What changed in this filing

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Item 4. Controls and Procedures

2024-05-15 compared with 2023-11-13 · 32 added, 32 removed, 13 unchanged (83% of the section changed)

Controls and Procedures.

Our Chief Executive Officer and Chief Financial

Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined

in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as of

September 30, 2023, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange

Our Chief Executive Officer

and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures,

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”),

as of March 31, 2024, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange

Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including to

3 unchanged sentences

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as

of September 30, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material

weaknesses identified and described in Item 9A(b) of our Annual Report on Form 10-K for the year ended December 31, 2022.

believe that subsequent to the Merger, we have begun to remediate these weaknesses by appointing a new Chief Financial Officer and utilizing

the accounting and financial staff employed by SSI-India.

of March 31, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level in that:

We do not have written documentation for some of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.

Management evaluated the impact of our failure to have written documentation for some of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted does not represent a material weakness.

We do not have complete segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and procedures and has concluded that the control deficiency that resulted does not represent a material weakness.

Notwithstanding the foregoing,

over the last year, we have been addressing and remediating these weaknesses with the support and assistance of the accounting and financial

staff of our Indian operating subsidiary (“ SSI-India ”).

We have also begun to implement a new ERP system at SSI-India

which will integrate all business functions within the accounting and financial department to further address the abovementioned weaknesses.

Some of the functional modules like Human Resource Management, Suppliers Chain Management, Production and material management have already

been rolled out on test basis while work on other ERP modules is currently in progress.

Our Chief Executive Officer and Chief Financial

Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud.

Officer do not expect that our disclosure controls or internal controls will prevent all errors and all fraud.

Although our disclosure

2 unchanged sentences

how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered

relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the

realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistake.

Additionally,

controls can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design will succeed

in achieving its stated goals under all potential future conditions.

Changes in Internal Controls Over Financial

the design of any control system is subject to resource constraints and the benefits of controls must be considered relative to their

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all

control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities

that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.

Additionally, controls

can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions.

(b) Changes in Internal Controls Over Financial

There were no changes in our internal controls

over financial reporting that occurred during the period covered by this report that have materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Legal Proceedings.

Not Applicable.

Risk Factors.

As a “ smaller reporting company, ”

we are not required to provide the information required by this Item.

Unregistered Sales of Equity Securities

and Use of Proceeds.

Defaults Upon Senior Securities.

Mine Safety Disclosures.

Not applicable.

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