What changed in this filing

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Item 4. Controls and Procedures

2022-03-16 compared with 2021-12-14 · 36 added, 26 removed, 6 unchanged (91% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures .

Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined

in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of October 31, 2021.

Based on this evaluation,

our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective

as of October 31, 2021 due to the material weakness in our internal control over financial reporting described below.

Previously Reported Material Weakness

As disclosed in Item 9A.

“Controls and Procedures”

of our Form 10-K for the fiscal year ended July 31, 2021, we previously identified a material weakness in our internal control over financial

reporting related to our disclosure controls and procedures over the evaluation of the valuation allowance against deferred tax assets,

which has been outsourced to an outside accounting firm since fiscal 2018, which were not operating effectively.

The outside accounting firm has agreed to appoint

another tax partner to perform a final review of the tax provision work prepared by the engagement team.

We will continue to monitor

the effectiveness of this additional procedure and control and make any further changes management deems appropriate.

Changes in Internal

Control over Financial Reporting.

Other than the remediation efforts described above, there were no changes in our internal

control over financial reporting during the quarter ended October 31, 2021 that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

of Disclosure Controls and Procedures .

Our Chief Executive Officer and Chief Financial Officer have evaluated the

effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of

1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our Chief Executive

Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of January 31, 2022.

in Internal Control over Financial Reporting .

Other than the remediation discussed below, there were no changes in our

internal control over financial reporting during the quarter ended January 31, 2022 that have materially affected, or are reasonably

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

Reported Material Weakness

Management previously

identified a material weakness in internal control over financial reporting related to accounting for taxes, which is disclosed in Item

“Controls and Procedures” of our Form 10-K for the fiscal year ended July 31, 2021.

Specifically, we determined that

our management review controls related to valuation allowance against deferred tax assets were ineffective.

In order to remediate the material

weakness, we designed and implemented the following internal controls:

We have historically engaged tax consultants to prepare

and review the Company’s income tax provision.

The tax consultants appointed a second tax partner as an independent reviewer

to perform a final review of the tax provision work prepared by its engagement team.

The chief financial officer performed a final review

of the tax provision, which is performed at a more granular level than in the past, and performed at a sufficient level of precision.

This review involves a detailed review of the tax provision schedules prepared by the tax consultants.

This includes,

among other procedures, assessing the completeness and accuracy of amounts included in the tax provision schedules, reconciling amounts

in the tax provision schedules to the Company’s records, reviewing the mathematical accuracy of the schedules, understanding

key fluctuations in the tax accounts, and reviewing that amounts recorded in the financial statements for income taxes reconciles

to the tax provision schedules.

We believe our material weakness related to accounting for taxes has been

remediated and that our internal control processes over financial reporting are effective as January 31, 2022.

OTHER INFORMATION

Legal Proceedings

Legal proceedings in which we are involved are

more fully described in Note 8 to the Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report on

There are no other material changes from the risk

factors previously disclosed in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended July 31, 2021.

proceedings in which we are involved are more fully described in Note 8 to the Unaudited Condensed Consolidated Financial Statements

included in Item 1 to Part I of this Quarterly Report on Form 10-Q.

are no other material changes from the risk factors previously disclosed in Item 1A to Part I of our Annual Report on Form 10-K for the

fiscal year ended July 31, 2021.

Unregistered Sales of Equity Securities and Use of Proceeds

1 unchanged sentence

Mine Safety Disclosures

Not applicable

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