Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES.
Evaluation
of disclosure controls and procedures and changes in internal controls over financial reporting.
Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), defines the term “disclosure
controls and procedures” as those controls and procedures designed to ensure that information required to be disclosed by a company
in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the SEC rules and forms and that such information is accumulated and communicated to the company’s management, including
its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.
Based
upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our management, with the participation
of our President and Chief Executive Officer, and our Chief Financial Officer and Treasurer, as of the end of the period covered by this
quarterly report, management identified a material weakness in disclosure controls and procedures related to a lack of personnel with
sufficient expertise in generally accepted accounting principles (“GAAP”). Specifically, the Company did not have individuals
with extensive GAAP experience to adequately assess and apply GAAP requirements in the preparation and review of financial disclosures.
As a result of this material weakness, management has concluded that, as of August 31, 2024 the Company’s disclosure controls and
procedures were not effective.
During
the six months ended August 31, 2024, management took steps to remediate the material weakness discussed above by hiring additional personnel
with GAAP expertise, in particular the Company’s Controller, and engaging external consultants with subject matter expertise as
necessary. Management also began implementing several enhancements to its control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act), including, but not limited to, establishing a monthly financial closing process, implementing account reconciliations,
ensuring proper segregation of duties, and implementing new financial control software. These remediation efforts were completed by August
31, 2024.
As
a result of these enhancements, management believes that the consolidated financial statements included in this Quarterly Report
fairly present, in all material respects, the financial condition, results of operations, and cash flows of the Company as of and
for the periods presented.
32
PART
II
OTHER
INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
Not
applicable.
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