What changed in this filing

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

2023-08-10 compared with 2023-05-10 · 39 added, 49 removed, 4 unchanged (96% of the section changed)

Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

As a smaller reporting company, we are not required to provide the information required by this Item.

Disclosure Controls and Procedures

of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting is a process designed by, or under the

supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected

by our board of directors to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes

those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures

of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that

could have a material effect on the financial statements.

Our management evaluated, with the participation of our chief executive officer

and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of

March 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers

concluded that, as of the evaluation date, our disclosure controls and procedures were not effective due to the following material weaknesses:

of sufficient resources necessary to provide adequate segregation of duties related to the

preparation and review of financial information used in financial reporting and review of

controls over the financial reporting process, including documentation of review/approval

of journal entries and reconciliations;

● Insufficient

IT controls which are effectively designed and implemented, specifically related to user/superuser

access to the Company’s financial reporting system.

deficiencies described above if not remedied, could result in a misstatement of one or more account balances or disclosures in our annual

or interim consolidated financial statements that would not be prevented or detected, and, accordingly, we determined that these control

deficiencies constitute a material weakness.

address our material weakness, we intend to engage an outside firm to advise on our financial reporting processes and intend to implement

new financial accounting controls and processes.

We intend to continue to take steps to remediate the material weakness described above

through implementing enhancements and controls within our accounting systems, subject to budget limitations.

We will not be able to remediate

these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time

and Management has concluded, through testing, that the controls are operating effectively.

The redesign and implementation of improvements

to our accounting and proprietary systems and controls may be costly and time consuming and the cost to remediate may impair our results

of operations in the future.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those

systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

were no 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) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our

have adopted and maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required

to be disclosed in the reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is collected, recorded, processed,

summarized and reported within the time periods specified in the rules of the SEC.

Our disclosure controls and procedures are also designed

to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.

As required under Exchange Act Rule 13a-15, our management, including our Chief Executive Officer and our Chief Financial Officer, has

conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report.

Based upon that evaluation, management identified material weaknesses in our internal control over financial reporting.

weaknesses identified to date include:

(i) lack of sufficient resources necessary to provide adequate segregation of duties related to

the preparation and review of financial information used in financial reporting and review of controls over the financial reporting process,

including documentation of review/approval of journal entries and reconciliations;

and (ii) insufficient IT controls which are effectively

designed and implemented, specifically related to user/superuser access to the Company’s financial reporting system.

of June 30, 2023, based on evaluation of these disclosure controls and procedures, management concluded that our disclosure controls

and procedures were not effective.

To address our material weakness, we intend to engage an outside firm to advise on our financial reporting

processes and intend to implement new financial accounting controls and processes.

We intend to continue to take steps to remediate the

material weakness described above through implementing enhancements and controls within our accounting systems, subject to budget limitations.

We will not be able to remediate these control deficiencies until these steps have been completed and have been operating effectively

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

and implementation of improvements to our accounting and proprietary systems and controls may be costly and time consuming and the cost

to remediate may impair our results of operations in the future.

light of the conclusion that our disclosure controls and procedures were not effective at June 30, 2023, we have applied particular

procedures and processes as necessary to ensure the reliability of our financial reporting with respect to this quarterly report.

Accordingly, we believe, based on our knowledge that:

(i) this quarterly report does not contain any untrue statement of material

fact or omit a statement of material fact necessary to make the statements made, in light of the circumstances under which they were

made, not misleading with respect to the period covered by this report;

and (ii) the consolidated financial statements, and other

financial information included in this quarterly report, fairly present in all material respects our financial condition, results of

operations, and cash flows as of and for the periods presented in this quarterly report.

Changes in Internal Control

were no 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) during the fiscal quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

II—OTHER INFORMATION

PART II—OTHER INFORMATION

Legal Proceedings

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 3. Quantitative and Qualitative Disclosures About Market Risk