1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: The Company maintains disclosure controls and procedures designed to
−Removed: ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, is recorded, processed, summarized
−Removed: and reported within the specified time periods.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures
−Removed: designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities
−Removed: Exchange Act of 1934 is accumulated and communicated to its management, including its principal executive and principal financial officers,
−Removed: or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
−Removed: As of the end of the
−Removed: period covered by this report, the Company’s management evaluated, with the participation of the Company’s Principal Executive
−Removed: Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures.
−Removed: Based on the evaluation,
−Removed: the Company’s Principal Executive Officer and Chief Financial Officer concluded that these controls and procedures were effective
−Removed: as of the end of the period covered by this report in ensuring that information requiring disclosure is recorded, processed, summarized
−Removed: and reported within the time periods specified by the SEC’s rules and forms.
+Added: Under the supervision and with the participation
+Added: of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure
+Added: controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f).
+Added: Based on this evaluation,
+Added: our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were
+Added: not effective as of May 31, 2022.
+Added: As of May 31, 2022, management’s assessment identified the following material weaknesses in the
+Added: Company’s internal control over financial reporting:
+Added: (1) ineffective controls over transactions for debt issuances to provide for
+Added: review of all terms in a timely and accurate manner, to ensure reporting is in conformity with generally accepted accounting principles
+Added: and properly reflected in the financial results;
+Added: and (2) ineffective controls over transactions for issuances of common stock, options,
+Added: and warrants to provide for review of all terms in a timely and accurate manner, to ensure reporting is in conformity with generally accepted
+Added: accounting principles and properly reflected in the financial results.
+Added: Remediation Plan
+Added: In an effort to remediate the identified material
+Added: weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
+Added: We have increased our personnel resources and
+Added: technical accounting expertise within the accounting function with the hiring of a new Chief Financial Officer as disclosed on Form 8-K
+Added: filed with the Securities and Exchange Commission on February 17, 2022.
+Added: We intend to hire one or more additional personnel for the finance
+Added: and accounting function which will provide the manpower to perform timely and complete reviews of debt and equity transactions consistent
+Added: with control objectives.
+Added: We also plan to prepare written policies and procedures for accounting and financial reporting to establish a
+Added: formal process to account for all transactions, including equity and debt transactions.
+Added: We plan to test our updated controls and remediate
+Added: our deficiencies in the fiscal year 2023.
+Added: The Company continues to remediate the findings
+Added: contained in our Annual Report on Form 10-K, for the fiscal year ended February 28, 2022, issued on June 21, 2022.
Changes in Internal Control over Financial
There have been no other changes in our internal
−Removed: control over financial reporting during our fiscal quarter ended November 30, 2021, not previously identified in our Annual Report on
−Removed: Form 10-K, for the Fiscal year ended February 28, 2021 and issued on June 1, 2021 which have materially affected or are reasonably likely
+Added: control over financial reporting during our fiscal quarter ended May 31, 2022, not previously identified in our Annual Report on Form
+Added: 10-K, for the fiscal year ended February 28, 2022 and issued on June 21, 2022 which have materially affected or are reasonably likely
to materially affect our internal control over financial reporting.
1 unchanged sentence
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.