−Removed: AND PROCEDURES.
+Added: CONTROLS AND PROCEDURES.
of Disclosure Controls and Procedures
−Removed: the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,
−Removed: we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined
−Removed: in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
−Removed: Based on this evaluation, our Chief Executive Officer and Chief Financial
−Removed: Officer, as of June 30, 2016, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
−Removed: under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports that we file or submit
−Removed: under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms,
−Removed: and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
−Removed: Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted
+Added: an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e)
+Added: and 15d-15(e) under the Exchange Act).
+Added: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, as of September
+Added: 30, 2015, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
+Added: are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act was
+Added: recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is
+Added: accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to
+Added: allow timely decisions regarding required disclosure.
in Internal Control over Financial Reporting
−Removed: December 2013, we hired a new Chief Financial Officer who has experience in SEC reporting and disclosures.
−Removed: We now have two employees
−Removed: knowledgeable in SEC accounting and reporting.
−Removed: We have plans to hire additional financial personnel and to implement additional
−Removed: controls and processes involving both of our financial personnel in order to ensure all transactions are accounted for and disclosed
−Removed: in an accurate and timely manner.
−Removed: There have not been any other changes in our internal control over financial reporting identified
−Removed: by management’s evaluation pursuant to Rule 13a-15(d) or 15d-15(d) of the Exchange Act during the most recent fiscal quarter
−Removed: that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: have not been any changes in our internal control over financial reporting identified by management’s evaluation pursuant to Rule
+Added: 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
+Added: materially affect, our internal control over financial reporting.
on the Effectiveness of Controls
−Removed: management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and
−Removed: procedures or our internal controls will prevent all error and all fraud.
−Removed: A control system, no matter how well conceived and operated,
−Removed: can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
−Removed: Further, the design of
−Removed: a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative
−Removed: to their costs.
−Removed: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
−Removed: that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented
−Removed: These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns
−Removed: can occur because of a simple error or mistake.
−Removed: Additionally, controls can be circumvented by the individual acts of some persons,
−Removed: by collusion of two or more people, or by management or Board override of the control.
−Removed: design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there
−Removed: can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;
−Removed: controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may
−Removed: Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
−Removed: and not be detected.
−Removed: Material Weakness
−Removed: of June 30, 2016, we need to hire additional employees at MEGAsys that are knowledgeable in SEC accounting and reporting.
−Removed: staffing at the subsidiary level will provide daily oversight of MEGAsys’s operations and minimize the likelihood of any
−Removed: material error in reporting the subsidiary’s results.
−Removed: Action plans are in place to address this staffing need during 2016
−Removed: as resources permit.
−Removed: Management’s
−Removed: Remediation Initiatives
−Removed: our resources allow, we plan to add financial personnel at the subsidiary level to properly provide accurate and timely financial
−Removed: reporting and in the interim we have a GAAP knowledgeable independent local contractor in Taiwan that reports to U.S.
−Removed: and performs review and analysis as requested.
−Removed: of June 30, 2016, we had two employees knowledgeable in SEC accounting and reporting.
−Removed: Our management has put in place policies
−Removed: and procedures designed, to the extent possible, to segregate the duties of initiating transactions, maintaining custody over
−Removed: assets, and recording transactions.
−Removed: Due to our size and limited resources, segregation of all conflicting duties may not always
−Removed: be possible and may not be economically feasible.
−Removed: OTHER INFORMATION
+Added: management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures
+Added: or our internal controls will prevent all error and all fraud.
+Added: A control system, no matter how well conceived and operated, can provide
+Added: only reasonable, not absolute, assurance that the objectives of the control system are met.
+Added: Further, the design of a control system must
+Added: reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
+Added: of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues,
+Added: misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected.
+Added: These inherent
+Added: limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple
+Added: error or mistake.
+Added: Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people,
+Added: or by management or Board override of the control.
+Added: design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can
+Added: be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;
+Added: over time, controls
+Added: may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
+Added: Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
+Added: II – OTHER INFORMATION
+Added: LEGAL PROCEEDINGS.
may be subject to legal proceedings in the ordinary course of business.
−Removed: As of the date of this Quarterly Report on Form 10-Q,
−Removed: 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.
+Added: As of the date of this Quarterly Report on Form 10-Q, we are
+Added: not aware of any legal proceedings to which we are a party that we believe could have a material adverse effect on us.
+Added: RISK FACTORS.
+Added: a smaller reporting company, we are not required to provide the information required by this Item.
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.