GEORGE RISK INDUSTRIES, INC. 10-K

Item 9A Controls and Procedures Evaluation of disclosure controls and procedures: Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of April 30, 2023 our president and chief executive officer (also working as our chief financial officer) has concluded that our disclosure controls and procedures are effective such that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and (ii) accumulated and communicated to our management, including our chief executive officer (also working as our chief financial officer), as appropriate to allow timely decisions regarding disclosure. A control system cannot provide absolute assurance, however, that the objectives of the control systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Internal control over financial reporting : The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company. Due to limited resources, Management conducted an evaluation of internal controls based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The results of this evaluation determined that our internal control over financial reporting was ineffective for the years ended of April 30, 2023 and 2022, due to a material weakness. A material weakness in internal control over financial reporting is defined as 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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. Management’s assessment identified the following material weakness in internal control over financial reporting: ● The small size of our Company limits our ability to achieve the desired level of separation of duties for proper internal controls and financial reporting, particularly as it relates to financial reporting to assure material disclosures or implementation of newly issued accounting standards are included. A secondary review over annual and quarterly filings does occur with an outside party. A part-time Controller was hired in March 2023, but the current CEO and CFO roles are being fulfilled by the same individual. We do not have an audit committee. We do not believe we have met the full requirement for separation of duties for financial reporting purposes. Because of the material weakness in internal control over financial reporting described above, the Company’s management has concluded that, as of April 30, 2023 and 2022, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by the COSO. We will continue to follow the standards for the Public Company Accounting Oversight Board (United States) for internal control over financial reporting to include procedures that: ● Pertain to the maintenance of records in reasonable detail that fairly reflect the transactions and dispositions of the Company’s assets; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. This annual report does not include an attestation report of the Corporation’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Corporation’s independent registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act of 2002, as amended, that permit the Corporation to provide only the management’s report in this annual report. Item 9B Other Information None. 11 Part III Item 10 Directors and Executive Officers of the Registrant (a & b) Identification of Directors and Executive Officers All the executive officers of the corporation serve at the pleasure of the board of directors and do not have fixed terms. The following information as of April 30, 2023, is furnished with respect to each director and executive officer: Name Principal Occupation or Employment Age Director or Officer Since Stephanie M. Risk-McElroy Chairman of the Board, Chief Executive Officer, and Chief Financial Officer 51 August 8,1999 Sharon Westby Secretary/Treasurer 71 June 16, 2006 Donna Debowey Director, retired GRI plant manager 85 July 12, 2005 Joel H. Wiens Director, FirsTier Banks 93 September 6, 2007 Bonita P. Risk Director, Stock Transfer Agent at GRI 73 March 15, 2013 Jerry Knutsen Director, retired business owner 80 August 29, 2016 The following director compensation table is furnished with respect to each director that served during the year ended April 30, 2023: Name Director’s Fees Paid Stock Awards Option Awards Non-equity incentive plan compen-sation Non-qualified deferred compensation earnings Total Stephanie Risk-McElroy (1) — — — — — — Sharon Westby (1) — — — — — — Donna Debowey (2) $ 200 — — — — $ 200 Joel H. Wiens (2) — — — — — — Bonita P. Risk (1) — — — — — — Jerry Knutsen $ 200 — — — — $ 200 The inside directors (1), or employees of the Company, do not receive additional compensation for their services. Outside directors (2) are paid $200 per meeting for their services. (c) Identification of Certain Significant Employees None. 12 (d) Family Relationships Stephanie Risk-McElroy and Bonita P. Risk have a daughter - mother relationship. (e) Business Experience of Directors and Executive Officers Stephanie Risk-McElroy , Chairman of the Board, Chief Executive Officer, and Chief Financial Officer, has over twenty-nine years of experience in the accounting field. Mrs. Risk-McElroy graduated from Hastings College with a degree in Accounting. Stephanie worked for Platte Valley Sales from May 1990 until January 1997 as a staff accountant. In 1997, she pursued her career with an accounting manager position at Kershner’s Auto Korner in Hastings, NE. She joined the accounting staff at GRI in 1999 and then was promoted to CFO upon retirement of the prior CFO. Upon the death of her father, Ken R. Risk, in February 2013, she was appointed to the position of Chairman of the Board and Chief Executive Officer. Mrs. Risk-McElroy serves on the Board of Directors of GRI, as a direct link to the financial condition of the Company. She and her staff oversee all the accounting obligations of the Company. She has knowledge and experience in business outside of the Company that makes her an asset to the Board. And as President of the Company, she oversees all of the day-to-day operations as well. Sharon Westby , the Corporate Secretary, worked at GRI right after high school for a couple of years as the personal secretary to the Founder of the Company, George Risk, who was President and CEO. Before she returned to the Company in 1982, Sharon was a Clerk Steno 1 at Jackson County Welfare in Kansas City, MO, worked in medical records at the Kimball County Hospital in Kimball, NE, and also managed motels in Texas and Nebraska. She is the Executive Assistant to the President and CEO and Sales Administrator of the Keyboard and Switch division of GRI. Mrs. Westby continues in her position on the Board of Directors at GRI with over 37 years of experience with the Company. She has seen the Company through many years of ups and downs, has broad knowledge of her product line and is very customer oriented in trying to sell her products to the “non-security use” industry. Donna Debowey , Director, worked in various retail stores and restaurants until she started at GRI in 1968. She started on the production line, but quickly worked her way up the ranks. She has been a Production Line Supervisor, Director of Quality Control and was named Plant Manager and Senior Vice President in 1998. She held that position until her retirement in 2003. Mrs. Debowey made the transition from employee of GRI to a member of the Board of Directors with no hesitation after her retirement. She brings her 50+ years of experience in the industry to the table and has a vested interest in seeing the continued success of the Company that she helped to build. Joel H. Wiens , Director, is an entrepreneur with many business interests. He is a director and principal shareholder of FirsTier Banks Nebraska/Wyoming, director of FirsTier II BanCorporation (which owns FirsTier Bank Nebraska/Wyoming), Chairman of Rite-A-Way Industries (lodging and hospitality industries), real estate investments, and ranching and livestock. Mr. Wiens took his place on the Board of Directors when his predecessor Mike Nelson, (who is affiliated with Mr. Wiens’ financial institutions) retired from the Board to take another position within the banks and moved away. Joel’s knowledge and experience in business and industry span 60+ years and serves as a valuable asset to GRI. Bonita P. Risk, Director, attended Wayne State College, in Wayne, Nebraska. Upon returning back home to Columbus, NE, she worked in factory positions. Upon her marriage to Ken Risk, she became a homemaker, raising 3 children and working at several sales positions. In 1981, she and Ken started Platte Valley Sales in Hastings, Nebraska, and her expertise was in accounting and sales. For 8 years, she ran the Hastings business while Ken devoted his time to both GRI in Kimball and Platte Valley Sales in Hastings. Ken and Bonita moved to Kimball in 1997. In 1998, she began at GRI in sales support. She continues in sales support and became the Company stock transfer agent in 2004 upon the retirement of Eileen Risk and is an assistant to the chief financial officer. Jerry Knutsen , Director, has lived in Kimball, Nebraska most of his life. He left the community for a few years to attend the University of Nebraska at Lincoln. Before his retirement, Jerry owned and operated several businesses over his career, including Knutsen Oil, Inc., Marv’s LP Gas, Inc., and Jerry Knutsen, Inc., and he co-owned Kimball Ford-Lincoln-Mercury. He served 24 years and held several positions on the school board in Kimball, NE. Mr. Knutsen is a past member and president of The Nebraska Propane Gas Association and The Nebraska Petroleum Marketers & Convenience Store Association. Other boards he is presently serving on include the Kimball Schools Foundation Board of Directors and Kimball Health Services Board of Trustees. (f) Involvement in Certain Legal Proceedings None. (g) Promoters and Control Persons None. 13 Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file. Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year ended April 30, 2023, we believe that all filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were complied with. Code of Ethics and Code of Business Conduct The Company does not have a written code of ethics at this time. The Company is a small business and employees know that the President of the Company must approve all material business. The Company also has checks and balances to make sure that there is not any fraud or illegal activities taking place. Corporate Governance Nominating and Compensation Committees We do not have standing nominating or compensation committees, or committees performing similar functions. Our Board of Directors believes that it is not necessary to have a standing compensation committee at this time because our Board of Directors adequately performs the functions of such committee. Our Board of Directors also is of the view that it is appropriate for us not to have a standing nominating committee because our Board of Directors has performed and will perform adequately the functions of a nominating committee. Our Board of Directors has not adopted a charter for the nomination committee. There have not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. Our Board of Directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level. Audit Committee We do not have a standing audit committee at the present time. Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K, nor do we have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended. Other Committees All proceedings of our Board of Directors for the year ended April 30, 2023 were conducted by resolutions consented to in writing by our directors and filed with the minutes of the proceedings of the Board of Directors. Our Company currently does not have any committees. 14 Item 11 Executive Compensation The following table sets forth certain information regarding the compensation paid to or accrued by the Company to executive officers for services rendered in all capacities during each of the Company’s fiscal years ended April 30, 2023 and 2022. Name and principal position Year Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Compen-sation Change in Pension Value and Non-qualified Deferred Compen-sation Earnings All Other Compen-sation Total Bonita Risk, Director, 2023 $ 42,000 $ — — — — — $ 132,000 $ 174,000 Shareholder, Employee 2022 $ 41,000 $ — — — — — $ 148,000 $ 189,000 Stephanie Risk-McElroy, 2023 $ 104,000 $ — — — — — $ 56,000 $ 160,000 CEO/CFO, Director, Shareholder 2022 $ 103,000 $ — — — — — $ 49,000 $ 152,000 Scott McMurray, Director of Sales 2023 $ 55,000 $ — — — — — $ 83,000 $ 138,000 2022 $ 53,000 $ — — — — — $ 86,000 $ 139,000 Bonita Risk, Stephanie Risk-McElroy, and Scott McMurray receive a base salary and bonus/commission based on a percentage of sales for the year. There were no other officers compensated in excess of $100,000 for the fiscal years ended April 30, 2023 and 2022. 15 Item 12 Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding our Common Stock beneficially owned as of April 30, 2023 for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding Common Stock, (ii) each executive officer and director, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a beneficial owner of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. Shares of Common Stock subject to options, warrants or convertible securities exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person. Percentages are determined based on 4,930,543 shares of Common Stock of the Company issued and outstanding and less treasury shares as of April 30, 2023. To the best of our knowledge, subject to community and marital property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted. Name and Address of Beneficial Owner (1) Number of Shares of Common Stock (2) % of Class of Stock Outstanding (3) Executive Officers and Directors: Bonita Risk – Director 2,947,128 59.77 % The above director has beneficial ownership over the Kenneth Risk Trust that owns 2,187,056 shares, Bonita Risk Family Irrevocable Trust that owns 732,470 shares, and 27,602 shares owned personally. As a result, combined, they have voting and shared dispositive control. Stephanie M. Risk-McElroy Chairman, CEO, & CFO 1,775 Less than 1 % Donna Debowey – Director 500 Less than 1 % Daniel Douglas – Vice President, Materials 250 Less than 1 % All Officers and Directors as a group 2,949,653 59.82 % (1) Unless otherwise indicated, the address of the named beneficial owner is George Risk Industries, Inc., 802 S. Elm St., Kimball, NE 69145. (2) Security ownership information for named beneficial owners (other than executive officers and directors of the Company) is taken from statements filed with the Securities and Exchange Commission pursuant to information made known by the Company and from the Company’s transfer agent. (3) Based on the net shares outstanding as of April 30, 2023. This consists of Common Shares issued and outstanding (8,502,881) less treasury shares (3,572,338). Changes in Control We are not aware of any arrangements, including any pledge by any person of our securities, the operation of which may result in a change in control of the Company. Item 13 Certain Relationships and Related Party Transactions During each of three years ended April 30, 2023, 2022, and 2021, the Company executed transactions with related entities and individuals. Each of the transactions was in terms at least as favorable as could be obtained from unrelated third parties. Related Party 2023 2022 2021 Bank Balances Joel Wiens, Director $ 4,636,584 $ 5,058,307 $ 6,885,460 Interest Income Joel Wiens, Director $ 102,713 $ 58,751 $ 54,761 16 Item 14 Principal Accountant Fees and Services 1) Audit Fees For each of the last two fiscal years the Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for the audit of our annual financial statements and review of our financial statements for Form 10-Q. The amounts are listed below: FYE 2023 $ 78,000 Haynie & Company $ 1,763 Carey Schroeder, CPA FYE 2022 $ 61,060 Haynie & Company 2) Audit-Related Fees The Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for the audit of the Company’s employee benefit plan. The amounts are listed below: FYE 2023 $ 10,500 Haynie & Company FYE 2022 $ 8,000 Haynie & Company 3) Tax Fees The Company incurred aggregate fees or expenses for professional services rendered by tax accountants for tax compliance, tax advice, and tax planning for the last two fiscal years. FYE 2023 $ 6,000 Tax Resources Group, Inc. $ 4,900 Tax Resources Group, Inc. FYE 2022 $ 4,875 Tax Resources Group, Inc . 4) All Other Fees The Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for restatement of some of the Company’s 10-Qs and 10-K. The amounts are listed below: FYE 2023 None FYE 2022 None 5) The Board of Directors considered whether, and determined that, the auditor’s provisions of non-audit services were compatible with maintaining the auditor’s independence. All the services described above were approved by the Board of Directors pursuant to its policies and procedures. 17 Part IV Item 15 Exhibits and Reports on Form 8–K 3.(1).a Articles of Incorporation—Filed as Exhibit 5 to the Registrant’s Form 10–K for the fiscal year ended April 10, 1970, and incorporated by reference herein 3.(i).b Certificate of Amendment to the Articles of Incorporation of the Registrant—Filed as Exhibit 1.2 to the Registrant’s Form 10–K for the fiscal year ended April 30, 1971, and incorporated by reference herein 3.(ii).c By-laws—Filed as Exhibit 1.3 to the Registrant’s Form 10–K for the fiscal year ended April 10, 1971, and incorporated by reference herein 10.1 Vendor agreement dated as of February 16, 2011 between Honeywell International, Inc., acting through the ADI business of its Security Group (“ADI”) and George Risk Industries, Inc. – Filed as Exhibit 10.1 to the Registrant’s Form 10-K for the fiscal year ended April 30, 2012, and incorporated by reference herein. * 31.1 Certification pursuant to Rule 13a-14(a) of the Chief Executive Officer (Principal Financial and Accounting Officer) 32.1 Certification pursuant to 18 U.S.C. 1350 of the Chief Executive Officer (Principal Financial and Accounting Officer) * Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. 18 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. /s/ STEPHANIE M. RISK-MCELROY July 31, 2023 STEPHANIE M. RISK-MCELROY Date President and Chairman of the Board Pursuant to the requirements of the securities exchange act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ STEPHANIE M. RISK-MCELROY July 31, 2023 STEPHANIE M. RISK-MCELROY Date President and Chairman of the Board /s/ DONNA DEBOWEY July 31, 2023 DONNA DEBOWEY Date Director /s/ JOEL H. WIENS July 31, 2023 JOEL H. WIENS Date Director /s/ BONITA P. RISK July 31, 2023 BONITA P. RISK Date Director /s/ JERRY KNUTSEN July 31, 2023 JERRY KNUTSEN Date Director 19