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We have established disclosure
−Removed: controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange
−Removed: Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated
−Removed: to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required
+Added: controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the
+Added: Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated
+Added: and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions
+Added: regarding required disclosure.
Our principal executive officer
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31, 2022, the end of its most recent fiscal year.
−Removed: Specifically, management has
−Removed: determined that we do not have sufficient resources in our accounting function, which restricts our ability to gather, analyze and properly
−Removed: review information related to financial reporting, including applying complex accounting principles relating to consolidation accounting
−Removed: and fair value estimates, in a timely manner.
−Removed: Due to our size and nature, segregation of all conflicting duties may not always be possible
−Removed: and may not be economically feasible.
−Removed: However, to the extent possible, the initiation of transactions, the custody of assets and the recording
−Removed: of transactions should be performed by separate individuals.
+Added: Management has identified
+Added: the following material weaknesses:
+Added: We do not have sufficient resources in our accounting department, which restricts our ability to gather,
+Added: analyze and properly review information related to financial reporting, including applying complex accounting principles relating to consolidation
+Added: accounting, fair value estimates and analysis of financial instruments for proper classification in the consolidated financial statements,
+Added: in a timely manner;
+Added: Due to our size and nature, segregation of all conflicting duties may not always be possible and may not
+Added: be economically feasible.
+Added: However, to the extent possible, the initiation of transactions, the custody of assets and the recording of
+Added: transactions should be performed by separate individuals.
Management evaluated the impact of our failure to have segregation of duties
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material weakness;
−Removed: Our primary user access controls (i.e.
−Removed: provisioning, de-provisioning, privileged access and user access reviews) to
−Removed: ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access to the financially
−Removed: relevant systems and data to appropriate personnel were not designed and/or implemented effectively.
−Removed: We did not design and/or implement
−Removed: sufficient controls for program change management to certain financially relevant systems affecting our processes.
−Removed: A material weakness is a control
−Removed: deficiency or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual
−Removed: or interim financial statements will not be prevented or detected.
+Added: Our primary user access controls (i.e., provisioning, de-provisioning, privileged access and user access
+Added: reviews) to ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access to the
+Added: financially relevant systems and data to appropriate personnel were not designed and/or implemented effectively.
+Added: We did not design and/or
+Added: implement sufficient controls for program change management to certain financially relevant systems affecting our processes;
+Added: The Company did not design and/or implement user access controls to ensure appropriate segregation of
+Added: duties or program change management controls for certain financially relevant systems impacting the Company’s processes around revenue
+Added: recognition and digital assets to ensure that IT program and data changes affecting the Company’s (i) financial IT applications,
+Added: (ii) digital currency mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately
+Added: to validate that data produced by its relevant IT system(s) were complete and accurate.
+Added: Automated process-level controls and manual controls
+Added: that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result
+Added: of such deficiency.
+Added: In addition, the Company has not effectively designed a manual key control to detect material misstatements in revenue.
Planned Remediation
−Removed: continues to work to improve its controls related to our material weaknesses, specifically relating to user access and change management
−Removed: surrounding our IT systems and applications.
−Removed: Management will continue to implement measures to remediate material weaknesses, such that
−Removed: these controls are designed, implemented, and operating effectively.
+Added: Management continues to work
+Added: to improve its controls related to our material weaknesses, specifically relating to user access and change management surrounding our
+Added: IT systems and applications.
+Added: Management will continue to implement measures to remediate material weaknesses, such that these controls
+Added: are designed, implemented, and operating effectively.
The remediation actions include:
−Removed: (i) enhancing design and documentation
−Removed: related to both user access and change management processes and control activities;
+Added: (i) enhancing design and documentation related
+Added: to both user access and change management processes and control activities;
and (ii) developing and communicating additional policies
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commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis:
−Removed: · Engaging a third-party specialist to assist management with improving the
−Removed: Company’s overall control environment, focusing on change management and access controls;
−Removed: · Implementing new applications and systems that are aligned with management’s
−Removed: focus on creating strong internal controls;
−Removed: · Continuing to increase headcount across the Company, with a particular focus
−Removed: on hiring individuals with strong Sarbanes Oxley and internal control backgrounds.
−Removed: are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the
−Removed: material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and
−Removed: These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for
−Removed: a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
+Added: · Engaging a third-party specialist to assist management with improving the Company’s overall control
+Added: environment, focusing on change management and access controls;
+Added: · Implementing new applications and systems that are aligned with management’s focus on creating strong
+Added: internal controls;
+Added: · Continuing to increase headcount across the Company, with a particular focus on hiring individuals with
+Added: strong Sarbanes Oxley and internal control backgrounds.
+Added: We are currently working to
+Added: improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in
+Added: our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures.
+Added: These material
+Added: weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time
+Added: and management has concluded, through testing, that these controls are operating effectively.
Despite the existence of these
−Removed: material weaknesses, we believe that the consolidated financial statements included in the period covered by this Quarterly Report on
−Removed: Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented
−Removed: in conformity with U.S.
+Added: material weaknesses, we believe that the condensed consolidated financial statements included in the period covered by this Quarterly
+Added: Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods
+Added: presented in conformity with U.S.
generally accepted accounting principles.
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Except as detailed above,
−Removed: during the most recent fiscal quarter of 2022, there were no significant changes in our internal control over financial reporting (as
+Added: during the fiscal quarter ended March 31, 2023, there were no significant changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially
2 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.