UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2022March 31, 2023

OR

For the transition period from ____ to ____

Commission File No. 000-51783

NOVINT TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☒ No ☐ 

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 such files). Yes ☒ No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

On November 14, 2022,May 12, 2023, the Registrant had 202,308,728 shares of common stock outstanding. 

TABLE OF CONTENTS

NOVINT TECHNOLOGIES, INC. 

FORM 10-Q

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

NOVINT TECHNOLOGIES, INC. 

NOTES TO CONDENSED FINANCIAL STATEMENTS 

SEPTEMBER 30, 2022MARCH 31, 2023 

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS

Novint Technologies, Inc. (the “Company”, “Novint”, “we” or “Novint”“us”) was originally incorporated in the State of New Mexico in April 1999. On February 26, 2002, the Company changed its state of incorporation to Delaware by merging with Novint Technologies, Inc., a Delaware corporation. This merger was accounted for as a reorganization of the Company.

Nature of Business

The Company currently is engaged in the business of salesdevelopment and sale of 3D haptics products and equipment. Haptics refers to one’s sense of touch. The Company’s focus is inon the consumer interactive computer gaming market. Additionally,market but the Company conductsalso does project work in other areas. The Company sellsCompany’s operations are based in New Mexico with sales of its haptics products primarily to consumers through online retail marketplaces.outlets.

Going Concern and Management’s Plans

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses and at September 30, 2022,March 31, 2023, had an accumulated deficit of $41,747,25841,853,759. For the three-month period ended September 30, 2022,March 31, 2023, the Company sustained a net loss of $122,62850,379. These factors, among others, indicate that there israise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements wereare issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. Management intends to source new inventory and generate revenue. The Company will continue to seek and raise additional funding through debt or equity financing during the next twelve months.months to source new inventory and generate revenue from product sales.

Based on management’s current assessment,The novel coronavirus, known as the Company does not expect any material impact on its liquidity dueglobal COVID-19 pandemic, was first identified in December 2019. We continue to monitor the COVID-19 pandemic. While the Company is experiencing limited financial impacts at this time, given the global economic slowdown,pandemic and the other risks and uncertainties associated with the pandemic, it could have a material adverseits effect on our business, financial condition, results of operations and growth prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects our business and results of operations, it may also haveoperations; however, we cannot predict the effect of heightening manyduration, scope or severity of the other risksCOVID-19 pandemic or its future impact on our business, results of operations, cash flows and uncertainties faced by the Company.financial condition

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements were prepared using generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X set forth by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information or notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company’s annual financial statements included within the Company’s Special Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 23, 2022. In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2022 may not be indicative of results for the full year.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAPaccounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and assumptions made in the preparation of the financial statements relate to accrued royalties and contingent consideration. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. Management evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates.

Basis of Presentation

The accompanying unaudited condensed financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the Company’s annual financial statements included within the Company’s Special Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.

In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2023 may not be indicative of results for the full year.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits of $250,000 for each institution where accounts are held. At September 30, 2022 and December 31, 2021, our primary operating accounts held approximately $97,708 and $185,935, respectively.limits. At times, our cash balances on deposit may exceed FDIC insured limits. The Company has not experienced any losses in such accounts.

Revenue and Cost Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and has since issued amendments thereto (collectively referred to as “ASC 606”). The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and the guidance defines athe following five-step process to achieve this core principle. The five-step process to achieve this principle is as follows: principle:(i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation. ASC 606 also mandates additional disclosure about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.

RevenueThe Company recognizes revenue from product sales relates to the sale of the Falcon 3D Touch Haptic Controller (the “Falcon”), which is a human-computer user interface, and related accessories. The Falcon allows the user to experience the sense of touch when using a computer while holding its interchangeable handle. The Falcons are manufactured by an unrelated party. Revenue from product sales is recognized when products are shipped to the customer and the Company has earned the right to receive and retain reasonable assured payments for the products sold and delivered. Consequently, if revenue recognition requirements are not met, such sales will be recorded as deferred revenue until revenue recognition requirements are met.

Accounts ReceivableIncome Taxes

Accounts receivable are stated at the amounts management expects to collect. An allowance for doubtful accounts is recorded based on a combination of historical experience, aging analysis and information on specific accounts. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2022 and December 31, 2021, the company has recorded $0 and $0 in accounts receivable, respectively. Management has determined that $0 allowance is required at September 30, 2022 and December 31, 2021.

Accounts Receivable – Related Party

Accounts receivable from related party arise from proceeds from the sale of the Company’s products that were collected by a director of the Company on behalf of the Company. As of September 30, 2022 and December 31, 2021, the total accounts receivable from the related party was $0 and $1,360, respectively.

Income Taxes

The Company accounts for its income taxes under the asset and liability method as provided inprovisions of ASC Topic 740, “Income Taxes”. The method of accounting for income taxes under ASC 740 is an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reportingstatement and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled.reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized based onrealized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the weight of available evidence, includingyears in which those temporary differences are expected future earnings.to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

As of September 30, 2022, the Company assessed its income tax expense based on its projected future taxable income for the year ending December 31, 2022 and therefore recorded no amount of income tax expense for the nine months ended September 30, 2022. In addition, the Company has significant deferred tax assets available to offset income tax expense due to net operating loss carry forwards, which currently are subject to a full valuation allowance based on the Company’s assessment of future taxable income. For further information, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Fair Value of Financial Instruments

 The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below:

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts of the Company’s financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses payroll and related liabilities and advances approximate their fair values because of the short maturity of these instruments.

Recently Issued Accounting Pronouncements

The Company has reviewed the recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC and they diddetermined that these pronouncements do not or are not believed by management to have a material impact on the Company’s presentcurrent or futureanticipated consolidated financial statement presentation or disclosures.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses are as follows:

NOTE 4 – ACCRUED ROYALTIES

Accrued royalties relate to the Company’s licensing agreements with various parties providing gaming software to the Company.software. These licensing agreements have royalty fees ranging from 5% to 50% of either gross or net revenue, and a flat fee per user end userfee of $0.50. Under one or more of these agreements, there is an annual aggregate minimum payment due of $50,000, which has been recorded as accrued royalties, but remains unpaid. Accrued royaltiesroyalty fees as of September 30, 2022March 31, 2023 and December 31, 20212022 were $670,632695,632 and $633,132683,132, respectively. If contested, the Company may be found to be in breach of obligations to pay these amounts (though(although the Company believes this obligation is no longer due)ongoing), thus the remaining obligation under this agreementthese agreements remains presented as a liability on the Company’s Consolidated Balance Sheet.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

From time to time, in the normal course of business, the Company is subject to routine litigation incidental to its business. Although there can be no assurances as to the ultimate disposition of any such matters, it is the opinion of management, based upon the information available at this time, that there are no matters, individually or in the aggregate, that will have a material adverse effect on the results of operations and financial condition of the Company.

NOTE 6 – STOCKHOLDERS’ EQUITYDEFICIT

Preferred Stock

The Company is currently authorized to issue up to 12,500,000 shares of $0.0001 par value preferred stock. No shares of preferred stock are currently outstanding. The Board of Directors may designate the authorized but unissued shares of the Preferred Stock with such rights and privileges as the Board of Directors may determine. As such, the Board of Directors may issue preferred shares and designate the conversion, voting and other rights and preferences without notice to the shareholders and without shareholder approval.

Common Stock

The Company is currently authorized to issue up to 500,000,000 shares of $0.0001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.

The Company had 202,308,728 shares of common stock issued and outstanding as of September 30, 2022,March 31, 2023 and December 31, 2021.2022.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated events subsequent eventsto March 31, 2023, through the date these financial statements were issued. The Company confirms non-occurrenceIn the opinion of anymanagement, there were no subsequent agreementsevents that would require disclosure or events.adjustments to the accompanying financial statements through the date the financial statements were issued.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the audited Financial Statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2021.2022.  Unless otherwise noted, all the financial information in this Report is financial information for the Company.

GeneralOverview

Novint Technologies, Inc. (“Novint”, the “Company”, “we”, “our”, “us”) was originally incorporated in the State of New Mexico in April 1999. On February 26, 2002, the Company changed its state of incorporation to Delaware by merging with Novint Technologies, Inc., a Delaware corporation. This merger was accounted for as a reorganization.

Nature of Business

The Company currently is engaged in the business of the sale of 3D haptics products and equipment. Haptics refers to one’s sense of touch.  The Company’s focus is inon the consumer interactive computer gaming market, but the Company also doesconducts project work in non-gaming areas as well.

Our principal product is the Falcon, an extensible, grounded (e.g., desktop), three-dimensional (3D) haptic interaction device with characteristics optimized for real-time force-feedback and tactile interaction. Additionally, we have developed but not yet commercialized the Xio product, a next generation, full arm, game controller with forced feedback. Currently, we are focused on engaging in discussions with potential partners and studying other areas. The Company sells its haptics products primarilyways to consumers through online retail marketplaces.realize value from the Falcon and Xio products.

Results of Operations for the Three Months Ended September 30,March 31, 2023 and 2022 and 2021

Revenues

The Company recorded revenue of $0 and $913$0 for the three-month period ended September 30, 2022March 31, 2023 and September 30, 2021. The Company incurred revenue in the three-month period ended September 30, 2021 from the sale of Falcon 3D Touch Haptic Controllers.March 31, 2022. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future. The Company’s net losses may fluctuate significantly from quarter to quarter and year to year.

Operating Expenses

Operating expenses increased by $8,382$1,079 or 30%2% to $36,456$50,379 for the three months ended September 30, 2022, compared with $28,074March 31, 2023, from $49,300 for the three months ended September 30, 2021.March 31, 2022. This increase was primarily due primarily to an increase in Professionalprofessional fees that were incurred during the three months ended September 30, 2022.March 31, 2023.

Other Expense

Other expense decreased by $50$14 or 100% to $0 during the three months ended September 30, 2022March 31, 2023 compared with $50$14 during the three months ended September 30, 2021.March 31, 2022. Other expense for the three months ended September 30, 2021March 31, 2022 consisted of interest expense related to finance charges on credit cards.

��

Results of Operations forcards which was fully paid off during the Nine Months Ended September 30, 2022 and 2021

Revenues

The Company recorded revenue of $0 and $2,568 for the nine-month period ended September 30, 2022 and September 30, 2021. The Company incurred revenue in the nine-month period ended September 30, 2021 from the sales of Falcon 3D Touch Haptic Controller. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future. The Company’s net losses may fluctuate significantly from quarter to quarter and year to year.

Operating Expenses

Operating expenses increased by $8,128 or 7% to $122,614 for the nine months ended September 30, 2022, compared with $114,486 for the nine months ended September 30, 2021. This increase was primarily due to an increase in Professional fees that were incurred during the nine months ended September 30,March 31, 2022.

Other Expense

Other expense decreased by $141 or 91% to $14 during the nine months ended September 30, 2022 compared with $155 during the nine months ended September 30, 2021. Other expense for the nine months ended September 30, 2022 and September 30, 2021 consisted of interest expense related to finance charges on credit cards.

Liquidity and Capital Resources

The following table summarizes select balance sheetBalance Sheet and working capital amounts as of September 30, 2022March 31, 2023 and December 31, 2021:2022:

TheAt March 31, 2023, the Company had a stockholders’working capital deficit of approximately $41,747,258$774,235. Accumulated deficit amounted to $41,853,759 and $41,624,630$41,803,380 at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. Net loss for the ninethree months ended September 30,March 31, 2023 and 2022 was $50,379 and 2021 was $122,628 and $112,073,$49,314, respectively. Net cash used in operating activities was $88,227$31,725 and $93,010$38,788 for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively. Operations since inception have been funded primarily with the proceeds from equity and debt offerings. As of September 30, 2022,March 31, 2023, the Company had cash of $97,708.$23,356.

The Company’s management has evaluated whether there is substantial doubt about the Company’s ability to continue as a going concern and has determined that substantial doubt existed as of the date of this filing. This determination was based on the following factors: (i) the Company’s available cash as of the date of this filing will not be sufficient to fund its anticipated level of operations for the next 12 months; (ii) the Company has incurred recurring losses and at September 30, 2022,March 31, 2023, had an accumulated deficit of $41,747,258;$41,853,759; (iii) the Company sustained an operating loss of $122,614$50,379 for the period ended September 30, 2022;March 31, 2023; and (iv) if the Company fails to obtain the needed capital, it will be forced to delay, scale back, or eliminate some or all of its programs or perhaps cease operations. In the opinion of management, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern.

There is no assurance that the Company will be successful in any capital-raising efforts that it may undertake to fund operations during 2022.2023. The Company anticipates that it will continue to issue equity and/or debt securities as a source of liquidity, until it begins to generate positive cash flow to support its operations. Any future sales of securities to finance operations will dilute existing stockholders’ ownership. The Company cannot guarantee when or if it will generate positive cash flow.

The audit report prepared by our independent registered public accounting firm relating to the Company’s consolidated financial statements for the year ended December 31, 20212022 included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

Cash Flow Activities

The following table summarizes the Company’s cash flows for the periods set forth below:

Net cash used in operating activities for the nine months ended September 30, 2022 was $88,227, compared with net cash used in operating activities of $93,010 for the nine months ended September 30, 2021. The decrease in net cash used in operating activities during the nine months ended September 30, 2022 was due primarily to an increase in net loss to $122,628, partially offset by an increase of $37,500 in accrued royalties.

Net cash used in operating activities for the ninethree months ended September 30, 2021March 31, 2023 was $93,010,$31,725 compared with net cash used in operating activities of $38,788 for the three months ended March 31, 2022. The decrease in net cash used in operating activities was primarily due to an increase of $6,289 in accounts payable and accrued expenses for the three months ended March 31, 2023, compared to a decrease in accounts payable and accrued expenses of $3,131 for the three months ended March 31, 2022.

Net cash used in operating activities for the three months ended March 31, 2023 was $38,788, representing a net loss of $112,073,$50,379 partially offset by an increase of $37,500$12,500 in accrued royalties and a decreaseby an increase of $1,072$6,289 in prepaid expensesaccounts payable and other current assets.accrued expenses.

Effects of Inflation

We do not believe that inflation has had a material impact on our business, sales, or operating results during the periods presented.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements or financing activities with special-purpose entities.

Critical Accounting Policies and Use of Estimates

Critical accounting policies are those policies which are both important to the presentation of a company’s financial condition and results and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.  There have been no recent significant changes to our accounting policies and use of estimates during the ninethree months ended September 30, 2022.March 31, 2023.  For a further discussion of our critical accounting policies, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 23, 2022.

Forward Looking

Forward-Looking Statements and Certain Factors That May Affect Future Results of Operations

The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains such “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.All statements in this report, other than statements of historical fact, are forward-looking statements for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of management for future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continue,” or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are based upon reasonable assumptions at the time made, there can be no assurance that any such expectations or any forward-looking statement will prove to be correct. Our actual results will vary, and may vary materially, from those projected or assumed in the forward-looking statements. Future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not anticipate, including, without limitation, product recalls and product liability claims; infringement of our technology or assertion that our technology infringes the rights of other parties; termination of supplier relationships, or failure of suppliers to perform; inability to successfully manage growth; delays in obtaining regulatory approvals or the failure to maintain such approvals; concentration of our revenue among a few customers, products or procedures; development of new products and technology that could render our products obsolete; market acceptance of new products; introduction of products in a timely fashion; price and product competition, availability of labor and materials, cost increases, and fluctuations in and obsolescence of inventory; volatility of the market price of our common stock; foreign currency fluctuations; changes in key personnel; work stoppage or transportation risks; integration of business acquisitions; and other factors referred to in our reports filed with the SEC.SEC, including our Registration Statement on Form 10. All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Additional factors that may have a direct bearing on our operating results are discussed in Item 1A “Risk Factors” in our Registration Statement on Form 10. In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this Quarterly Report or in any document incorporated by reference might not occur. Stockholders are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report. We are not under any obligation, and we expressly disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

Item 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our Disclosure Controls are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our Disclosure Controls, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily applied its judgment in evaluating and implementing possible controls and procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, we evaluated the effectiveness of the design and operation of our Disclosure Controls, which was done under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer. Based on the evaluation of our Disclosure Controls, our Chief Executive Officer and Principal Financial Officer has concluded that, as of September 30, 2022,March 31, 2023, our Disclosure Controls were not effective due to a material weakness in the Company’s internal control over financial reporting. The ineffectiveness of our internal control over financial reporting at September 30, 2022March 31, 2023, was due to an insufficient degree of segregation of duties among our accounting and financial reporting personnel. During the remainder of 2022,2023, we intend to work to remediate the material weaknesses identified above, which could include the addition of accounting and financial reporting personnel and/or the engagement of accounting and personnel consultants on a limited-time basis until we add a sufficient number of personnel.

Change in Internal Control over Financial Reporting

Except as described above, there were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2022March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

None

Item 1A. RISK FACTORS

Not required to be provided by smaller reporting companies.

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS 

EXHIBIT INDEX

* Previously filed with the SEC as indicated, and hereby incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.