Item 4. Controls and Procedures
Item
4. Controls and Procedures.
Disclosure
Controls and Procedures .
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control
over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Our internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Management
assessed the effectiveness of our internal control over financial reporting as of March 31, 2022. In making this assessment, we used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated
Framework in the 2013 COSO framework. Based on this assessment, management concluded that our disclosure controls and procedures were
not effective as of March 31, 2022 for the reasons stated in our Annual Report on Form 10-K for the year ended December 31, 2021.
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 our annual or interim financial statements will not be prevented or detected
on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting
that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s
financial reporting.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies and procedures may deteriorate.
As
part of our ongoing program to implement changes and further improve our internal controls and in conjunction with our Code of Ethics,
our independent directors have been working with management to include protocols and measures aimed at ensuring quality of our internal
controls. Among those measures is the implementation of a whistleblower hotline, which allows third parties to anonymously report noncompliant
activity. The hotline may be accessed as follows:
To
file a report, use the Client Code “MarathonPG” and pick one of the following options:
●
Call:
1-877-647-3335
●
Click:
http://www.RedFlagReporting.com
Changes
in Internal Controls.
There
have been changes in our internal control over financial reporting during the quarter ended March 31, 2022 that have materially affected,
or are reasonably likely to materially affect, our internal controls over financial reporting.
We
have created a position of Chief Accounting Officer to bifurcate the duties of Financial Reporting from those of the Chief Financial
Officer thus providing additional high level personnel in our Finance Department. We are also undertaking an exhaustive review process
of our outside internal controls consultants and bringing in additional resources to support our efforts to continue remediation of our
internal controls.
22
PART
II - OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.