What changed in this filing

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Item 9A. Controls and Procedures

2022-11-14 compared with 2021-11-23 · 151 added, 155 removed, 229 unchanged (57% of the section changed)

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Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective, as of August 31, 2022.

Internal Control Over Financial Reporting

Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act, is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles ("GAAP").

Internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act, is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

Internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are transacted in accordance with authorizations of management and directors of the Company, and (iii) 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.

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OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the names, positions and ages of our executive officers and directors.

All our directors serve until the next annual meeting of shareholders or until their successors are elected and qualify.

The Board of Directors elects officers and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board of Directors.

Position Held with the

Date First Elected

All directors hold office for a term of approximately one year, or until the next annual meeting of shareholders, until the election and qualification of their successors.

Officers are appointed by our board of directors and serve at the discretion of the board, subject to applicable employment agreements.

The following table sets forth information regarding our executive officers and the members of our board of directors.

Position Held with the Company

Date First Elected or Appointed

Frederick Vandenberg

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November 2021

Samuel Ritchie

Olya Massalitina

Chief Financial Officer and Treasurer

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Vandenberg was designated as a Chartered Professional Accountant in Ontario.

Hyonmyong Cho.

Hyonmyong Cho - Mr.

Cho has been a director of the Company since February 2017.

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in English Literature.

Samuel Jay Graber.

Samuel Jay Graber - Mr.

Graber has been a director of the Company since February 2017.

Graber retired as VP of Business Development from Apex Software, LLC, but remained a business partner in the company.

Apex Software LLC.

was a privately-owned developer of building drawing and area calculation software for jurisdictional mass appraisal at the municipal, county, province and statewide level as well as for the real estate mortgage appraisal industry.

Apex Software LLC was a privately-owned developer of building drawing and area calculation software for jurisdictional mass appraisal at the municipal, county, province and statewide level as well as for the real estate mortgage appraisal industry.

In 2020, the assets of Apex Software, LLC were sold to a long-term business partner with an approximate 1-year wind down of Mr.

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Graber earned a BS degree in both Business Management and in Psychology from Eastern Mennonite College (now EMU).

David Summers Ph.D.

MBA , Since 2016, Dr.

Summers is currently a business development and technology commercialization consultant.

David Summers Ph.D., BSc., MBA - Since 2016, Dr.

Summers has been a business development and technology commercialization consultant.

From 2008 through 2016, Dr.

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Summers holds a Bachelor of Science degree (honours chemistry) from Queen's University, a Ph.D.

in Chemistry from the University of British Columbia, and a dual Masters of Business Administration degree from Queen's University and Cornell University's Johnson School.

David Mossberg.

in Chemistry from the University of British Columbia, and a dual Master of Business Administration degree from Queen's University and Cornell University's Johnson School.

David Mossberg - Mr.

Mossberg was appointed a director in November 2021.

Mr Mossberg is a seasoned capital markets executive with more than 25 years of experience analyzing companies and advising public company executives in multiple industries.

Mr Mossberg currently is the CEO of Three Part Advisors, LLC, a strategic investor relations advisory firm.

Mossberg is a seasoned capital markets executive with more than 25 years of experience analyzing companies and advising public company executives in multiple industries.

Mossberg currently is the CEO of Three Part Advisors, LLC, a strategic investor relations advisory firm.

Prior to founding Three Part Advisors, Mr.

Mossberg was a sell-side analyst at Southwest Securities and was Director of Research at Hodges Capital Management.

Mr Mossberg holds a MBA from Southern Methodist University and BBA in Finance and BBA in International Business from University of Texas - Arlington.

Mr Mossberg also served in the United States Army Reserves as an interrogator/Russian linguist.

Samuel Ritchie, CPA, CA .

Ritchie has been our Chief Financial Officer since May 2020.

Ritchie is a Chartered Professional Accountant (CPA, CA) with over 15 years of accounting, audit, and financial reporting experience in a variety of industries, both in the United States and Canada.

Ritchie was the financial controller at a private company, overseeing the accounting and human resources functions from 2018 to 2020.

From 2008 until 2018, Mr.

Ritchie was employed at BDO Canada LLP (Vancouver, BC) where he was a Senior Manager, Audit Assurance.

Ritchie specialized in managing assurance engagements for public companies in the United States and Canada.

Prior to that, Mr.

Ritchie worked for another public accounting firm from 2003 to 2008.

In these roles, Mr.

Ritchie acquired considerable experience in finance, governance, and regulatory compliance.

He holds a B.Comm.

(Hons) Otago University, New Zealand.

Mossberg holds a MBA from Southern Methodist University and BBA in Finance and BBA in International Business from University of Texas - Arlington.

Mossberg also served in the United States Army Reserves as an interrogator/Russian linguist.

Olya Massalitina BSc., CPA - Mrs.

Massalitina was appointed our Chief Financial Officer in April of 2022, replacing the Company's former CFO - Samuel Ritchie.

Massalitina is a Chartered Professional Accountant with over 10 years of experience working with a variety of publicly traded multinational companies in different industries.

During that time, she has provided foundational financial services to clients including auditing, financial reporting, budgeting and forecasting, controls and processes, and more.

Through her experience dealing with large international companies Mrs.

Massalitina acquired considerable experience in finance, governance, and regulatory compliance.

Massalitina holds a Bachelor of Science, Mathematics degree from well-recognized Ukrainian University and a Diploma in Accounting from British Columbia Institute of Technology.

CORPORATE GOVERNANCE

The Company promotes accountability for adherence to honest and ethical conduct;

endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company;

and strives to be compliant with applicable governmental laws, rules and regulations.

ELECTION OF DIRECTORS AND OFFICERS

Our Board has the responsibility for selecting the appropriate leadership structure for the Company.

In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company's stockholders.

Currently, Mr.

Hyonmyong Cho serves as Chairman of the Board.

The Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.

The Board of Directors is led by the Chairman.

The Company has five directors, and its Chief Executive Officer and Chief Financial Officer report to the Board of Directors.

Our structure provides the Company with multiple leaders who represent the Company to our stockholders, regulators, business partners and other stakeholders, among other reasons set forth below.

This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company's Chief Executive Officer works directly with those individuals preparing the necessary Board materials and is more connected to the overall daily operations of the Company.

Agendas are also prepared with the permitted input of the full Board of Directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate.

The Board believes that the Company has benefited from this structure and is in the best interest of the stockholders.

The Company believes this structure allows for efficient and effective oversight, given the Company's relatively small size, its corporate strategy and focus.

Our directors are elected by our shareholders at our annual general meetings.

Each director holds office until our next annual general meeting or until the director resigns or is removed in accordance with our bylaws.

We do not have a classified Board of Directors.

Our officers serve at the discretion of our Board of Directors.

THE BOARD'S AND ITS COMMITTEES' ROLE AND RISK OVERSIGHT

Effective risk oversight is an important priority of the Board.

Because risks are considered in virtually every business decision, the Board discusses risk throughout the year generally or in connection with specific proposed actions.

The Board's approach to risk oversight includes understanding the critical risks in the Company's business and strategy, evaluating the Company's risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

The Board exercises direct oversight of strategic risks to the Company.

The Audit Committee reviews and assesses the Company's processes to manage business and financial risk and financial reporting risk.

It also reviews the Company's policies for risk assessment and assesses steps management has taken to control significant risks.

The management periodically reports to our Board or relevant committee, which provides the relevant oversight on risk assessment and mitigation.

AUDIT COMMITTEE

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Our Board adopted a charter for the Audit Committee in November 2013, a copy of which is available on our corporate website www.dsny.com.

FAMILY RELATIONSHIPS

There are no family relationships among our officers and directors.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such forms received by us, or written representations that no filings were required, we believe that during the fiscal year ended August 31, 2021 all such filing requirements were complied with.

Section 16(a) of the Exchange Act requires the Company's directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC.

Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Based solely on our review of certain reports filed with the SEC pursuant to Section 16(a) of the Exchange Act, or Section 16(a), we believe that during the fiscal year ended August 31, 2022 all such filing requirements were complied with.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

Destiny Media Technologies, Inc.

has directors' and officers' liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers.

CODE OF ETHICS

The Company's code of ethics is available on our website at http://www.dsny.com/code-of-ethics

The Company's code of ethics is available on our website at https://investors.dsny.com/investors/documents/.

We have adopted a code of ethics that applies to our principal executive officer, principle financial and accounting officer, or persons performing similar functions.

FAMILY RELATIONSHIPS

There are no family relationships among our officers and directors.

EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

(a) our principal executive officer;

(b) each of our two most highly compensated executive officers other than the principle executive officer who were serving as executive officers at the end of the year ended August 31, 2021;

(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the year ended August 31, 2021,

who we will collectively refer to as our "named executive officers", of our company for the years ended August 31, 2021 and 2020, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officer and the Chief Financial Officer, whose total compensation does not exceed $100,000 for the respective fiscal year:

Name and Principal

Frederick Vandenberg (3)

Director, President, Chief

Executive Officer, and former Chief Financial Officer

Samuel Ritchie (3)(4)

Chief Financial Officer

Sandra Boenisch (3 )( 5 )

The following table presents information regarding the total compensation awarded to, earned by, or paid to each person serving as Chief Executive Officer during the year ended August 31, 2022 and other individuals as required by Item 402(m)(2) of Regulation S-K, during the noted periods.

These individuals are our named executive officers for 2022.

Name and Principal Position

Frederick Vandenberg (3) , Director, President,

Chief Executive Officer,

and former Chief Financial Officer

Olya Massalitina (3)(4)

Chief Financial Officer

Samuel Ritchie (3)(5)

Former Chief Financial Officer

(1) Option awards shown here represent the aggregate grant date fair value of all options granted.

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Where compensation was provided in Canadian dollars, compensation is based on an exchange rate of 0.7862 US dollars for each 1.00 Canadian dollar during the 2022 fiscal year and 0.7878 US dollars for each 1.00 Canadian dollar during the 2021 fiscal year.

(4) Appointed May 2020

(5) Resigned effective November 30, 2019

(4) Appointed April 2022.

(5) Resigned effective March 2022.

EMPLOYMENT AGREEMENT WITH OUR NAMED EXECUTIVE OFFICERS

We are not party to any written employment agreement or change in control arrangements with Mr.

Vandenberg and Mr.

Vandenberg and Mrs.

We do not have any agreements with Mr.

Vandenberg and Mr.

Ritchie regarding the payments of bonus or other performance incentives.

Vandenberg and Mr.

Ritchie are eligible to receive stock options as and when approved by our Board of Directors.

Vandenberg and Mrs.

Massalitina regarding the payments of bonus or other performance incentives.

Vandenberg and Mrs.

Massalitina are eligible to receive stock options as and when approved by our Board of Directors.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table summarizes equity awards granted to our named executive officers that were outstanding as of August 31, 2022:

Option Awards

Name and Principal Position

Number of Securities

Unexercised Options

# Exercisable

Unexercisable

Incentive Plan Awards:

Number of Securities

Unexercised Options

Frederick Vandenberg,

Chief Executive Officer

Olya Massalitina,

Chief Financial Officer

Samuel Ritchie,

Former Chief Financial Officer

LONG-TERM INCENTIVE PLANS

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All purchases are made through the Exchange by a third-party plan agent and no purchases are made on the OTC or German exchanges.

The third-party plan agent is also be responsible for the administration of the Plan on behalf of the Company and the participants.

Additionally, the Company has the 2015 Stock Option Plan, under which up to 530,000 shares of the common stock, have been reserved for issuance.

As at August 31, 2021, an aggregate of 120,000 common shares remained eligible for issuance under the plan.

The third-party plan agent is also responsible for the administration of the Plan on behalf of the Company and the participants.

Additionally, the Company has the 2015 Stock Option Plan and 2022 Stock Option Plan, under which up to an aggregate of 1,530,000 shares of the common stock have been reserved for issuance.

As at August 31, 2022, an aggregate of 937,000 common shares remained eligible for issuance under the plans.

The options generally vest over a range of periods from the date of grant, some are immediate, and others are 12 or 24 months.

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The following table summarizes compensation paid to all of our directors who were not our named executive officers during the fiscal year ended August 31, 2022:

Fees Earned or

Stock Awards ($)

Option Awards ($)

Compensation ($) (1)

Hyonmyong Cho

Samuel Jay Graber

David Mossberg

David Summers

(1) Other compensation includes participation in the employee share purchase plan described below under long term incentive plans.

David Mossberg

(1) Other compensation includes participation in the employee share purchase plan described above under long term incentive plans.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

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Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Title of class

Name and address

of beneficial owner

Number of Shares of Common Stock

Percentage of Common Stock (1)

DIRECTORS AND OFFICERS:

Common Stock Beneficially

Percentage of Shares

Beneficially Owned (1)

Name of beneficial owner

Hyonmyong Cho (2)

Director, Chairman of the Board c/o 1110-885 W Georgia St.

Vancouver, BC, V6C 3E8

549,288 ( 2 )

Samuel Jay Graber (3)

c/o 1110-885 W Georgia St.

Vancouver, BC, V6C 3E8

213,233 ( 3 )

Frederick Vandenberg (4)

President, Chief Executive Officer, and Corporate Secretary

c/o 1110-885 W Georgia St.

Vancouver, BC, V6C 3E8

492,135 ( 4 )

David Summers(5)

c/o 1110-885 W Georgia St.

Vancouver, BC, V6C 3E8

David Mossberg (6)

c/o 1110-885 W Georgia St.

Vancouver, BC, V6C 3E8

Olya Massalitina

Samuel Ritchie(7)

Chief Financial Officer

c/o 1110-885 W Georgia St.

Vancouver, BC, V6C 3E8

All Officers and Directors as a Group (4 persons)

56 Oakwell Farms Parkway

San Antonio, TX 78218

1,869,735 (7)

⃰ Less than one percent (1%)

All directors and executive officers as a group (7 persons)

Mark Graber (8)

*Non-officer director owning less than 1%.

(1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

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In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of such shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on November 17, 2021.

As of November 14, 2022, there were 10,122,261 shares of our common stock issued and outstanding.

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(3) Consists of 185,302 shares held by Mr.

Graber, 2,980 shares held by Mr.

Graber's spouse, and 45,000 shares that may be acquired upon the exercise of stock options held by Mr.

Graber, and 22,500 shares that may be acquired upon the exercise of stock options held by Mr.

Graber within 60 days of November 14, 2022.

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(6) Consists of 20,297 shares held by Mr.

Ritchie and 30,000 shares that are acquirable upon the exercise of stock options held by Mr.

Ritchie within 60 days of November 17, 2021.

Mossberg and 22,500 shares that are acquirable upon the exercise of stock options held by Mr.

Mossberg within 60 days of November 14, 2022.

(7) Consists of 7,259 shares held by Mr.

Ritchie, former Chief Financial Officer, resigned effective March 2022.

(8) Consists of (i) 1,933,809 shares of the Company's common stock directly held by Mark Graber;

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Graber's spouse.

EQUITY COMPENSATION PLAN INFORMATION

We have an equity compensation plans, namely the 2015 Stock Option Plan (the "Plan"), under which up to 530,000 shares of our common stock, have been authorized for issuance to our officers, directors, employees and consultants.

The Plan has not been approved by the Company's stockholders.

The following summary information is presented for our Plan of August 31, 2021.

Number of Securities to be

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes information about our equity compensation plans as of August 31, 2022.

Plan Category

Number of Shares of

Common Stock to be

Issued upon Exercise of

Outstanding Options (a)

Weighted-Average

Exercise Price of

Outstanding Options

Warrants and Rights

Weighted-Average Exercise

Price of Outstanding

Options, Warrants and

Number of Securities

Number of Options

Remaining Available for

Future Issuance Under

Equity Compensation Plans

(Excluding Securities

Reflected in column (a))

Plan Category

Equity Compensation Plans Approved By Security Holders

Not Applicable

Equity Compensation Plans Not Approved By Security Holders

410,000 Shares

of Common Stock

$1.34 per Share

120,000 Shares of

410,000 Shares

of Common Stock

120,000 Shares of

Equity Compensation

Plans (excluding

securities reflected in

column (a)) (c)

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Except as described under "Item 11.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" and under "Item 11.

Executive Compensation", and under note 8 of the financial statements, none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party during the past two years, or in any proposed transaction to which the Company proposes to be a party:

(A) any director or officer;

(B) any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock;

Executive Compensation" and under "Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party during the past two years, or in any proposed transaction to which the Company proposes to be a party:

any director or officer;

any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock;

any immediate family member of any of the foregoing persons.

SHARE ISSUANCES

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PRINCIPAL ACCOUNTING FEES AND SERVICES.

Our current sole principal independent registered public accountant, Davidson & Company LLP, provided audit and other services during the year ended August 31, 2021 and the year ended August 31, 2020 as follows:

Davidson & Company LLP

Audit Related Fees

All Other Fees

Our former sole principal independent registered public accountant, BDO Canada LLP, provided audit and other services during the year ended August 31, 2021 and the year ended August 31, 2020 as follows:

BDO Canada LLP

The aggregate audit and review fees incurred for the fiscal years ended August 31, 2022 and 2021 were $52,800 and $55,400, respectively.

Such fees included work completed for our annual audit and for the review of our consolidated financial statements included in our Forms 10-K and 10-Q.

The 2021 audit was performed by Davidson & Company LLP, the Company's former auditor.

The 2022 audit was performed by Smythe LLP, the Company's current auditor, appointed as the Company's new independent registered public accounting firm on August 31, 2022.

Audit Related Fees

For the fiscal years ended August 31, 2022 and 2021, the Company incurred $10,200 and $9,000, respectively, in fees billed for tax compliance, tax advice, and tax planning services provided by our consultants.

All Other Fees

This category includes the fees for the audit of our annual consolidated financial statements and the quarterly reviews of interim financial statements.

This category also includes advice on audit and accounting matters that arose during or as a result of the audit or the review of interim financial statements and services in connection with SEC filings.

This category includes the fees for professional services rendered for tax compliance, tax advice and tax planning.

The audit committee requires advance approval of all audit, audit-related, tax, and non-audit and other services performed by the independent auditor.

Unless the specific service has been previously pre-approved with respect to that year, the audit committee must approve the permitted service before the independent auditor is engaged to perform it.

The audit committee has delegated to the chair of the audit committee authority to approve permitted services provided that the chair reports any decisions to the committee at its next scheduled meeting.

Of the total aggregate fees paid by us to our accountants during the fiscal years ended August 31, 2021 and 2020, 100% and 100% of the aggregate fees, respectively, were approved by the audit committee pursuant to the de minimis exception provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulations S-X.

The audit committee has considered the nature and amount of the fees billed by Davidson & Company LLP and BDO Canada LLP, and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining Davidson & Company LLP and BDO Canada LLP's independence.

Pre-Approval Policies and Procedures

All auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by our independent auditor must be approved by the Audit Committee in advance, except non-audit services (other than review and attestation services) if such services fall within exceptions established by the SEC.

The Audit Committee will pre-approve any permissible non-audit services to be provided by the Company's independent auditors on behalf of the Company that do not fall within any exception to the pre-approval requirements established by the SEC.

The Audit Committee may delegate to one or more members the authority to pre-approve permissible non-audit services, but any such delegate or delegates must present their pre-approval decisions to the Audit Committee at its next meeting.

All of our accountants' services described above were pre-approved by the Audit Committee or by one or more members under the delegate authority described above.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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(a)(1) Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Report of Independent Registered Public Accounting Firm (Davidson & Company LLP)

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Interactive Data File

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL documentXBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

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November 14, 2022

/s/Samuel Ritchie ______________________

Samuel Ritchie, CPA, CA

/s/Olya Massalitina

Olya Massalitina, CPA

Chief Financial Officer, Treasurer

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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