The Company leases an office and paid an amount equal to two months’ rent as a security deposit.

Between August 20, 2020 and November 10, 2020, the Company’s bank account was subject to restricted use by the bank. The amount due from third parties relates to collections of sales proceeds for said period by third parties on behalf of the Company. On November 10, 2020, the restrictions on the bank account were removed. The Company expects to receive the full amount owed to it by these third parties by the end of December 2020.

NOTE 4. INVENTORIES

Inventories consist of the following:

There is no inventory allowance for the three months ended October 31, 2020 and the year ended July 31, 2020.

NOTE 5. HELD FOR SALE ASSETS

Held for sale assets relate to IT servers acquired during the year ended July 31, 2020. Management plans to sell these IT servers in the next 6 months.

NOTE 6. DOWN PAYMENTS TO SUPPLIERS

The Company has which established standardsmade advances to third-party suppliers. These advances are down payments according to the purchase agreements made to expedite the delivery and preferential prices for reportingthe materials and display of comprehensive income, its components and accumulated balances.  When applicable,the parts for the goods that the Company would disclose this informationsells.

NOTE 7. PROPERTY, PLANT AND EQUIPMENT

During the three months ended October 31, 2020, the Company acquired office equipment consisting of one notebook computer, costing $428, and five cell phones, costing an aggregate of $1,937, for a total cost of $2,365. Depreciation expense for the three months ended October 31, 2020 and the year ended July 31, 2020 was $44,945 and $28,803, respectively.

NOTE 8. INCOME TAXES

Enterprise income tax (“EIT”)

The Company was incorporated under the laws of the State of Nevada and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as the Company had no United States taxable income for the three months ended October 31, 2020 and the year ended July 31, 2020.

The Company operates in the PRC and files tax returns in PRC jurisdictions.

The Company’s subsidiary formed in the Independent State of Samoa is not subject to tax on its Statementincome or capital gains. In addition, upon payment of Stockholders’ Equity.  Comprehensivedividends by the Company to its shareholders, no withholding tax is imposed.

The Company’s subsidiary formed in Hong Kong is subject to a profits tax rate of 16.5% for income comprises equity exceptgenerated and operation in the special administrative region.

The Company operates in the PRC and files tax returns in PRC jurisdictions. Income generated and operations in the PRC are subject to a tax rate of 25%.

The full realization of the tax benefit associated with a carry forward depends predominantly upon the Company’s ability to generate taxable income during the carry forward period.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

The reconciliation of income taxes computed at the PRC federal statutory tax rate applicable in the PRC, to income tax expenses are as follows:

Value added tax (“VAT”)

Pursuant to the Provisional Regulations on Value-Added Tax of the PRC and its implementation regulations, unless otherwise stipulated by relevant laws and regulations, any entity or individual engaged in the sales of goods, provision of processing, repairs and replacement services and importation of goods into China is generally required to pay a value-added tax, or VAT, for revenues generated from sales of products, while qualified input VAT paid on taxable purchases can be offset against such output VAT. According to the Announcement on Relevant Policies for Deepening Value-added Tax Reform jointly promulgated by the Chinese Ministry of Finance, the State Administration of Taxation and the General Administration of Customs, which became effective on April 1, 2019, the taxable goods previously subject to VAT rates of 16% and 10%, respectively, become subject to lower VAT rates of 13% and 9%, respectively, starting from April 1, 2019. Our sales of goods are subject to VAT rates of 13%.

NOTE 9. RELATED PARTIES TRANSACTIONS

The Company had the following balances with related parties:

 (a) Amount due from related parties

The balances with related parties are unsecured, non-interest bearing and repayable on demand.

(b) Amount due to a related party

The balance with related party is unsecured, non-interest bearing and repayable on demand.

(c) Transactions

NOTE 10. RESERVES

Statutory reserve

In accordance with the relevant laws and regulations of the PRC, the company established in the PRC is required to transfer 10% of its annual profit after taxation prepared in accordance with the accounting regulations of the PRC to the statutory reserve until the reserve balance reaches 50% of the company’s paid-up capital. Such reserves may be used to offset accumulated losses or increase the registered capital of the company, subject to the approval from the PRC authorities, and are not available for dividend distribution to the shareholders. There is no such reserve provided for the three months ended October 31, 2020 and the year ended July 31, 2020.

Currency translation reserve

The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s functional currency.

NOTE 11. LEASES

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Effective July 1, 2020, the Company adopted this standard, resulting in the recognition of right-of-use assets of $470,135 and operating lease liabilities of $470,135.

The adoption of the new lease guidance did not have a material impact on the Company’s results of operations or liquidity, but resulted in the recognition of operating lease liabilities and operating lease right-of-use assets on its balance sheets. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from investments by ownersthe lease. ROU assets and distributions to owners.liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company has not had any significant transactions thata lease for the office in Shenzhen, PRC, under an operating lease expiring in June 2022, which is classified as an operating lease. There are required to be reportedno residual value guarantees and no restrictions or covenants imposed by the lease. Rent expense for the three months ended October 31, 2020 and the three months ended October 31, 2019 were $70,153 and $nil, respectively. Cash paid for the operating lease was included in other comprehensive income.the operating cash flows.

9 | PageThere are no residual value guarantees and no restrictions or covenants imposed by the lease. As of October 31, 2020, the Company has $470,135 of right-of-use assets, $274,214 in current operating lease liabilities and $195,921 in non-current operating lease liabilities.

Significant assumptions and judgments made as part of the adoption of this new lease standard include determining (i) whether a contract contains a lease, (ii) whether a contract involves an identified asset, and (iii) which party to the contract directs the use of the asset. The discount rates used to calculate the present value of lease payments were determined based on hypothetical borrowing rates available to the Company over terms similar to the lease terms.

Recent Accounting PronouncementsThe Company’s future minimum payments under long-term non-cancelable operating leases are as follows:

Other information:

The results for the NOTE 12. SUBSEQUENT EVENTS

No subsequent events.

six months ended January 31, 2020 are not necessarily indicativeItem 2. Management’s discussion and analysis of thefinancial condition and results of operations for the full year. Theseoperation

The following discussion and analysis of our financial statementscondition and related footnotesresults of operations should be read in conjunction with theour consolidated financial statements and footnotes theretothe related notes included elsewhere in this report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included in this Quarterly Report reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these risks and uncertainties, please see “Risk Factors.”

Overview

The Company was originally incorporated in Nevada under the name “Lepota Inc.” on December 9, 2013. It maintains its principal executive offices at Room 1703B, Zhongzhou Building, No. 3088 Jintian Road, Futian District, Shenzhen City, Guangdong Province, People’s Republic of China 518000. The Company was formed for the purpose of importing and distributing cosmetics into the Russian Federation.

The Company filed a registration statement on Form S-1 with the SEC on September 18, 2014, which was declared effective on May 4, 2016. However, because the Company did not identify a viable business model or engage in any business prior to the Share Exchange, it was a shell company until August 12, 2020.

On February 18, 2020, as a result of a private transaction, 5,000,000 shares of the Company’s AnnualCommon Stock were transferred from Rene Lawrence, its controlling shareholder, to certain purchasers (the “Purchasers”), with Zhao Lixin, the Company’s current CEO, becoming a 53.8% holder of the voting rights of the Company, and the Purchasers becoming the controlling shareholders. As a result of the change of control, Iurii Iurtaev resigned as the Company’s president, chief executive officer, chief financial officer and director and Rene Lawrence resigned as the Company’s secretary. Zhao Lixin was then named President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors of the Company.

On August 12, 2020 (the “Closing Date”), the Company closed on a share exchange (the “ Share Exchange”) with Mu Yan Technology Holding Co., Limited, a limited liability company incorporated in Samoa (“Mu Yan Samoa”), and the holders of 100% of the outstanding shares of Mu Yan Samoa’s common stock (the “Mu Yan Shareholders”). As a result, Mu Yan Samoa is now a wholly owned subsidiary of the Company. Under the Share Exchange Agreement, the Mu Yan Shareholders exchanged 100% of the outstanding shares of Mu Yan Samoa’s common stock for 300,000,000 shares of the Company’s Common Stock. As a result of the Share Exchange, effective September 22, 2020, the Company’s name was changed to Mu Yan Technology Group Co., Limited.

For accounting purposes, the Share Exchange was treated as a recapitalization of the Company with Mu Yan Samoa as the acquirer. When we refer in this Quarterly Report on Form 10Kto business and financial information for periods prior to the consummation of the Share Exchange, we are referring to the business and financial information of Mu Yan Samoa unless the context suggests otherwise.

As a result of the closing of the Share Exchange, the Mu Yan Shareholders own approximately 98% of the total outstanding common shares of the Company and the former shareholders of the Company own approximately 2%. The shares issued to the Mu Yan Shareholders in connection with the Share Exchange were not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering. These securities may not be offered or sold absent registration or an applicable exemption from the registration requirement.

As a result of the recapitalization described above, management of the Company believes that the Company is no longer a shell company. The Company’s operations now consist of the operations of Mu Yan Samoa and its subsidiaries.

An outbreak of respiratory illness caused by a novel coronavirus (“COVID-19”) first emerged in Wuhan city, Hubei province, China in late 2019 and has continued to expand within the PRC and globally. Since our operating subsidiary, Mu Yan Shenzhen, was formed in September 2019 and did not commence sales of our products until January 2020, we have no comparable revenue data for the prior three month period ended October 31, 2019, making it impossible to quantify or accurately assess the impact of the COVID-19 pandemic on our revenues for the three month period ended October 31, 2020. However, management believes that the pandemic did negatively impact our results of operations for the fiscal year ended July 31, 2020 filed withand anticipates that the Securities and Exchange Commission. Inongoing pandemic will also have a negative effect on the opinionCompany’s results of management all adjustments necessary for a fair statement of the resultsoperations for the interim periods have been made,2021 fiscal year, and possibly longer.

Throughout the remainder of this Quarterly Report, when we use phrases such as “we,” “our,” “Company” and “us,” we are referring to the Company and all of its subsidiaries, as a statement that all adjustments arecombined entity.

Results of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments.Operations

NOTE 3 – GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted inFor the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing mergers with existing operating companies.  However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4-DIRECTOR LOAN

As of January 31, 2020,the Company had loan outstanding with the director in the amount of $11,074.

NOTE 5 – RELATED PARTY TRANSACTIONS

As of January 31, 2020,the Company had loan outstanding with related parties in amount of $4,210.

NOTE 6 – COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

The Company was not subject to any legal proceedings during the period from December 9, 2013 to Januarythree months ended October 31, 2020 and no proceedings are threatened or pending to the best of our knowledge and belief.2019

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NOTE 8 – INCOME TAXES

As of January 31, 2020, the Company had net operating loss carry forwards of approximately $44,132that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

The cumulative tax effect at the expected rate of 21% of significant items comprisingfollowing summarizes our net deferred tax amount is as follows:

	January 31, 2020	January 31, 2019
Deferred tax asset attributable to:
Net operating loss carryover	$9,268	$6,673
Less: valuation allowance	(9, 268)	(6,673)
Net deferred tax asset	$    0	$      0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $44,132for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 we have analyzed our operations subsequent January 31, 2020 to the date that the financial statements were issued and have determined that we do not have any material subsequent events to disclose.

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, we have no employees other than our officer and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.

Results of Operation

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three and Six Months Period Ended January 31, 2020 and 2019

Our net loss for the three and six months periods ended January 31, 2020 and January 31, 2019 were $(2,820) and $(7,482) and (2,590) and (5,068). During the three and six months period ended January 31, 2020 and 2019 we have not generated any revenue.

The weighted average number of shares outstanding was 7,430,000and 7,430,000 for the three months ended JanuaryOctober 31, 2020 and 2019;the three months ended October 31, 2019. The table and 7,430,000the discussion below should be read in conjunction with our financial statements and 6,832,610the notes thereto appearing elsewhere in this Quarterly Report.

Revenue

Revenue generated from selling our mobile advertisement backpack contributed $4,551,255 and $Nil to our total revenue for the three months ended October 31, 2020 and 2019, respectively. The increase in revenue for the three months ended October 31, 2020 was due to our acquisition of Mu Yan Samoa and its subsidiaries.

Cost of Revenue

Cost of revenue for the three months ended October 31, 2020 and 2019 was $1,955,934 and $Nil respectively. The significant increase in cost of revenue was a result of our acquisition of Mu Yan Samoa and its subsidiaries. The cost of revenue was predominantly the cost of manufactured goods sold to customers.

We outsourced the assembly processes of our products to subcontractors, and we maintained stable relationships with them.

We outsource our delivery services to two courier companies. Delivery fees are paid by the ultimate customers upon delivery of the products.

Net Profit

Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and amount due from related parties. As of October 31, 2020 and October 31, 2019, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality. The Company did not have any clients constituting 10% or more of its net revenues for the three month period ended October 31, 2020 and the three month period ended October 31, 2019.

Liquidity and Capital Resources

Six Months Period Ended January 31, 2020 

As at January 31, 2020, our total assets were $452. Total assets were comprised of $452in cash and cash equivalents.  As at January 31, 2020 our current liabilities were $15,284. Stockholders’ equity was $(14,832) as of January 31, 2020.  

Cash Flows from Operating ActivitiesOff-Balance Sheet Arrangements

We have not generated positive cash flows from operating activities. For the six months period ended January 31, 2020, net cash flows used in operating activities was $(7,482). For the six months period ended January 31, 2019, net cash flows used in operating activities was $(7,568).

Cash Flows from Investing Activities

We have not generated cash flows from investing activities for the period six months ended January 31, 2020 and 2019

Cash Flows from Financing Activities

We have generated cash flows from financing activities for the period six months ended January 31, 2020 in the amount of $5,600from the loan from directorand we have generated cash flows from financing activities for the period six months ended January 31, 2019 in the amount of $13,400 from theissuance of common stock.

.

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Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of October 31, 2020 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.resources.

Going ConcernItem 3. Quantitative and Qualitative Disclosures About Market Risk.

The independent auditors' report accompanying our July 31, 2019 financial statements contained an explanatory paragraph expressing substantial doubt about our abilityAs a smaller reporting company, we are not required to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assetsrespond to this item.

Item 4. Controls and satisfy our liabilities and commitments in the ordinary course of business.Procedures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishingUnder the supervision and maintaining a systemwith the participation of our principal executive officer, Zhao Lixin, and principal financial officer, Feng Wanning, we conducted an evaluation of our disclosure controls and procedures, (asas such term is defined inunder Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act)Act, as of October 31, 2020. Based on this evaluation, our principal executive officer and principal financial officer concluded that isour disclosure controls and procedures were ineffective at such time to ensure that information required to be disclosed by us in the reports filed or submitted under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our principal executive officer and principal financial officer also concluded that our disclosure controls, which are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriatewere inappropriate to allow timely decisions regarding required disclosure.

13 | PageBased on management’s assessment, the Company determined that there were material weaknesses in its internal control over financial reporting as of October 31, 2020. The material weaknesses identified were as follows:

● Due to the small size of the Company and the lack of an accounting and finance department or a sufficient number of experienced accounting and finance personnel, there were limited controls over information processing.

An evaluation● There was conducted underan inadequate segregation of duties consistent with control objectives as management was composed of only three persons at October 31, 2020, and there remains an issue with inadequate segregation of duties as of the supervisiondate of filing this Quarterly Report. In order to remedy this situation, we would need to hire additional managers and staff to provide greater segregation of duties. Currently, it is not financially feasible to hire additional managers and staff to obtain optimal segregation of duties. Management will reassess this matter on an ongoing basis to determine whether improvement in segregation of duties is feasible.

● The Company does not have a formal audit committee with a financial expert, and thus the participationCompany lacks the Board of Directors oversight role within the financial reporting process.

● Although the financial statements and footnotes are reviewed by our management, of the effectiveness of the design and operation of our disclosure controlswe do not have formal policies and procedures asnecessary to adequately review significant accounting transactions and the accounting treatment of January 31, 2020. Based on that evaluation,those transactions.

As a result of these material weaknesses, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting duringwas not effective as of October 31, 2020. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

Evaluation of Internal Controls and Proceduressix-month period ended January

Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting at October 31, 2020, and determined that, hasas of October 31, 2020, our internal control over financial reporting was not effective.

Changes in Internal Controls over Financial Reporting

There have been no changes to our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or isare reasonably likely to materially affect, our internal controlcontrols over financial reporting.

PART II.II — OTHER INFORMATION

ITEMItem 1. LEGAL PROCEEDINGSLegal Proceedings.

ManagementWe are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is not aware of any legal proceedings contemplatedno action, suit, proceeding, inquiry or investigation before or by any governmental authoritycourt, public board, government agency, self-regulatory organization or any other party involving usbody pending or, to the knowledge of the executive officers of our Company, threatened against or affecting our Company, or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to uscommon stock, in any legal proceeding, or (ii) haswhich an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or thatdecision could have been threatened against us or our properties.

a material adverse effect.

ITEMItem 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sales of Equity Securities and Use of Proceeds.

No report required.None

ITEMItem 3. DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities.

No report required.

None

ITEMItem 4. MINE SAFETY DISCLOSURESMine Safety Disclosures.

Not applicable.

applicable

ITEMItem 5. OTHER INFORMATIONOther Information.

No report required.

None

ITEMItem 6. EXHIBITSExhibits.

Exhibits:

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

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SIGNATURES

In accordance withPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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