What changed in this filing

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Item 4. Controls and Procedures

2023-12-18 compared with 2021-07-20 · 70 added, 23 removed, 2 unchanged (98% of the section changed)

Controls and Procedures

Disclosure controls and procedures

are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including

our Chief Executive Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information

is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting

officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter

ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this

evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered

by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable

assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized

and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial

the most recently completed fiscal quarter ended March 31, 2021, there was no change in our internal control over financial reporting

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted

an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30,

2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation, our chief executive

officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures

were not effective.

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time period specified in the

SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely

decisions regarding required disclosure.

management evaluated, with the participation of our Chief Executive Officer and Principal Financial Officer (our “Certifying Officers”),

the effectiveness of our disclosure controls and procedures as of September 30, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2023, our disclosure controls and procedures

were not effective, due to the previously disclosed material weakness in our internal control over financial reporting relating to the

accounting treatment for complex financial instruments and the failure to properly account for and disclose such instruments, in addition

to a material weakness in internal control related to the lack of review controls over financial reporting , required filings and

related disclosures.

Report on Internal Controls over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for

external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of

the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in

accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management

and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated

financial statements.

Also, 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 or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2023.

In making these assessments,

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control

— Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective

internal control over financial reporting as of September 30, 2023, due to the material weakness in our internal control over financial

reporting relating to the Company’s accounting for complex financial instruments and related disclosure in addition to a material

weakness in internal control related to the lack of review controls over financial reporting, required filings and related disclsoures.

has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our

review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to

accounting literature, identification and consideration of third-party professionals with whom to consult regarding complex accounting

applications and implementing additional layers of reviews in the financial close process.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 covered by this

Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial

reporting, with the exception of the below.

noted a lack of review controls over the financial accounting close, required filings and reporting process that resulted in an erroneously

filed Quarterly Report on Form 10-Q which is being corrected with this amended filing.

Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures

including consulting with subject matter experts related to the accounting for temporary and permanent equity and the restatement of

the Prior Financials.

The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources

for the remediation of the material weakness and improvement of our internal control over financial reporting.

The Company’s management

will review the financial statement close process and perform a more thorough review of the closing process, financial statements, filing

and related workbooks and schedules.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements

and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure

that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

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/A

Item 4. Controls and Procedures