Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Management’s Report on Internal Control over Financial Reporting
We carried out an evaluation, under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 31, 2021. Based upon that evaluation, our principal executive officer
and principal financial officer concluded that, as of May 31, 2021, our disclosure controls and procedures were not effective to ensure
that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the required time periods and is accumulated and communicated to our management, including our principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
1.
As of May 31, 2021, we did not maintain effective controls over our control environment. Specifically,
we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent
practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee
financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across
the organization, management has determined that these circumstances constitute a material weakness.
2.
As of May 31, 2021, we did not maintain effective controls over financial statement disclosure.
Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial
statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.
Our management, including our principal executive officer and principal financial officer,
do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. 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. 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. Due to 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, have been detected.
Change in Internal Controls over Financial Reporting
There was no change in our internal controls over financial reporting that occurred during
the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
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PART II — OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.