What changed in this filing

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Item 4. Controls and Procedures

2023-05-15 compared with 2022-11-10 · 35 added, 34 removed, 1 unchanged (99% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,”

as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed

in our company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal

executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Our management, with the participation

of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as

of the end of the period covered by this quarterly report on Form 10-Q.

Based on this evaluation, our principal executive officer and

principal financial officer concluded that as of September 30, 2022, our disclosure controls and procedures were not effective.

The ineffectiveness of our disclosure controls

and procedures was due to the following material weaknesses which we identified in our internal control over financial reporting:

the lack of multiples levels of management review on complex accounting and financial reporting issues, (2) we had not implemented adequate

system and manual controls, and (3) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial

reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation

of accounting systems.

Until such time as we expand our staff to include additional accounting personnel and hire a full time chief financial

officer, it is likely we will continue to report material weaknesses in our internal control over financial reporting.

Changes in Internal Control

There were no changes in our internal control

over financial reporting during the period ended September 30, 2022 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

OTHER INFORMATION

Legal Proceedings

As a smaller reporting company, the Company is not required to disclose

material changes to the risk factors that were contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December

31, 2021 (the “2021 10-K”), as updated from time to time.

Unregistered Sales of Equity Securities

and Use of Proceeds

Defaults Upon Senior Securities

Mine Safety Disclosures

and Procedures

Disclosure Controls

and Procedures

We maintain “disclosure

controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

Disclosure controls and procedures include controls and procedures designed

to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated

and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions

regarding required disclosure.

Our management, with the participation of our principal executive officer and principal financial officer,

evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form

Based on this evaluation, our principal executive officer and principal financial officer concluded that as of March 31, 2023,

our disclosure controls and procedures were not effective.

The ineffectiveness

of our disclosure controls and procedures was due to the following material weaknesses which we identified in our internal control over

financial reporting:

(1) the lack of multiples levels of management review on complex accounting and financial reporting issues, (2)

we had not implemented adequate system and manual controls, and (3) a lack of adequate segregation of duties and necessary corporate

accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support

hiring of personnel and implementation of accounting systems.

Until such time as we expand our staff to include additional accounting

personnel and hire a full time chief financial officer, it is likely we will continue to report material weaknesses in our internal control

over financial reporting.

Changes in Internal

There were no changes

in our internal control over financial reporting during the period ended March 31, 2023 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

As a smaller reporting company, the Company is

not required to disclose material changes to the risk factors that were contained in the Company’s Annual Report on Form 10-K for

the fiscal year ended December 31, 2022, as updated from time to time.

Sales of Equity Securities and Use of Proceeds

Upon Senior Securities

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