What changed in this filing

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Item 4. Controls and Procedures

2024-08-09 compared with 2024-05-10 · 24 added, 23 removed, 9 unchanged (84% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

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

of June 30, 2024, the end of the period covered by this Quarterly 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”)).

controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or

2 unchanged sentences

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”.

on that evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 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

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”.

on Effectiveness of Controls and Procedures

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.

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.

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.

the quarter ended June 30, 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.

Further, management continued to augment its resources for

remediating the identified deficiencies in information technology general controls and in other internal controls over financial reporting.

for the above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended June

30, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

II - OTHER INFORMATION

a description of our legal proceedings, see Note 8 – Commitments and Contingencies – Litigation, Disputes, and Settlements

in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

For information about our arbitration

involving The Farkas Group, Inc., see our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

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