What changed in this filing

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Item 9A. Controls and Procedures

2023-11-28 compared with 2022-11-14 · 46 added, 61 removed, 319 unchanged (25% of the section changed)

25 unchanged sentences

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

Director, President, Corporate Secretary, Chief Executive Officer

CEO since June 2017

Name Position Held with the Company Date First Elected or Appointed

Frederick Vandenberg Director, President, Corporate Secretary, Chief Executive Officer CEO since June 2017

CFO since July 2007

Hyonmyong Cho (1)

Chairman of the Board, Director

February 2017

Samuel Jay Graber (1)

February 2017

Dave Summers (1)

February 2019

David Mossberg

November 2021

Olya Massalitina

Chief Financial Officer and Treasurer

Hyonmyong Cho (1) Chairman of the Board, Director February 2017

Samuel Jay Graber (1) Director February 2017

Dave Summers (1) Director February 2019

David Mossberg Director November 2021

Olya Massalitina Chief Financial Officer and Treasurer April 2022

(1) Member of our Audit Committee

7 unchanged sentences

Vandenberg obtained a Bachelor of Commerce from McMaster University in 1991 and a Master of Business Administration (Finance) from McMaster University in 1993.

Vandenberg was designated as a Chartered Professional Accountant in Ontario.

Vandenberg was designated as a Chartered Professional Accountant in Ontario and completed the CICA In-depth Tax program.

Hyonmyong Cho - Mr.

52 unchanged sentences

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.

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

CORPORATE GOVERNANCE

51 unchanged sentences

These individuals are our named executive officers for 2023.

Name and Principal Position

Frederick Vandenberg (3) , Director, President,

Chief Executive Officer,

and former Chief Financial Officer

Name and Principal Position Year Salary ($) Bonus ($) Stock

(1) Other Annual

($) (2) Total ($)

Frederick Vandenberg (3) , Director, President, Chief Executive Officer, and former Chief Financial Officer 2023 189,287 - - 8,363 16,173 213,823

2022 200,139 3,475 - 52,986 22,071 278,671

Olya Massalitina (3)(4) 2023 17,320 - - 12,545 - 29,865

19 unchanged sentences

The following table summarizes equity awards granted to our named executive officers that were outstanding as of August 31, 2023:

Name and Principal Position

Number of Securities

Unexercised Options

# Exercisable

Unexercisable

Incentive Plan Awards:

Number of Securities

Unexercised Options

Name and Principal Position Number of

Exercisable # Unexercisable Incentive Plan

Options Weighted

Exercise Price

Frederick Vandenberg,

Chief Executive Officer

Chief Executive Officer 58,333 21,667 - 1.50 31-Oct-2026

1,668 18,332 0.85 23-Jul-2028

Olya Massalitina,

Chief Financial Officer

Samuel Ritchie,

Former Chief Financial Officer

Chief Financial Officer - 30,000 - 0.85 23-Jul-2028

LONG-TERM INCENTIVE PLANS

14 unchanged sentences

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, 2023:

Stock Awards ($)

Option Awards ($)

Compensation ($) (1)

Name Fees Earned

Cash ($) Stock Awards ($) Option Awards ($) All Other

Compensation ($) (1) Total ($)

Hyonmyong Cho - - 4,182 - 4,182

8 unchanged sentences

Common Stock Beneficially

Percentage of Shares

Owned Percentage of Shares

Beneficially Owned (1)

Name of beneficial owner

Name of beneficial owner # of Shares %

Hyonmyong Cho (2) 547,622 5.52%

4 unchanged sentences

Olya Massalitina(7) 3,750 *

Samuel Ritchie(7)

All directors and executive officers as a group (4 persons) 1,540,808 15.51%

Mark Graber (8) 2,085,779 21.02%

*Non-officer director owning less than 1%.

*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:

22 unchanged sentences

Mossberg within 60 days of November 28, 2023.

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

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

(7) Consists of 3,750 shares that are acquirable upon the exercise of stock options held by Mrs.

Massalitina within 60 days of November 28, 2023.

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

5 unchanged sentences

The following table summarizes information about our equity compensation plans as of August 31, 2023.

Plan Category

Number of Shares of

Plan Category Number of Shares of

Common Stock to be

Issued upon Exercise of

Outstanding Options (a)

Weighted-Average

Outstanding Options (a) Weighted-Average

Exercise Price of

Outstanding Options

Number of Options

(b) Number of Options

Remaining Available for

6 unchanged sentences

Equity compensation plans not approved by stockholders 110,000 $ 1.45 420,000

Total 749,000 $ 1.30 781,000

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

10 unchanged sentences

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.

The 2023 and 2022 audits were performed by Smythe LLP, the Company's current auditor, appointed as the Company's new independent registered public accounting firm on September 15, 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.

For the fiscal year ended August 31, 2023 the Company incurred $7,800 in fees billed for tax compliance services provided by Smythe LLP.

For the fiscal year ended August 31, 2022 the Company incurred $16,500 in fees billed for tax compliance services provided by other consultants.

All Other Fees

9 unchanged sentences

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

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

Consolidated Balance Sheets;

17 unchanged sentences

100* XBRL-Related Documents

Interactive Data File

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

101* 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 document

101.SCH* Inline XBRL Taxonomy Extension Schema Document

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

1 unchanged sentence

† Management contract or compensatory plan or arrangement

FORM 10-K SUMMARY.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

9 unchanged sentences

/s/Frederick Vandenberg

Frederick Vandenberg, President

Chief Executive Officer (Principal Executive Officer)

Frederick Vandenberg

Chief Executive Officer, President

(Principal Executive Officer)

November 28, 2023

17 unchanged sentences

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