What changed in this filing

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Item 4. Controls and Procedures

2024-05-20 compared with 2023-11-20 · 32 added, 10 removed, 18 unchanged (70% of the section changed)

7 unchanged sentences

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of September 30, 2023, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The material weaknesses, which relate to internal control over financial reporting, that were identified are:

Based on management’s evaluation, our

Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of

March 31, 2024, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to

provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act

is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information

is accumulated and communicated to our management, including our Chief Financial Officer, as appropriate, to allow timely decisions

regarding required disclosure.

The material weaknesses, which relate to internal control over financial reporting, that were

identified are:

(1) We did not have enough personnel in our accounting and financial reporting functions.

Due to insufficient personnel in our accounting department, we were not able to achieve adequate segregation of duties, and, as a result, we did not have adequate review controls surrounding:

(i) our technical accounting matters in our financial reporting process, and (ii) the work of specialists involved in the estimation process.

Due to new relationships with a small banking institution and consultants in the current year, we were not able to achieve adequate controls surrounding the review and dual authorization of certain treasury transactions and fixed assets.

These control deficiencies, which are pervasive in nature, result in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

Management believes that the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical issues we have encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department as a whole.

Since our assessment as of September 30, 2023, we have continued to hire additional external accounting staff, whom are consultants with expertise in research and technical guidance, and we are working to retain additional qualified valuation experts that report on their internal controls.

We have also begun to implement further review controls and processes surrounding treasury and fixed assets.

Due to insufficient

personnel in our accounting department, we were not able to achieve adequate segregation of duties, and, as a result, we did not

have adequate review controls surrounding:

(i) our technical accounting matters in our financial reporting process, and (ii) the

work of specialists involved in the estimation process.

Due to new relationships with a small banking institution and consultants in

2023, we were not able to achieve adequate controls surrounding the review and dual authorization of certain treasury transactions

and fixed assets.

(2) We did not always follow certain review and authorization procedures related to corporate governance.

vacancy of an independent audit committee chairman with financial expertise, and failing to adhere to certain corporate governance

administrative procedures, we did not achieve adequate review at the independent Board of Director level over subjective and complex

accounting and risk assessment.

These control deficiencies, which are pervasive in nature, result in a reasonable possibility that

material misstatements of the financial statements will not be prevented or detected on a timely basis.

Management believes that the

hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical issues we have

encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department

Since our assessment as of March 31, 2024, we have continued to hire additional external accounting staff with

expertise in research and technical guidance, and we are working to retain additional qualified valuation experts that report on

their internal controls.

We have also begun to implement further review controls and processes surrounding treasury and fixed

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

2 unchanged sentences

Such changes include multiple additional reviewers of financial information before it is submitted for filing with the SEC.

There were no other changes in our internal controls identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the three months ended September 30, 2023 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have also instituted further internal controls surrounding treasury, so that proper dual authorization is required by our banking institutions to process capital expenditures in 2024.

There were no other changes in our internal controls identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the three months ended March 31, 2024 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

4 unchanged sentences

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