What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2017-09-13 compared with 2016-02-18 · 77 added, 24 removed, 2 unchanged (98% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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 SECs 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, 2015 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 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 standards;

however, it is managements 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, 2015, 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.

Inadequate Segregation of Duties:

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.

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.

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 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.

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 Controls

During the fiscal quarter ended December 31, 2015, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II OTHER INFORMATION

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 June 30, 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.

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 June 30, 2017, 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) 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.

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.

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 of simple error or

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.

of the inherent limitations in a cost-effective control system,

misstatements due to error or fraud may occur and not be

Changes in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting

during the three months ended June 30, 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