What changed in this filing

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Item 4. Controls and Procedures

2023-07-31 compared with 2022-11-22 · 33 added, 11 removed, 8 unchanged (85% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

of the Effectiveness of Internal Control over Financial Reporting

required by Rules 13a-15 and 15d-15 under the Exchange Act, under the supervision and with the participation of our management, including

our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal quarter ended October 31,

2022, Based on this evaluation, our Chief Executive Officer and Chief financial Officer have concluded that during the period covered

by this Quarterly Report, our disclosure controls and procedures were effective.

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports 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 or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal quarter ended March 31, 2023,

Based on this evaluation, our Chief Executive Officer and Chief financial Officer have concluded that during the period covered by this

Quarterly Report, our disclosure controls and procedures were not effective due to the following material weaknesses in our internal

control over financial reporting.

(i) We did not have sufficient financial reporting

and accounting personnel, especially those with understanding of U.S.

GAAP knowledge;

(ii) We are lacking of proper mechanism to identify

and assess the experience and qualification of third-party specialists.

have taken steps to remediate the material weakness described above and to enhance our overall control

However, we will not consider the material weakness remediated until our enhanced control is operational for a sufficient period

of time and tested, enabling management to conclude that the enhanced controls are operating effectively.

Our remediation plan includes

(1) hiring of additional finance and accounting staff with qualifications and work experiences in U.S.

GAAP and SEC reporting requirements

to formalize and strengthen the key internal control over financial reporting;

(2) allocating sufficient resources to prepare and review

financial statements and related disclosures in accordance with U.S.GAAP and SEC reporting requirements, (3) hiring of qualified consultant

to assess Sarbanes-Oxley Act compliance readiness, to assess where we can improve our overall internal control over financial reporting

function, and to assist us in implementing improvements where necessary;

and (4) setting up an effective internal mechanism to perform

background check, identify and assess the qualification of the engaged third-party specialists;

and (5) consulting with experienced valuation

specialist on a timely basis.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting that occurred during the fiscal quarter ended October 31, 2022 covered

by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2023 covered by

this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

II - OTHER INFORMATION

2 unchanged sentences

a smaller reporting company, we are not required to make disclosures under this Item.

Unregistered Sales of Equity Securities and Use of Proceeds.

made no sales of our equity securities during fiscal quarter covered by the report that was not

already reported on a Current Report on Form 8- K .

Defaults Upon Senior Securities.

Mine Safety Disclosures.

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