What changed in this filing

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Item 4. Controls and Procedures

2025-01-23 compared with 2025-01-23 · 75 added, 70 removed, 58 unchanged (71% of the section changed)

13 unchanged sentences

Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as

of June 30, 2024 due to a material weaknesses in our internal controls over financial reporting (“ICFR”).

As previously disclosed,

a material weakness exists in the Company’s ICFR related to ineffective controls over period end financial disclosure and reporting

processes, including not timely performing certain reconciliations and the completeness and accuracy of those reconciliations, and lack

of effectiveness of controls over accurate accounting and financial reporting and reviewing the underlying financial statement elements,

and recording incorrect journal entries that also did not have the sufficient review and approval.

of March 31, 2024 due to a material weaknesses in our internal controls over financial reporting (“ICFR”).

As previously

disclosed, a material weakness exists in the Company’s ICFR related to ineffective controls over period end financial disclosure

and reporting processes, including not timely performing certain reconciliations and the completeness and accuracy of those reconciliations,

and lack of effectiveness of controls over accurate accounting and financial reporting and reviewing the underlying financial statement

elements, and recording incorrect journal entries that also did not have the sufficient review and approval.

Notwithstanding the identified material weaknesses, management,

17 unchanged sentences

While preparing the third quarter 2024 financial statements we

identified internal control failures over our review of revenue and related cost of goods sold cutoff, expense classification,

prepaid expenses and financing agreements that resulted in material errors being reported in (i) our previously issued financial

statements for the fiscal years ended December 31, 2023 and 2022 included in the Company’s Form 8-K as filed with the

Securities and Exchange Commission (the “SEC”) on March 20, 2024 and as amended on March 25, and August 19, 2024 (the

“8-K”), (ii) the Company’s unaudited condensed consolidated interim financial statements for the three months

ended March 31, 2024 included in the Quarterly Report on Form 10-Q/A as filed with the SEC on August 19, 2024 (the “Q1

10-Q”), (iii) the Company’s unaudited condensed consolidated interim financial statements for the three and six months

ended June 30, 2024 included in the Quarterly Report on Form 10-Q as filed with the SEC on August 19, 2024 (the “Q2

10-Q”, and together with the Q1 10-Q, the “10-Qs”) and (iv) the financial statements noted in items (i) through

(iii) above included in the Company’s Registration Statement on Form S-1, as amended (the “S-1”), which was

declared effective by the SEC on October 1, 2024.

The Company has corrected these errors in an amendment to (i) the Form 8-K, filed

on January 23, 2025, (ii) an amendment to its Current Report on Form 10-Q for the quarterly period ended March 31, 2024, filed on

January 23, 2025 and (iii) an amendment to its Current Report on Form 10-Q for the quarterly period ended June 30, 2024, filed on

January 23, 2025.

These control deficiencies could result in a misstatement in our

accounts or disclosures that would result in a material misstatement to our financial statements that would not be prevented or detected.

Accordingly, we determined that these control deficiencies constitute material weaknesses.

We are in the early stages of designing and implementing a plan

to remediate the material weaknesses identified.

identified internal control failures over our review of revenue and related cost of goods sold cutoff, expense classification, prepaid

expenses and financing agreements that resulted in material errors being reported in (i) our previously issued financial statements for

the fiscal years ended December 31, 2023 and 2022 included in the Company’s Form 8-K as filed with the Securities and Exchange

Commission (the “SEC”) on March 20, 2024 and as amended on March 25, and August 19, 2024 (the “8-K”), (ii) the

Company’s unaudited condensed consolidated interim financial statements for the three months ended March 31, 2024 included in the

Quarterly Report on Form 10-Q/A as filed with the SEC on August 19, 2024 (the “Q1 10-Q”), (iii) the Company’s unaudited

condensed consolidated interim financial statements for the three and six months ended June 30, 2024 included in the Quarterly Report

on Form 10-Q as filed with the SEC on August 19, 2024 (the “Q2 10-Q”, and together with the Q1 10-Q, the “10-Qs”)

and (iv) the financial statements noted in items (i) through (iii) above included in the Company’s Registration Statement on Form

S-1, as amended (the “S-1”), which was declared effective by the SEC on October 1, 2024.

The Company has corrected these

errors in an amendment to (i) the Form 8-K, filed on January 23, 2025, (ii) an amendment to its Current Report on Form 10-Q for the quarterly

period ended March 31, 2024, filed on January 23, 2025 and (iii) an amendment to its Current Report on Form 10-Q for the quarterly period

ended June 30, 2024, filed on January 23, 2025.

These control deficiencies could result in a misstatement in our accounts

or disclosures that would result in a material misstatement to our financial statements that would not be prevented or detected.

we determined that these control deficiencies constitute material weaknesses.

We are in the early stages of designing and implementing a plan to

remediate the material weaknesses identified.

Management has considered and reviewed the errors which occurred

5 unchanged sentences

end of each reporting period:

Accounts Payable - Review

the accounts payable with the executive team to inquire about any invoices not sent to accounts payable.

Accrued Liabilities - Review

the accrued liabilities detail with the executive team to determine if there are any expenses/liabilities for which the company should

accrue an expense which has not yet been recognized.

Stock Compensation - Review with

the CEO and Legal Counsel the list of stock grants which have been made and ask if there have been any

other grants made (paper issued to employees or vendors) which should be included in the analysis.

Classification of expenses

- Review the expense classification with the executive team to determine all expenses are properly classified.

Classification of finance

lease arrangements - Review the financing agreements with the executive team to determine proper classification of the agreements

as debt or finance lease.

Prepaid expenses –

Review prepaid expenses with the executive team to determine if all prepaid expenses have been properly recorded for future services

to be rendered and subsequently amortized.

Payable - Review the accounts payable with the executive team to inquire about any invoices

not sent to accounts payable.

Liabilities - Review the accrued liabilities detail with the executive team to determine

if there are any expenses/liabilities for which the company should accrue an expense which

has not yet been recognized.

Stock Compensation - Review

with the CEO and Legal Counsel the list of stock grants which have been made and ask if there have been any other grants made (paper

issued to employees or vendors) which should be included in the analysis.

Classification

of expenses - Review the expense classification with the executive team to determine all

expenses are properly classified.

Classification

of finance lease arrangements - Review the financing agreements with the executive team to

determine proper classification of the agreements as debt or finance lease.

Prepaid expenses – Review prepaid

expenses with the executive team to determine if all prepaid expenses have been properly recorded for

future services to be rendered and subsequently amortized.

Revenue and cost of goods

11 unchanged sentences

impact our stock price.

Implementing any appropriate changes to our internal controls may

distract our officers and employees, entail substantial costs to modify our existing processes and take significant time to complete.

These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy,

or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business.

In addition, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial

statements on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our products and

services to new and existing customers.

If we identify future deficiencies in our internal control over

financial reporting or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements

of Section 404 of the Sarbanes-Oxley Act, in a timely or effective manner, we may be unable to accurately report our financial results,

or report them within the timeframes required by the SEC.

We also could become subject to sanctions or investigations by the SEC or other

regulatory authorities.

In addition, if we are unable to assert that our internal control over financial reporting is effective, or if

our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over

financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports, and we may

face restricted access to the capital markets and our stock price may be adversely affected.

Implementing any appropriate changes to our internal controls may distract

our officers and employees, entail substantial costs to modify our existing processes and take significant time to complete.

These changes

may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent

inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business.

investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements

on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our products and services

to new and existing customers.

we identify future deficiencies in our internal control over financial reporting or if we

are unable to comply with the demands that will be placed upon us as a public company, including

the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely or effective manner,

we may be unable to accurately report our financial results, or report them within the timeframes

required by the SEC.

We also could become subject to sanctions or investigations by the SEC

or other regulatory authorities.

In addition, if we are unable to assert that our internal

control over financial reporting is effective, or if our independent registered public accounting

firm is unable to express an opinion as to the effectiveness of our internal control over

financial reporting when required, investors may lose confidence in the accuracy and completeness

of our financial reports, and we may face restricted access to the capital markets and our

stock price may be adversely affected.

Our current controls and any new controls that we develop may also

become inadequate because of poor design or changes in our business, including increased complexity resulting from any international

expansion, and weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future.

failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could cause

us to fail to meet our reporting obligations, result in a restatement of our financial statements for prior periods, undermine investor

confidence in us and adversely affect the trading price of our common stock.

In addition, if we are unable to continue to meet these

requirements, we may not be able to remain listed on Nasdaq.

become inadequate because of poor design or changes in our business, including increased complexity resulting from any international expansion,

and weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future.

Any failure to

develop or maintain effective controls or any difficulties encountered in their implementation or improvement could cause us to fail to

meet our reporting obligations, result in a restatement of our financial statements for prior periods, undermine investor confidence in

us and adversely affect the trading price of our common stock.

In addition, if we are unable to continue to meet these requirements, we

may not be able to remain listed on Nasdaq.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting

(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarterly period ending June 30, 2024 that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Subsequent to June 30, 2024, the

Company began working on their remediation plan as described above.

(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period from January 1, 2024 through March 31, 2024 that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Subsequent to March

31, 2024, the Company began working on their remediation plan as described above.

PART II - OTHER INFORMATION

1 unchanged sentence

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/A

Item 4. Controls and Procedures