Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Management is responsible
for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed
in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such
information 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 closely on the definition of “disclosure controls and procedures”
in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, 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 was required to apply its judgment in evaluating the cost-benefit relationship of possible controls
and procedures.
Our Chief Executive Officer and
Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based
upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, the disclosure controls
and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was
recorded, processed, summarized and reported on a timely basis due to material weakness in internal controls as identified below.
As reported in our Annual Report
on Form 10-K for the year ended December 31, 2024, Management identified the following material weaknesses:
·
Ineffective design and implementation over Information Technology General Controls (“ITGCs”)
·
The Company does not have sufficient controls in place to ensure that all inventory is appropriately tracked and recorded on a timely basis, given the lack of an automated tracking system and the manual nature of its current processes and controls surrounding inventory
·
The Company did not maintain adequate controls relating to documentation of the review and approval of reconciliations and other schedules prepared internally to be included or disclosed in the financial statements. Many of our reports and reconciliations are performed in Excel spreadsheets, and we did not adequately validate the segregation of duties between the preparer and the approver with a signature and time stamp
·
Appropriate segregation of duties that would adequately restrict user access and ensure adequate review of transactions. Because we are a small company, many employees have multiple job responsibilities, and during the implementation in Q4, access was allowed for employees to access necessary tasks. As we move forward into 2025, we will assign access to ensure the proper segregation of duties. Additionally, we need to ensure the employees are adequately trained and able to resolve issues in a timely way. The Company needs to establish appropriate procedures for change Management to ensure changes to the system are formally approved, properly restricted to appropriate personnel, and adequately tested
·
The Company did not maintain sufficient controls related to Beam Europe
·
The Company did not complete a Sarbanes-Oxley (SOX) Section 404A assessment
36
Changes in Internal Control Over Financial Reporting
The Company is continuing to actively
work to remediate the material weaknesses described above, including the need for additional remediation steps and implementing additional
measures to remediate the underlying causes that give rise to the material weaknesses. During the three months ended June 30, 2025, the
Company has taken various actions to strengthen our internal control over financial reporting, including:
·
Continue to review access in NetSuite ERP to ensure the proper segregation of duties and additional training courses to ensure the employees are trained and able to resolve issues timely. Retained the support of an outside consulting firm to enhance Management’s remediation design and implementation efforts, including project management and advice regarding best practices for documentation, design and execution of ITGCs and related transactional-level business process controls.
·
Managed processes related to ordering, counting, warehousing, valuing and transacting our inventory in NetSuite ERP.
·
Increasing and monitoring the adequacy of staffing levels and expertise with the requisite technical knowledge and skills to support continued enhancement on the controls and procedures surrounding documentation of review and formalization of reconciliations, accounting policies and controls.
·
Continue to manage a segregation of duties between
the preparer and the approver of reconciliation and supporting schedules which included hiring additional staff.
The material weaknesses will be
considered remediated when Management concludes that, through testing, the applicable remedial controls are designed, implemented and
operating effectively. As Management continues to evaluate and improve disclosure controls and procedures and internal control over financial
reporting, the Company may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate
circumstances not to complete, certain of the remediation measures identified.
37
PART II. OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.