What changed in this filing

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Item 4. Controls and Procedures

2020-12-11 compared with 2020-09-11 · 30 added, 30 removed, 70 unchanged (46% of the section changed)

5 unchanged sentences

controls and procedures,”

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.

as such term is defined in Rules 13a - 15(e) and 15d - 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.

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

2020, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial

A control system, no matter how well conceived

21 unchanged sentences

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 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.

We have developed procedures to provide ample review time of financial information, including contract preparation and review by qualified personnel as well as management.

We have implemented these procedures, determined they are still insufficient and will continue to review these procedures to determine ways to further improve them.

internal controls over financial reporting as of October 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:

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

We have developed procedures to provide ample review time of financial information, including contract preparation

and review by qualified personnel as well as management.

We have implemented these procedures, determined they are still

insufficient and will continue to review these procedures to determine ways to further improve them.

Insufficient segregation of duties of the Chief Financial Officer.

6 unchanged sentences

Because of these material weaknesses, our

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

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

reporting were not effective based on the COSO criteria.

1 unchanged sentence

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.

At the appropriate time 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

22 unchanged sentences

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.

Officer 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 concerning:

(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 –

4 unchanged sentences

There are no material legal proceedings to which any property of ours is subject.

Risk Factors.

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