Controls and Procedures
−Removed: As of September 30, 2019, an evaluation was performed under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures.
+Added: As of March 31, 2020, an evaluation was performed under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures.
These controls and procedures are based on the definition of disclosure controls and procedures in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: As a result of the review by the CFO and CEO, the weakness was identified as listed below.
−Removed: We did not maintain effective controls over our financial close and reporting process during the period when Royale was providing back office accounting services for RMX under the terms of the MSA.
−Removed: Providing these services for RMX while meeting the financial reporting requirements of a public company created workload issues for the accounting staff.
−Removed: The MSA with RMX has been terminated and the additional workload has been alleviated.
−Removed: Management is working to document more completely the closing and reporting processes of the Company.
−Removed: Management is monitoring the closing processes as they return to the environment of the period prior to the RMX formation and the responsibilities of the MSA.
+Added: As a result of the review by the CFO and CEO, the material weakness was identified as listed below.
+Added: In connection with the audit of our 2019 consolidated financial statements, management has identified a material weakness that exists because we did not maintain effective controls over our financial close and reporting process, and has concluded that the financial close and reporting process needs additional formal procedures to ensure there are appropriate reviews occur on all financial reporting analysis.
+Added: Updated procedures have been implemented through the close process for the year ended December 31, 2019, and we will continue to monitor these throughout 2020 to be able to fully assess whether the procedures and controls are effective.
Because of the material weaknesses described above, our management was unable to conclude that our internal control over financial reporting was effective as of the end of period to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.
−Removed: The CFO and CEO have monitored the prior conditions of weakness listed below and concluded that they have been remediated as described.
−Removed: Previously we had concluded that certain legal documents, such as debt and equity financing transactions, during the 2018 fiscal year were not supported by fully executed agreements.
−Removed: Management has had all equity and note transactions reviewed by outside counsel for proper completion and execution.
−Removed: Any received funds prior to receipt of fully executed documents, has been recorded as a liability pending finalization of legal documents.
−Removed: Management has been monitoring this situation for compliance and concluded that the weakness has been remediated.
−Removed: Previously we had concluded that we did not have appropriate policies and procedures to properly evaluate the accuracy of the tax basis of acquired assets associated with the merger of the Company with Matrix as more fully described in the financial notes to these statements.
−Removed: Management engaged a nationally recognized CPA firm, which has resulted in the timely filing of the 2018 federal tax returns.
−Removed: As a result, management believes that the weakness has been remediated.
−Removed: Except for the actions described above that were taken to address the material weaknesses, there were no changes in our internal controls during the period ended September 30, 2019, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal controls during the period ended March 31, 2020, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Notwithstanding the material weaknesses described above, our management, including our Chief Executive Officer and Chief Financial Officer, believes that the consolidated financial statements contained in this Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the fiscal periods presented in conformity with U.S.
2 unchanged sentences
Internal Control over Financial Reporting and Changes in Internal Control over Financial Reporting
−Removed: During the nine months ended September 30, 2019, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: During the three months ended March 31, 2020, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.