Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures
designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules
and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosures.
In connection with the Company’s Original
10-Q Filing, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation,
as of the end of the period covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined
in Exchange Act Rule 13a-15(e). Based on this evaluation, at the time of the Original 10-Q Filing, our Chief Executive Officer and our
Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures, as
defined in Rule 13a-15(e), were effective at the reasonable assurance level.
Subsequent to the filing of the Original 10-Q
Filing and in connection with the filing of Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended December
31, 2021, the Company’s management identified a material weakness in the Company’s internal control over financial reporting
which is summarized below. As a result of its identification of the material weakness, management, under the supervision and with the
participation of our Chief Executive Officer and our Chief Financial Officer, re-evaluated our disclosure controls and procedures and
concluded such controls were not effective as of September 30, 2022.
Notwithstanding the material weakness, our
management has concluded, based on substantive testing performed, that the Company’s consolidated financial statements included
in the Original 10-Q Filing fairly present in all material respects the Company's financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this report, in conformity with accounting principles generally accepted
in the United States.
Material Weakness in Internal Control over
Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a Company’s
annual or interim financial statements will not be prevented or detected on a timely basis.
Subsequent to the Original
10-Q Filing, our management identified the following material weakness existed as of September 30,
2022: inadequate controls to ensure that data received from third-party service organizations is complete and accurate.
Plan for Remediation
of Material Weakness
Management is actively
engaged in the planning for, and implementation of, remediation efforts to address the material weakness identified above. Management
intends to implement the following remediation steps:
| ● | The Company will require each
third-party service organization to provide a SOC-1, Type 2 report to us. |
| | |
| ● | If a SOC-1, Type 2 report is not available, the Company will evaluate
each third-party’s relevant system(s) and reporting directly through inquiry and substantive testing of such third-party’s
control environment. |
Management believes the
measures described above will remediate the material weakness that we have identified. As management continues to evaluate and improve
our disclosure controls and procedures and internal control over financial reporting, the Company may decide to take additional measures
to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures
identified.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), that occurred during the quarter ended September
30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and not be detected. The Company conducts periodic evaluations of its internal controls to enhance, where necessary, its procedures and
controls.