What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-07-05 compared with 2023-05-30 · 54 added, 0 removed, 6 unchanged (90% of the section changed)

5 unchanged sentences

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On June 20, 2023, we dismissed Mercurius & Associates

LLP as our independent registered public accounting firm and, on June 20, 2023, we engaged BDO South Africa Inc.

as our independent registered

public accounting firm.

The engagement of the new accountant was approved by our Audit Committee of the Board of Directors.

For the years ended February 28, 2023 and 2022, and

through the interim period ended June 20, 2023, there were no “disagreements” (as such term is defined in Item 304 of Regulation

S-K of the rules and regulations of the U.S.

Securities Exchange Commission (the “SEC”)) with the former accountant on any

matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if

not resolved to the satisfaction of the former accountant would have caused them to make reference thereto in their reports on the financial

statements for such periods.

For the years ended February 28, 2023 and 2022, and

through the interim period ended June 20, 2023, there were the following “reportable events” (as such term is defined in Item

304 of Regulation S-K of the rules and regulations of the SEC).

Our management determined that our internal controls over financial reporting

were not effective as of the end of such period due to the existence of material weaknesses related to the following:

Company does not have written documentation of its 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 February 28, 2023.

evaluated the impact of the Company’s failure to have written documentation of our

internal controls and procedures on its assessment of the Company’s disclosure controls

and procedures and has concluded that the control deficiency that resulted represented a

material weakness.

Company does not have sufficient segregation of duties within accounting functions, which

is a basic internal control.

Due to the Company’s size and nature, segregation of all

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

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 its failure to have segregation of duties on the Company’s assessment of our disclosure

controls and procedures and has concluded that the control deficiency that resulted represented

a material weakness.

controls over the control environment were not maintained.

Specifically, a formally adopted

written code of business conduct and ethics that governs the Company’s 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

Further, the Company’s Board of Directors does not currently have any independent

members and no director qualifies as an audit committee financial expert as defined in Item

407(d)(5)(ii) of Regulation S-K.

Since these entity level programs have a pervasive effect

across the organization, management has determined that these circumstances constitute a

material weakness.

Other than as disclosed above, there were no reportable

events for the years ended February 29, 2024 and February 28, 2023.

Our Board of Directors discussed the subject matter of each reportable

event with the former accountant.

We authorized the former accountant to respond fully and without limitation to all requests of the new

accountant concerning all matters related to the audited period by the former accountant, including with respect to the subject matter

of each reportable event.

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-K

Item 8. Financial Statements and Supplementary Data