Item 4. Controls and Procedures
ITEM 4.
CONTROLS AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures as of March 31, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure. We have adopted and maintain disclosure controls and procedures (as defined Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under
the Exchange Act, such as this Quarterly Report on Form 10-Q, is collected, recorded, processed, summarized, and reported within
the time periods specified in the rules of the SEC. Our disclosure controls and procedures are also designed to ensure that such
information is accumulated and communicated to management to allow timely decisions regarding required disclosure. Management recognizes
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their
objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of March 31, 2022, our Chief Executive Officer and Chief Financial
Officer concluded that, as of such a date, our disclosure controls and procedures were not effective d ue
to the material weaknesses in our internal control over financial reporting, as further described below .
As
a public company, we will be subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. We expect that the
requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some
activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.
The
Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control
over financial reporting.
We
do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting.
Remediation
Plan
Management
has developed and is executing a remediation plan to address the disclosed material weaknesses. We are actively recruiting to retain
a full-time controller and we are utilizing the assistance of outside advisors where appropriate.
To
remediate the existing material weaknesses, additional time is required to demonstrate the effectiveness of the remediation efforts.
The material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time
and management has concluded, through testing, that these controls are operating effectively. As of March 31, 2022, the material weakness
has not been remediated.
24
Table of Contents
Changes
in Internal Control over Financial Reporting
During
the three months ended March 31, 2022, there were no changes in our internal control over financial reporting (as defined in Rules 13a
15(f) and 15d 15(f) of the Exchange Act) that occurred that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
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.