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Item 4. Controls and Procedures

2021-09-14 compared with 2021-03-12 · 81 added, 83 removed, 15 unchanged (92% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer, President

and General Counsel, as our principal executive officer (“Chief Executive Officer”), and our Chief Financial Officer,

as our principal financial officer (“Chief Financial Officer”), evaluated the effectiveness of our “disclosure

controls and procedures,”

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 January 31,

2021, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial

Our Chief Executive Officer, President and General

Counsel, as our principal executive officer (“Chief Executive Officer”), and our Chief Financial Officer, as our principal

financial officer (“Chief Financial Officer”), evaluated the effectiveness of our “disclosure 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

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

2021, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting,

below described in Management’s Report on Internal Control over Financial Reporting.

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be

considered relative to their costs.

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 the Company have been detected.

These inherent

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

error or mistake.

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.

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

about the likelihood of future events.

There can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions.

Management’s Report on Internal

Controls over Financial Reporting

Further, the design

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

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 the Company have been detected.

These inherent limitations include the realities

that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

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.

design of any system of controls is also based in part upon certain assumptions about the likelihood of future events.

There can be no

assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls

over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal controls over financial reporting as that term is defined in Exchange Act Rules 13a-15(f) and

Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

and maintaining adequate internal controls over financial reporting as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with U.S.

A material weakness is a deficiency, or a combination

of deficiencies, in internal controls 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 in a timely basis.

Under the supervision and with the participation

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, 2021 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.

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, 2021 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 segregation of duties of the Chief Financial Officer.

5 unchanged sentences

Based upon the results of this review process, we intend to implement the required remediation measures when it is reasonable to do so.

Because of these material weaknesses, our

Chief Executive Officer and our Chief Financial Officer concluded that, as of January 31, 2021, 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 the balance of fiscal year 2021.

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

weaknesses, there remains risk that the processes and procedures on which we currently rely will fail to be sufficiently effective,

which could result in material misstatement of our financial position or results of operations and require a restatement.

of the inherent limitations in all control systems, no evaluation of controls - even where we conclude the controls are operating

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

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

assumptions about the likelihood of future events;

accordingly, there can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions.

Over time, our control systems, as we develop them, may become inadequate

because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent

limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected and could be

material to our financial statements.

Changes in Internal Controls over

Financial Reporting

There were no changes in our internal controls

over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal controls over financial reporting.

Because of these material weaknesses, our Chief

Executive Officer and our Chief Financial Officer concluded that, as of July 31, 2021, 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 2022.

We plan to make changes to our procedures and controls that we believe are reasonably likely to strengthen

and materially affect our internal controls over financial reporting.

Prior to the remediation of these material weaknesses,

there remains risk that the processes and procedures on which we currently rely will fail to be sufficiently effective, which could result

in material misstatement of our financial position or results of operations and require a restatement.

Because of the inherent limitations

in all control systems, no evaluation of controls - even where we conclude the controls are operating effectively - can provide absolute

assurance that all control issues, including instances of fraud, if any, have been detected.

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.

design of any system of controls also is based in part upon certain assumptions about the likelihood of future events;

accordingly, there

can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, our control

systems, as we develop them, may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures

may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur

and not be detected and could be material to our financial statements.

Changes in Internal Controls over Financial

There were no changes

in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably

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

The Certifications of our Principal Executive

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 –

OTHER INFORMATION

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 – OTHER INFORMATION

Legal Proceedings.

We are not currently a party to any material

pending legal proceedings.

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

There is no material

litigation currently pending against us or any of our subsidiaries or to which any of our or our subsidiaries’ property is subject.

To our knowledge, there is no material litigation against any of our officers or directors in their capacity as such, and no such litigation

is contemplated by any governmental authorities.

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