Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures . We maintain “disclosure controls and procedures” as such term is defined
in Rule 13a-15(e) under Securities Exchange Act of 1934 (the “Exchange Act”). In designing and evaluating our disclosure
controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally,
in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures
also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions.
Based on his evaluation
as of the end of the period covered by this report, our Chief Financial Officer, concluded that our disclosure controls and procedures
were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange
Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms
and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding
required disclosure as a result of continuing material weaknesses in our internal control over financial reporting as described
in our Annual Report on Form 10-K for the year ended December 31, 2019. A material weakness is a deficiency, or combination of
deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements
will not be prevented or detected.
We have implemented
changes and will continue to monitor our internal control over financial reporting on an ongoing basis and are committed to taking
further action and implementing additional enhancements or improvements, as necessary and as funds allow. We do not, however,
expect that the material weaknesses in our disclosure controls will be remediated until such time as we have added to our accounting
and administrative staff allowing improved internal control over financial reporting.
Changes in Internal
Control over Financial Reporting. We have begun implementing changes in our internal control over financial reporting during
our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
55
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
None,
except as previously disclosed.
ITEM
1A. RISK FACTORS.
We
incorporate by reference the risk factors disclosed in Part I, Item 1A of our 2019 Form 10-K subject to the new or modified risk
factors appearing below that should be read in conjunction with the risk factors disclosed in such Form 10-K, including those
set forth below:
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