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 November 30, 2025. Based upon that evaluation, our principal executive officer and principal financial officer concluded
that, as of November 30, 2025, 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 November 30, 2025, 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 November 30, 2025, 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.
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Table of Contents
PART
II — OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
None.
ITEM
1A. RISK FACTORS
This
item is not applicable to smaller reporting companies.
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.