Controls and Procedures.
+Added: We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act
+Added: that are designed to ensure that material information relating to us is made known to the officers who certify our financial reports and
+Added: to other members of senior management and the Board of Directors.
+Added: These disclosure controls and procedures are designed to ensure that
+Added: information required to be disclosed in our reports that are filed or submitted under the Exchange Act are recorded, processed, summarized,
+Added: and reported within the time periods specified in the SEC’s rules and forms.
+Added: Disclosure controls and procedures include, without
+Added: limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files
+Added: or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial
+Added: officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
+Added: with the participation of our Chief Executive Officer and our President who acts as our Principal Financial Officer has evaluated the
+Added: effectiveness, as of December 31, 2023, of our disclosure controls and procedures.
+Added: Based on that evaluation, our Chief Executive Officer
+Added: and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023, because
+Added: of inadequate control and expertise over preparation of the preliminary financial statements and schedules for our auditor’s review,
+Added: resulting in some minor errors in applying Accounting Standards Codifications used in the United States to organize and present accounting
+Added: standards and principles.
+Added: Management has concluded that we will take appropriate action to add additional expertise to assist us
+Added: in the preparation of our future interim financial statements for our auditor’s review to ameliorate this weakness.
in Internal Control over Financial Reporting
−Removed: Controls and Procedures
−Removed: Company maintains “disclosure controls and procedures,”
−Removed: as the SEC defines such terms.
−Removed: We have designed these controls
−Removed: and procedures to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such
−Removed: as this Quarterly Report, is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules
−Removed: We have also designed our disclosure controls to provide reasonable assurance that such information is accumulated
−Removed: and communicated to the Chief Executive Officer, Executive Vice President, and Vice President/Treasurer, as appropriate, to allow
−Removed: them to make timely decisions regarding our required disclosures.
−Removed: has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act as
−Removed: of December 31, 2016.
−Removed: Based on this evaluation, the Chief Executive Officer, Executive Vice President, and the Vice President/Treasurer,
−Removed: acting as principal financial officer, concluded that the Company’s disclosure controls and procedures, including the accumulation
−Removed: and communication of disclosures to the Company’s Chief Executive Officer, Executive Vice President, and Vice President/Treasurer,
−Removed: as appropriate to allow timely decisions regarding required disclosure, were not effective as of this date to provide reasonable
−Removed: assurance that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is
−Removed: recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
−Removed: The Company’s
−Removed: quarter-end closing process did not adequately ensure that all transactions were accounted for in accordance with GAAP and that
−Removed: required adjustments were made to the financial statements to prevent them from being materially misstated.
−Removed: Management acknowledges
−Removed: that as a smaller reporting entity, it is difficult to have adequate accounting staff to perform appropriate additional reviews
−Removed: of the financial statements.
−Removed: Management’s
−Removed: Report on Internal Control Over Financial Reporting .
−Removed: management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
−Removed: 13a-15(f) under the Exchange Act).
−Removed: Our internal control over financial reporting is a process designed to provide reasonable assurance
−Removed: regarding the reliability of financial reporting and the preparation of financial statements for external purposes.
−Removed: of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Therefore, even
−Removed: those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
−Removed: including our Chief Executive Officer, Executive Vice President, and our Vice President/Treasurer, acting as principal financial
−Removed: officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud.
−Removed: A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
−Removed: of the control system are met.
−Removed: Further, the design of a control system must reflect the fact that there are resource constraints
−Removed: and the benefits of controls must be considered relative to their costs.
−Removed: Due to the inherent limitations in all control systems,
−Removed: no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
−Removed: Management believes that the financial statements included in this report fairly present in all material respects our financial
−Removed: condition, results of operations and cash flows for the periods presented.
−Removed: with the participation of the Chief Executive Officer, as principal executive officer, Executive Vice President, and the Vice
−Removed: President/Treasurer, acting as principal financial officer, evaluated the effectiveness of the Company’s internal control
−Removed: over financial reporting as of December 31, 2016.
−Removed: In making this assessment, management used the criteria set forth by the Committee
−Removed: of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control –
−Removed: Integrated Framework.
−Removed: Consistent with its review for the year ending March 31, 2016, when management identified a material weakness in the internal
−Removed: control over financial reporting, management concluded that, as of December 31, 2016, the Company’s internal control over
−Removed: financial reporting was not comprehensive.
−Removed: material weakness was evidenced through the Company’s year-end closing process, which did not adequately ensure that all
−Removed: transactions were accounted for in accordance with GAAP and that required adjustments were made to the financial statements to
−Removed: prevent them from being materially misstated.
−Removed: Based on this evaluation, our management, with the participation of the Chief Executive
−Removed: Officer, Executive Vice President and Principal Financial Officer, in this case, our Vice President, concluded, as of March 31,
−Removed: 2016, our internal control over financial reporting was not effective.
−Removed: Management acknowledges that as a smaller reporting entity,
−Removed: it is difficult to have adequate accounting staff to perform appropriate additional reviews of the financial statements.
+Added: the exception of management’s plan to take appropriate action to add additional expertise to assist us in the preparation of
+Added: our future interim financial statements to ameliorate this weakness and to assist us in designing and implementing a system of
+Added: adequate controls over the preparation of our financial statements and schedules, there have been no changes in our internal control
+Added: over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to
+Added: materially affect, our internal control over financial reporting.
II - OTHER INFORMATION
+Added: Legal Proceedings.
+Added: Risk Factors.
+Added: Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and is not required to provide the information required
+Added: under this item.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds.
+Added: Defaults Upon Senior Securities.
+Added: Mine Safety Disclosures.
+Added: not applicable.
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.