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Item 9A. Controls and Procedures

2024-07-31 compared with 2023-07-31 · 113 added, 99 removed, 200 unchanged (51% of the section changed)

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of April 30, 2024 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

controls and procedures are not 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

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Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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.

assessment identified the following material weakness in internal control over financial reporting:

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.

the year ended April 30, 2023, Management’s evaluation determined that our internal control over financial reporting was ineffective

due to the material weakness discussed below.

assessment identified the following material weakness in internal control over financial reporting for the year ended April 30, 2023:

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 of annual and quarterly filings does occur with an outside

Due to the departure of the Controller, the current CEO and CFO roles are being fulfilled by the same individual.

do not have an audit committee.

We do not believe we have met the full requirement for separation of duties for financial

reporting purposes.

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.

following steps were taken to mitigate the above material weakness during the year ended April 30, 2024:

Company hired a part-time controller in March 2023;and in March 2024 this controller became a full-time position with the Company.

hire has enabled more separation of duties within the accounting department and provided an opportunity for a second internal review

of financial information.

continue to have our quarterly and annual financial statements reviewed by a third-party CPA.

This third party ensures we have fulfilled

our material disclosures and that newly issued accounting standards have been reviewed and addressed if necessary.

have begun increasing our knowledge and training around internal controls over financial reporting and will continue to do so.

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.

believes that the steps the Company has taken to mitigate the 2023 material weakness have improved our internal controls;

to our size the CEO and the CFO roles continue to be filled by the same individual, so we have not achieved complete segregation of duties,

and we still do not have an audit committee.

As such, Management is optimistic in our ability to downgrade the material weakness to a significate

deficiency in a future period.

of the material weakness and significant deficiency in internal control over financial reporting described above, the Company’s

management has concluded that, as of April 30, 2024 and 2023, the Company’s internal control over financial reporting was not effective

based on the criteria in Internal Control - Integrated Framework issued by the COSO.

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:

to the maintenance of records in reasonable detail that fairly reflect the transactions and

dispositions of the Company’s assets;

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;

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.

to the maintenance of records in reasonable detail that fairly reflect the transactions and dispositions of the Company’s assets;

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;

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.

annual report does not include an attestation report of the Corporation’s registered public accounting firm regarding internal

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only the management’s report in this annual report.

and Executive Officers of the Registrant

and Executive Officers and Corporate Governance

& b) Identification of Directors and Executive Officers

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Occupation or Employment

of the Board, Chief Executive

and Chief Financial Officer

or Officer Since

of the Board, Chief Executive Officer, and Chief Financial Officer

Secretary/Treasurer

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following director compensation table is furnished with respect to each director that served during the year ended April 30, 2024:

incentive plan compen-sation

Non-qualified

deferred compensation earnings

Director’s Fees Paid

Option Awards

Non-equity incentive plan compen-sation

Non-qualified deferred compensation earnings

Stephanie Risk-McElroy (1)

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Family Relationships

Risk-McElroy and Bonita P.

Risk have a daughter - mother relationship.

Risk-McElroy and Bonita Risk have a daughter - mother relationship.

Stephanie Risk-McElroy and Ryan McElory are married.

and Ryan McElroy are mother-in-law/son-in-law, respectively.

Business Experience of Directors and Executive Officers

Risk-McElroy , Chairman of the Board, Chief Executive Officer, and Chief Financial Officer, has over twenty-nine years of experience

in the accounting field.

Risk-McElroy , Chairman of the Board, Chief Executive Officer, and Chief Financial Officer, has over thirty years of experience in

the accounting field.

Risk-McElroy graduated from Hastings College with a degree in Accounting.

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And as President of the Company, she oversees all of the day-to-day operations as well.

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

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.

McElroy , the Corporate Secretary, started his career by working on the family farm and ranch.

In 1993 he attended college in McCook,

NE for Criminal Justice and worked at the local Radio Shack, moving up to being responsible for opening/closing duties.

After college

he moved back to the Sidney, NE area and started working at Wheelers/Country General as a tire tech and soon was moved up to opening/closing

He then became employed as a Jailer with the Cheyenne County Sheriff’s Office and became a Deputy a few years later.

back to college in Sidney and studied Information Technology (IT) while working for the Cheyenne County Community Center.

to a local parts store as a counter man then moved up to opening/closing and order entry.

He was transferred to Chappel, NE store where

he became Manager until a position opened at GRI as the Purchasing Manager and worked his way up to Vice President of Operations.

Debowey , Director, worked in various retail stores and restaurants until she started at GRI in 1968.

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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.

functions of such committees.

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

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services rendered in all capacities during each of the Company’s fiscal years ended April 30, 2024 and 2023.

and principal position

Incentive Plan Compen-sation

in Pension Value and Non-qualified Deferred Compen-sation Earnings

Other Compen-sation

Risk, Director,

Name and principal position

Option Awards

Non-Equity Incentive Plan Compen-sation

Change in Pension Value and Non-qualified Deferred Compen-sation Earnings

All Other Compen-sation

Bonita Risk, Director,

Shareholder, Employee

Stephanie Risk-McElroy,

CEO/CFO, Director,

Scott McMurray, Director

CEO/CFO, Director, Shareholder

Scott McMurray,

Director of Sales

Risk, Stephanie Risk-McElroy, and Scott McMurray receive a base salary and bonus/commission based on a percentage of sales for the year.

were no other officers compensated in excess of $100,000 for the fiscal years ended April 30, 2024 and 2023.

Ownership of Certain Beneficial Owners and Management

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth certain information regarding our Common Stock beneficially owned as of April 30, 2024, for (i) each stockholder

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otherwise noted.

and Address of Beneficial Owner (1)

of Shares of Common Stock (2)

of Class of Stock Outstanding (3)

Executive Officers and

Risk – Director

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

Chairman, CEO, & CFO

Less than 1 %

Donna Debowey –

Less than 1 %

Daniel Douglas –

Vice President, Materials

Less than 1 %

Officers and Directors as a group

otherwise indicated, the address of the named beneficial owner is George Risk Industries,

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

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.

result, combined, they have voting and shared dispositive control.

Risk-McElroy Chairman, CEO, & CFO

Donna Debowey – Director

All Officers and Directors as a group

otherwise indicated, the address of the named beneficial owner is George Risk Industries, Inc., 802 S.

Elm St., Kimball, NE 69145.

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.

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.

on the net shares outstanding as of April 30, 2024.

This consists of Common Shares issued

and outstanding (8,502,881) less treasury shares (3,572,338).

This consists of Common Shares issued and outstanding (8,502,881)

less treasury shares (3,606,151).

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.

Relationships and Related Party Transactions

Relationships and Related Transactions, and Director Independence

each of three years ended April 30, 2024, 2023, and 2022, the Company executed transactions with related entities and individuals.

of the transactions was in terms at least as favorable as could be obtained from unrelated third parties.

Related Party

Bank Balances

Wiens, Director

Joel Wiens, Director

Interest Income

Joel Wiens, Director

Accountant Fees and Services

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Haynie & Company

Carey Schroeder, CPA

2) Audit-Related

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tax planning for the last two fiscal years.

Tax Resources Group, Inc.

Haynie & Company

Tax Resources Group, Inc.

Haynie & Company

Tax Resources Group, Inc.

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policies and procedures.

and Reports on Form 8–K

and Financial Statement Schedules

of Incorporation—Filed as Exhibit 5 to the Registrant’s Form 10–K for the fiscal year ended April 10, 1970, and

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as Exhibit 1.3 to the Registrant’s Form 10–K for the fiscal year ended April 10, 1971, and incorporated by reference

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.

Certification

pursuant to Rule 13a-14(a) of the Chief Executive Officer (Principal Financial and Accounting Officer)

Certification

pursuant to 18 U.S.C.

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.

Certification pursuant to Rule 13a-14(a) of the Chief Executive Officer (Principal Financial and Accounting Officer)

Certification pursuant to 18 U.S.C.

1350 of the Chief Executive Officer (Principal Financial and Accounting Officer)

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Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange

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/s/ STEPHANIE

and Chairman of the Board

President and Chairman of the Board

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.

and Chairman of the Board

DONNA DEBOWEY

JERRY KNUTSEN

/s/ STEPHANIE

President and Chairman of the Board

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 9A. Controls and Procedures