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 June 30, 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 June 30, 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, related to not yet having retained sufficient staff or engaged sufficient outside consultants with appropriate experience
in GAAP presentation, especially of complex instruments, to devise and implement effective disclosure controls and procedures over internal
controls.
Remediation Plan
Management has developed
and is executing a remediation plan to address the previously disclosed material weaknesses, due to inadequate staffing levels. We have
retained 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 June 30, 2022, the material weakness has not been remediated.
Changes in Internal Control over Financial
Reporting
During the six months ended June 30, 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.
32
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.