What changed in this filing

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Item 4. Controls and Procedures

2020-05-15 compared with 2019-11-14 · 46 added, 17 removed, 11 unchanged (85% of the section changed)

CONTROLS AND PROCEDURES.

May 15, 2020, we filed a Form 10-K/A for the year ended December 31, 2019 and a Form 10-Q/A for the period ended September 30,

2019 and a Form 10-Q/A for the period ended September 30, 2019 to restate our previously reported financial information to correct

the presentation of unrealized losses on our investment in Allied Esports Entertainment, Inc.

in accordance with Accounting Standards

2016-01 –

Financial Instruments –

Overall (Subtopic 825-10) .

Specifically, unrealized losses that

were originally separately presented as other comprehensive income should have been included in our net loss.

evaluated our investment in AESE shares of common stock by determining the fair market value of the shares, using the closing traded

price as traded on the Nasdaq stock exchange.

The fair market value was then measured against the carrying value, as reported for

the prior period, resulting in a gain or loss, which had previously been recognized in other comprehensive income, as unrealized.

The adoption of ASU 2016-01, changed the presentation of the gain or loss on equity securities from other comprehensive income

to ordinary income, as presented in our restated Form 10-K and Form 10-Q filings.

Following our conclusion to restate our financial

statements, we initiated a comprehensive review of all our determinations and documentation related to accounting for our investment

in Allied Esports Entertainment, Inc., as well as related processes and procedures.

We maintain disclosure

2 unchanged sentences

Our management, under

the direction of our Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of the design

and operation of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act) as of September 30, 2019.

As part of such evaluation, management considered the matters discussed below relating to internal

control over financial reporting.

Based on this evaluation our management, including The Company’s Chief Executive Officer

and Interim Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were effective as

of September 30, 2019 to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed,

summarized and reported on a timely basis.

the direction of our Chief Executive Officer and Interim Chief Financial Officer, who is one in the same, has evaluated the effectiveness

of the design and operation of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act) as of March 31, 2020.

As part of such evaluation, management considered the matters discussed below relating

to internal control over financial reporting.

Based on this evaluation our management, including the Company’s Chief Executive

Officer and Interim Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were not

effective as of March 31, 2020, as a result of the identified material weakness in internal control over financial reporting, the

nature of which is summarized below.

did not have effective controls to provide reasonable assurance as to the appropriate selection and implementation of accounting

methods with respect to presentation of unrealized gains (losses) on our investment in Allied Esports Entertainment, Inc.

adequate technical expertise to ensure the proper application, at inception and on an ongoing basis, of the criteria for reporting

investments in equity securities pursuant to ASU 2016-01.

This material weakness resulted in our restatement of the consolidated

financial statements for the year ended December 31, 2019, and for the interim period ending September 30, 2019.

To remediate the material

weakness described above and enhance our internal control over financial reporting, subsequent to the filing of this Form 10-Q,

management will implement the following changes:

Improve training, education and understanding of requirements for all relevant personnel.

Quarterly consultation with a third-party independent expert.

Enhanced reviews whenever there is a change in accounting or significant operational activities.

Management believes

that these measures, when fully implemented, will mitigate the material weakness described above.

The Audit Committee of the Board

of Directors and management will continue to monitor the implementation of these remedial measures and the effectiveness of our

internal controls and procedures on an ongoing basis.

There have been no

changes in the Company’s internal control over financial reporting during the nine month period ended September 30, 2019

that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

changes in the Company’s internal control over financial reporting during the three-month period ended March 31, 2020 that

materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

3 unchanged sentences

our property is subject.

RISK FACTORS.

As a smaller reporting

company, we are not required to provide the information required by this Item.

SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

UPON SENIOR SECURITIES.

Not applicable.

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.

What changed 10-Q

Item 4. Controls and Procedures