What changed in this filing

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Item 4. Controls and Procedures

2018-02-15 compared with 2017-09-13 · 50 added, 74 removed, 5 unchanged (96% of the section changed)

CONTROLS AND PROCEDURES

and Procedures

Evaluation of Disclosure Controls and Procedures

maintain disclosure controls and procedures that are designed to

ensure that material information required to be disclosed in our

periodic reports filed under the Securities Exchange Act of 1934,

as amended, or 1934 Act, is recorded, processed, summarized, and

reported within the time periods specified in the SEC’s rules

and forms and to ensure 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.

At the end of the quarter

ended March 31, 2016, we carried out an evaluation, under the

supervision and with the participation of our management, including

our principal executive officer and the principal financial

officer, of the effectiveness of the design and operation of our

disclosure controls and procedures.

not have an audit committee:

While we are not currently obligated

to have an audit committee, including a member who is an

“audit committee financial expert,”

as defined in Item

407 of Regulation S-K, under applicable regulations or listing

however, it is management’s view that such a

committee is an important internal control over financial

reporting, the lack of which may result in ineffective oversight in

the establishment and monitoring of internal controls and

on this evaluation, we determined that as of March 31, 2016, our

disclosure controls and procedures were not effective due to the

We do not have a

majority of independent directors on our board of directors, which

may result in ineffective oversight in the establishment and

monitoring of required internal controls and

inadequate number of personnel to properly implement control

Due to the size and

lack of resources of our Company, we have not fully developed

formal accounting policies and procedures.

properly complied with all aspects of the Internal

Control-Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in

Limitations on Effectiveness of Controls and

management, including our Chief Executive Officer (Principal

Executive Officer), who also serves as our Chief Financial Officer

(Principal Financial Officer), does not expect that our disclosure

controls and procedures will prevent all errors and all fraud.

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

We maintain disclosure

controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports

filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms and to ensure 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.

At the end of the quarter ended December 31, 2017, we carried out an evaluation, under the supervision

and with the participation of our management, including our principal executive officer and the principal financial officer, of

the effectiveness of the design and operation of our disclosure controls and procedures.

We do not have an audit

While we are not currently obligated to have an audit committee, including a member who is an “audit committee

financial expert,”

as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards;

it is management’s view that such a committee is an important internal control over financial reporting, the lack of which

may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

Based on this evaluation,

we determined that as of December 31, 2017, our disclosure controls and procedures were not effective due to the following:

· We do not have a majority of independent directors on our board of directors, which may result

in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

· We have an inadequate number of personnel to properly implement control procedures.

· Due to the size and lack of resources of our Company, we have not fully developed formal accounting

policies and procedures.

· We have not properly complied with all aspects of the Internal Control-Integrated Framework issued

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Limitations on Effectiveness of Controls

and Procedures

Our management, including

our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect

that our disclosure controls and procedures will prevent all errors 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.

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 and instances of fraud, if any,

within the Company have been detected.

Because of 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, within the Company have been detected.

These inherent limitations

include, but are not limited to, the realities that judgments in

decision-making can be faulty and that breakdowns can occur because

include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because

of 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 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.

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.

Changes in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting

during the three months ended March 31, 2016 that have materially

affected, or are reasonably likely to materially affect our

internal control over financial reporting.

PART II –

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

two or more people, or by management 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.

Because of the inherent limitations in a cost-effective control

system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial

There were no changes in

our internal control over financial reporting during the three months ended December 31, 2017 that have materially affected or

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

PART II –

OTHER INFORMATION

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