Common use of Controls and Procedures Clause in Contracts

Controls and Procedures. The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act Act) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in either the Exchange Act DocumentsParent SEC Reports or Parent SEDAR Reports, the Company Parent has established and maintains “disclosure controls and procedures (as defined in Exchange Act) procedures” that are effective in ensuring reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company Parent in the reports that it files or submits is required to file under the Exchange Act applicable Laws (including applicable securities Laws) is recorded, processed, summarized and reported, reported within the time periods specified in the SEC’s rules applicable Laws and forms, including, without limitation, controls and procedures designed to ensure that all such information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the CompanyParent’s management, including its principal executive and principal financial officers, or persons performing similar functions, management as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated disclosure and to make the effectiveness certifications of the Company’s disclosure controls chief executive officer and procedures and presented chief financial officer of Parent required under applicable Laws (including applicable securities Laws) with respect to such reports. Except as set forth in the applicable Exchange Act Documents their conclusions about the effectiveness Section 5.22 of the disclosure Parent Disclosure Letter, or either the Parent SEC Reports or Parent SEDAR Reports, neither Parent nor its independent auditors have identified any “significant deficiencies” or “material weaknesses” in Parent’s or any of its Subsidiaries’ internal controls as contemplated under applicable Laws (including applicable securities Laws and procedures, as Section 404 of the end Xxxxxxxx-Xxxxx Act). Parent has made or will make available to Target prior to the Closing Date true and complete copies of the periods covered any disclosures made by management to Parent’s auditors and audit committee regarding such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses weaknesses. Parent has no Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in internal controls over financial reportingquestionable accounting or auditing practices. No attorney representing Parent or any of its Subsidiaries, whether or other factors that could significantly affect not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Company’s internal control over financial reporting, have been identifiedboard of directors of Parent or any committee thereof or to any director or officer of Parent. Parent has not granted any waivers with respect to its policies regarding ethical conduct.

Controls and Procedures. The Company is in material compliance with all provisions of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 which are applicable to it as of the Closing DateXxxxxxx Xxxx. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuerCompany; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer Company are being made only in accordance with authorizations of management and directors of the issuerCompany; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s Company's assets that could have a Material Adverse Effect material impact on the financial statements. Except as set forth in the Exchange Act Documents, the The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s 's rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s 's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s 's disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s 's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s 's internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s 's internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions This Report includes the certifications of our Chief Executive Officer and Principal Financial Officer required by Rule 13a-14 of the Xxxxxxxx-Xxxxx Securities Exchange Act of 2002 which are applicable 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations referred to it as in those certifications. Evaluation of the Closing Date. The Company has established Disclosure Controls and maintains an effective system of internal control over financial reporting (Procedures We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act ) regarding of 1934 (the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in “Exchange Act) ”), that are effective in ensuring designed to ensure that information required to be disclosed by the Company in the reports that it files filed or submits submitted under the Exchange Act Act, is recorded, processed, summarized summarized, and reported, reported within the time periods specified in by the SECCommission’s rules and forms, including, without limitation, . Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are properly recorded, processed, summarized and reported within the time periods required by the Company in the reports that it files or submits Commission’s rules and forms. We carried out an evaluation, under the Act is accumulated supervision and communicated to with the Company’s participation of our management, including its our Chief Executive Officer (principal executive officer and principal financial officersofficer), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated of the effectiveness of the Company’s disclosure controls design and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness operation of the these disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of September 30, 2017. Based on this evaluation, the Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2017, the end of the periods period covered by this Quarterly Report on Form 10-Q due to the material weaknesses described below. As defined in SEC Regulation S-X, a material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such Exchange Act Documents based 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 such evaluationa timely basis. Since the last such evaluation dateBased on this assessment, there has been no change in management determined that, as of December 31, 2016, the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, was not effective because of the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses described below. The design and operating effectiveness of our controls were inadequate to ensure that complex accounting matters are properly accounted for and reviewed in a timely manner. As a result, we failed to accurately record a complex equity transaction which caused the restatement of our third quarter 2016 financial results as set forth in our Quarterly Report on Form 10-Q for the third quarter filing 2016. In addition, we failed to properly evaluate and test certain long-lived assets for impairment, which ultimately resulted in recognition of an impairment charge. These errors are a result of the following control deficiencies: Control Environment and Risk Assessment – The Company did not have an effective control environment with the structure necessary for effective internal controls over financial reporting. Furthermore, or other factors that could significantly affect the Company did not have an effective risk assessment to identify and assess risks associated with changes to the Company’s structure and the resultant impact on internal controls. With the dismissal of the Company’s CFO, the Company did not have qualified personnel necessary to meet the Company’s control over financial reportingobjectives. The Company does not have personnel with an appropriate level of knowledge and experience with U.S. GAAP to properly review and evaluate the work performed by other Company personnel and experts related to complex accounting matters. Control Activities – The Company did not have control activities that were designed and operating effectively including management review controls, controls related to monitoring and assessing the work of technical experts and consultants, and controls to verify the completeness and adequacy of information. Specifically, the Company did not have been identifiedprocedures for competent personnel to review work performed by technical experts and consultants in relation to complex debt and equity transactions and impairment evaluations.

Controls and Procedures. The Company is in material compliance with all provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Except as provided in the Exchange Act Documents, the Company has established and maintains an effective a system of internal control over financial reporting (as such term is defined in the Exchange Act Act) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures sufficient to provide reasonable assurance that (i) pertain to maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; accordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (iii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management’s general or specific authorization, and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuerintervals and appropriate action is taken with respect to any differences. The Company’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established certifying officers are responsible for establishing and maintains maintaining disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be disclosed designed under their supervision, to ensure that material information relating to the Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company periods in the reports that it files or submits under which the Exchange Act is recorded, processed, summarized and reported, within Documents have been prepared; (b) to the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information extent required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s managementExchange Act, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such the Exchange Act Documents based on such evaluation. Since ; and (c) since the last such evaluation datedate referred to in (b) above, there has have been no change material changes in the Company’s internal control over financial reporting that has materially affected(as such term is defined in the Exchange Act) or, or is reasonably likely to materially affect, the Company’s internal control over financial reportingknowledge, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 which are applicable to it as of the Closing DateXxxx. The Company Xxx Xxxpany has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s 's assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s 's rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s 's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s 's disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s 's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s 's internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s 's internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are effective in ensuring designed to ensure that information required to be disclosed by the Company in the Company’s reports that it files filed or submits furnished under the Exchange Act is recorded, processed, summarized and reported, reported within the required time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that all such information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, management as appropriate to allow timely decisions regarding required disclosuredisclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The Company’s certifying officers have evaluated management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and and, as of their respective filing dates or, if amended, as of the date of the last amendment prior to the date hereof, to the extent required by applicable Law, has presented in the any applicable Exchange Act Documents their Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures, procedures as of the end of the periods period covered by such Exchange Act Documents report or amendment based on such evaluation. Since The Company’s management has completed an assessment of the last effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2009, and a description of such assessment is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed prior to the date hereof. The Company has disclosed, based on its most recent evaluation dateof internal control over financial reporting, there has been no change to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and (ii) to the knowledge of the Company, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect material adverse effect on the financial statements. Except as set forth in the Exchange Act Documents, the The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuerCompany; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer Company are being made only in accordance with authorizations of management and directors of the issuerCompany; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s Company's assets that could have a Material Adverse Effect material impact on the financial statements. Except as set forth in the Exchange Act Documents, the The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s 's rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s 's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s 's disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s 's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s 's internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s 's internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Sarbanes Oxley Act of 2002 which are applicable to it as of the Closing Datedate hereof. The Except as provided in the Exchange Act Documents, the Company has established and maintains an effective a system of internal control over financial reporting (as such term is defined in the Exchange Act Act) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures sufficient to provide reasonable assurance that (i) pertain to maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; accordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (iii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management’s general or specific authorization, and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuerintervals and appropriate action is taken with respect to any differences. The Company’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established certifying officers are responsible for establishing and maintains maintaining disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be disclosed designed under their supervision, to ensure that material information relating to the Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company periods in the reports that it files or submits under which the Exchange Act is recorded, processed, summarized and reported, within Documents have been prepared; (b) to the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information extent required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s managementExchange Act, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such the Exchange Act Documents based on such evaluation. Since ; and (c) since the last such evaluation datedate referred to in (b) above, there has have been no change material changes in the Company’s internal control over financial reporting that has materially affected(as such term is defined in the Exchange Act) or, or is reasonably likely to materially affect, the Company’s internal control over financial reportingknowledge, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Except as provided in the Exchange Act Documents, the Company has established and maintains an effective a system of internal control over financial reporting (as such term is defined in the Exchange Act Act) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures sufficient to provide reasonable assurance that (i) pertain to maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; accordance with management's general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (iii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management's general or specific authorization, and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statementsintervals and appropriate action is taken with respect to any differences. Except as set forth in the Exchange Act Documents, the Company has established The Company's certifying officers are responsible for establishing and maintains maintaining disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be disclosed designed under their supervision, to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company periods in the reports that it files or submits under which the Exchange Act is recorded, processed, summarized and reported, within Documents have been prepared; (b) to the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information extent required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s managementExchange Act, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s 's disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such the Exchange Act Documents based on such evaluation. Since ; and (c) since the last such evaluation datedate referred to in (b) above, there has have been no change material changes in the Company’s 's internal control over financial reporting that has materially affected(as such term is defined in the Exchange Act) or, or is reasonably likely to materially affect, the Company’s internal control over financial reporting's knowledge, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s 's internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions This Report includes the certifications of our Chief Executive Officer and Principal Financial Officer required by Rule 13a-14 of the Xxxxxxxx-Xxxxx Securities Exchange Act of 2002 which are applicable 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations referred to it as in those certifications. Evaluation of the Closing Date. The Company has established Disclosure Controls and maintains an effective system of internal control over financial reporting (Procedures We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act ) regarding of 1934 (the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in “Exchange Act) ”), that are effective in ensuring designed to ensure that information required to be disclosed by the Company in the reports that it files filed or submits submitted under the Exchange Act Act, is recorded, processed, summarized summarized, and reported, reported within the time periods specified in by the SECCommission’s rules and forms, including, without limitation, . Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are properly recorded, processed, summarized and reported within the time periods required by the Company in the reports that it files or submits Commission’s rules and forms. We carried out an evaluation, under the Act is accumulated supervision and communicated to with the Company’s participation of our management, including its our Chief Executive Officer (principal executive officer and principal financial officersofficer), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated of the effectiveness of the Company’s disclosure controls design and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness operation of the these disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of September 30, 2017. Based on this evaluation, the Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2017, the end of the periods period covered by this Quarterly Report on Form 10-Q due to the material weaknesses described below. As defined in SEC Regulation S-X, a material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such Exchange Act Documents based 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 such evaluationa timely basis. Since the last such evaluation dateBased on this assessment, there has been no change in management determined that, as of December 31, 2016, the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, was not effective because of the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses described below. The design and operating effectiveness of our controls were inadequate to ensure that complex accounting matters are properly accounted for and reviewed in a timely manner. As a result, we failed to accurately record a complex equity transaction which caused the restatement of our third quarter 2016 financial results as set forth in our Quarterly Report on Form 10-Q for the third quarter filing 2016. In addition, we failed to properly evaluate and test certain long-lived assets for impairment, which ultimately resulted in recognition of an impairment charge. These errors are a result of the following control deficiencies: Control Environment and Risk Assessment – The Company did not have an effective control environment with the structure necessary for effective internal controls over financial reporting. Furthermore, or other factors that could significantly affect the Company did not have an effective risk assessment to identify and assess risks associated with changes to the Company’s structure and the resultant impact on internal controls. With the dismissal of the Company’s CFO, the Company did not have qualified personnel necessary to meet the Company’s control over financial reporting, objectives. The Company does not have been identifiedpersonnel with an appropriate level of knowledge and experience with U.S. GAAP to properly review and evaluate the work performed by other Company personnel and experts related to complex accounting matters.

Controls and Procedures. The Company is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective a system of internal control over financial reporting (as such term is defined in the Exchange Act Act) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures sufficient to provide reasonable assurance that (i) pertain to maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; accordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (iii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management’s general or specific authorization, and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuerintervals and appropriate action is taken with respect to any differences. The Company’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established certifying officers are responsible for establishing and maintains maintaining disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be disclosed designed under their supervision, to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company periods in the reports that it files or submits under which the Exchange Act is recorded, processed, summarized and reported, within Documents have been prepared; (b) to the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information extent required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s managementExchange Act, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such the Exchange Act Documents based on such evaluation. Since ; and (c) since the last such evaluation datedate referred to in (b) above, there has have been no change material changes in the Company’s internal control over financial reporting that has materially affected(as such term is defined in the Exchange Act) or, or is reasonably likely to materially affect, the Company’s internal control over financial reportingknowledge, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.