The following discussion should be read in conjunction with the information contained in the preceding unaudited condensed consolidated financial statements and footnotes and our 2022 Annual Report on Form 10-K for fiscal year ended April 30, 2022.





OVERVIEW


We sell stevioside, a natural sweetener. Stevioside is a natural zero calorie sweetener extracted from the leaf of the stevia plants. Substantially all of our operations are located in the PRC. We have built an integrated company with the production and distribution capabilities designed to meet the needs of our customers.

Our operations were organized in two operating segments related to our product lines:





  -   Stevioside, and
  -   Corporate and other.




Going Concern



The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has a significant accumulated deficit and incurred recurring losses. The Company's cash balance and revenues generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the date of this report. These factors raise doubt as to the ability of the Company to continue as a going concern. Management's plans include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through debt and equity financings, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. Management intends to make every effort to improve its current sales forecast to further develop and expand the international markets for its new products as well as continuing with the current sources of funds to meet working capitals needs on as needed basis. There can be no assurance that these plans and arrangements will be successful.

The ability of the Company to continue as a going concern is dependent upon its ability to achieve profitable operations and raise additional capital. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amount or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.





Recent Developments


Consequently, the COVID-19 pandemic may adversely affect the Company's business operations, financial condition and operating results for 2023, including but not limited to material negative impact to the Company's total revenues, production capability, ability to conduct marketing and sales, and slower collection of accounts receivables. We are able to maintain certain income from previous existing orders and finished products, however, we believe the effect of the COVID-19 pandemic will be most significant in our raw material purchasing and our sales. Due to the effect of the global COVID-19 pandemic, we expect the sourcing and availability of stevia raw material will have increased difficulties and costs for fiscal 2023.

We are monitoring the global outbreak and spread of COVID-19 and taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business posed by its spread and the governmental and community reactions thereto. We continue to assess and update our business continuity plans in the context of this pandemic, including taking steps in an effort to help keep our workforces healthy and safe. We are also working with our suppliers to understand the existing and future negative impacts, and to take actions in an effort to mitigate such impacts. Due to the speed with which the COVID-19 pandemic is developing, the global breadth of its spread and the range of governmental and community reactions thereto, there is uncertainty around its duration and ultimate impact; therefore, any negative impact on our overall financial and operating results (including without limitation our liquidity) cannot be reasonably estimated at this time, but the pandemic could lead to extended disruption of economic activity and the impact on our financial and operating results.





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OUR PERFORMANCE

Our revenues totaled approximately $7,710,000 during the three months ended July 31, 2022, an increase of 23.0%, as compared with the same period in 2021, and our gross margin increased to 15.0% from 14.1%. Our total operating expenses in the three months ended July 31, 2022 increased by approximately $93,000, or 8.1% compared to the same period in 2021 primarily due to an increase of approximately $31,000, or 8.3% in selling expense and an increase of approximately $80,000, or 22.4% in research and development expenses, offset by a decrease of approximately $18,000, or 4.3% in general and administrative expense. Our net loss for the three months ended July 31, 2022 was approximately $194,000, compared to a net loss $750,000 in the same period in fiscal 2022.

While we have broadened our stevia product offerings to include a number of higher quality stevia grades needed in new product formulations we are developing to introduce to the U.S. and European food and beverage industry, the demand for higher grade stevia products has yet to materialize to the degree we had anticipated, and we hope that our sales volume in higher grade stevia products will increase in fiscal 2023 as demand resumes and increases after the effects of the global pandemic. Stevia has become more widely accepted by the food industry and many new stevia manufacturers have entered this industry in the past few years; recently we have introduced a new product line. We are now focusing on new types of stevia products, including tablets, liquid, High A products, and others. We expect to consistently increase our sales of our new products; however, we cannot quantify this increase and its effects on future periods.





Our Outlook



We believe that there are significant opportunities for worldwide growth in our Stevioside segment, not only in the U.S. and EU markets but also in our domestic market. For the fiscal year ended April 30, 2023 and beyond, we will continue to focus on our core business of producing and selling stevioside series products.

Currently there is a world-wide movement of lowering sugar intake, and more and more consumers are becoming aware of the health benefits associated with reduction of sugar intake. According to research data, 40% of Chinese consumers stated that they "will not mind paying more for food and beverages with more natural ingredients" and 80% of the interview consumers express a goal of "having a healthier diet". We believe that, in this search of a more natural and healthy diet and lifestyle, natural sweeteners such as stevia will become the mainstream sweetener in the food and beverage markets.

Some of the recent favorable observations related to the stevia markets include:





       -   Chinese domestic food and beverages, particularly herbal tea
           manufacturers and the pharmaceutical industry, have increased the use
           of steviosides, and new health awareness trends have also resulted in
           some new governing laws supporting the growth of this industry;
       -   Southeast and South Asia have renewed and increased their interest in
           stevia, particularly high grade stevia;
       -   New global product launches mentioning stevia have increased 13% per
           year on average from 2014 to 2018; and
       -   Stevia has been growing in popularity in the last 10 years throughout
           all the global markets.



Meanwhile, we are also facing challenges in competitive pricing and raw materials for the fiscal years ended April 30, 2023 and 2022, as well as negative impact from the global COVID-19 pandemic. During the fiscal years ended April 30, 2022, the market prices of stevioside products continue to be impacted by strong price competition among Chinese manufacturers. With this being a product gaining large market shares in China, in the recent years we have seen many competitors entering the market. These new competitors use lower pricing as their effort to gain market share as they initially entering the market, thus driving down the average prices for stevia products. We expect the pressure from pricing competition to continue in fiscal 2023. We anticipate the price of stevia leaves, the raw material used to produce our stevioside series products, will also continue to increase in fiscal 2023 since the demand for raw material may increase as the market grows, while the production of the raw material experiences negative impact due to the global pandemic.

We intend to make adjustments internally in order to better operate in this market; our goal is to increase sales and develop new client bases through our marketing effort, decrease our production expenses while maintaining the stability and quality of our products, and decrease our overall expenditures. We believe while there are challenges and risks in this market, our high quality high grade product and the formulations developed by our internal research and development team differentiates us from other competitors and our efforts will lead to sustainable growth in the future.





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RESULTS OF OPERATIONS

The following table summarizes our results from operations for the three month periods ended July 31, 2022 and 2021. The percentages represent each line item as a percent of revenues:





                        For the Three Months ended July 31, 2022
                            Stevioside        Corporate and Other      Consolidated
Revenues               $7,607,323  100.0%    $102,580    100.0%    $7,709,903  100.0%
Cost of goods sold     6,512,095   85.6%     41,770      40.7%     6,553,865   85.0%
Gross profit           1,095,228   14.4%     60,810      59.3%     1,156,038   15.0%
Selling expenses       399,467     5.3%      -           -         399,467     5.2%
General and
administrative
expenses               396,884     5.2%      30          -         396,914     5.1%
Research and
development expenses   435,568     5.7%      -           -         435,568     5.6%
(Loss) income from
operations             (136,691)   (1.8)%    60,780      59.3%     (75,911)    (1.0)%
Other expenses         (118,240)   (1.6)%    -           -         (118,240)   (1.5)%
(Loss) income from
continuing operations
before income taxes    $(254,931)  (3.4)%    $60,780     59.3%     $(194,151)  (2.5)%




                       For the Three Months ended July 31, 2021
                            Stevioside        Corporate and Other      Consolidated
Revenues               $6,161,678  100.0%    $106,782    100.0%    $6,268,460  100.0%
Cost of goods sold     5,340,969   86.7%     44,662      41.8%     5,385,631   85.9%
Gross profit           820,709     13.3%     62,120      58.2%     882,829     14.1%
Selling expenses       368,812     6.0%      -           -         368,812     5.9%
General and
administrative
expenses               414,643     6.7%      -           -         414,643     6.6%
Research and
development expenses   355,713     5.8%      -           -         355,713     5.7%
(Loss) income from
operations             (318,459)   (5.2)%    62,120      58.2%     (256,339)   (4.1)%
Other expenses         (493,778)   (8.0)%    -           -         (493,778)   (7.9)%
(Loss) income from
continuing operations
before income taxes    $(812,237)  (13.2)%   $62,120     58.2%     $(750,117)  (12.0)%




Revenues


Total revenues in the three months ended July 31, 2022 increased by approximately 23.0%, as compared to the same period in 2021. Stevioside revenues, which accounts for 98.7% and 98.3% of our total revenues in the three months ended July 31, 2022 and 2021, respectively, increased by approximately 23.5%, primarily due to an increasing demand from both domestic and overseas markets as the industries recover from the COVID-19 pandemic. We sold 264 metric tons and 214 metric tons of stevioside for the three months ended July 31, 2022 and 2021, respectively,

Our products including enzyme treated stevia have been well accepted by the market, especially in the U.S.. We generated approximately $3,014,000 and $1,690,000 in revenue from producing over 93 metric tons and 55 metric tons of the customized orders for restructuring by enzyme based on our Stevioside products which accounted for approximately 37% and 28% of our total revenues of Sativoside segment in the three months ended July 31, 2022 and 2021, respectively.

Our unit sale price fluctuated from month to month in the three months ended July 31, 2022, which was mainly affected by the market environment; the average unit sales price of our stevia products has decreased because of our effort to stay ahead of competition and to gain market share for the three months ended July 31, 2022, as compared to the same period in 2021. We are facing challenges in competitive pricing and sourcing of raw materials, and the market prices of stevioside products were impacted by strong price competition among Chinese manufacturers. We also anticipate the price of stevia leaves, the raw material used to produce our stevioside series products, to continue to increase in the near future. With the restructuring of our product line, we also continue to increase the sales of our low grade stevia products. In the three months ended July 31, 2022, some of our stevia products, such as A3-98, A3-97, A3-95, A3-90, and A3-80, were sold for a loss in order to avoid further losses resulting from spoilage of overstocked inventory.





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Cost of Revenues and Gross Margin

Cost of revenues includes the cost of raw materials, labor, depreciation, and other fixed and variable overhead costs. Cost of revenues in the three months ended July 31, 2022 increased by 21.7%, compared to the same period in 2021. Cost of revenues as a percentage of revenues decreased from 85.9% to 85.0% during the three months ended July 31, 2022 compared to the same period in 2021. Gross margin in Stevioside segment increased from 13.3% to 14.4% for the three months ended by July 31, 2021, compared the same period in 2021. Our consolidated gross margin for the three months ended by July 31, 2022 was 15.0%, as compared to 14.1% in the same period in 2021, which was primarily due to a reduction of the higher production costs we experienced during the height of the pandemic and that we were able to sell more of our overstocked inventories from 2021.

We believe the effect of the COVID-19 pandemic is the most significant in our raw material purchasing and our sales. Due to the effect of the global COVID-19 pandemic, we expect the sourcing and availability of stevia raw material will have increased difficulties and costs for fiscal 2023. February to March is normally the nursing period for stevia plants; as a result of COVID-19 related gathering laws, farmers are not able to have the same amount of nursery workers as previous years, resulting in a decrease of stevia plants, and relevant safety measures also resulted in an increase of general planting costs. We expect this to cause a shortage of stevia leaves harvest this year and along with the effect of the rain seasons, we expect to see an increase in our cost of raw material. After we resumed production, the effect of the COVID-19 pandemic on transportation has also made it difficult for us to efficiently procure our raw materials.





Selling Expenses



For the three months ended July 31, 2022, we had an increase of approximately $31,000, or 8.3% in selling expenses, as compared to the same period in 2021. The increase was primarily due to the approximately $56,000 increase in local sales taxes, $8,000 increase in commission expenses, $21,000 increase in salary and $4,000 increase in shipping and freight, offset by $24,000 decrease in office expenses, $14,000 decrease in promotion and marketing expenses and $20,000 decrease in travel expense in the three months ended July 31, 2022.

General and Administrative Expenses

Our general and administrative expenses for the three months ended July 31, 2022 decreased by approximately $18,000, or 4.3% from the same period in 2021. The decrease was primarily due to a decrease of approximately $14,000 in repairs and maintenance fees, $37,000 decrease in service and consulting fee, $5,000 decrease in hospitality expenses and $25,000 decrease in miscellaneous expense, offset by an increase of approximately $7,000 in depreciation and amortization expenses, $12,000 increase in office expenses, $9,000 increase in safety production fund, $6,000 increase in auto expenses and $29,000 increase in auditing fees.

Research and Development Expenses

For the three months ended July 31, 2022, our research and development expenses amounted to approximately $436,000, as compared to $356,000 for the same period in 2021. The increase of $80,000 was primarily due to the increase in spending for third party technical consulting fees in the three months ended July 31, 2022.





 Other Income (Expenses)



For the three months ended July 31, 2022, other expense, net of other income, amounted to approximately $118,000, a decrease of $376,000 as compared to the other expense, net of other income, amounted to approximately $494,000 for the three months ended July 31, 2021. The decrease of other expenses was primarily attributable to a decrease in other expenses of $438,000 attributable to a loss on disposition of property and equipment in the three months ended July 31, 2022, offset by a decrease of $1,000 in interest income and an increase of $61,000 in interest expense to third parties.





Net Loss


As a result of the foregoing, our loss was $194,000 for the three months ended July 31, 2022, as compared with loss from continuing operations of $750,000 for the three months ended July 31, 2021, a change of $556,000, or 74.1%. The decrease in net loss was primarily due to increased gross profit and decreased other expenses, offset by increased operating expenses in the three months ended July 31, 2022, compared to the three months ended July 31, 2021.





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Net Loss Attributable to Sunwin Sunwin Stevia International, Inc.

Our net loss attributable to Sunwin Sunwin Stevia International, Inc. in the three months ended July 31, 2022 was approximately $121,000, or $(0.00) per share (basic and diluted), compared to $460,000, or $(0.00) per share (basic and diluted), in the three months ended July 31, 2021.

Net Loss Attributable to Noncontrolling Interest

Noncontrolling interest represents the ownership interests an individual investor and Shangdong Yulong Mining Group Co., Ltd. ("Yulong") hold in Qufu Shengren. The amount recorded as noncontrolling interest in our unaudited condensed consolidated statements of loss and comprehensive loss is computed by multiplying the after-tax loss by 38.7%, the percentage ownership in Qufu Shengren not directly attributable to us. Net loss attributable to noncontrolling interest amounted to $73,000 and $290,000 for the three months ended July 31, 2022 and 2021.

Foreign Currency Translation Gain

The functional currency of our subsidiaries and variable interest entities operating in the PRC is the Chinese Yuan or Renminbi ("RMB"). The financial statements of our subsidiaries are translated to U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange (for the period) for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange translations are included in the Comprehensive loss on the unaudited condensed consolidated statements of operations and comprehensive loss. As a result of foreign currency translations, which are a non-cash adjustment, we reported a foreign currency translation loss of $48,000 and gain of $10,000 for the three months ended July 31, 2022 and 2021, respectively. These non-cash loss and gain had the effect of our reported comprehensive loss.





                        LIQUIDITY AND CAPITAL RESOURCES


Liquidity is the ability of a company to generate sufficient cash to meet its operational cash requirements.

On July 31, 2022, we had working capital deficit of approximately $5,748,000, including cash of approximately $943,000, as compared to working deficit of $5,949,000, including cash of approximately $321,000 at April 30, 2022. The approximate $622,000 increase in our cash at July 31, 2022 from April 30, 2022 is primarily attributable to net cash provided by operating activities of approximately $1,035,000, offset by net cash used in investing activities of approximately $56,000, net cash used in financing activities of approximately $348,000 and effect of exchange rate on cash of $9,000 during the three months ended July 31, 2022. The Company's cash balance and revenues generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the date of this report. These factors raise doubt as to the ability of the Company to continue as a going concern. Management's plans include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through debt and equity financings, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. Management intends to make every effort to improve its current sales force as to further develop and expand the international markets for its new products as well as continuing with the current sources of funds to meet working capital needs on as needed basis. There can be no assurance that these plans and arrangements will be successful.

The COVID-19 Pandemic. On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical areas in China in which the Company operates. Consequently, the COVID-19 pandemic may adversely affect the Company's business operations, financial condition and operating results for 2022 and 2023, including but not limited to material negative impact to the Company's total revenues, slower collection of accounts receivables and significant impairment to the Company's equity investments. Due to the high uncertainty of the evolving situation, the Company has limited visibility on the full impact brought upon by the COVID-19 pandemic and the related financial impact cannot be estimated at this time.





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Capital Resources

The following table provides certain selected balance sheets comparisons as of July 31, 2022 and April 30, 2022:





                       July 31, 2022   April 30, 2022  Increase (Decrease)      %

Cash and cash
equivalents           $942,782         $321,193        $621,589            193.5%
Accounts receivable,
net                   9,661,191        7,404,669       2,256,522           30.5%
Inventories, net      5,118,711        5,564,044       (445,333)           (8.0)%
Prepaid expenses and
other current assets  2,214,165        2,765,819       (551,654)           (19.9)%
Total current assets  17,936,849       16,055,725      1,881,124           11.7%
Property and
equipment, net        7,045,606        7,485,733       (440,127)           (5.9)%
Land use rights       1,891,995        1,950,204       (58,209)            (3.0)%
Total assets          $26,874,450      $25,491,662     $1,382,788          5.4%

Accounts payable and
accrued expenses      $14,315,173      $12,215,238     $2,099,935          17.2%
Short-term loans      4,589,025        4,907,506       (318,481)           (6.5)%
Due to related
parties               4,781,048        4,882,162       (101,114)           (2.1)%
Total current
liabilities           23,685,246       22,004,906      1,680,340           7.6%
Total liabilities     $23,685,246      $22,004,906     $1,680,340          7.6%



We maintain cash and cash equivalents in China and United States. On July 31, 2022 and April 30, 2022, bank deposits were as follows:





Country       July 31, 2022 April 30, 2022
United States $18,578       $18,033
China         924,204       303,160
Total         $942,782      $321,193

The majority of our cash balances on July 31, 2022 are in the form of RMB stored in a bank account in China. Cash held in banks in the PRC is not insured. The value of cash on deposit in mainland China of approximately $924,000 as of July 31, 2022 has been converted based on the exchange rate as of July 31, 2022. In 1996, the Chinese government introduced regulations, which relaxed restrictions on the conversion of the RMB; however, restrictions still remain, including but not limited to restrictions on foreign invested entities. Foreign invested entities may only buy, sell or remit foreign currencies after providing valid commercial documents at only those banks authorized to conduct foreign exchanges. Furthermore, the conversion of RMB for capital account items, including direct investments and loans, is subject to PRC government approval. Chinese entities are required to establish and maintain separate foreign exchange accounts for capital account items. We cannot be certain Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB, especially with respect to foreign exchange transactions. Accordingly, cash on deposit in banks in the PRC is not readily deployable by us for use outside of China.

Accounts receivable, net of allowance for doubtful accounts increased by approximately $2,257,000 during the three months ended July 31, 2022, as a result of the increase in sales of product sold as of July 31, 2022. The days for sales outstanding in accounts receivable increased to 101 days as of July 31, 2022, as compared to 20 days as of April 30, 2022. We will reevaluate and categorize accounts receivable for sales and will target to improve our collection effort in fiscal 2023.

Inventories on July 31, 2022, net of reserve for obsolescence, totaled approximately $5,119,000, as compared to $5,564,000 as of April 30, 2022. The decrease is primarily due to our increase in higher sales volume during the three months ended July 31, 2022. However, due to the COVID-19 pandemic, there has been minimal disruption in our supply chain network of certain raw materials. We are not able to purchase enough leaves of the stevia to meet our anticipated upcoming increase in demands





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Our accounts payable and accrued expenses were approximately $14,315,000 on July 31, 2022, an increase of approximately $2,100,000 from April 30, 2022. The increase is primarily due to our increase in procurements of raw material as a result of the rising sales of such materials during the three months ended July 31, 2022.

Loans payable on July 31, 2022 and April 30, 2022 totaled approximately $4,589,000 and $4,908,000, respectively. These loans payable consisted of short-term loans from multiple non-related individuals, which bear annual interest rates of 4% - 12%. Range of maturity dates of the loans payable was from September 1, 2022 to July 27, 2023. During the three months ended July 31, 2022, the Company repaid loans in amount of approximately $349,000 in cash.

Due to related parties on July 31, 2022 and April 30, 2022 totaled approximately $4,781,000 and $4,882,000, respectively. As of July 31, 2022, the balance we owed Pharmaceutical Corporation and Mr. Weidong Chai, a management member of Qufu Shengren Pharmaceutical Co., Ltd., approximately amounted to $4,542,000 and $239,000, respectively. On April 30, 2022, the balance we owed to Pharmaceutical Corporation and Export and Mr. Weidong Chai approximately amounted to $4,646,000 and $236,000, respectively.





Cash Flows Analysis


NET CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES:

Net cash provided by operating activities was approximately $1,035,000 for the three months ended July 31, 2022, primarily due to adjusted by non-cash working capital, depreciation and amortization expenses of $333,000, impairment on obsolete inventories of $78,000 and loss on disposition of property and equipment of $5,000. Changes in operating assets and liabilities include a decrease of approximately $246,000 in inventories, a decrease of approximately $493,000 in prepaid expenses and other current assets, an increase in accounts payable and accrued expenses of approximately $2,249,000, and an increase of approximately $257,000 in taxes payable, offset an increase of approximately $2,431,000 in accounts receivable and note receivable and a net loss of approximately $194,000.

Net cash used in operating activities was approximately $1,831,000 for the three months ended July 31, 2021, primarily due to a net loss of approximately $750,000 adjusted by non-cash working capital, depreciation expense of $384,000, provision for obsolete inventories of $188,000 and loss on disposition of property and equipment of $395,000. Changes in operating assets and liabilities include an increase of approximately $339,000 in accounts receivable and note receivable from a third party, an increase of approximately $953,000 in accounts receivable - related party, an increase of approximately $1,436,000 in prepaid expenses and other current assets, a decrease in accounts payable and accrued expenses of approximately $129,000 and a decrease of approximately $1,000 in taxes payable, offset by a decrease of approximately $809,000 in inventories.

NET CASH FLOW USED IN INVESTING ACTIVITIES:

Net cash used in investing activities from operations amounted to approximately $56,000 during the three months ended July 31, 2022 due to capital expenditures for property and equipment.

Net cash used in investing activities from operations amounted to approximately $2,058,000 during the three months ended July 31, 2021 due to capital expenditures for property and equipment of approximately $1,000 and land use rights of approximately $2,057,000.

NET CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES:

Net cash used in financing activities from operations amounted to approximately $348,000 in the three months ended July 31, 2022, primarily due to repayments for short term loans in a total amount of $349,000 and repayment of related party advances of approximately $ 1,000, offset by advances received from related parties of approximately $2,000.

Net cash provided by financing activities from operations amounted to approximately $2,984,000 in the three months ended July 31, 2021, primarily due to proceeds from short term loans in a total amount of $1,195,000 and advances received from related parties of approximately $5,266,000, offset by repayment of related party advances of approximately $ 3,476,000.





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Off Balance Sheet Arrangements

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us as a party, under which we have:





  -    Any obligation under certain guarantee contracts,
  -    Any retained or contingent interest in assets transferred to an
       unconsolidated entity or similar arrangement that serves as credit,
       liquidity or market risk support to that entity for such assets,
  -    Any obligation under a contract that would be accounted for as a derivative
       instrument, except that it is both indexed to our stock and classified in
       stockholder's equity in our statement of financial position, and
  -    Any obligation arising out of a material variable interest held by us in an
       unconsolidated entity that provides financing, liquidity, market risk or
       credit risk support to us, or engages in leasing, hedging or research and
       development services with us.



We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with accepted accounting principles generally accepted in the U.S. ("U.S. GAAP").

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our unaudited condensed consolidated financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.

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