Item 4. Controls and Procedures
ITEM
4.
CONTROLS
AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
of March 31, 2024, being the end of the period covered by this Report, our management conducted an evaluation, under the supervision
and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) and Rule 15d15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
Disclosure
controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or
submitted 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 chief executive officer and
chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.
Based on that evaluation, our chief executive
officer and chief financial officer concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective due
to the material weaknesses in our internal control over financial reporting as discussed in Item 9A. Controls and Procedures –
in the Company’s Form 10-K for the fiscal year ended December 31, 2023, under the heading “Management’s Annual Report
on Internal Control Over Financial Reporting”.
Limitations
on Effectiveness of Controls and Procedures
In
designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting
must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits
of possible controls and procedures relative to their costs.
Changes
in Internal Control over Financial Reporting
During the quarter ended March 31, 2024, management continued to commit resources to the remediation of the
material weaknesses reported in the Company’s Form 10-K for the fiscal year ended December 31, 2023. Furthermore, management continued
to commit resources to the ongoing evaluation of the internal control over financial reporting of its previously exempted subsidiary,
Envoy, which was acquired in April 2023.
Except for the above, there were no other changes in our internal control over financial reporting that occurred
during the quarter ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
25
PART
II - OTHER INFORMATION
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