What changed in this filing

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Item 4. Controls and Procedures

2022-02-09 compared with 2021-08-05 · 25 added, 19 removed, 24 unchanged (65% of the section changed)

6 unchanged sentences

decisions regarding required disclosure.

connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, an evaluation was performed

connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, an evaluation was performed

under the supervision and with the participation of management, including the chief executive officer and chief financial officer, of

1 unchanged sentence

Based on their evaluation, they

have concluded that our disclosure controls and procedures were not effective as of June 30, 2021.

This determination is based on the

previously reported material weakness management previously identified in our internal control over financial reporting, as described

have concluded that our disclosure controls and procedures were not effective as of December 31, 2021.

This determination is based on

the previously reported material weakness management previously identified in our internal control over financial reporting, as described

We are in the process of remediating the material weakness in our internal control, as described below.

3 unchanged sentences

Reported Material Weakness in Internal Control Over Financial Reporting

our Annual Report for the year ended September 30, 2020, filed with the SEC on December 14, 2020, management concluded that our internal

control over financial reporting was not effective as of September 30, 2020.

In the evaluation, management identified a material weakness

in internal control related to the proper design and implementation of controls over our income tax provision, specifically over management’s

review of the income tax provision.

our Annual Report for the year ended September 30, 2021, filed with the SEC on December 14, 2021, management concluded

that our internal control over financial reporting was not effective as of September 30, 2021.

In the evaluation, management identified

a material weakness in internal control related to the proper design and implementation of controls over our estimates relating to

the impairment of goodwill, indefinite-lived intangibles and long-lived assets, specifically over the precision of management’s

review of certain assumptions.

Efforts to Address Material Weakness

1 unchanged sentence

internal control over financial reporting.

Management has been implementing, and continues to implement, measures designed to ensure

that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and

operating effectively.

will enhance our risk assessment process over the design and implementation of internal controls over the income tax provision, including

enhanced review controls to be performed by senior accounting management.

In addition, management has retained the services of a new

third-party income tax consultant to assist in the preparation and review of the income tax provision.

As such, we are in the process of adding controls to increase the precision of the review

of all assumptions used in the impairment valuation model.

We will also conduct senior management reviews of any and all material estimates

that are applied in these instances.

is our belief that these actions will effectively remediate the existing material weakness.

in Internal Control Over Financial Reporting

than as described above, no changes in the Company’s internal control over financial reporting that occurred during the quarter

ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control

over financial reporting.

On October 18, 2021, we completed our

acquisition of eleven gentlemen’s clubs, six related real estate properties, and associated intellectual property (see Note 4

to our unaudited condensed consolidated financial statements).

Management has considered this transaction material to the results of

operations, cash flows, and financial position from the date of acquisition through December 31, 2021, and believes that the

internal controls and procedures of the acquisition have a material effect on internal controls over financial reporting.

currently in the process of incorporating the internal controls of the acquired group into the internal controls over financial

reporting for our assessment of and report on internal controls over financial reporting for September 30, 2023.

than as described above, there were no changes in the Company’s internal control over financial reporting that occurred

during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s

internal control over financial reporting.

II—OTHER INFORMATION

3 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.

What changed 10-Q

Item 4. Controls and Procedures