What changed in this filing

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Item 4. Controls and Procedures

2024-08-14 compared with 2024-02-14 · 38 added, 36 removed, 5 unchanged (94% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports

filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing

similar functions, as appropriate, to allow timely decisions regarding required disclosure.

the supervision and with the participation of our management, including our Certifying Officers, we carried out 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 Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective

as of the end of the period covered by this Quarterly Report, due to the inadequate segregation of duties within our account processes

since we had limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting and record

light of this material weakness, we have enhanced our processes to identify and appropriately apply applicable accounting requirements

to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements including making

greater use of third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation

plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

We believe our efforts will enhance our controls relating to accounting for complex financial transactions, but we can offer no assurance

that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

maintain disclosure controls and procedures designed to ensure that material information required to be disclosed in our filings under

the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms and that material information is accumulated and communicated to our management, including our Chief

Executive Officer (CEO), who is our principal executive officer, and Chief Financial Officer (CFO), who is our principal financial and

accounting officer, as appropriate, to allow timely decisions regarding required disclosures.

Our CEO and CFO have evaluated these disclosure

controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q and have determined that such disclosure

controls and procedures were not effective as of March 31, 2024 due to the material weaknesses discussed below.

Notwithstanding

the conclusion that our disclosure controls and procedures were not effective as of the end of the period covered by this report, we

believe that our consolidated financial statements and other information contained in our quarterly report on Form 10-Q present fairly,

in all material respects, our business, financial condition and results of operations for the periods presented.

connection with the preparation of our financial statements as of and for the three months ended March 31, 2024 and 2023, we identified

material weaknesses in our internal control over financial reporting that we are currently working to remediate, which relate to:

insufficient segregation of duties in the financial statement close process;

(b) a lack of sufficient levels of staff with public company

and technical accounting experience to maintain proper control activities and perform risk assessment and monitoring activities;

We have concluded that these material

weaknesses in our internal control over financial reporting occurred because we did not have the necessary business processes, personnel

and related internal controls to operate in a manner to satisfy the accounting and financial reporting timeline requirements of a public

making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO”) in Internal Control-Integrated Framework (issued in 2013).

are focused on designing and implementing effective internal control measures to improve our evaluation of disclosure controls and procedures,

including internal control over financial reporting, and remediating the material weaknesses.

In order to remediate these material weaknesses,

we have taken and plan to take the following actions:

hiring and planned continued hiring of additional accounting staff with public company experience;

Implementation

of new enterprise resource planning system to replace the prior enterprise resource planning system;

Implementation

of additional review controls and processes requiring timely account reconciliation and analyses of certain transactions and accounts,

planned hiring of a national accounting firm to assist in the design and implementation of controls and remediation of control gaps.

in Internal Control Over Financial Reporting

than as discussed above, there have been no changes to our internal control over financial reporting during the quarter ended December

31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15-d-15(f) under the Exchange Act)

during the three months ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

II - OTHER INFORMATION

LEGAL PROCEEDINGS

the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors

in their capacity as such or against any of our property.

are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect

on us or our business.

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