What changed in this filing

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Item 4. Controls and Procedures

2023-04-28 compared with 2022-09-14 · 48 added, 34 removed, 22 unchanged (79% of the section changed)

5 unchanged sentences

Based upon that evaluation, our President, Chief Executive Officer and

Chief Financial Officer concluded that the disclosure controls and procedures were not effective.

During the year ended October 31, 2021,

we identified inappropriate system access controls over the financial reporting system.

These controls were not designed to prevent or

detect unauthorized changes to source information, or implement an appropriate level of segregation of duties which ultimately led us

to conclude that this was a material weakness.

Further, during the year ended October 31, 2021, we determined that we lacked adequate

controls with respect to identifying and accounting for material contracts.

This was evidenced by our failure to properly identify and

account for a material lease amendment.

Accordingly, management has determined that this is a control deficiency that constitutes a material

Notwithstanding such material weaknesses, we believe the financial information presented herein is materially correct and fairly

presents the financial position and operating results of the quarter ended July 31, 2022 in conformity with U.S.

generally accepted accounting

principles for interim financial information and in accordance with the rules and regulations of the SEC.

Plan for the Material Weakness

Chief Financial Officer concluded that the disclosure controls and procedures were not effective due to the existence of material weaknesses

in our internal controls over financial reporting.

Weakness Over Financial Reporting

the year ended October 31, 2020, our controls were inadequate to prevent and detect misstatements of stock based compensation awards

and quantities of inventory at one of our subsidiaries.

Accordingly, management determined that this control deficiency constituted a

material weakness.

the year ended October 31, 2021, we identified inappropriate system access controls over our financial reporting system.

These controls

were not designed to prevent or detect unauthorized changes to source information, or implement an appropriate level of segregation of

During this same period, we determined that we lacked adequate controls with respect to identifying and accounting for material

This was evidenced by our failure to properly identify and account for a material lease amendment.

Further, during the year

ended October 31, 2021, we determined that we lacked adequate controls with respect to physical custody of certain hardware, electronic

and hard copy records of Generations Coffee and its component operation known as Steep and Brew following the Company’s relocation

or vacating of certain premises used in the operations of that business unit.

Accordingly, management determined that the foregoing were

control deficiencies that constituted material weaknesses.

Additionally,

on January 24, 2023, we concluded, after discussion with management, that our financial statements inaccurately accounted for certain

intercompany eliminations in our consolidated statements of operations for the fiscal year ended October 31, 2020.

As a result, we determined

that there was an overstatement of net sales and cost of sales in the consolidated statement of operations of approximately $8.3 million

in our financial statements during the fiscal year ended October 31, 2020 which required a restatement of the previously issued financial

statements for the fiscal year ended October 31, 2020.

This was due to inadequate design and implementation of controls to evaluate and

monitor the presentation and compliance with accounting principles generally accepted in the United States of America related to the

statement of operations.

Accordingly, management has determined that this control deficiency constituted a material weakness.

Notwithstanding

such material weaknesses, we believe the financial information presented herein is materially correct and fairly presents the financial

position and operating results of the quarter ended January 31, 2023 in conformity with U.S.

generally accepted accounting principles

for interim financial information and in accordance with the rules and regulations of the SEC.

Plan for the Material Weaknesses

previously disclosed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended October 31, 2022, management has identified

material weaknesses as of that date.

The identified material weaknesses related to inappropriate system access controls over the financial

reporting system and failure to properly identify and account for a material lease amendment.

A “material weakness” is a

deficiency, or 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

To remediate the material weaknesses identified above, we are initiating controls and procedures in order to:

educating control owners

concerning the principles and requirements of each control, with a focus on those related to user access to our financial reporting

systems impacting financial reporting;

developing and maintaining

documentation to promote knowledge transfer upon personnel and function changes;

developing enhanced controls

and reviews related to our financial reporting systems;

performing an in-depth

analysis of who should have access to perform key functions within our financial reporting system that impact financial reporting

and redesigning aspects of the system to better allow the access rights to be implemented.

A “material weakness” is a deficiency, or 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.

To remediate the material weaknesses identified above, we are

initiating controls and procedures in order to:

control owners concerning the principles and requirements of each control, with a focus on those related to user access to our financial

reporting systems impacting financial reporting;

and maintaining documentation to promote knowledge transfer upon personnel and function changes;

enhanced controls and reviews related to our financial reporting systems;

an in-depth analysis of who should have access to perform key functions within our financial reporting system that impact financial

reporting and redesigning aspects of the system to better allow the access rights to be implemented.

material weaknesses identified above will not be considered remediated until our remediation efforts have been fully implemented and

11 unchanged sentences

10-K for the year ended October 31, 2022, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act) during the fiscal quarter ended July 31, 2022 that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

and 15d-15(f) under the Exchange Act) during the fiscal quarter ended January 31, 2023 that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

II - OTHER INFORMATION

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