Item 8. Financial Statements and Supplementary Data
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this Item 8 are
included in this Annual Report following Item 15 hereof. As a smaller reporting company, we are not required to provide supplementary
financial information.
ITEM 9.
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:
• The
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. Management
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.
• The
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. 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 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.
• Effective
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
practices. 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.
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