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Item 4. Controls and Procedures

2024-08-08 compared with 2015-11-18 · 38 added, 31 removed, 1 unchanged (99% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive and financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.

Based on this evaluation, our principal executive and financia l officer concluded that as of September 30 , 201 5 , these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our Company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), including that such information is accumulated and communicated to our management, including our principal executive and financial officer, as appropriate to allow timely decisions regarding required disclosures .

The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in our internal control over financial reporting, as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as previously disclosed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended March 31, 201 5 .

In light of the material weaknesses identified by management, we performed additional analyses and procedures in order to conclude that our condensed financial statements for the interim period ended September 30 , 201 5 are fairly presented, in all material respects, in accordance with GAAP.

Description of Material Weaknesses and Management’s Remediation Initiatives

As of the date of this report, our remediation efforts continue related to each of the material weaknesses that we have identified in our internal control over financial reporting and additional time and resources will be required in order to fully address these material weaknesses.

We have not been able to complete all actions necessary and test the remediated controls in a manner that would enable us to conclude that such controls are effective.

We are committed to implementing the necessary controls to remediate the material weaknesses described below, as and when resources permit.

These material weaknesses will not be considered remediated until (1) the new processes are designed, appropriately controlled and implemented for a sufficient period of time and (2) we have sufficient evidence that the new processes and related controls are operating effectively.

The following is a list of the material weaknesses identified by management as of September 30 , 201 5 :

(1) Insufficient segregation of duties in our finance and accounting functions due to limited personnel.

During the three months ended September 30 , 201 5 , we internally performed all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements.

Due to the fact that these duties were often performed by the same person, there was a lack of review over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC.

This could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

(2) Insufficient corporate governance policies.

The Company does not have a majority of independent members on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Changes in Internal Control over Financial Reporting

We are currently considering adding additional independent members to our board of directors and adding accounting personnel to our staff in connection with the ongoing efforts to remediate the material weaknesses

described above, but no specific progress has been made on these goals or other remediation efforts during the six months ended September 30 , 201 5 .

As a result , there were no changes in our internal control over financial reporting during the six mo nths ended September 30, 2015 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Internal Control

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 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, have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors.

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 is also 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.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

In addition, projections of any evaluation of effectiveness to future periods are subject to risks that controls that are effective at one date may subsequently become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.

PART II - OTHER INFORMATION

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to

ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated

to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted

an evaluation of the effectiveness of our Disclosure Controls and Procedures (“DCPs”) as of the end of the fiscal quarter

ended March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

on such evaluation at the time our Original Form 10-Q was filed, our Chief Executive Officer and Chief Financial Officer concluded that

as of March 31, 2024, our DCPs were effective at a reasonable assurance level.

Subsequent to that evaluation and as a result of the material

weakness in our ICFR discussed below, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered

by this report, our disclosure controls and procedures were not effective.

Our internal control over financial reporting did not result

in the proper accounting classification of financial information and presentation which, due to its material impact on our financial

statements, we determined to be a material weakness.

Weaknesses in Internal Control over Financial Reporting

material weakness is a deficiency, or a combination of deficiencies, in Internal Control over Financial Reporting (“ICFR”),

such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented

or detected in a timely manner.

did not maintain effective controls over expense recording and accruals.

Specifically, we did not maintain effective controls to timely

identify and account for period cutoff and accruals to the proper period.

This material weakness resulted in the restatement of our financial

statements for the three months ended March 31, 2024.

identification of the material weakness, our management developed a remediation plan to address the material weakness, which includes

updating our procedures regarding the review of expenses and accruals of expenses to the proper period.

management believes the measures described above and others that may be implemented will remediate the material weakness that we have

However, the material weakness will not be considered remediated until there has been appropriate time for us to conclude

through testing that the controls are operating effectively.

our management continues to evaluate and improve our ICFR, we may decide to take additional measures to address control deficiencies

or determine to modify certain remediation measures identified.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during the quarter ended March 31, 2024, that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

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/A

Item 4. Controls and Procedures