What changed in this filing

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Item 4. Controls and Procedures

2022-05-23 compared with 2021-11-19 · 31 added, 42 removed, 34 unchanged (68% of the section changed)

18 unchanged sentences

and fair value estimates, in a timely manner.

In addition, due to our size and nature, segregation of all conflicting duties may not always

be possible and may not be economically feasible.

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

during our assessment of our disclosure controls and procedures and concluded that the control deficiency that resulted represented a

material weakness.

Our primary user access controls (i.e.

provisioning, de-provisioning, privileged access and user access reviews) to

ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access to the financially

relevant systems and data to appropriate personnel were not designed and/or implemented effectively.

We did not design and/or implement

sufficient controls for program change management to certain financially relevant systems affecting our processes.

A material weakness is a control

2 unchanged sentences

Planned Remediation

in coordination with the input, oversight and support of our Audit Committee, has identified the measures below to strengthen our control

environment and internal control over financial reporting.

August 19, 2020, Mr.

Horne resigned as our Chief Financial Officer and was appointed our President, and later became our Chief Executive

Cragun, who had served as the Company’s Chief Accounting Officer since October 1, 2018, succeeded Mr.

Chief Financial Officer of the Company.

In January 2018, we engaged the services of a financial accounting advisory firm.

In January 2019,

we hired a Senior Vice President of Finance.

In May 2019, we hired an Executive Vice President and General Counsel, who later became our

President and General Counsel.

Finally, in January 2021, we hired a Director of Reporting.

These individuals were tasked with expanding

and monitoring the Company’s internal controls, to provide an additional level of review of complex financial issues and to assist

with financial reporting.

On October 7, 2019, we created an Executive Committee which is currently comprised of our Executive Chairman,

Chief Executive Officer and President.

The Executive Committee meets on a daily basis to address the Company’s critical needs and

provides a forum to approve transactions which are communicated to the Company’s Chief Financial Officer and Senior Vice President

of Finance on a bi-weekly basis by our Chief Executive Officer, who also reviews all of the Company’s material transactions and

reviews the financial performance of each of our subsidiaries.

On December 16, 2020, in consultation with the Chairman of the Audit Committee,

we engaged a professional services firm to review management’s assessment of compliance with Section 404 of the Sarbanes-Oxley Act

of 2002 and to identify internal control process improvement opportunities.

These changes have improved and simplified our internal processes

and resulted in enhanced controls.

While these changes have improved and simplified our internal processes and resulted in enhanced controls,

these enhancements have not been operating for a sufficient period of time for management to conclude, through testing, that these controls

are operating effectively.

Further, as we continue to expand our internal accounting department, the Chairman of the Audit Committee shall

perform the following:

· assist with documentation and implementation of policies and procedures and monitoring of controls, and

· review all anticipated transactions that are not considered in the ordinary course of business to assist

in the early identification of accounting issues and ensure that appropriate disclosures are made in the Company’s financial statements

We are currently working to

improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in

our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures.

These material

weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time

and management has concluded, through testing, that these controls are operating effectively.

continues to work to improve its controls related to our material weaknesses, specifically relating to user access and change management

surrounding our IT systems and applications.

Management will continue to implement measures to remediate material weaknesses, such that

these controls are designed, implemented, and operating effectively.

The remediation actions include:

(i) enhancing design and documentation

related to both user access and change management processes and control activities;

and (ii) developing and communicating additional policies

and procedures to govern the area of IT change management.

In order to achieve the timely implementation of the above, management has

commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis.

Engaging a third-party specialist to assist management with improving the Company’s overall control environment, focusing on change management and access controls,

Implementing new applications and systems that are aligned with management’s focus on creating strong internal controls;

Continuing to increase headcount across the Company, with a particular focus on hiring individuals with strong Sarbanes Oxley and internal control backgrounds.

are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the

material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and

These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for

a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Despite the existence of these

10 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