What changed in this filing

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Item 4. Controls and Procedures

2023-08-11 compared with 2023-05-15 · 26 added, 79 removed, 2 unchanged (98% of the section changed)

Evaluation of Disclosure

Controls and Procedures

of Disclosure Controls and Procedures

Graber, who serves as our Co-Chief Executive Officer and Chairman of the Board, and Sebastian Lux, who serves as our Co-Chief Executive

Officer, Chief Financial Officer, and Principal Financial Officer (collectively referred to herein as “ Senior Management ”),

evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2023.

The term “disclosure controls and procedures,”

as defined in Rule 13a-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that

information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in the SEC’s rules and forms.

Senior Management recognizes that any

controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives

and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

on its evaluation, Senior Management concluded as of March 31, 2023 that our disclosure controls and procedures were not effective because

of material weaknesses in our internal control over financial reporting, described below in Management’s Report on Internal Control

Over Financial Reporting.

Notwithstanding the identified material weaknesses, Senior Management believes the consolidated financial statements

included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations

and cash flows at and for the periods presented in accordance with U.S.

Report on Internal Control Over Financial Reporting

Management, is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Rule 13a-15(f) under the Exchange Act.

An evaluation was performed of the effectiveness of the Company’s internal control over

financial reporting.

The evaluation was based on the framework in 2013 Internal Control — Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (“COSO”).

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

its evaluation under the criteria set forth in 2013 Internal Control — Integrated Framework, Senior Management concluded that,

as of March 31, 2023 our internal control over financial reporting was not effective because of the identification of material weaknesses

described as follows:

did not have controls designed to validate the completeness and accuracy of underlying data

used in the determination of accounting transactions.

Accordingly, we believe we have a material

weakness because there is a reasonable possibility that a material misstatement to the interim

or annual consolidated financial statements would not be prevented or detected on a timely

do not have written documentation of our internal control policies and procedures.

documentation of key internal controls over financial reporting is a requirement of Section

404 of the Sarbanes-Oxley Act which is applicable to us.

Management evaluated the impact

of our failure to have written documentation of our internal controls and procedures on our

assessment of our disclosure controls and procedures and has concluded that the control deficiency

that resulted represented a material weakness.

do not have sufficient segregation of duties within accounting functions, which is a basic

internal control.

Due to our size and nature, segregation of all conflicting duties may not

always be possible and may not be economically feasible.

However, to the extent possible,

the initiation of transactions, the custody of assets and the recording of transactions should

be performed by separate individuals.

Management evaluated the impact of our failure to have

segregation of duties on our assessment of our disclosure controls and procedures and has

concluded that the control deficiency that resulted represented a material weakness.

have an inadequate number of personnel with requisite expertise in the key functional areas

of finance and accounting.

do not have a functioning audit committee, resulting in ineffective oversight in the establishment

and monitoring of required internal controls and procedures.

Plan for Material Weaknesses in Internal Control over Financial Reporting

Management of the Company is committed to improving its internal controls and will (i) continue to use third party specialists to address

shortfalls in staffing and to assist the Company with accounting and finance responsibilities;

(ii) increase the frequency of independent

reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel;

seek to add a full-time Chief Financial Officer to replace Mr.

Lux when the Company has adequate financial resources;

and, (iv) is currently

considering appointing audit committee members in the future.

Management has discussed the material weaknesses noted above with our independent registered public accounting firm.

Due to the nature

of these material weaknesses, it is reasonably possible that misstatements which could be material to the annual or interim consolidated

financial statements could occur that would not be prevented or detected during our financial close and reporting process.

Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to

temporary rules of the SEC that permit us to provide only management’s report in this Quarterly Report.

in Internal Controls Over Financial Reporting

were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2023 that have materially

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

However, Senior Management is

currently seeking to improve our controls and procedures in an effort to remediate the deficiencies described above.

II – OTHER INFORMATION

David Graber, who serves

as our Co-Chief Executive Officer and Chairman of the Board, and Sebastian Lux, who serves as our Co-Chief Executive Officer, Chief Financial

Officer, and Principal Financial Officer (collectively referred to herein as “ Senior Management ”), evaluated the effectiveness

of our disclosure controls and procedures as of June 30, 2023.

The term “disclosure controls and procedures,” as defined in

Rule 13a-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required

to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported,

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

Senior Management recognizes that any controls and procedures, no

matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily

applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on its evaluation, Senior

Management concluded as of June 30, 2023 that our disclosure controls and procedures were not effective because of material weaknesses

in our internal control over financial reporting.

Notwithstanding the identified material weaknesses, Senior Management believes the consolidated financial statements included in this

Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows

at and for the periods presented in accordance with U.S.

Changes in Internal

Controls Over Financial Reporting

There were no changes

in our internal control over financial reporting that occurred during the quarter ended June 30, 2023 that have materially affected, or

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

However, Senior Management is currently seeking

to improve our controls and procedures in an effort to remediate the deficiencies described above.

PART II – OTHER INFORMATION

Legal Proceedings.

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