What changed in this filing

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Item 9A. Controls and Procedures

2019-09-30 compared with 2018-09-05 · 51 added, 60 removed, 240 unchanged (32% of the section changed)

58 unchanged sentences

Plan for Material Weaknesses in Internal Control over Financial Reporting

of the Company is committed to improving its internal controls and will (i) continue to use third party specialists to address

shortfalls in staffing and to assist the Company with accounting and finance responsibilities;

(ii) increase the frequency of

independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient

and, (iii) may consider appointing outside directors and audit committee members in the future.

Management has discussed the material weaknesses

noted above with our independent registered public accounting firm.

Due to the nature of these material weaknesses,

it is reasonably possible that misstatements which could be material to the annual or interim financial statements could occur

that would not be prevented or detected during our financial close and reporting process.

of the Company is committed to improving its internal controls and subject to sufficient financial resources being available

will (i) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting

and finance responsibilities;

(ii) increase the frequency of independent reconciliations of significant accounts which will mitigate

the lack of segregation of duties until there are sufficient personnel;

and, (iii) may consider appointing outside directors and

audit committee members in the future.

has discussed the material weaknesses noted above with our independent registered public accounting firm.

Due to the nature of

these material weaknesses, it is reasonably possible that misstatements which could be material to the annual or interim financial

statements could occur that would not be prevented or detected during our financial close and reporting process.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over

3 unchanged sentences

in Internal Controls Over Financial Reporting

June 2017, the Receivership was terminated and the control over financial reporting was transferred from the Receiver back to

Upon the appointment of the New Board and the election of new officers, responsibility for internal controls over

financial reporting was fully assumed by the Company.

have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the

Exchange Act or in other factors that materially affected or are reasonably likely to materially affect our internal controls

and procedures over financial reporting during the fourth quarter of the fiscal year ended June 30, 2019.

EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

68 unchanged sentences

do not currently have a separately constituted audit committee.

We will consider forming an Audit Committee in fiscal 2019

and if appropriate will commence a search for new qualified board members, one of whom will meet the definition of an “audit

We will consider forming an Audit Committee in fiscal 2020 and

if appropriate will commence a search for new qualified board members, one of whom will meet the definition of an “audit

committee financial expert”.

24 unchanged sentences

award program, though that could change in the future.

the years ended June 30, 2017, and 2018, there was no director

compensation.

At this time we have no plans to compensate our directors, though that could change in the future.

the years ended June 30, 2019, and 2018, there was no director compensation.

At this time we have no plans to compensate our directors,

though that could change in the future.

Employment Agreements and Change-in-Control Arrangements

8 unchanged sentences

OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides information regarding

the beneficial ownership of our common stock as of September 04, 2018, which is also referred to herein as the “Evaluation

Date”, by:

(i) each person or group who is known by us to beneficially own more than 5% of our common stock;

our current directors;

(iii) each of our named executive officers as set forth in Item 11 of this Annual Report;

and, (iv) all

such directors and executive officers as a group.

The table is based upon information supplied by our officers, directors and

principal shareholders and a review of Schedules 13D and 13G, if any, filed with the SEC.

Unless otherwise indicated in the footnotes

to the table and subject to community property laws where applicable, we believe that each of the shareholders named in the table

has sole voting and investment power with respect to the shares indicated as beneficially owned.

following table provides information regarding the beneficial ownership of our common stock as of September 23, 2019, which is

also referred to herein as the “Evaluation Date”, by:

(i) each person or group who is known by us to beneficially

own more than 5% of our common stock;

(ii) each of our current directors;

(iii) each of our named executive officers as set forth

in Item 11 of this Annual Report;

and, (iv) all such directors and executive officers as a group.

The table is based upon information

supplied by our officers, directors and principal shareholders and a review of Schedules 13D and 13G, if any, filed with the SEC.

Unless otherwise indicated in the footnotes to the table and subject to community property laws where applicable, we believe that

each of the shareholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially

percentages are based on 1,915,548 shares outstanding as of the Evaluation Date, adjusted as required by rules promulgated by

7 unchanged sentences

and Address of Beneficial Owner

of Total Voting Power

Directors and Named

Executive Officers:

All executive officers and directors

as a group ( persons)

5% Shareholders

Percentage of

and Named Executive Officers:

executive officers and directors as a group ( persons)

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

2 unchanged sentences

Company’s outstanding judgment payable owed to the SBA was purchased by Roran from the SBA in July 2017.

As such, all amounts

due under the outstanding judgment payable are now owed to Roran rather than the SBA.

all amounts due under the outstanding judgment payable were now owed to Roran rather than the SBA.

satisfied the judgment in full on May 16, 2019 as Roran agreed to forgive the judgment.

September 19, 2017 the Company entered into a Convertible Loan Agreement with Roran (the “Loan Agreement”).

5 unchanged sentences

convert all or any portion of the Note into shares of the Company’s common stock at a conversion price equal to 60% of the

On June 17, 2019, the Company amended its Loan Agreement and Promissory Note with Roran Capital as follows:

total amount to be loaned was increased to $200,000, and (ii) the maturity date was extended to September 19, 2019 and a further

extension is being negotiated.

are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has

6 unchanged sentences

the years ended June 30

Audit Fees (1)

Audit Related Fees (2)

All Other Fees

Related Fees (2)

Other Fees (4)

Fees include fees for services rendered for the audit of our financial statements, included in our Annual Report on Form 10-K.

23 unchanged sentences

The Registrant’s License From the Small Business Administration, incorporated by reference to Exhibit 8 to Financial Statements and Exhibits on Form N-5/A as filed with the Securities and Exchange Commission on January 9, 1999.

Loan Agreement dated September 19, 2017 between the Registrant and Roran Capital LLC, incorporated by reference to Exhibit

10.2 to Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on April 26, 2018.

Promissory Note dated September 19, 2017 issued by the Registrant in favor of Roran Capital LLC in an amount up to $150,000,

incorporated by reference to Exhibit 10.3 to Form 10-Q as filed by the Registrant with the Securities and Exchange Commission

on April 26, 2018.

Certification

of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).

Certification

of the Chief Financial Officer and Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).

Certification

of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*).

Certification

of the Chief Financial Officer and Chief Operating Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*).

order Approving and Confirming The Receiver’s Final Report, Terminating The Receivership And Discharging The Receiver,

as filed in the United States District Court for The Eastern District of Virginia Norfolk Division on 06-28-2017, incorporated

by reference to Exhibit 99.1 to the Registrant’s Form 10-K as filed with the Securities and Exchange Commissions on

April 12, 2018.

Convertible Loan Agreement dated September 19, 2017 between the Registrant and Roran Capital LLC, incorporated by reference to Exhibit 10.2 to Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on April 26, 2018.

Convertible Promissory Note dated September 19, 2017 issued by the Registrant in favor of Roran Capital LLC in an amount up to $150,000, incorporated by reference to Exhibit 10.3 to Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on April 26, 2018.

Form of First Amendment to Loan Agreement**

Form of First Amendment to Note**

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).

Certification of the Chief Financial Officer and Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*).

Certification of the Chief Financial Officer and Chief Operating Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*).

Final order Approving and Confirming The Receiver’s Final Report, Terminating The Receivership And Discharging The Receiver, as filed in the United States District Court for The Eastern District of Virginia Norfolk Division on 06-28-2017, incorporated by reference to Exhibit 99.1 to the Registrant’s Form 10-K as filed with the Securities and Exchange Commissions on April 12, 2018.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2019.

to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto shall not be deemed “filed”

13 unchanged sentences

of the Board;

September 05, 2018

Executive Officer;

1 unchanged sentence

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-K

Item 9A. Controls and Procedures