Controls and Procedures
−Removed: Evaluation of Disclosure Controls and Procedures
−Removed: Under the supervision and with the participation
−Removed: of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure
−Removed: controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f).
−Removed: Based on this evaluation,
−Removed: our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were
−Removed: not effective as of May 31, 2022.
−Removed: As of May 31, 2022, management’s assessment identified the following material weaknesses in the
−Removed: Company’s internal control over financial reporting:
−Removed: (1) ineffective controls over transactions for debt issuances to provide for
−Removed: review of all terms in a timely and accurate manner, to ensure reporting is in conformity with generally accepted accounting principles
−Removed: and properly reflected in the financial results;
−Removed: and (2) ineffective controls over transactions for issuances of common stock, options,
−Removed: and warrants to provide for review of all terms in a timely and accurate manner, to ensure reporting is in conformity with generally
−Removed: accepted accounting principles and properly reflected in the financial results.
−Removed: Remediation Plan
−Removed: In an effort to remediate the identified material
−Removed: weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of
−Removed: We have increased our personnel resources and
−Removed: technical accounting expertise within the accounting function with the hiring of a new Chief Financial Officer as disclosed on Form 8-K
−Removed: filed with the Securities and Exchange Commission on February 17, 2022.
−Removed: We intend to hire one or more additional personnel for the finance
−Removed: and accounting function which will provide the manpower to perform timely and complete reviews of debt and equity transactions consistent
−Removed: with control objectives.
−Removed: The Company also plans to prepare written policies and procedures for accounting and financial reporting to
−Removed: establish a formal process to account for all transactions, including equity and debt transactions.
−Removed: The process of preparing and implementing
−Removed: these written policies and procedures began during the Company’s Fiscal 2023 second quarter, and continued into the Fiscal 2023
−Removed: third quarter ended November 30, 2022.
−Removed: We plan to test our updated controls and remediate our deficiencies in the fourth quarter of fiscal
−Removed: The Company continues to remediate the findings
−Removed: contained in our Annual Report on Form 10-K, for the fiscal year ended February 28, 2022, issued on June 21, 2022.
−Removed: Changes in Internal Control over Financial
−Removed: There have been no other changes in our internal
−Removed: control over financial reporting during our fiscal quarter ended November 30, 2022, not previously identified in our Annual Report on
−Removed: Form 10-K, for the fiscal year ended February 28, 2022 and issued on June 21, 2022 which have materially affected or are reasonably likely
−Removed: to materially affect our internal control over financial reporting.
−Removed: PART II - OTHER INFORMATION
+Added: Evaluation of
+Added: Disclosure Controls and Procedures
+Added: Our management,
+Added: with the participation of our President and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures
+Added: pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period
+Added: covered by this Report.
+Added: In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and
+Added: procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
+Added: In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management
+Added: is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
+Added: Under the supervision
+Added: and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an
+Added: evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f).
+Added: Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls
+Added: and procedures were effective as of May 31, 2023.
+Added: Changes in Internal
+Added: Control over Financial Reporting
+Added: There have been
+Added: no other changes in our internal control over financial reporting during our fiscal quarter ended May 31, 2023, not previously identified
+Added: in our Annual Report on Form 10-K, for the fiscal year ended February 28, 2023 and issued on May 26, 2023 which have materially affected
+Added: or are reasonably likely to materially affect our internal control over financial reporting.
+Added: II - OTHER INFORMATION
+Added: (Amounts in thousands,
+Added: except share and per share amounts)
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.