What changed in this filing

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Item 4. Controls and Procedures

2022-11-14 compared with 2022-08-16 · 59 added, 69 removed, 16 unchanged (89% of the section changed)

1 unchanged sentence

Definition and Limitations of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined

in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed

to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed,

summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii)

accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate,

to allow timely decisions regarding required disclosures.

Our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to reasonably ensure

that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed, summarized, and

reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and

communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely

decisions regarding required disclosures.

Evaluation of Disclosure Controls and Procedures

The management of the Company, under the supervision

and with the participation of our Chief Executive Officer and Chief Operating Officer, has evaluated the effectiveness of the Company’s

disclosure controls and procedures (as such term is defined in the Exchange Act), as of June 30, 2022.

Based on such evaluation, our principal

executive officer and principal financial and accounting officer have concluded that, as of the end of such period, the Company’s

disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by the

Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, on a timely

basis, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer

and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures due to the material weaknesses identified

in our internal control over financial reporting as of June 30, 2022.

The management of the Company, under the supervision and with the participation

of our Chief Executive Officer and Chief Operating Officer, has evaluated the effectiveness of the Company’s disclosure controls

and procedures (as such term is defined in the Exchange Act), as of September 30, 2022.

Based on such evaluation, our principal executive

officer and principal financial and accounting officer have concluded that, as of the end of such period, the Company’s disclosure

controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by the Company in

the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, on a timely basis, and

(ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosures due to the material weaknesses identified in our internal

control over financial reporting as of September 30, 2022.

Previously Reported Material Weakness on Internal Control Over Financial

In the 2022 Form 10-K, filed with the SEC on July

1, 2022, management concluded that our internal control over financial reporting was not effective as of March 31, 2022.

the evaluation, management identified material weaknesses in internal controls related to our financial close and reporting process and

information and communication controls.

Management also concluded that we did not have a sufficient complement of corporate personnel

with appropriate levels of accounting and controls knowledge and experience commensurate with our financial reporting requirements to

appropriately analyze, record and disclose accounting matters completely and accurately.

As a result of this evaluation, management extensively

used outside consultants who possessed the appropriate levels of accounting and controls knowledge.

In the Annual report Form 10-K for the fiscal year ended March 31,

2022 filed with the SEC on July 1, 2022, management concluded that our internal control over financial reporting was not effective as

of March 31, 2022.

In the evaluation, management identified material weaknesses in the following:

a) Internal controls related to our financial close and reporting process;

b) Information and communication controls;

c) Insufficient complement of corporate

personnel with appropriate levels of accounting and controls knowledge and experience commensurate with our financial reporting

requirements to appropriately analyze, record and disclose accounting matters completely and accurately.

As a result of this evaluation, management extensively used outside

consultants who possessed the appropriate levels of accounting and controls knowledge.

Remediation .

Following identification

of this control deficiency, management is implementing modifications to better ensure that the Company has appropriate

and timely reviews on all financial reporting analysis.

The material weakness in our internal control over financial reporting

will not be considered remediated until these modifications are implemented, in operation for a sufficient period of time, tested,

and concluded by management to be designed and operating effectively.

In addition, as we continue to evaluate and work to improve our

internal control over financial reporting, management may determine to take additional measures to address control deficiencies or determine

to modify our remediation plan.

Management will test and evaluate the implementation of these modifications to ascertain whether they

are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material misstatement in the

Company’s financial statements.

Following identification of this control

deficiency, management has implemented modifications to better ensure that the Company has appropriate and timely reviews on

all financial reporting analysis.

In addition, as we continue to evaluate and work to improve our internal control over financial

reporting, management may determine to take additional measures to address control deficiencies or determine to modify our remediation

Management will test and evaluate the implementation of these modifications to ascertain whether they are designed and operating

effectively to provide reasonable assurance that they will prevent or detect a material misstatement in the Company’s financial

The steps we took to address the deficiencies

2 unchanged sentences

hired a new Executive Vice-President (“EVP”) Accounting;

have engaged in efforts to restructure accounting processes and revise organizational structures to enhance accurate accounting and appropriate financial reporting;

have restructured accounting processes and revised organizational structures to enhance accurate accounting and appropriate financial reporting;

have hired additional experienced accounting personnel in the corporate office to enhance the application of accounting standards and

1 unchanged sentence

have engaged external advisors to provide financial accounting and reporting assistance;

will enhance information and communication processes through information technology solutions to ensure that information needed for financial

reporting is accurate, complete, relevant and reliable, and communicated in a timely manner;

have enhanced information and communication processes through information technology solutions to ensure that information needed for

financial reporting is accurate, complete, relevant and reliable, and communicated in a timely manner;

have engaged external advisors to evaluate and document the design and operating effectiveness of our internal control over financial

reporting and assist with the remediation and implementation of our internal control function.

As noted above, we believe that, as a result of

management’s in-depth review of its accounting processes, and the additional procedures management has implemented, there are no

material inaccuracies or omissions of material fact in this Form 10-Q and, to the best of our knowledge, we believe that the consolidated

financial statements in this Form 10-Q fairly present in all material respects our financial condition, results of operations

and cash flows in conformity with GAAP.

We and our Board treat the controls surrounding,

and the integrity of, our financial statements with the utmost priority.

Management is committed to the planning and implementation of

remediation efforts to address control deficiencies and any other identified areas of risk.

These remediation efforts are intended to

both address the identified material weakness and to enhance our overall financial control environment.

We are committed to maintaining

a strong internal control environment, and we believe the measures described above will strengthen our internal control over financial

reporting and remediate the material weakness we have identified.

Our remediation efforts have begun, and we will continue to devote significant

time and attention to these remedial efforts.

As we continue to evaluate and work to improve our internal control over financial

reporting, management may determine to take additional measures to strengthen controls or to modify the remediation plan described above,

which may require additional implementation time.

Changes in Internal Control Over Financial

There have been no changes, other than our remediation

efforts discussed above, in the Company’s internal control over financial reporting during the fiscal quarter ended June 30, 2022

that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

As noted above, we believe that, as a result of management’s

in-depth review of its accounting processes, and the additional procedures management has implemented, there are no material inaccuracies

or omissions of material fact in this Form 10-Q and, to the best of our knowledge, we believe that the consolidated financial statements

in this Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows in conformity

We and our Board treat the controls surrounding, and the integrity

of, our financial statements with the utmost priority.

Management is committed to the planning and implementation of remediation efforts

to address control deficiencies and any other identified areas of risk.

These remediation efforts are intended to both address the identified

material weakness and to enhance our overall financial control environment.

We are committed to maintaining a strong internal control

environment, and we believe the measures described above will strengthen our internal control over financial reporting and remediate the

material weakness we have identified.

Our remediation efforts have begun, and we will continue to devote significant time and attention

to these remedial efforts.

As we continue to evaluate and work to improve our internal control over financial reporting, management

may determine to take additional measures to strengthen controls or to modify the remediation plan described above, which may require

additional implementation time.

Changes in Internal Control Over Financial Reporting

There have been no changes, other than our remediation efforts discussed

above, in the Company’s internal control over financial reporting during the fiscal quarter ended September 30, 2022 that have materially

affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

LEGAL PROCEEDINGS

There have been no material changes to the Risk

Factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not Applicable.

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