UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31, 2023
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☐
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________
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SECTOR 10, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware
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| 000-24370
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| 33-0565710
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(State or other jurisdiction of incorporation)
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| (Commission File No.)
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| (IRS Employer Identification No.)
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10900 NE 4th Street, Suite 2300
Bellevue, WA 98004
(Address of principal executive offices, including zip code)
Issuer’s telephone number, including area code (425) 331-9620
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer
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| Accelerated filer
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Non-accelerated filer
| x
| Smaller reporting company
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| Emerging Growth Company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
As of January 11, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed based on the average bid and asked price of the common stock, was $660.
As of January 11, 2024, the issuer had 305,778 shares of common stock outstanding. An additional 6,480,000 common shares have been accrued as of March 31, 2023 and are unissued as of January 11, 2024. There was a total of 6,785,778 common shares issued and accrued but not yet issued as of January 11, 2024.
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TABLE OF CONTENTS
Sector 10, Inc.
Part I. Financial Information
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Item 1.
| Unaudited Consolidated Financial Statements
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| Unaudited Condensed Consolidated Balance Sheets as of December 31, 2023 and March 31, 2023
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| Unaudited Condensed Consolidated Statements of Operations for the three months and nine months ended December 31, 2023 and 2022 and for the period from inception, September 16, 2002 to December 31, 2023
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| Unaudited Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2022 and for the period from inception, September 16, 2002, to December 31, 2023.
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| Notes to the Unaudited Consolidated Financial Statements
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Item 2.
| Management’s Discussion and Analysis or Plan of Operation
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Item 3
| Quantitative and Qualitative Disclosures about Market Risk
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Item 4.
| Controls and Procedures
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Part II. Other Information
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Item 1.
| Legal Proceedings
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Item 2.
| Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3.
| Defaults Upon Senior Securities
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Item 4.
| Submission of Matters to a Vote of Security Holders
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Item 5.
| Other Information
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Item 6.
| Exhibits
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| Signatures
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Item 1. FINANCIAL STATEMENTS
NOTE: THE FINANCIAL STATEMENTS, RELATED NOTES AND THE OTHER INFORMATION INCLUDED IN THIS REPORT HAVE NOT BEEN REVIEWED BY THE COMPANY’S OUTSIDE ACCOUNTANT PRIOR TO THE FILING OF THIS REPORT.
Sector 10, Inc.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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| December 31,
2023
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| March 31,
2023
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| (Unaudited)
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| (Unaudited)
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ASSETS
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Current assets:
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Cash
| $
| 1,000
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| $
| 1,000
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Inventory, net
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| -
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| -
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Total current assets
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| 1,000
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| 1,000
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Fixed assets –cost
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| -
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| -
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Less: accumulated depreciation
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| -
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| -
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Net fixed assets
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| -
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| -
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Total assets
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| 1,000
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| $
| 1,000
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
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Current liabilities:
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Accounts payable and accrued liabilities
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| 9,697,971
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| $
| 9,681,428
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Note payable - short term
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| 164,000
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| 164,000
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Total current liabilities
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| 9,861,971
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| 9,845,428
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Long term liabilities:
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Note payable
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| -
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| -
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Total long term liabilities
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| -
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| -
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Total liabilities
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| 9,861,971
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| 9,845,428
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Shareholders' equity (deficit)
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Preferred shares - $0.001 par value; 1,000,000 authorized, no shares issued or outstanding
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| -
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| -
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Common shares - $0.001 par value; 199,000,000 authorized; 305,778 and 305,778 shares issued and outstanding, respectively
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| 306
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| 306
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Additional paid-in-capital
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| 6,148,229
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| 6,148,229
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Deficit accumulated during development stage
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| (16,009,506)
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| (15,992,963)
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Total shareholders' equity (deficit)
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| (9,860,971)
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| (9,844,428)
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Total liabilities and shareholders' equity (deficit)
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| 1,000
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| 1,000
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Sector 10, Inc.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months and Nine Months Ended December 31, 2023 and 2022 and
for the Period From Inception, September 16, 2002 to December 31, 2023
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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SECTOR 10, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements of Sector 10, Inc. (“Sector 10” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and required by Rule 10-01 of Regulation S-X. They do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.
Impact of Recent Accounting Pronouncements
Sector 10 does not expect the adoption of any recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.
Note 2 – INVENTORY
There were no sales in the nine months ended December 31, 2023. The inventory reflected on the books was $0 for the nine months ended December 31, 2023.
Note 3 – NOTES PAYABLE
Various Individuals
Total interest accrued as of December 31, 2023 was $96,654 of which $5,940 was accrued during the nine months ended December 31, 2023.
Other Notes.
Total interest accrued (without discount amortization) as of December 31, 2023 was $72,002 of which $3,900 was accrued during the nine months ended December 31, 2023. The current period interest is included as part of other interest.
Summary of Interest and Notes Payable
Interest expense
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| December 31, 2023
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| March 31, 2023
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Various Individuals
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| 5,940
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| 7,920
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Other Notes
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| 3,900
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| 5,200
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Total interest expense
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| 9,840
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| $
| 13,120
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Note Payable Balance
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| December 31, 2023
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| March 31, 2023
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Various Individuals
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| 99,000
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| $
| 99,000
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Other Notes
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| 65,000
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| 65,000
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Total Note Payable – short term
| $
| 164,000
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| $
| 164,000
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Total Note Payable – long term
| $
| -
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| $
| -
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| -
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| -
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Total Notes Payable
| $
| 164,000
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| $
| 164,000
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Debt Maturity Schedule
As of December 31, 2023, the annual maturities for notes payable are scheduled as follows:
Fiscal Year
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| Amount
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March 31, 2024
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| 164,000
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March 31, 2025
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| -
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Total
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| 164,000
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All interest is due under the terms of the various agreements. However future interest payments will not be made until the restructuring plan has been implemented and a satisfactory revised payment arrangement is completed by all parties.
Note 4 – EQUITY
During the Quarter ended: June 30, 2023
No equity transactions occurred in the period ended June 30, 2023. The Company has 6,480,000 shares accrued and unissued as of the close of the fiscal period.
During the Quarter ended: September 30, 2023
No equity transactions occurred in the period ended September 30, 2023. The Company has 6,480,000 shares accrued and unissued as of the close of the fiscal period.
During the Quarter ended: December 31, 2023
No equity transactions occurred in the period ended December 31, 2023. The Company has 6,480,000 shares accrued and unissued as of the close of the fiscal period.
Note 5 – GOING CONCERN
The Company generated minimal revenues prior to the current fiscal year. No revenues were generated for the nine month period ended December 31, 2023. This level of revenue is not sufficient for the Company to meet its future obligations. This factor raises substantial doubt about the Company’s ability to continue as a going concern.
Note 6 - INCOME TAX
Income taxes are accounted for using the asset and liability method. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The Company’s financial statements for the nine month period ended December 31, 2023 and 2022 do not include any provision for income taxes. No income tax accrual has been recorded based on the expectation that the Company will be in a net loss position for the overall applicable fiscal year. Accordingly, deferred tax assets have been entirely offset by valuation allowances. The difference between the amounts of income tax benefit that would result from applying domestic federal statutory income tax rates to the net loss and the net deferred tax assets is related to certain nondeductible expenses, state income taxes, and the change in the valuation allowance.
The Financial Accounting Standards Board ("FASB") has issued ASC 740 for Accounting for Income Taxes that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon
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examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of ASC 740, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740.
The Company had no unrecognized tax benefit which would affect the effective tax rate if recognized.
The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of December 31, 2023 the Company had no accrued interest or penalties related to uncertain tax positions.
The Company files income tax returns in the U.S. federal jurisdiction and in the states of Delaware, Utah and any other jurisdiction where required. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2020.
Note 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events per the requirements of ASC Topic 855 and has determined that the following events should be disclosed.
1)The Company has marketing rights over the MRU and SRU products. The Company is currently evaluating various options for use of this equipment and other products in future operations. No plans have been finalized as of the date of this report.
2)The Company will be seeking proposals from new auditors to provide an audit for the current fiscal year-ended March 31, 2024 including reviews and/or audits of any applicable prior year(s).
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Item 2. Management’s Discussion And Analysis Or Plan Of Operation
This report contains forward-looking statements within the meaning of Section 29a of the Securities Act of 1933, as amended, and Section 21e of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from historical or anticipated results. You should not place undue reliance on such forward-looking statements, and, when considering such forward-looking statements, you should keep in mind the risk factors noted in this report, including the section of this report entitled “Risks Related to Our Business and Operations.” You should also keep in mind that all forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. The following discussion and analysis should be read in conjunction with the Company’s financial statements and notes thereto, which are included elsewhere in this report.
Overview
The Company maintains rights to the MRU and SRU products. The Company is currently evaluating various options for use of this equipment in future operations. No plans have been finalized as of the date of this report.
Going Concern Qualification
Our notes to the financial statements disclose that the Company has generated no revenue or cash flow, has incurred net losses for the fiscal year and has a working capital deficiency. The Company operations are not likely to produce positive cash flow until at least the end of the fiscal year ended March 31, 2024. These factors raise substantial doubt about our ability to continue as a going concern. Our going concern uncertainty may affect our ability to raise additional capital, and may also affect our relationships with suppliers and customers. Investors should carefully examine our financial statements and read the notes to the financial statements.
Results of Operations
Nine Months Ended December 31, 2023 as Compared to the Nine Months Ended December 31, 2022
Revenues -
The Company had no revenues for the nine months ended December 31, 2023.
The Company had no revenues for the nine months ended December 31, 2022.
Other Income-
The Company had no Other income for the nine months ended December 31, 2023.
Other income for the nine months ended December 31, 2022 was $60,000 resulting from the extinguishment of debt from a previous litigation settlement which was composed of the forgiveness and related release of Professional Services & Consulting fees – $60,000.
Operating Expenses -
The Company had no operating expenses for the nine months ended December 31, 2023.
The Company had no operating expenses for the nine months ended December 31, 2022.
General and Administrative Expenses -
General and administrative expenses were $5,570 for the nine months ended December 31, 2023 which was made up primarily of Filing Fees - $4,961 and State fees – $609.
General and administrative expenses were $6,311 for the nine months ended December 31, 2022 which was made up primarily of Filing Fees - $4,961 and State fees – $1,350.
Depreciation Expense –
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Depreciation expense for the nine months ended December 31, 2023 was $0.
Depreciation expense for the nine months ended December 31, 2022 was $0.
Interest Expense –
Interest expense for the nine month period ended December 31, 2023 was $9,840.
Interest expense for the nine month period ended December 31, 2022 was $9,840.
Three Months Ended December 31, 2023 as Compared to the Three Months Ended December 31, 2022
Revenues -
The Company had no revenues for the three months ended December 31, 2023.
The Company had no revenues for the three months ended December 31, 2022.
Other Income-
The Company had no other income for the three months ended December 31, 2023.
Other income for the three months ended December 31, 2022 was $60,000 resulting from the extinguishment of debt from a previous litigation settlement which was composed of the forgiveness and related release of Professional Services & Consulting fees – $60,000.
Operating Expenses -
The Company had no operating expenses for the three months ended December 31, 2023.
The Company had no operating expenses for the three months ended December 31, 2022.
General and Administrative Expenses -
General and administrative expenses were $3,400 for the three months ended December 31, 2023 which was made up primarily of Filing Fees - $1,658 plus State Fees - $1,742.
General and administrative expenses were $1,658 for the three months ended December 31, 2022 which was made up primarily of Filing Fees - $1,658.
Depreciation Expense –
Depreciation expense for the three months ended December 31, 2023 was $0.
Depreciation expense for the three months ended December 31, 2022 was $0.
Interest Expense –
Interest expense for the three month period ended December 31, 2023 was $3,280.
Interest expense for the three month period ended December 31, 2022 was $3,280.
Liquidity and Capital Resources
As of December 31, 2023, Sector 10 had cash of $0. This amount is not sufficient to meet the Company’s working capital requirements for the balance of the fiscal year ending March 31, 2024 or for any future period.
Total Assets -
10
The Company had $1,000 of assets as of December 31, 2023.
Working capital -
As of this filing date, the Company is currently in the process of reviewing its strategic options for restructuring its operations in order to raise capital and continue in its efforts to manufacture and distribute its products. No plans have been finalized as of the date of this report. Potential funding for operations is not expected until sometime in the fiscal year ended March 31, 2024 or beyond.
Total Liabilities -
Current liabilities as of December 31, 2023 were $9,861,971. The balance was composed of accounts payable and accrued liabilities of $9,697,971 and note payable to outside investors of $164,000.
Long term liabilities as of December 31, 2023 were $0.
Total liabilities as of December 31, 2023 were $9,861,971.
Cash flows -
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| Nine Months Ended
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| Nine Months Ended
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| December 31,
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| December 31,
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Sources and Uses of Cash
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| 2023
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| 2022
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Net cash provided by / (used in)
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Operating activities
| $
| -
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| $
| -
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Investing activities
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| -
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| -
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Financing activities
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| -
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| -
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Increase/(decrease) in cash and cash equivalents
| $
| -
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| $
| -
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Period ended December 31, 2023 and 2022
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Cash and cash equivalents
| $
| -
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| $
| -
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Operating Activities -
Cash used in operations for the nine months ended December 31, 2023 was $0. Operating activities were affected by net income – (15,410) and change in accounts payable and accrued liabilities – $15,410.
Cash used in operations for the nine months ended December 31, 2022 was $0. Operating activities were affected by net income – $43,849 and change in accounts payable and accrued liabilities – ($43,849).
Investing Activities –
Cash used from investing activities for the nine months ended for December 31, 2023 was $0.
Cash used from investing activities for the nine months ended for December 31, 2022 was $0.
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Financing Activities –
Cash provided from financing activities for the nine months ended December 31, 2023 was $0.
Cash provided from financing activities for the nine months ended December 31, 2022 was $0.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Risks Related to the Company’s Business and Operations
Investing in the Common Stock involves a high degree of risk. You should carefully consider the risks described below, and all of the other information set forth in this report before deciding to invest in shares of the Company’s common stock. In addition to historical information, the information in this report contains forward-looking statements about the Company’s future business and performance. The Company’s actual operating results and financial performance may be different from what the Company’s management expects as of the date of this report. The risks described in this report represent the risks that the Company’s management has identified and determined to be material to the Company. Additional risks and uncertainties not currently known to the Company’s management, or that the Company’s management currently deems to be immaterial, may also materially harm the Company’s business operations and financial condition.
Going Concern Qualification
Our notes to the financial statements disclose that the Company has generated no revenue or cash flow, has incurred net losses for the fiscal year and has a working capital deficiency. Due to the current restructuring discussions, the Company operations are not likely to produce positive cash flow until at least the end of the fiscal year ended March 31, 2024. These factors raise substantial doubt about our ability to continue as a going concern. Our going concern uncertainty may affect our ability to raise additional capital, and may also affect our relationships with suppliers and customers. Investors should carefully examine our financial statements and read the notes to the financial statements.
Other risk factors to be considered include the following:
·The Company has not generated revenues and has not executed any significant contracts for the sale of the Company’s products.
·The Company uses outside sources to fulfill contract obligations and has limited control over the provider’s ability to meet the Company obligations.
·The directors, executive officers and principal shareholders of the Company have effective control of the Company, preventing non-affiliate shareholders from significantly influencing the Company’s direction and future.
·The Company relies on outsourced manufacturers for the production of all Sector 10 products.
·The market for the Company’s stock is thin and subject to manipulation.
·The market price for the Common Stock is volatile and may change dramatically at any time.
·Our business may be affected by increased compensation and benefits costs.
·The Company has not paid dividends and does not anticipate paying dividends in the future.
·The Common Stock is a “low-priced stock” or “penny stock” and subject to regulation that limits or restricts the potential market for the stock.
·Compliance with existing and new regulations of corporate governance and public disclosure may result in additional expenses.
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Item 4. Controls and Procedures
(a)Based on the evaluation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) required by paragraph (b) of Rules 13a-15 or 15d-15, the Company’s principal executive officer and principal financial officer concluded that as of December 31, 2023, the Company’s disclosure controls and procedures were effective.
(b)There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There is no pending litigation.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
Applicable shareholders with anti-dilution rights have notified the Company of their intention to exercise their anti-dilution rights. No ani-dilution rights were exercised in the quarter ended December 31, 2023.
Item 6. Exhibits
EXHIBIT 31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Pericles DeAvila, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Sector 10, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
January 17, 2024
By: /s/ Pericles DeAvila
Pericles DeAvila
Principal Executive Officer
1
EXHIBIT 31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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I, Laurence A. Madison, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Sector 10, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
January 17, 2024
By: /s/ Laurence A. Madison
Laurence A. Madison
Chief Financial Officer
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