Item 4. Controls and Procedures
Item 4. Controls
and Procedures
We carried out
an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2020. This evaluation was carried out under the supervision and with the participation
of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that, as of June 30, 2020, our disclosure controls and procedures were not effective due to the presence
of material weaknesses in internal control over financial reporting.
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 the company’s annual or interim financial statements will not be prevented or
detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude
that, as of June 30, 2020, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and
effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect
to the requirements and application of both US GAAP and SEC guidelines.
Remediation
Plan to Address the Material Weaknesses in Internal Control over Financial Reporting
Our company
plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered
by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate
such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2020: (i) appoint additional
qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written
policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our
securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such
funds, remediation efforts may be adversely affected in a material manner.
Changes in
Internal Control over Financial Reporting
There were no
changes in our internal control over financial reporting during the three months ended June 30, 2020 that have materially affected,
or are reasonable likely to materially affect, our internal control over financial reporting.
8
Table of Contents
PART
II – OTHER INFORMATION
Item
1.
Legal Proceedings
We are not a party to any pending
legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 1A.
Risk Factors
See risk factors included in our
Annual Report on Form 10-K for the year ended December 31, 2019 filed on May 14, 2020.
Item 2.
Unregistered Sales of Equity Securities and
Use of Proceeds
None
Item
3.
Defaults upon Senior Securities
None
Item 4.
Mine Safety Disclosures
Not applicable.
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.