What changed in this filing

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Item 4. Controls and Procedures

2023-08-24 compared with 2023-05-19 · 34 added, 57 removed, 5 unchanged (95% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined

in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this

report were not effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting

described below.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information

required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms;

and (ii) accumulated and communicated to management, including our

Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control

system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within

a company have been detected.

Internal Control Over Financial Reporting

In preparation of our financial statements to

meet the requirements of our IPO, we determined that material weaknesses in our internal control over financial reporting existed during

fiscal 2018 and remained unremediated as of March 31, 2023.

A material weakness is a deficiency or combination of deficiencies in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual

and interim financial statements will not be detected or prevented on a timely basis.

The material weaknesses we identified are related

to the design and maintenance of an effective control environment commensurate with our financial reporting requirements.

Specifically,

we lacked a sufficient complement of professionals with an appropriate level of accounting knowledge, training, and experience to appropriately

analyze, record and disclose accounting matters timely and accurately and we did not design and maintain controls to ensure adequate segregation

of duties within our financial reporting function including the preparation and review of journal entries.

In response to the material

weaknesses, we took a number of actions to improve our internal control over financial reporting and determined that as of March 31, 2023,

that although the controls that were designed have been implemented, the documentation and testing of such controls was not yet completed

sufficiently enough to conclude that the material weaknesses have been remediated.

Remediation Activities

Our management, with the participation of our Chief

Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule

13a-15(e) of the Exchange Act) as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were

not effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting described below.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed

by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms;

and (ii) accumulated and communicated to management, including our Chief Executive Officer

and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

We believe that a control system,

no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no

evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been

Changes in Internal Control Over Financial

Management has been actively engaged in remediating

the above-described material weaknesses.

The following remedial actions have been taken during the quarter ended March 31, 2023:

the material weaknesses discussed in our Form 10-K for the period ended December 31, 2022 filed with SEC on March 23, 2023.

The following

remedial actions have been taken during the quarter ended June 30, 2023:

· continue to strengthen our internal policies, processes, and reviews, including drafting of related documentation thereof;

continue to engage outside consultants to ensure that appropriate level of knowledge and experience is applied based on risk and complexity of transactions and tasks under review;

complete the internal control documentation with our consultants who have been engaged to assist in the design, implementation, and documentation of internal controls to address the relevant risks;

hired additional accounting resources with appropriate levels of experience, including a new chief financial officer in February of 2023

The process of implementing an effective financial

reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory

environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions to

address control deficiencies or modify certain of the remediation measures described above.

While progress has been made to enhance our internal

control over financial reporting, we are still in the process of implementing these processes, procedures, and controls.

Additional time

is required to complete this phase and to assess and ensure the sustainability of these procedures.

We believe the above actions will

be effective in remediating the material weaknesses described above and we will continue to devote significant time and attention to these

remedial efforts.

However, the material weaknesses cannot be considered remediated until the applicable remedial controls have been documented

and tested such that management has concluded that these controls are operating effectively.

Changes in Internal Control Over Financial

Other than the applicable remediation efforts

described in “Remediation of Previously Reported Material Weaknesses” above, there have been no changes in our internal control

over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the first quarter of 2023 that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

· continue to engage outside consultants to ensure that appropriate level of knowledge and experience is applied based on risk and complexity

of transactions and tasks under review;

· complete the internal control documentation with our consultants who have been engaged to assist in the design, implementation, and

documentation of internal controls to address the relevant risks;

· hired additional accounting resources with appropriate levels of experience

The process of implementing an effective financial reporting system

is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments

and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions to address

control deficiencies or modify certain of the remediation measures described above.

While progress has been made to enhance our internal control over financial

reporting, we are still in the process of implementing these processes, procedures, and controls.

Additional time is required to complete

this phase and to assess and ensure the sustainability of these procedures.

We believe the above actions will be effective in remediating

the material weaknesses described above and we will continue to devote significant time and attention to these remedial efforts.

PART II – OTHER INFORMATION

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