−Removed: Management’s Report on Disclosure
Controls and Procedures.
−Removed: In connection with the restatement of the
−Removed: Company’s financial statements included in this Amendment, our Chief Executive Officer and Chief Financial Officer re-evaluated
−Removed: the effectiveness of the design and operation of our disclosure controls and procedures and internal control over financial reporting,
−Removed: as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”),
−Removed: as of March 31, 2024.
−Removed: To ensure that information required to be
−Removed: disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within
−Removed: the time periods specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in
−Removed: the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive
−Removed: Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Management’s Report on Disclosure Controls
+Added: and Procedures
+Added: In connection with the restatement of the Company’s
+Added: financial statements included in this Amendment, our Chief Executive Officer and Chief Financial Officer re-evaluated the effectiveness
+Added: of the design and operation of our disclosure controls and procedures and internal control over financial reporting, as defined in Rules
+Added: 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as of June 30,
+Added: To ensure that information required to be disclosed
+Added: by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time
+Added: periods specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in the reports
+Added: filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer
+Added: and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Based on that re-evaluation, our Chief Executive
−Removed: Officer and Chief Financial Officer have concluded that as of March 31, 2024, our disclosure controls and procedures and internal control
+Added: Officer and Chief Financial Officer have concluded that as of June 30, 2024, our disclosure controls and procedures and internal control
over financial reporting were not effective, due to material weaknesses in SSi’s internal control in that:
−Removed: failed to design controls and procedures to provide reasonable assurance that U.S.
−Removed: being properly applied to the matters resulting the restatement of our financial statements,
−Removed: including accounting for merger transaction, recognition of revenue in case of deferred payment
−Removed: sales, recognition of right of use of certain assets and lease liabilities and functional
−Removed: and other classifications, resulting in the accounting errors described in Note 1.
−Removed: of Previously Issued Condensed Consolidated Financial Statements of this Amendment.
−Removed: do not have written documentation of our internal control policies and procedures.
−Removed: documentation of key internal controls over financial reporting is a requirement of Section
−Removed: 404 of the Sarbanes-Oxley Act.
−Removed: Management evaluated the impact of our failure to have written
−Removed: documentation of our internal controls and procedures on our assessment of our disclosure
−Removed: controls and procedures and has concluded that the control deficiency that resulted represented
−Removed: a material weakness.
−Removed: do not have sufficient segregation of duties within accounting functions, which is a basic
−Removed: internal control.
−Removed: Due to our size and nature, segregation of all conflicting duties may not
−Removed: always be possible and may not be economically feasible.
−Removed: However, to the extent possible,
−Removed: the initiation of transactions, the custody of assets and the recording of transactions should
−Removed: be performed by separate individuals.
−Removed: Management evaluated the impact of our failure to have
−Removed: segregation of duties on our assessment of our disclosure controls and procedures and procedures
−Removed: and has concluded that the control deficiency that resulted represented a material weakness.
+Added: We failed to design
+Added: controls and procedures to provide reasonable assurance that GAAP was being properly applied to the matters resulting the restatement
+Added: of our financial statements, including accounting for merger transaction, recognition of revenue in case of deferred payment sales,
+Added: recognition of right of use of certain assets and lease liabilities and functional and other classifications, resulting in the accounting
+Added: errors described in Note 1.
+Added: Restatement of Previously Issued Condensed Consolidated Financial Statements of this Amendment.
+Added: We do not have written documentation of our internal control policies and procedures.
+Added: Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.
+Added: Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
+Added: We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.
+Added: Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.
+Added: However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.
+Added: 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 represented a material weakness.
Remediation Plan
8 unchanged sentences
Although our disclosure
−Removed: controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how
−Removed: well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.
−Removed: the design of any control system is subject to resource constraints and the benefits of controls must be considered relative to their
−Removed: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
−Removed: control issues and instances of fraud, if any, within the Company have been detected.
−Removed: These inherent limitations include the fact that
−Removed: judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.
−Removed: Additionally, controls
−Removed: can be circumvented if there exists in an individual a desire to do so.
−Removed: There can be no assurance that any design will succeed in achieving
−Removed: its stated goals under all potential future conditions.
+Added: controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well
+Added: conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.
+Added: Further, the design
+Added: of any control system is subject to resource constraints and the benefits of controls must be considered relative to their costs.
+Added: of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
+Added: instances of fraud, if any, within the Company have been detected.
+Added: These inherent limitations include the fact that judgments in decision-making
+Added: can be faulty, and that breakdowns can occur because of simple errors or mistakes.
+Added: Additionally, controls can be circumvented if there
+Added: exists in an individual a desire to do so.
+Added: There can be no assurance that any design will succeed in achieving its stated goals under
+Added: all potential future conditions.
(b) Changes in Internal Controls Over Financial
−Removed: Except for the remediation efforts described
−Removed: above, there were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by
−Removed: this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Except for the remediation efforts described above,
+Added: there were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report
+Added: that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
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.