What changed in this filing

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Item 4. Controls and Procedures

2023-05-15 compared with 2022-11-14 · 69 added, 47 removed, 39 unchanged (75% of the section changed)

9 unchanged sentences

Based upon their evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2022

due to a material weakness in accounting for complex financial instruments.

In light of this material weakness, we performed additional

analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S.

accepted accounting principles.

Accordingly, management believes that the financial statements included in this Quarterly Report on Form

10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2023 due

to the material weaknesses described below.

In light of these material weaknesses, we performed additional analysis as deemed necessary

to ensure that our unaudited interim financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material

respects our financial position, results of operations and cash flows for the periods presented.

of Disclosure Controls and Procedures

18 unchanged sentences

Based upon their evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that, solely due to the Company’s restatement of temporary equity of its prior financials,

the Company’s disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not

effective as of September 30, 2022.

Officer and Chief Financial Officer concluded that, solely due to the below-mentioned material weaknesses, the Company’s disclosure

controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of March 31, 2023.

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

1 unchanged sentence

or detected on a timely basis.

In connection with the evaluation of the SEC Statement and management’s subsequent re-evaluation

of its prior financials, the Company determined that there were errors in its accounting for its complex financial instruments.

concluded that a deficiency in internal control over financial reporting existed relating to the accounting treatment for complex financial

instruments and that the failure to properly account for such instruments constituted a material weakness.

This material weakness resulted

in the need to restate prior financials.

The restatement is detailed in the quarterly report for the quarter ending September 30, 2021

as filed on November 15, 2021.

also noted the following to be material weaknesses as of September 30, 2022:

As of September 30, 2022, the Company had failed to document an analysis to identify the substantial doubt about

the ability to continue as a going concern;

evaluate whether the substantial doubt was alleviated by management’s plans;

the going concern in the September 30, 2022 10-Q.

To remediate this material weakness, the Company implemented a quarterly process with

enhanced management review controls to perform and review a going concern analysis and the adequacy of disclosures within the consolidated

financial statements, as applicable based on the results.

The Company proceeded to collectively perform these tasks during the fourth

quarter of 2022 and first quarter of 2023 by continuing to retain a CPA firm (onboarded during the latter part of the third quarter of

2022) to assist with the preparation of the analysis pursuant to the Company’s ability to continue as a going concern and prepare

applicable disclosures.

The analysis and disclosures are then assessed by senior management of the Company performing review of the documentation

and disclosures.

As such, the Company has remediated this material weakness as of March 31, 2023.

consider the following material weaknesses as of March 31, 2023:

A deferred tax asset was created as a result of the business combination occurring on September 28, 2022.

1 unchanged sentence

The Company had failed

to update the calculation as of September 30, 2022 using actual amounts from the business combination.

To alleviate this material weakness,

the Company will be required to implement a quarterly control to calculate and review the deferred tax asset, evaluate the necessity

for any valuation allowance, and reconcile it to the general ledger.

As of September 30, 2022, the Company had negative net working capital.

The working capital deficit is largely driven

by the current portion of the long-term payable owed to Partner Colorado Credit Union.

In accordance with ASC 205-40, in preparing financial

statements for each annual and interim reporting period, management must evaluate whether there are conditions and events that raise

substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements

Substantial doubt was raised at September 30, 2022 and the Company failed to document a going concern analysis to identify

the substantial doubt, evaluate whether the substantial doubt was alleviated by management’s plans, and disclose the going concern

in the September 30, 2022 10-Q.

To alleviate this material weakness, the Company will be required to implement a quarterly control to

perform a going concern analysis and properly disclose when a substantial doubt is determined.

to update the calculation as of September 30, 2022 using actual amounts from the business combination due to ineffective management review

controls over the income tax provision.

alleviate this material weakness, the Company has implemented a quarterly control to calculate and review the deferred tax asset, evaluate

the necessity for any valuation allowance, and reconcile it to the general ledger.

The Company proceeded to collectively perform these

tasks during the fourth quarter of 2022 by retaining a Top 50 CPA firm in the United States to assist in the preparation of the tax provision

and tax compliance work along with management’s independent review of the quarterly income tax provision and valuation of deferred

Recognition :

During fiscal year 2022, the Company’s revenue was primarily earned through certain related party contracts

with PCCU that define contractually the revenue earned by the Company from PCCU for account servicing.

The Company has identified a material

weakness in our internal control over financial reporting related to the need to enhance the design and operating effectiveness of internal

controls over the review of revenue recognition from allocations that occurs on a monthly basis between the Company and PCCU.

alleviate this material weakness, the Company will implement a monthly process with enhanced management review controls to perform and

review revenue recognition.

The analysis and disclosures are then assessed by senior management of the Company performing review of the

documentation and disclosures.

Complex Financial Instruments:

fiscal year 2022 and the three months ending March 31, 2023, the Company had a material weakness with regard to the ineffectiveness in

management review controls of the accounting and valuation of complex financial instruments (warrants, Forward Purchase Agreement, and

stock-based compensation).

To alleviate this material weakness, the Company will

implement a quarterly process with enhanced management review controls to perform and review complex financial instruments.

and disclosures are then assessed by senior management of the Company performing review of the documentation and disclosures.

Credit Losses:

During the three months

ending March 31, 2023, the Company identified a material weakness with regard to the initial implementation of CECL.

This included initially

not having supporting documentation of the model aligning to the calculations recorded, and incorrectly applying the modified retrospective

adoption through the Condensed Unaudited Consolidated Statements of Operations only, as opposed to the Condensed Unaudited Consolidated

Statements of Parent-Entity Net Investment and Stockholders’ Equity on January 1, 2023.

To alleviate this material weakness, the Company enhanced

the allowance model documentation prior to the March 31, 2023, 10-Q filing, and will implement a quarterly process with enhanced management

review controls to perform and review CECL.

The analysis and disclosures are then assessed by senior management of the Company performing

review of the documentation and disclosures.

in Internal Control over Financial Reporting

Other than as noted above in the September 30, 2022 material weaknesses,

was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2022 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.

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

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.

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.

than as noted above in the March 31, 2023 material weaknesses, there was no change in our internal control over financial reporting that

occurred during the fiscal quarter ended March 31, 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.

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

of the material weaknesses and improvement of our internal control over financial reporting.

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

1 unchanged sentence

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