Item 4. Controls and Procedures
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed
in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. 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. Any controls and procedures, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.
Our
management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness
of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based
upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that,
our disclosure controls and procedures were not effective due to the following material weakness(es) in internal control over
financial reporting described below.
●
Lack
of a functioning audit committee and a lack of a majority of outside directors on the Company’s board of directors,
resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
●
Inadequate
segregation of duties consistent with control objectives;
●
Insufficient
written policies and procedures for accounting and financial reporting with respect to the requirements and application of
both US GAAP and SEC Guidelines;
●
Inadequate
security and restricted access to computer systems including a disaster recovery plan;
●
Lack
of formal written policy for the approval, identification and authorization of related party transactions; and
●
No
written whistleblower policy.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange
Act) during the quarter ended June 30, 2020 that have materially affected, or that 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.