1 unchanged sentence
(a) Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our Chief Executive Officer who also serves as our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2023.
+Added: Our management, with the participation of our Chief Executive Officer who also serves as our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”).
4 unchanged sentences
Due to the material weaknesses in internal control over financial reporting as described below, our Chief Executive Officer who also serves as our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.
−Removed: Material Weakness over Non-Routine Transactions
−Removed: During the course of the preparation of our interim and annual consolidated financial statements for the quarters ending March, 31, 2022 June 30, 2022, and September 30, 2022 and the year ended December 31, 2022, we identified material weaknesses in our controls relating to accounting and disclosure controls for non-routine transactions.
−Removed: Specifically, the controls related to the review of internally and externally prepared reports and analysis used in the financial reporting process and the related income tax implication of non-routine transactions.
−Removed: Remediation Plan
−Removed: In order to remediate these material weaknesses, we plan to implement the following steps to improve the overall processes of identifying and reviewing non-routine transactions and preparing interim financial statements:
−Removed: ● Perform additional internal review processes to ensure the appropriate accounting and disclosure of non-routine transactions.
−Removed: ● Engage a third-party tax specialist to assist us in the preparation and review of interim tax provisions.
−Removed: Should additional changes to the remediation plan be warranted, management will modify the planned measures accordingly.
−Removed: Material Weakness over Information Technology General Controls
−Removed: During the preparation of our annual consolidated financial statements for the year ended December 31, 2022, we identified a material weakness in our controls relating to general information technology controls over logical access and program change management for certain of our key information systems used to support the financial reporting process.
−Removed: Remediation Plan
−Removed: Management will ensure proper segregation of duties over all IT functions ensuring IT personnel are properly trained as to the importance of and specifics over the internal controls for which they are responsible, including consistent, repeatable performance of such controls.
−Removed: Management will also evaluate the responsibilities of its control owners to ensure that proper segregation of duties exists within the process level controls that are dependent upon information produced by IT systems affected by segregation of duties conflicts.
−Removed: Further, management will ensure IT personnel do not have conflicting responsibilities with respect to program changes, administration
−Removed: and user access controls, or that additional controls are implemented to perform an effective review of program changes, administration and user access.
−Removed: Material Weakness over Evidence of Control Performance
−Removed: During the preparation of our annual consolidated financial statements for the year ended December 31, 2022, we identified a material weakness relating to the ineffective design and execution of management’s review of controls, particularly with regard to the precision of the review, evidence of review procedures performed, and the evaluation of the completeness and accuracy of information utilized in the performance of the control.
−Removed: Remediation Plan
−Removed: Management will ensure all personnel are properly trained as to the importance of properly documenting and evidencing the performance of controls.
−Removed: When fully implemented, the Company believes that the measures described above will appropriately remediate the identified material weaknesses, although management may determine that taking additional measures to remediate the material weaknesses may be necessary.
+Added: Based on its assessment, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2024, due to the following previously reported material weaknesses that continued to exist:
+Added: ● Management did not design and maintain effective review controls at a sufficient level of precision with certain financial statement areas and over unusual transactions involving complex accounting and related disclosure requirements.
+Added: ● Management did not maintain effective information technology general controls over user access, program change management, and segregation of duties, within certain key information systems supporting the Company’s accounting and financial reporting processes.
+Added: Additionally, many of the Company’s business process controls dependent upon the information
+Added: derived from these information systems were also ineffective, as management did not design and implement controls to validate the completeness and accuracy of underlying data utilized in the operation of those controls.
+Added: Management’s Plan for Remediation
+Added: In response to the material weaknesses, management, with oversight of the Audit Committee of the Board of Directors, has identified and begun to implement steps to remediate the material weaknesses.
+Added: We have hired a third party consultant during 2023 to assist with the remediation efforts.
+Added: While we have made progress during 2024, the remediation efforts are ongoing, as additional time is needed to complete the remediation and allow for the internal controls to be tested by management.
+Added: Our continued internal control remediation efforts include the following:
+Added: ● Enhancing existing policies and procedures to facilitate more efficient operations and improve the timely execution of key controls by company personnel.
+Added: ● Enhancing program change management, user access provisioning, and monitoring controls to ensure changes to key applications are appropriately reviewed and approved and to enforce appropriate system access and segregation of duties.
+Added: ● Improving the design of key controls to ensure reports used in the performance of such controls are complete and accurate as part of the controls execution.
+Added: We are committed to ensuring that our internal controls over financial reporting are designed and operating effectively.
+Added: Management believes the efforts taken to date and the planned remediation will improve the effectiveness of our internal control over financial reporting.
+Added: While these remediation efforts are ongoing, the controls must be operating effectively for a sufficient period of time and be tested by management in order to consider them remediated and conclude that the design is effective to address the risks of material misstatement.
Changes in Internal Control Over Financial Reporting
−Removed: Except for the continued remediation related to material weaknesses described above, there has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: Except for the material weaknesses described above, there has been no change in the Company’s internal control over financial reporting during the Company’s most recent quarter that has materially affected, or is reasonably likely to materially affect, the Company’s 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.