What changed in this filing

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Item 4. Controls and Procedures

2025-01-14 compared with 2024-10-15 · 37 added, 23 removed, 3 unchanged (95% of the section changed)

1 unchanged sentence

of disclosure controls and procedures and changes in internal controls over financial reporting.

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.

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.

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

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

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.

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and

current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms;

and that such information is accumulated and communicated to our management, including our principal executive officer

and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

of Disclosure Controls and Procedures

Chief Executive Officer and our Chief Financial Officer, after evaluating our “disclosure controls and procedures” (as defined

in Exchange Act Rules 13a 15(e) and 15d 15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation

Date”), have concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information

we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in SEC rules and forms, and to ensure that information required to be disclosed by us in such reports

is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, where appropriate,

to allow timely decisions regarding required disclosure.

in Internal Controls Over Financial Reporting

the first six months of the year, management implemented 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 enhancements were

completed by August 31, 2024.

were no other changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules

13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected,

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

Limitations on Effectiveness of Controls

management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures

or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-designed

and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

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.

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

that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be

no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation

of the effectiveness of controls to future periods are subject to risks.

Over time, controls may become inadequate because of changes

in conditions or deterioration in the degree of compliance with policies or procedures.

LEGAL PROCEEDINGS.

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