What changed in this filing

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Item 4. Controls and Procedures

2024-11-19 compared with 2024-08-16 · 40 added, 41 removed, 37 unchanged (69% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We have established disclosure

controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange

Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated

We have established disclosure controls

and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act

is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated

to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required

Our principal executive officer

and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness

of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act) as of the end of the period covered by this Quarterly Report.

Based upon our evaluation, each of our principal executive

officer and principal financial officer has concluded that the Company’s internal control over financial reporting was not effective

as of the end of the period covered by this Quarterly Report because the Company has not yet completed its remediation of the material

weakness previously identified and disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the

end of its most recent fiscal year.

Management has identified

the following material weaknesses:

Our principal executive officer and principal

financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design

and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)

as of the end of the period covered by this Quarterly Report.

Based upon our evaluation, each of our principal executive officer and principal

financial officer has concluded that the Company’s internal control over financial reporting was not effective as of the end of

the period covered by this Quarterly Report because the Company has not yet completed its remediation of the material weakness previously

identified and disclosed in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023, the end of its most

recent fiscal year.

Management has identified the following

material weaknesses:

We do not have sufficient resources in our accounting department, which restricts our ability to gather,

16 unchanged sentences

duties or program change management controls for certain financially relevant systems impacting the Company’s processes around revenue

recognition and digital assets to ensure that IT program and data changes affecting the Company’s (i) financial IT applications,

(ii) digital assets mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately

recognition and crypto assets to ensure that IT program and data changes affecting the Company’s (i) financial IT applications,

(ii) crypto assets mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately

to validate that data produced by its relevant IT system(s) were complete and accurate.

4 unchanged sentences

Planned Remediation

Management 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.

Management 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:

(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

4 unchanged sentences

strong Sarbanes Oxley and internal control backgrounds.

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.

Despite the existence of these

material weaknesses, we believe that the condensed consolidated financial statements included in the period covered by this Quarterly

Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented

in conformity with U.S.

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.

Despite the existence of these material

weaknesses, we believe that the condensed consolidated financial statements included in the period covered by this Quarterly Report fairly

present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity

generally accepted accounting principles.

Changes in Internal Controls over Financial Reporting.

Except as detailed above,

during the fiscal quarter ended June 30, 2024, 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

affect our internal control over financial reporting.

Except as detailed above, during the fiscal

quarter ended September 30, 2024, 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 affect

our internal control over financial reporting.

PART II — OTHER INFORMATION

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