−Removed: and Procedures
Controls and Procedures
−Removed: controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports
−Removed: filed under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods
−Removed: specified in the SEC’s rules and forms.
+Added: Disclosure Controls and Procedures
+Added: Disclosure controls
+Added: are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
+Added: under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified
+Added: in the SEC’s rules and forms.
Disclosure controls are also designed with the objective of ensuring that such information
−Removed: is accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer,
−Removed: as appropriate, to allow timely decisions regarding required disclosure.
+Added: is accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer, as
+Added: appropriate, to allow timely decisions regarding required disclosure.
Internal controls are procedures which are designed with
2 unchanged sentences
statements in conformity with GAAP.
−Removed: connection with the preparation of this Form 10-Q, management, with the participation of our Principal Executive Officer and Principal
−Removed: Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined
−Removed: in Exchange Act Rule 13a-15(e) and 15d-15(e)).
−Removed: Based upon that evaluation, our Principal Executive Officer and Principal Financial
−Removed: Officer concluded that, as of the end of the period covered by this Form 10-Q, our disclosure controls and procedures were effective.
−Removed: in Internal Controls
−Removed: There have been no
−Removed: changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d)
−Removed: of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 2019 that has materially
−Removed: affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: of the Effectiveness of Control
−Removed: control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
−Removed: of the control system are met.
−Removed: Because of the inherent limitations of any control system, no evaluation of controls can provide
−Removed: absolute assurance that all control issues, if any, within a company have been detected.
−Removed: II—OTHER INFORMATION
+Added: In connection
+Added: with the preparation of this Form 10-Q, management, with the participation of our Principal Executive Officer and Principal
+Added: Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as
+Added: defined in Exchange Act Rule 13a-15(e) and 15d-15(e)).
+Added: Based upon that evaluation, our Principal Executive Officer and
+Added: Principal Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, our disclosure controls
+Added: and procedures were not effective.
+Added: Changes in Internal Controls
+Added: Remediation Measures
+Added: connection with our annual report on Form 10-K for the year ended December 31, 2019, we reported a material weakness in our internal
+Added: controls over financial reporting resulting from the determination following initial audit procedures that the documentation
+Added: underlying the preparation of forward projections, which included copies of customer contracts underlying the basis of projecting
+Added: revenues and support for the projected cost structures associated with determining the fair value of the Sysorex note as of December
+Added: 31, 2019, was not supportable thereby requiring material adjustments to be made to the carrying value of the note as determined
+Added: by management as of December 31, 2019.
+Added: To address the material weakness, during February 2020, we have enhanced our internal technical
+Added: accounting capabilities by engaging and using third-party advisors to assist in areas requiring specialized technical accounting
+Added: expertise, including with respect to designing the procedures and processes associated with assessing the fair value of our equity
+Added: and debt instruments.
+Added: While we believe that these actions will be sufficient to remediate the material weakness, it will
+Added: not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded,
+Added: through testing, that these controls are operating effectively.
+Added: We expect that the remediation of this material weakness will
+Added: be completed by the end of second quarter 2020.
+Added: Except as described above, there have been no changes in our
+Added: internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15
+Added: or 15d-15 under the Exchange Act that occurred during the quarter ended March 31, 2020 that has materially affected, or is reasonably
+Added: likely to materially affect, our internal control over financial reporting.
+Added: The Company’s management determined there were no material changes needed to internal controls as
+Added: a result of the COVID-19 pandemic.
+Added: Limitations of the Effectiveness of Control
+Added: A control system, no
+Added: matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
+Added: system are met.
+Added: Because of the inherent limitations of any control system, no evaluation of controls can provide absolute assurance
+Added: that all control issues, if any, within a company have been detected.
+Added: 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.