CONTROLS AND PROCEDURES.
−Removed: 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,
−Removed: 2019 and a Form 10-Q/A for the period ended September 30, 2019 to restate our previously reported financial information to correct
−Removed: the presentation of unrealized losses on our investment in Allied Esports Entertainment, Inc.
−Removed: in accordance with Accounting Standards
−Removed: 2016-01 –
−Removed: Financial Instruments –
−Removed: Overall (Subtopic 825-10) .
−Removed: Specifically, unrealized losses that
−Removed: were originally separately presented as other comprehensive income should have been included in our net loss.
−Removed: evaluated our investment in AESE shares of common stock by determining the fair market value of the shares, using the closing traded
−Removed: price as traded on the Nasdaq stock exchange.
−Removed: The fair market value was then measured against the carrying value, as reported for
−Removed: the prior period, resulting in a gain or loss, which had previously been recognized in other comprehensive income, as unrealized.
−Removed: The adoption of ASU 2016-01, changed the presentation of the gain or loss on equity securities from other comprehensive income
−Removed: to ordinary income, as presented in our restated Form 10-K and Form 10-Q filings.
−Removed: Following our conclusion to restate our financial
−Removed: statements, we initiated a comprehensive review of all our determinations and documentation related to accounting for our investment
−Removed: in Allied Esports Entertainment, Inc., as well as related processes and procedures.
We maintain disclosure
4 unchanged sentences
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)
−Removed: under the Exchange Act) as of March 31, 2020.
+Added: under the Exchange Act) as of June 30, 2020.
As part of such evaluation, management considered the matters discussed below relating
1 unchanged sentence
Based on this evaluation our management, including The Company’s Chief Executive
−Removed: Officer and Interim Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were not
−Removed: effective as of March 31, 2020, as a result of the identified material weakness in internal control over financial reporting, the
−Removed: nature of which is summarized below.
−Removed: did not have effective controls to provide reasonable assurance as to the appropriate selection and implementation of accounting
−Removed: methods with respect to presentation of unrealized gains (losses) on our investment in Allied Esports Entertainment, Inc.
−Removed: adequate technical expertise to ensure the proper application, at inception and on an ongoing basis, of the criteria for reporting
−Removed: investments in equity securities pursuant to ASU 2016-01.
−Removed: This material weakness resulted in our restatement of the consolidated
−Removed: financial statements for the year ended December 31, 2019, and for the interim period ending September 30, 2019.
−Removed: To remediate the material
−Removed: weakness described above and enhance our internal control over financial reporting, subsequent to the filing of this Form 10-Q,
−Removed: management will implement the following changes:
−Removed: Improve training, education and understanding of requirements for all relevant personnel.
−Removed: Quarterly consultation with a third-party independent expert.
−Removed: Enhanced reviews whenever there is a change in accounting or significant operational activities.
−Removed: Management believes
−Removed: that these measures, when fully implemented, will mitigate the material weakness described above.
−Removed: The Audit Committee of the Board
−Removed: of Directors and management will continue to monitor the implementation of these remedial measures and the effectiveness of our
−Removed: internal controls and procedures on an ongoing basis.
+Added: Officer and Interim Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were effective
+Added: as of June 30, 2020 to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed,
+Added: summarized and reported on a timely basis.
There have been no
−Removed: changes in the Company’s internal control over financial reporting during the three-month period ended March 31, 2020 that
−Removed: materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
+Added: changes in the Company’s internal control over financial reporting during the six-month period ended June 30, 2020 that materially
+Added: affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
4 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.