Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit
under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized, and reported within the time
periods specified in SEC rules and forms, and 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.
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
As of January 31, 2022, our management assessed the effectiveness of our internal control over financial reporting using the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework, or 2013 Framework.
Based on this assessment, our management concluded that, as of January 31, 2022, our internal control over financial reporting was not
effective because of a material weakness in our internal control over financial reporting related to the lack of accounting department
resources and/or policies and procedures to ensure recording and disclosure of items in compliance with generally accepted accounting
principles. We have taken and are taking steps to remediate the material weakness, including implementing additional procedures and utilizing
external consulting resources with experience and expertise in U.S. GAAP and public company accounting and reporting requirements to assist
management with its accounting and reporting of complex and/or non-recurring transactions and related disclosures.
Notwithstanding the identified
material weakness, our management believes that the condensed financial statements included in this Quarterly Report fairly represent
in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance
with U.S. GAAP. Nonetheless, we also believe that an internal control system, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the internal control system are met, and no evaluation of internal control can provide absolute
assurance that all internal control issues and instances of fraud, if any, within a company are detected.
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Changes in Internal Control
During the quarter ended January
31, 2022, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Inherent
Limitations on the Effectiveness of Controls
The
effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including
the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate
misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any
system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,
not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must
reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits
of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate
for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial
reporting.
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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.