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 September 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 September 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 September30, 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 September 30, 2020 that have materially affected, or are reasonable likely
to materially affect, our internal control over financial reporting.
8
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.