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Item 4. Controls and Procedures

2024-03-14 compared with 2023-10-13 · 69 added, 81 removed, 1 unchanged (99% of the section changed)

Controls and Procedures

Disclosure Controls and

We conducted an evaluation,

with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of

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,

or the Exchange Act, as of August 31, 2023, to ensure that information required to be disclosed by us in the reports filed or submitted

by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange

Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted

by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial

officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that

evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of August 31, 2023, our disclosure controls

and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described below.

Our principal executive

officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud.

Although our disclosure

controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers

have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived

and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

Further, the design of a

control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that

all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities

that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls

can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions.

Remediation Plan to Address

the Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a

deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

identified the following three material weaknesses that have caused management to conclude that, as of August 31, 2023, our disclosure

controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

We do 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 as of the period ending August 31, 2023.

Management evaluated

the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure

controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We do not have sufficient

segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature, segregation of

all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation

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

evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and

has concluded that the control deficiency that resulted represented a material weakness.

Effective controls over

the control environment were not maintained.

Specifically, a formally adopted written code of business conduct and ethics that governs

our employees, officers, and directors was not in place.

Additionally, management has not developed and effectively communicated

to employees its accounting policies and procedures.

This has resulted in inconsistent practices.

To address these material

weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly

present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results

of operations and cash flows for the periods presented.

We intend to remedy our

material weaknesses with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in

a manner that establishes effective internal controls once resources become available.

Changes in Internal Control

over Financial Reporting

change in our system of internal control over financial reporting occurred during the period covered by this report, ,

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Controls and Procedures Disclosure Controls and Procedures

conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the

design and operation of 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, or the Exchange Act, as of November 30, 2023, to ensure that information required to be disclosed by us in the

reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified

in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in

the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal

executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding

required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of November

30, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses

identified and described below.

principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud.

our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal

executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter

how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered

relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the

realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally,

controls can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design will succeed

in achieving its stated goals under all potential future conditions.

Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As previously reported

management identified the following three material weaknesses that have caused management to conclude that, as of November 30, 2023, our

disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance

We do 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 as of the period ending November 30, 2023.

evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure

controls and procedures and has concluded that the control deficiency represented a material weakness.

We do not have sufficient segregation of duties within accounting functions.

Due to our size and nature, segregation of all conflicting

duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions,

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

Management evaluated the impact of

our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control

deficiency represented a material weakness.

Effective controls over the control

environment were not maintained.

Specifically, a formally adopted written code of business conduct and ethics that governs our employees,

officers, and directors was not in place.

Additionally, management has not developed and effectively communicated to employees its accounting

policies and procedures.

This has resulted in inconsistent practices, and based on the assessment represented a material weakness.

There is a lack of a sufficient

complement of personnel within the finance and accounting function with an appropriate degree of knowledge, experience and training in

US GAAP and SEC rules and regulations to evaluate and appropriately record and disclose complex and/or unusual transactions.

address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements

included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods

Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our

financial condition, results of operations and cash flows for the periods presented.

intend to remedy our material weaknesses with regard to insufficient segregation of duties by hiring additional employees in order to

segregate duties in a manner that establishes effective internal controls once resources become available.

in Internal Control over Financial Reporting

change in our system of internal control over financial reporting occurred during the period covered by this report, that has materially

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

II – OTHER INFORMATION

Legal Proceedings

We are not a party to any material pending legal proceeding.

aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting

securities are adverse to us or have a material interest adverse to us.

See Risk Factors set forth in our annual report on

Form 10-K for the year ended February 28, 2023 filed with the SEC on May 20, 2023.

Unregistered Sales of Equity Securities

and Use of Proceeds

Defaults upon Senior Securities

Mine Safety Disclosure

Not applicable

are not a party to any material pending legal proceedings.

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

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

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