What changed in this filing

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Item 4. Controls and Procedures

2021-12-14 compared with 2021-09-14 · 8 added, 53 removed, 43 unchanged (59% of the section changed)

9 unchanged sentences

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.

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

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

12 unchanged sentences

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 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 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.

We have delegated some of the duties of our Chief Financial Officer to other personnel within the Company and have added review and approval processes performed by the Chief Executive Officer.

However, we have determined that we still have insufficient segregation of the duties of our Chief Financial Officer and will continue to review these procedures to determine ways to further improve them given our limited staff.

Insufficient information technology controls and documentation.

We currently use accounting software which we have determined is inadequate to provide the level of controls required by COSO.

We are in the process of initiating a review process to fully evaluate the deficiencies in our technology controls and documentation.

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 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

14 unchanged sentences

Legal Proceedings.

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.

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.

2 unchanged sentences

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