1-4.3.2 CFO Signed certification.docx

May 6, 2022

Grant Thornton LLP 111 South Calvert Street, Suite 2320 Baltimore MD 21202

We are providing this letter in connection with your audit of the consolidated financial statements of Pathways and Community Support, LLC and subsidiaries (collectively, the “Pathways” or the Company), which comprise the consolidated balance sheet as of December 31, 2021 and the related consolidated statement of operations, members’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements. We understand that your audit was made for the purpose of expressing an opinion as to whether the consolidated financial statements are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

We have fulfilled our responsibility, as set out in the terms of the Engagement Letter, for the preparation and fair presentation of the consolidated financial statements in accordance with US GAAP. We acknowledge our responsibility for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to error or fraud, including programs and controls to prevent and detect fraud.

Certain representations in this letter are described as being limited to matters that are material. Items are considered to be material, regardless of size, if they involve an omission or misstatement of accounting information that, in light of the surrounding circumstances, makes it probable that the judgment of a reasonable person relying on the information would be changed or influenced by the omission or misstatement.

We confirm, to the best of our knowledge and belief, having made such inquiries as we considered necessary for the purpose of appropriately informing ourselves, as of May 6, 2022 the following representations made to you during your audit.

1. The consolidated financial statements referred to above, including the related notes, have been prepared and are fairly presented in accordance with US GAAP.

2. We have provided you with:

a. Access to all information of which we are aware that is relevant to the preparation and fair presentation of the consolidated financial statements, including all financial records, documentation of internal control over financial reporting, and related information

b. Additional information you have requested for audit purposes

c. Unrestricted access to persons from whom you determined it necessary to obtain audit evidence

d. Minutes of the meetings of stockholders, directors, and committees of directors or summaries of actions of recent meetings for which minutes have not yet been prepared. All significant board and committee actions are included in the summaries.

3. There have been no communications, written or oral, from regulatory agencies or others concerning noncompliance with, or deficiencies in, financial reporting practices.

4. All transactions have been recorded in the accounting records and are reflected in the consolidated financial statements. The adjusting journal entries for the period ended December 31, 2021 which have been proposed by you, are approved by us and will also be recorded in the Company’s accounting records.

5. There are no significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting of which we are aware.

6. There are no side agreements or other arrangements (either written or oral) that have not been disclosed to you.

7. We have disclosed to you the results of our assessment of the risk that the consolidated financial statements may be materially misstated as a result of fraud. We have no knowledge of fraud or suspected fraud affecting the Company involving:

a. Management

b. Employees who have significant roles in internal control, or

c. Others where the fraud could have a material effect on the consolidated financial statements.

8. We have no knowledge of any allegations of fraud or suspected fraud affecting the Company’s consolidated financial statements received in communications from employees, former employees, analysts, regulators, short sellers, or others.

9. We have no knowledge of any allegations of fraud or suspected fraud in relation to services provided to customers that assist in helping them manage their finances to meet their needs to function in a normal living environment, with the exception of a rep payee (employed by the Company), that had embezzled $80,889 from the customer.

10. There are no known violations or possible violations of, or no known instances of noncompliance or suspected noncompliance with, laws and regulations whose effects should be considered by management when preparing the consolidated financial statements, as a basis for recording a loss contingency or for disclosure.

11. The Company has complied with all aspects of contractual agreements that would have a material effect on the consolidated financial statements in the event of a noncompliance.

12. The Company has no plans or intentions that may materially affect the carrying value or classification of assets and liabilities.

13. We have reviewed long-lived assets and certain identifiable intangibles to be held and used for impairment whenever events or changes in circumstances have indicated that the carrying amount of the assets might not be recoverable.

Events or changes in circumstances may include a significant decrease in the market price, change in the use of an asset, adverse changes in the business or legal climate, loss of customers, operating or cash flow losses, an expectation to sell assets before the end of the previously estimated life, and costs in excess of amounts to acquire or build an asset.

14. We have disclosed to you the identity of all the Company’s related parties and all related party relationships and transactions of which we are aware. Related party relationships and transactions and related amounts receivable from or payable to related parties (including sales, purchases, loans, transfers, leasing arrangements, and guarantees) have been properly accounted for and disclosed in the consolidated financial statements in accordance with US GAAP.

We understand that “related parties” include (1) affiliates of the Company; (2) entities for which investments in their equity securities would be required to be accounted for by the equity method by the investing entity; (3) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (4) principal owners of the Company and members of their immediate families; and (5) management of the Company and members of their immediate families.

Related parties also include (1) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (2) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

15. Significant estimates and material concentrations known to management that are required to be disclosed in accordance with US GAAP (FASB Accounting Standards Codification® (ASC) 275, Risks and Uncertainties) are properly disclosed in the consolidated financial statements.

Significant estimates are estimates at the balance sheet date that could change materially within the next year. Concentrations refer to volumes of business, revenues, available sources of supply, or markets or geographic areas for which events could occur that would significantly disrupt normal finances within the next year.

16. The methods, significant assumptions, and data used in making accounting estimates and the related disclosures, including those measured at fair value, are reasonable, are consistently applied, and result in a measurement appropriate to achieve recognition, measurement, or disclosure for financial statement and disclosure purposes in accordance with the financial reporting framework. In addition, the data used in making accounting estimates is accurate and complete. No events have occurred subsequent to the date of the consolidated financial statements through the date of this letter that would require adjustment to these estimates and fair value measurements, or the related disclosures included in the consolidated financial statements.

17. In accordance with US GAAP (FASB Accounting Standards Codification® (ASC) 820, Fair Value Measurements and Disclosures) the Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs that are used to measure the securities fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

18. There are no financial instruments with off-balance sheet risk or financial instruments with concentrations of credit risk.

19. There are no guarantees, whether written or oral, under which the Company is contingently liable.

20. There are no known actual or possible litigation, claims, or assessments that our legal counsel has advised us are probable of assertion whose effects should be considered by management when preparing the consolidated financial statements and that should be accounted for and disclosed in accordance with US GAAP (FASB Accounting Standards Codification® (ASC) 450, Contingencies), except as disclosed in the (consolidated) financial statements.

21. There are no other liabilities or gain or loss contingencies that are required to be accounted for or disclosed in accordance with US GAAP (ASC 450).

22. The Company has satisfactory title to all owned assets, and there are no liens or encumbrances on such assets, nor has any asset been pledged as collateral, except as disclosed in the consolidated financial statements.

23. In connection with the preparation of the financial statements we evaluated, in accordance with US GAAP (FASB Accounting Standards Codification® (ASC) 205, Presentation of Financial Statements), whether there were conditions or events that, when considered in the aggregate, raised substantial doubt about the Company’s ability to continue as a going concern for a period not less than one year from the date the financial statements are issued or available to be issued. Our evaluation was based on relevant conditions and events known and reasonably knowable at that date.

24. You provided a non-attest service by assisting us with drafting the consolidated financial statements and related consolidated financial statement disclosures. In connection with this these non-attest services, we confirm that:

a. We made all management decisions and performed all management functions

b. We have suitable skill, knowledge, and experience to evaluate the accuracy and completeness of the consolidated financial statements and related disclosures

c. We accept responsibility for such consolidated financial statements and related disclosures.

25. We evaluated whether the Company used any systems running Apache’s Log4j software library (known as “Log4Shell”) versions 2.0 to 2.15 that was impacted the zero-day (that is, an unknown software or hardware vulnerability) exploit, and noted the Company did not use any of the Apache’s Log4j products that were impacted by the zero-day exploit. We have received no notifications from our service providers of any known vulnerabilities related to Log4Shell or any known breaches.

26. Receivables recorded in the financial statements represents valid claims against debtors for sale or other charges arising on or before December 31, 2021 and have been appropriately reduced to their estimated net realizable value.

27. We have capitalized software development costs for certain internally developed software projects where we have determined are probable that the project will be completed, and the software will be used to perform the functions intended. Costs related to projects that have not met these criteria are expensed as incurred.

28. Arrangements with financial institutions involving compensating balances or other arrangements involving restrictions on cash balances, line of credit, or similar arrangements have been properly disclosed.

29. We have identified all tangible and intangible assets acquired in the business combination of Renew Consulting LLC and Human Resource Training, Inc.

30. We believe that we have taken into consideration macroeconomic conditions, industry and market conditions, cost factors, our overall financial performance, as well as other entity specific events, as required by US GAAP (ASC 350-20-35-3C, Intangibles—Goodwill and Other: Subsequent Measurement), in performing an assessment of qualitative factors to determine whether it is necessary to perform a quantitative annual goodwill impairment test.

31. The Company has complied with debt covenant requirements that could have a material impact on debt classification in the event of a non-compliance.

32. We have disclosed to you all uncertain tax positions.

33. We have engaged Rodefer Moss, a certified public accounting firm, to perform a Single Audit for the Company as the Company expended more than $750,000 of Federal award during the year.

34. All events subsequent to the date of the consolidated financial statements through the date of this letter and for which US GAAP requires recognition or disclosure have been recognized or disclosed.

PATHWAYS HEALTH AND COMMUNITY SUPPORT, LLC AND SUBSIDIARIES

Michael Tang, Chief Financial Officer image1.png image2.jpeg