What changed in this filing

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Item 4. Controls and Procedures

2015-11-16 compared with 2015-08-14 · 61 added, 67 removed, 2 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and

with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation

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

under the Exchange Act).

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, as of June 30, 2015,

concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are

effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act was

recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information

is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial

In December 2013, we hired

a new Chief Financial Officer who has experience in SEC reporting and disclosures.

We now have two employees knowledgeable in SEC

accounting and reporting.

We have plans to hire additional financial personnel and to implement additional controls and processes

involving both of our financial personnel in order to ensure all transactions are accounted for and disclosed in an accurate and

timely manner.

There have not been any other changes in our internal control over financial reporting identified by management’s

evaluation pursuant to Rule 13a-15(d) or 15d-15(d) of the Exchange Act during the most recent fiscal quarter that materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including

our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal

controls will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect

the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues,

misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected.

These inherent

limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple

error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more

people, or by management or Board override of the control.

The design of any system

of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become

inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Identified Material Weakness

As of June 30, 2015, we

need to hire additional employees at MEGAsys that are knowledgeable in SEC accounting and reporting.

Increased staffing at the

subsidiary level will provide daily oversight of MEGAsys’s operations and minimize the likelihood of any material error in

reporting the subsidiary’s results.

AND PROCEDURES.

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,

we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined

in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on this evaluation, our Chief Executive Officer and Chief Financial

Officer, as of September 30, 2015, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports that we file or submit

under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms,

and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosure.

in Internal Control over Financial Reporting

December 2013, we hired a new Chief Financial Officer who has experience in SEC reporting and disclosures.

We now have two employees

knowledgeable in SEC accounting and reporting.

We have plans to hire additional financial personnel and to implement additional

controls and processes involving both of our financial personnel in order to ensure all transactions are accounted for and disclosed

in an accurate and timely manner.

There have not been any other changes in our internal control over financial reporting identified

by management’s evaluation pursuant to Rule 13a-15(d) or 15d-15(d) of the Exchange Act during the most recent fiscal quarter

that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

on the Effectiveness of Controls

management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and

procedures or our internal controls will prevent all error and all fraud.

A control system, no matter how well conceived and operated,

can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of

a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns

can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons,

by collusion of two or more people, or by management or Board override of the control.

design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there

can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur

and not be detected.

Material Weakness

of September 30, 2015, we need to hire additional employees at MEGAsys that are knowledgeable in SEC accounting and reporting.

Increased staffing at the subsidiary level will provide daily oversight of MEGAsys’s operations and minimize the likelihood

of any material error in reporting the subsidiary’s results.

Action plans are in place to address this staffing need during

Management's Remediation Initiatives

As our resources allow,

we plan to add financial personnel at the subsidiary level to properly provide accurate and timely financial reporting.

Segregation of Duties

As of June 30, 2015, we

had two employees knowledgeable in SEC accounting and reporting.

Our management has put in place policies and procedures designed,

to the extent possible, to segregate the duties of initiating transactions, maintaining custody over assets, and recording transactions.

Due to our size and limited resources, segregation of all conflicting duties may not always be possible and may not be economically

PART II –

Management’s

Remediation Initiatives

our resources allow, we plan to add financial personnel at the subsidiary level to properly provide accurate and timely financial

reporting and in the interim we have a GAAP knowledgeable independent local contractor in Taiwan that reports to U.S.

and performs review and analysis as requested.

of September 30, 2015, we had two employees knowledgeable in SEC accounting and reporting.

Our management has put in place policies

and procedures designed, to the extent possible, to segregate the duties of initiating transactions, maintaining custody over

assets, and recording transactions.

Due to our size and limited resources, segregation of all conflicting duties may not always

be possible and may not be economically feasible.

OTHER INFORMATION

LEGAL PROCEEDINGS.

We may be subject to legal

proceedings in the ordinary course of business.

As of the date of this Quarterly Report on Form 10-Q, we are not aware of any legal

proceedings to which we are a party that we believe could have a material adverse effect on us.

RISK FACTORS.

Not applicable.

may be subject to legal proceedings in the ordinary course of business.

As of the date of this Quarterly Report on Form 10-Q,

we are not aware of any legal proceedings to which we are a party that we believe could have a material adverse effect on us.

SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

UPON SENIOR SECURITIES.

SAFETY DISCLOSURES.

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