Item 4. Controls and Procedures
Item 4.
Controls and Procedures
Disclosure 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, 2021. 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, 2021, 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, 2021, 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, 2021: (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 six months ended June 30, 2021 that have materially affected, or are reasonable likely to materially affect,
our internal control over financial reporting.
7
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, 2020 filed on April 15, 2021.
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.