Item 4. Controls and Procedures
Item 4. Controls and Procedures
Changes in Internal Control Over Financial Reporting.
None.
Disclosure Controls and Procedures
We maintain
“disclosure controls and procedures,” as the Securities and Exchange Commission (“SEC”) defines such term.
We have designed these controls and procedures to reasonably assure that information required to be disclosed in our reports filed
under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized, and reported within the periods specified
in the SEC’s rules and forms. We have also designed our disclosure controls to provide reasonable assurance that such information
is accumulated and communicated to the Chief Executive Officer and Vice President/Controller, as appropriate, to allow them to
make timely decisions regarding our required disclosures.
Our management,
has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934) as of June 30, 2014. Based on this evaluation, the Chief Executive Officer and Vice President/Controller
acting as principle financial officer, concluded that our Company’s disclosure controls and procedures, including the accumulation
and communication of disclosures to the Company’s Chief Executive Officer and Vice President/Controller acting as principle
financial officer, as appropriate to allow timely decisions regarding required disclosure, were not effective as of this date
to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and
forms. Based on this evaluation, we have concluded that there are material weaknesses in our disclosure controls and procedures
and they were not effective for the following reasons:
Due to our relatively small size we do not have segregation of duties which is a deficiency in our disclosure controls. We are currently working on the resources to cure this deficiency.
Managements Report on Internal Control Over Financial Reporting .
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.
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Because of
its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Our
management, including our Chief Executive Officer and Vice President/Controller, acting as principle financial officer, does
not expect that our disclosure controls and procedures or our internal controls will prevent all error or 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. Due to the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if
any, have been detected. Management believes that the financial statements included in this report fairly present in all
material respects our financial condition, results of operations and cash flows for the periods presented.
Our management, with the participation of the Chief Executive Officer as principal executive officer and Vice
President/Controller, acting as principle financial officer, evaluated the effectiveness of the Company’s internal control
over financial reporting as of June 30, 2014. In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control – Integrated Framework. As a result of its review, management identified a material weakness in the
internal control over financial reporting as described in our annual report on Form 10-K for the year ended March 31, 2014. Based
on this evaluation, our management, concluded that, as of June 30, 2014, our internal control over financial reporting was not
comprehensive. Management acknowledges that as a smaller reporting entity, it is difficult to have adequate accounting staff to
perform appropriate additional reviews of the financial statements.
PART II - OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.