Item 4. Controls and Procedures
ITEM
4. 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. Management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2021. 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 (2013). During our assessment
of the effectiveness of internal control over financial reporting as of December 31, 2021, management identified significant deficiencies
related to (i) our internal audit functions and (ii) a lack of segregation of duties within accounting functions. Therefore, our internal
controls over financial reporting were not effective as of March 31, 2022.
Management
has determined that our internal audit function is significantly deficient due to insufficient qualified resources to perform internal
audit functions.
Due
to our size and nature, segregation of all conflicting duties may not always be possible or economically feasible. However, to the extent
possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions
will be performed by separate individuals.
We
believe that the foregoing steps will remediate the significant deficiency identified above, and we will continue to monitor the effectiveness
of these steps and make any changes that our management deems appropriate. Due to the nature of this significant deficiency in our internal
control over financial reporting, there is more than a remote likelihood that misstatements which could be material to our annual or
interim financial statements could occur that would not be prevented or detected.
A
material weakness (within the meaning of PCAOB Auditing Standard No. 5) 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.
Changes
in Internal Controls
There
have been no changes in our internal control over financial reporting during the three months ended March 31, 2022 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
39
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.