What changed in this filing

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Item 4. Controls and Procedures

2020-09-11 compared with 2020-03-13 · 36 added, 24 removed, 64 unchanged (48% of the section changed)

5 unchanged sentences

controls and procedures,”

as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934,

as amended (“Exchange Act”).

Disclosure controls and procedures are designed to ensure that the information required

to be disclosed in the reports that we file or submit to the Commission pursuant to the Exchange Act are recorded, processed, summarized

and reported within the period specified by the Commission’s rules and forms and are accumulated and communicated to our

management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosures.

upon this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of January 31, 2020,

our disclosure controls and procedures were not effective due to the material weaknesses in internal controls over financial reporting.

as such term is defined in Rule 13a-15(e) promulgated under the Exchange Act.

Disclosure controls

and procedures are designed to ensure that the information required to be disclosed in the reports that we file or submit to the

Commission pursuant to the Exchange Act are recorded, processed, summarized and reported within the period specified by the Commission’s

rules and forms and are accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to

allow timely decisions regarding required disclosures.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial

Officer have concluded that, as of July 31, 2020, our disclosure controls and procedures were not effective due to the material

weaknesses in internal control over financial reporting.

A control system, no matter how well conceived

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Because of the inherent limitations in all control systems, no evaluation of controls can provide

absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent

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error or mistake.

Also, controls can be circumvented by the individual acts of some person, by collusion of two or more people

Also, controls can be circumvented by the individual acts of some persons, by collusion of two or more people

or by management override of the controls.

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all potential future conditions.

Management’s Evaluation of

Internal Controls over Financial Reporting

Management’s Report on Internal

Controls over Financial Reporting

Our management is responsible for establishing

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of our Chief Executive Officer and our Chief Financial Officer, management conducted an evaluation of the effectiveness of our

internal controls over financial reporting as of January 31, 2020 based on the criteria outlined in Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and identified

the following material weaknesses in internal controls over financial reporting:

internal controls over financial reporting as of July 31, 2020 based on the criteria outlined in Internal Control-Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and identified the following

material weaknesses in internal controls over financial reporting:

Insufficient procedures and control documentation to implement control procedures including lack of timely contract preparation and review.

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Because of these material weaknesses, our

Chief Executive Officer and our Chief Financial Officer concluded that, as of January 31, 2020, our internal controls over financial

Chief Executive Officer and our Chief Financial Officer concluded that, as of July 31, 2020, our internal controls over financial

reporting were not effective based on the COSO criteria.

We are in the process of investigating

new procedures and controls for fiscal year 2020.

We plan to make reasonable changes to our procedures and controls that we believe

are reasonably likely to strengthen and materially affect our internal controls over financial reporting.

new procedures and controls for the balance of fiscal year 2021.

We plan to make changes to our procedures and controls that we

believe are reasonable and reasonably likely to strengthen and materially affect our internal controls over financial reporting.

Prior to the remediation of these material

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effectively - can provide absolute assurance that all control issues, including instances of fraud, if any, have been detected.

inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can occur because of

simple error or mistake.

Additionally, controls can be circumvented by the individual acts of a person, by collusion of two or

more people, or by management override of the controls.

These inherent limitations include the realities that judgments in decision making can be faulty and breakdowns can occur because

of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of a person, by collusion of two

or more people, or by management override of the controls.

The design of any system of controls also is based in part upon certain

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affect, our internal controls over financial reporting.

The Certifications of our Principal Executive

and Principal Financial Officer required in accordance with Rule 13a-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley

Act of 2002 (“Certifications”) are attached to this Report.

The disclosures set forth in this Item 4 contain information

(i) the evaluation of our disclosure controls and procedures, and changes in internal control over financial reporting,

referred to in paragraph 4 of the Certifications;

and (ii) material weaknesses in the design or operation of our internal control

over financial reporting, referred to in paragraph 5 of the Certifications.

The Certifications should be read in conjunction with

this Item 4 for a more complete understanding of the matters covered by the Certifications.

PART II –

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Risk Factors.

Not applicable as we are a smaller reporting

The information called for by Item 1A is

not required for a smaller reporting company.

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