What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2022-08-16 compared with 2022-02-14 · 65 added, 73 removed, 20 unchanged (87% of the section changed)

CONTROLS AND PROCEDURES

Definition and Limitations of Disclosure

Controls and Procedures

Our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange

Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s

rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial

officer, as appropriate, to allow timely decisions regarding required disclosures.

Evaluation of Disclosure Controls and

The management of the

Company, under the supervision and with the participation of our Chief Executive Officer and Chief Operating Officer, has evaluated the

effectiveness of the Company’s disclosure controls and procedures (as such term is defined in the Exchange Act), as of December

Based on such evaluation, our principal executive officer and principal financial and accounting officer have concluded that,

as of the end of such period, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance

that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded,

processed, summarized and reported, on a timely basis, and (ii) accumulated and communicated to the Company’s management, including

the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required

disclosures due to the material weaknesses identified in our internal control over financial reporting as of December 31, 2021.

Previously Reported Material Weakness

on Internal Control Over Financial Reporting

In the 2021 Form 10-K,

filed with the SEC on July 30, 2021, management concluded that our internal control over financial reporting was not effective as of

March 31, 2021.

In the evaluation, management identified material weaknesses in internal controls related to our financial

close and reporting process and information and communication controls.

Management also concluded that we did not have a sufficient complement

of corporate personnel with appropriate levels of accounting and controls knowledge and experience commensurate with our financial reporting

requirements to appropriately analyze, record and disclose accounting matters completely and accurately.

As a result of this evaluation,

management extensively used outside consultants who possessed the appropriate levels of accounting and controls knowledge.

Definition and Limitations of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined

in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed

to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed,

summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii)

accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate,

to allow timely decisions regarding required disclosures.

Evaluation of Disclosure Controls and Procedures

The management of the Company, under the supervision

and with the participation of our Chief Executive Officer and Chief Operating Officer, has evaluated the effectiveness of the Company’s

disclosure controls and procedures (as such term is defined in the Exchange Act), as of June 30, 2022.

Based on such evaluation, our principal

executive officer and principal financial and accounting officer have concluded that, as of the end of such period, the Company’s

disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by the

Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, on a timely

basis, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer

and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures due to the material weaknesses identified

in our internal control over financial reporting as of June 30, 2022.

Previously Reported Material Weakness on Internal Control Over Financial

In the 2022 Form 10-K, filed with the SEC on July

1, 2022, management concluded that our internal control over financial reporting was not effective as of March 31, 2022.

the evaluation, management identified material weaknesses in internal controls related to our financial close and reporting process and

information and communication controls.

Management also concluded that we did not have a sufficient complement of corporate personnel

with appropriate levels of accounting and controls knowledge and experience commensurate with our financial reporting requirements to

appropriately analyze, record and disclose accounting matters completely and accurately.

As a result of this evaluation, management extensively

used outside consultants who possessed the appropriate levels of accounting and controls knowledge.

Remediation .

identification of this control deficiency, management is implementing modifications to better ensure that the Company has appropriate

Following identification

of this control deficiency, management is implementing modifications to better ensure that the Company has appropriate

and timely reviews on all financial reporting analysis.

8 unchanged sentences

Company’s financial statements.

The steps we took to

address the deficiencies identified included:

● we hired a new Chief Financial

● we hired a new Executive Vice-President

(“EVP”) Accounting;

● we have engaged in efforts

to restructure accounting processes and revise organizational structures to enhance accurate accounting and appropriate financial reporting;

● we have hired additional experienced

accounting personnel in the corporate office to enhance the application of accounting standards and our financial closing and reporting

● we have engaged external advisors

to provide financial accounting and reporting assistance;

● we will enhance information

and communication processes through information technology solutions to ensure that information needed for financial reporting is accurate,

complete, relevant and reliable, and communicated in a timely manner;

● we have engaged external advisors

to evaluate and document the design and operating effectiveness of our internal control over financial reporting and assist with the

remediation and implementation of our internal control function.

As noted above, we believe

that, as a result of management’s in-depth review of its accounting processes, and the additional procedures management has implemented,

there are no material inaccuracies or omissions of material fact in this Form 10-Q and, to the best of our knowledge, we believe that

the consolidated financial statements in this Form 10-Q fairly present in all material respects our financial condition, results

of operations and cash flows in conformity with GAAP.

We and our Board treat

the controls surrounding, and the integrity of, our financial statements with the utmost priority.

Management is committed to the planning

and implementation of remediation efforts to address control deficiencies and any other identified areas of risk.

These remediation efforts

are intended to both address the identified material weakness and to enhance our overall financial control environment.

We are committed

to maintaining a strong internal control environment, and we believe the measures described above will strengthen our internal control

over financial reporting and remediate the material weakness we have identified.

Our remediation efforts have begun, and we will continue

to devote significant time and attention to these remedial efforts.

As we continue to evaluate and work to improve our internal

control over financial reporting, management may determine to take additional measures to strengthen controls or to modify the remediation

plan described above, which may require additional implementation time.

Changes in Internal

Control Over Financial Reporting

There have been no changes,

other than our remediation efforts discussed above, in the Company’s internal control over financial reporting during the fiscal

quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal

control over financial reporting.

The steps we took to address the deficiencies

identified included:

hired a new Chief Financial Officer;

hired a new Executive Vice-President (“EVP”) Accounting;

have engaged in efforts to restructure accounting processes and revise organizational structures to enhance accurate accounting and appropriate financial reporting;

have hired additional experienced accounting personnel in the corporate office to enhance the application of accounting standards and

our financial closing and reporting process;

have engaged external advisors to provide financial accounting and reporting assistance;

will enhance information and communication processes through information technology solutions to ensure that information needed for financial

reporting is accurate, complete, relevant and reliable, and communicated in a timely manner;

have engaged external advisors to evaluate and document the design and operating effectiveness of our internal control over financial

reporting and assist with the remediation and implementation of our internal control function.

As noted above, we believe that, as a result of

management’s in-depth review of its accounting processes, and the additional procedures management has implemented, there are no

material inaccuracies or omissions of material fact in this Form 10-Q and, to the best of our knowledge, we believe that the consolidated

financial statements in this Form 10-Q fairly present in all material respects our financial condition, results of operations

and cash flows in conformity with GAAP.

We and our Board treat the controls surrounding,

and the integrity of, our financial statements with the utmost priority.

Management is committed to the planning and implementation of

remediation efforts to address control deficiencies and any other identified areas of risk.

These remediation efforts are intended to

both address the identified material weakness and to enhance our overall financial control environment.

We are committed to maintaining

a strong internal control environment, and we believe the measures described above will strengthen our internal control over financial

reporting and remediate the material weakness we have identified.

Our remediation efforts have begun, and we will continue to devote significant

time and attention to these remedial efforts.

As we continue to evaluate and work to improve our internal control over financial

reporting, management may determine to take additional measures to strengthen controls or to modify the remediation plan described above,

which may require additional implementation time.

Changes in Internal Control Over Financial

There have been no changes, other than our remediation

efforts discussed above, in the Company’s internal control over financial reporting during the fiscal quarter ended June 30, 2022

that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

7 unchanged sentences

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