Differences between the 10Q & 10QA
I ran the two reports thru a text comparison program.
A * means a change.
A !> means a new line.
A !< means a deleted line.
Just the results are shown:
1 * 10-Q 1 t78214_10q.htm FORM 10-Q
* 10-Q/A 1 t79139_10qa.htm FORM 10-Q (AMENDMENT NO. 1)
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9 * FORM 10-Q
* *FORM 10-Q /A *
!> *(Amendment No.1) *
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31 * Commission File Number: 33-17387
* Commission File Number: 002-90539
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!> *Explanatory Note *
!>
!>
!>
!> Applied DNA Sciences (the “Company”) is filing this Amendment No. 1
!> (the “Amendment”) to its Quarterly Report Form 10-Q for the quarterly
!> period ended December 31, 2013, previously filed with the Securities and
!> Exchange Commission (the “SEC”), on February 10, 2014 (the “Original
!> Filing”). The Registrant is filing this Amendment to amend our
!> disclosure in Part I, Item 4 “Controls and Procedures” to clarify and
!> amend the conclusion of our principal executive officer and principal
!> financial officer regarding the effectiveness of our disclosure controls
!> and procedures for the quarterly period ended December 31, 2013. This
!> Amendment is being filed in response to the Company determining that as
!> a result of the Company’s transition from a “smaller reporting company”
!> to an “accelerated filer” at the end of fiscal 2013, the Company was
!> required to include in the Original 10-K the auditor attestation report
!> on internal control over financial reporting required by Section 404(b)
!> of the Sarbanes-Oxley Act of 2002 (the “Auditor Attestation Report”). As
!> a result, the Company amended its 10-K, originally filed on December 20,
!> 2013 to include the auditor attestation report on internal control over
!> financial reporting required by Section 404(b) of the Sarbanes-Oxley Act
!> of 2002 and a Management’s Report on Internal Control over Financial
!> Reporting. The 10K/A was filed on May 1, 2014.
!>
!> In addition to the above, the Amendment includes the following changes
!> and additions to the Original 10-Q:
!>
!> · We have updated our Notes to our condensed consolidated financial
!> statements on Note I – Subsequent Events.
!>
!> · New certifications by our principal executive officer and principal
!> financial officer under Sections 302 and 906 of Sarbanes-Oxley Act of
!> 2002 are filed as exhibits to this Amendment.
!>
!> Except as described above, no other amendments have been made to the
!> Original Filing. This Amendment does not modify or update the
!> disclosures or financial information contained in the Original Filing in
!> any way other than as required to reflect the revisions discussed above.
!>
!>
!>
!>
!>
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!>
!>
!>
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576 * in the Company’s Annual Report on Form 10-K filed with the SEC.
* in the Company’s Annual Report on Form 10-K and Form 10-K/A filed with
!> the SEC.
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!> *NOTE I - SUBSEQUENT EVENTS *
!>
!> On February 11, 2014, 746,835 shares of the Company’s common stock were
!> issued in connection with the cashless exercise of 1,000,000 warrants to
!> acquire the Company’s common stock.
!>
!> On February 6, 2014, the Company granted 2,500,000 options to purchase
!> the Company’s common stock at an exercise price of $0.16 per share for
!> five years to a consultant, with immediate vesting. This resulted in an
!> expense of $271,417 for the three months ended march 31, 2014.
!>
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2250 * “Business” and elsewhere in our Annual Report on Form 10-K for the
* “Business” and elsewhere in our Annual Report on Form 10-K and Form
2251 * fiscal year ended September 30, 2013. All forward-looking statements
* 10-K/A for the fiscal year ended September 30, 2013. All
2252 * and risk factors included in this document are made as of the date
* forward-looking statements and risk factors included in this document
2253 * hereof, based on information available to us as of the date thereof, and
* are made as of the date hereof, based on information available to us as
2254 * we assume no obligations to update any forward-looking statement or risk
* of the date thereof, and we assume no obligations to update any
2255 * factor, unless we are required to do so by law.
* forward-looking statement or risk factor, unless we are required to do
!> so by law.
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!>
!> *Remediation of Weakness in Internal Controls *
!>
!>
!>
!> We concluded that our disclosure controls and procedures were not
!> effective as of December 31, 2013 as the result of a material weakness
!> in our internal control over financial reporting as of September 30,
!> 2013, that was not yet remediated as of December 31, 2013. The material
!> weakness, which arose primarily due to the need for more enhanced and
!> formalized documentation and procedures regarding the financial
!> statement closing and review process, is further described in Item 4 of
!> this Quarterly Report on Form 10-Q/A. We are taking the following steps
!> to remediate this material weakness and to improve our disclosure
!> controls and procedures:
!>
!>
!>
!> · Our CEO has appointed a Sarbanes-Oxley project leadership team,
!> consisting of our CFO and our Controller, that will oversee the project;
!>
!> · Together with a consultant that we have engaged, we have enhanced
!> our review procedures and the documentation thereof; and
!>
!> · We are prepared to implement these enhanced procedures as we are
!> preparing our Form 10-Q for the period ended March 31, 2014.
!>
!>
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2634 * None.
* On February 11, 2014, 746,835 shares of the Company’s common stock were
!> issued in connection with the cashless exercise of 1,000,000 warrants to
!> acquire the Company’s common stock.
!>
!>
!>
!> On February 6, 2014, the Company granted 2,500,000 options to purchase
!> the Company’s common stock at an exercise price of $0.16 per share for
!> five years to a consultant, with immediate vesting. This resulted in an
!> expense of $271,417 for the three month period ended March 31, 2014
!>
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2729 * procedures were effective to ensure that the information required to be
* procedures were not effective to ensure that the information required
2730 * disclosed by us in reports that we file or submit under the Exchange Act
* to be disclosed by us in reports that we file or submit under the
2731 * is recorded, processed, summarized and reported within the time periods
* Exchange Act is recorded, processed, summarized and reported within the
2732 * specified in the SEC’s rules and forms.
* time periods specified in the SEC’s rules and forms due to a deficiency
!> in our disclosure controls that was determined to be a material weakness
!> as described below .
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2734 * Changes in Internal Control over Financial Reporting
*
!> A material weakness is a deficiency, or a combination of deficiencies,
!> in internal control over financial reporting, such that there is a
!> reasonable possibility that a material misstatement of the company’s
!> annual or interim financial statements will not be prevented or detected
!> on a timely basis.
!>
!>
!>
!> The specific material weakness identified by the Company’s management as
!> of September 30, 2013, which was not yet remediated as of December 31,
!> 2013 is described as follows:
!>
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2736 * During the fiscal quarter ended December 31, 2013, there were no changes
*
2737 * in our internal control over financial reporting that have materially
* Our management determined that, as of September 30, 2013, the Company’s
!> disclosure controls and internal control over financial reporting were
!> not effective, due to the need for more enhanced and formalized
!> documentation and procedures regarding the financial statement closing
!> and review process to ensure that the application of the Company’s
!> accounting policies and the presentation of disclosures in the Company’s
!> financial statements is adequate. Further, in the filing of our original
!> Form 10-K for the year ended September 30, 2013, we did not effectively
!> evaluate the impact of our unaffiliated aggregate market value being in
!> excess of $75 million (reported level of $113 million) at March 31,
!> 2013. Subsequent to the filing of our Form 10-K, our management
!> determined that we should have included a 404(b) attestation report from
!> our auditors in our Form 10-K.
!>
!>
!>
!> Despite the material weakness reported above, the Company’s management
!> believes that its condensed consolidated financial statements included
!> in this report fairly present in all material respects the Company’s
!> financial condition, results of operations, and cash flows for the
!> periods presented
!>
!>
!>
!> /Remediation of Material Weakness /
!>
!>
!>
!> Our management has developed a remediation action plan and we are
!> actively engaged in the implementation of the plan to fully remediate
!> our material weakness. The principal elements of our remediation plan
!> include the following:
!>
!>
!>
!> a. Our CEO has appointed a Sarbanes-Oxley project leadership team
!> consisting of our CFO and our Controller, that will oversee the project,
!>
!> b. Together with a consultant that we have engaged, we have enhanced
!> our review procedures and the documentation thereof, and,
!>
!> c. We are prepared to implement these enhanced procedures as we are
!> preparing our Form 10-Q for the period ended March 31, 2014.
!>
!>
!>
!> Further, we have amended our Form 10-K for the year ended September 30,
!> 2013 to include a 404(b) attestation opinion from our auditors.
!>
!>
!>
!> */Changes in Internal Control over Financial Reporting /*
!>
!>
!>
!> There were no additional changes, other than those detailed above under
!> Remediation of Material Weakness in our internal control over financial
!> reporting during the most recent fiscal quarter that has materially
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!>
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2746 * 10-K filed on December 20, 2013, includes a discussion of our legal
* 10-K filed on December 20, 2013 and on Form 10-K/A filed on May 1, 2014,
2747 * proceedings. During the three months ended December 31, 2013, there have
* includes a discussion of our legal proceedings. During the three months
2748 * been no material changes from the legal proceedings discussed in our
* ended December 31, 2013, there have been no material changes from the
2749 * Form 10-K. See Note G to our Notes to Condensed Consolidated Financial
* legal proceedings discussed in our Form 10-K. See Note G to our Notes to
2750 * Statements.
* Condensed Consolidated Financial Statements.
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2777 * to the Company’s Annual Report on Form 10-K (filed with the SEC on
* to the Company’s Annual Report on Form 10-K/A, Amendment No 1 (filed
2778 * December 20, 2013) for the year ended September 30, 2013 for a list of
* with the SEC on May 1, 2014 ) for the year ended September 30, 2013 for
2779 * our risk factors.
* a list of our as amended risk factors.
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2882 * Dated: February 10, 2014
* Dated: May 2 , 2014
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2898 * (Duly authorized officer and
* /(principal financial officer and /
2899 * principal financial officer)
* /principal accounting officer) /
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