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 March 31, 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 March 31, 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 March 31, 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.