What changed in this filing

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Item 4. Controls and Procedures

2026-03-16 compared with 2025-09-12 · 19 added, 49 removed, 30 unchanged (69% of the section changed)

8 unchanged sentences

Weakness Over Financial Reporting

determined that our controls were inadequate to prevent and detect misstatements of quantities of inventory at one of our subsidiaries.

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

determined that there were inappropriate system access controls over the financial reporting system.

2 unchanged sentences

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

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 was a control

deficiency that constituted a material weakness.

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 relocation or vacating of certain premises

used in the operations of that business unit.

Accordingly, management has determined that this is a control deficiency that constituted

a material weakness.

concluded that we lacked adequate controls with respect to the preparation and review of journal entries and account reconciliations

during the year-end financial statement closing process.

Accordingly, management has determined that this control deficiency constituted

a material weakness.

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.

concluded that we lacked adequate controls with respect to recording year end accruals for vendor liabilities and properly calculating

required loan covenants.

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

also concluded that we lacked adequate controls with respect to recording year end accruals for vendor liabilities.

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 for the three and nine months ended July 31, 2025 in conformity with U.S.

GAAP for interim financial

information and in accordance with the rules and regulations of the SEC.

position and operating results for the three months ended January 31, 2026 in conformity with U.S.

GAAP 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 2024 10-K, management has identified material weaknesses as of that date.

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 have hired third-party consultants to assist with financial reporting

and 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 maintain 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 redesign aspects of the system to better allow the access rights to be implemented;

a cross-reference analysis on a quarterly basis;

additional levels of internal review of financial statements and any adjustments made thereto.

previously disclosed in Item 9A of our 2025 Annual Report, to remediate the material weaknesses identified above, we are initiating controls

and procedures in order to:

system access controls and segregation of duties through role-based access restrictions and

periodic user access reviews.

year-end financial close and review procedures, including formalized controls over vendor

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

8 unchanged sentences

all control issues and instances of fraud, if any, have been or will be detected.

will seek to remediate such deficiencies over the coming quarters.

in Internal Control over Financial Reporting

than the changes intended to remediate the material weaknesses as discussed above, 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, 2025 that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended January 31, 2026 that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

LEGAL PROCEEDINGS

operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk

Factors” in our 2025 Annual Report.

There have been no material changes to our risk factors since the 2025 Annual Report.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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