What changed in this filing

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Item 4. Controls and Procedures

2022-09-13 compared with 2022-03-15 · 60 added, 44 removed, 3 unchanged (97% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

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.

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

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

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.

Evaluation of Disclosure

Controls and Procedures

have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we

file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules

and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer,

to allow timely decisions regarding required disclosure.

principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have

evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report.

Based upon our evaluation, each of

our principal executive officer and principal financial officer has concluded that the Company’s internal control over financial

reporting was not effective as of the end of the period covered by this Quarterly Report on Form 10-Q because the Company has not yet

completed its remediation of the material weakness previously identified and disclosed in the Company’s Annual Report on Form 10-K

for the year ended April 30, 2022, the end of its most recent fiscal year.

Specifically,

management has identified the following material weaknesses:

we do not have sufficient resources in our accounting function, which

restricts our ability to perform sufficient reviews and approval of manual journal entries posted to the general ledger and to consistently

execute review procedures over general ledger account reconciliations, financial statement preparation and accounting for non-routine

transactions ;

our primary user access controls (i.e., provisioning, de-provisioning,

privileged access and user access reviews) to ensure appropriate authorization and segregation of duties that would adequately restrict

user and privileged access to the financially relevant systems and data to appropriate personnel were not designed and/or implemented

We did not design and/or implement sufficient controls for program change management to certain financially relevant systems

affecting our processes .

material weakness is a control deficiency or combination of control deficiencies that result in more than a remote likelihood that a material

misstatement of the annual or interim financial statements will not be prevented or detected.

Planned Remediation

are implementing measures designed to improve our internal control over financial reporting to remediate material weaknesses, including

the following:

· Formalizing our internal control documentation and strengthening supervisory reviews by our management;

· Adding additional accounting personnel and segregating duties amongst accounting personnel.

continues to work to improve its controls related to our material weaknesses, specifically relating to user access and change management

surrounding our information technology systems and applications.

Management will continue to implement measures to remediate material

weaknesses, such that these controls are designed, implemented, and operating effectively.

The remediation actions include:

(i) enhancing

design and documentation related to both user access and change management processes and control activities;

and (ii) developing and communicating

additional policies and procedures to govern the area of information technology change management.

In order to achieve the timely implementation

of the above, management has commenced the following actions and will continue to assess additional opportunities for remediation on an

ongoing basis:

· Engaging a third-party specialist to assist management with

improving the Company’s overall control environment, focusing on change management and access controls;

· Implementing new applications and systems that are aligned

with management’s focus on creating strong internal controls.

are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the

material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and

These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for

a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Despite the existence of these material weaknesses, we believe that

the condensed financial statements included in the period covered by this Quarterly Report on Form 10-Q fairly present, in all material

respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S.

generally accepted

accounting principles.

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.

Limitations on the Effectiveness of Controls

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

Except as detailed above,

during the quarter ended July 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.

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