Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
At
the end of the period covered by this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, an evaluation was
carried out under the supervision of and with the participation of our management, including the CEO and the Chief Financial Officer
(“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in
Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that,
as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective due to
the material weakness in internal control over financial reporting described below.
The
Company’s disclosure controls and procedures have been designed to ensure that: (i) information required to be disclosed
by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports
filed under the Exchange Act is accumulated and communicated to management, including the CEO and the CFO, as appropriate, to
allow for accurate and timely decisions regarding required disclosure.
26
Management
does not expect that our disclosure controls and procedures will prevent all error and all fraud. The effectiveness of our or
any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that
the objectives of the system will be met and is subject to certain limitations, including the exercise of judgment in designing,
implementing and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.
Material
Weakness in Internal Control over Financing Reporting Existing as of September 30, 2022
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be
prevented or detected on a timely basis.
Our
management concluded that we did not maintain effective internal control over financial reporting as of September 30, 2022, due
to a material weakness relating to our controls, specifically, the Company’s controls over the accounting for non-routine
transactions were not adequately designed to ensure the consideration of all related relevant accounting guidance when such transactions
were recorded. This material weakness resulted in the restatement of the Company’s consolidated financial statements as
of and for the fiscal years ended June 30, 2022 and 2021 and the interim periods ended September 30, 2021, December 31, 2021 and
March 31, 2022. Additionally, this material weakness could result in a misstatement of the aforementioned account balances or
disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would
not be prevented or timely detected.
Remediation
Plan for the Material Weakness
In
order to remediate the material weakness, the Company’s management plans to enhance the design of its control over the consideration
of all related relevant accounting guidance for the initial recording and subsequent measurements of non-routine transactions.
The material weakness cannot be considered remediated until the newly designed control activity operates for a sufficient period
of time and management has concluded, through testing, that all related relevant accounting guidance for non-routine transactions
has been considered in connection with the Company’s normal quarterly close and review procedures for each quarter. Until
the material weakness is remediated, we will continue to perform additional analyses and other post-closing procedures to ensure
that our consolidated financial statements are prepared in accordance with U.S. GAAP.
Changes
in Internal Control over Financial Reporting
There
have been no changes in the Company’s internal control over financial reporting during the three months ended September
30, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over
financial reporting.
PART II
— OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.