What changed in this filing

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Item 4. Controls and Procedures

2022-10-17 compared with 2022-07-15 · 58 added, 52 removed, 1 unchanged (99% of the section changed)

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief

Executive Officer and Chief Financial Officer, evaluated the effectiveness 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 May 31, 2022.

Our disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (1) recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) 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 recognizes that any controls and procedures, no matter how well designed and operated, can provide

only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

Based on such evaluation of our disclosure controls

and procedures as of May 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that due to the existence of material

weaknesses in our internal controls over financial reporting, as discussed in more detail in our Annual Report on Form 10-K for the year

ended February 28, 2022, our disclosure controls and procedures were not completely effective as of May 31, 2022.

Management has continued

to monitor the implementation of the remediation plan described below.

Material Weakness

As previously disclosed in our Annual Report on Form

10-K for the year ended February 28, 2022, management concluded that material weaknesses existed in our internal control over financial

– CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness 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 August 31, 2022.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed

by us in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the

time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our

Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship

of possible controls and procedures.

on such evaluation of our disclosure controls and procedures as of August 31, 2022, our Chief Executive Officer and Chief

Financial Officer concluded that due to the existence of material weaknesses in our internal controls over financial reporting,

as discussed in more detail in our Annual Report on Form 10-K for the year ended February 28, 2022, our disclosure controls

and procedures were not completely effective as of August 31, 2022.

Management has continued to monitor the implementation

of the remediation plan described below.

previously disclosed in our Annual Report on Form 10-K for the year ended February 28, 2022, management concluded that

material weaknesses existed in our internal control over financial reporting.

Specifically, we determined that:

We did not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act, which is applicable to us as a reporting company;

We have limited segregation of duties and oversight of work performed as well as lack of compensating controls in the Company’s finance and accounting functions due to limited personnel.

As a result, segregation of all conflicting duties may not always be possible and may not be economically feasible.

Furthermore, we cannot provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization.

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

In order to remediate the documented material weaknesses,

management has implemented corporate governance policies and charters that will further align the Company’s governance procedures

with the requirements noted in the Sarbanes-Oxley Act, including a Codes of Business Conduct and Ethics, which reflects the overall corporate

principles, policies and values that provides overall guidance for our control procedures.

Management is committed to improving our internal

control processes and believes that the measures described above should remediate the material weaknesses identified and strengthen internal

control over financial reporting.

As we continue to evaluate and improve internal control over financial reporting, additional measures

to remediate the material weaknesses or modifications to certain of the remediation procedures described above may be necessary.

weaknesses will not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management

has concluded, through testing, that these controls are operating effectively.

Notwithstanding the material weaknesses in our internal

control over financial reporting, we believe that our consolidated financial statements contained in this Quarterly Report on Form 10-Q

fairly present our financial position, results of operations and cash flows for the period covered thereby.

Changes in internal control over financial reporting

Except for the remediation procedures being implemented

by the Company as described above, there have been no other changes in our internal control over financial reporting (as defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended May 31, 2022, that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER

ITEM 1 – LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceeding.

We are not aware of any pending legal proceeding to which any of our officers, directors, affiliates or any beneficial holders of 5% or

more of our voting securities are adverse to us or have a material interest adverse to us.

not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act, which is applicable to us as a reporting

We have limited

segregation of duties and oversight of work performed as well as lack of compensating controls in the Company’s finance

and accounting functions due to limited personnel.

As a result, segregation of all conflicting duties may not always be possible

and may not be economically feasible.

Furthermore, we cannot provide reasonable assurance that receipts and expenditures are

being made only in accordance with management and director authorization.

However, to the extent possible, the initiation

of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

order to remediate the documented material weaknesses, management has implemented corporate governance policies and charters that

will further align the Company’s governance procedures with the requirements noted in the Sarbanes-Oxley Act, including

a Codes of Business Conduct and Ethics, which reflects the overall corporate principles, policies and values that provides overall

guidance for our control procedures.

is committed to improving our internal control processes and believes that the measures described above should remediate the material

weaknesses identified and strengthen internal control over financial reporting.

As we continue to evaluate and improve internal

control over financial reporting, additional measures to remediate the material weaknesses or modifications to certain of the

remediation procedures described above may be necessary.

The material weaknesses will not be considered remediated until the applicable

remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls

are operating effectively.

Notwithstanding the material weaknesses in our internal control over financial reporting, we believe

that our consolidated financial statements contained in this Quarterly Report on Form 10-Q fairly present our financial position,

results of operations and cash flows for the period covered thereby.

in internal control over financial reporting

for the remediation procedures being implemented by the Company as described above, there have been no other changes in our internal

control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during

our fiscal quarter ended August 31, 2022, that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

II – OTHER INFORMATION

– LEGAL PROCEEDINGS

Company is not a party to any pending legal proceeding.

We are not aware of any pending legal proceeding to which any of our officers,

directors, affiliates or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest

adverse to us.

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