What changed in this filing

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Item 4. Controls and Procedures

2024-07-15 compared with 2024-01-16 · 32 added, 28 removed, 3 unchanged (95% of the section changed)

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 November 30, 2023.

that evaluation, our principal executive officer and principal financial officer concluded that, as of November 30, 2023, 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.

As of November 30, 2023, 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.

Report on Internal Control over Financial Reporting

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, 2024.

Based upon that evaluation, our principal executive officer and principal financial officer concluded

that, as of May 31, 2024, 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.

of May 31, 2024, 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.

As of November 30, 2023, 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.

PART II — OTHER INFORMATION

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.

of May 31, 2024, 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.

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.

II — OTHER INFORMATION

LEGAL PROCEEDINGS

This item is not applicable to smaller reporting companies.

item is not applicable to smaller reporting companies.

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