Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
Our
Management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-14(a)(e)
and 15d-14(a) under the Exchange Act) that is 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 appropriate to allow timely decisions regarding required disclosure.
An
evaluation was conducted under the supervision and with the participation of our Management of the effectiveness of the design and operation
of our disclosure controls and procedures as of November 30, 2022. Based on our Management’s evaluation under the framework in
Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, 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.
A
material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a
material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. In connection
with the assessment described above, Management identified the following control deficiencies that represent material weaknesses at November
30, 2022:
●
Due to our
limited resources, we do not have enough accounting personnel with extensive experience in maintaining books and records and preparing
financial statements in accordance with U.S. GAAP which could lead to untimely identification and resolution of accounting matters
inherent in our financial transactions in accordance with U.S. GAAP.
●
The Company has insufficient
written policies and procedures for accounting and financial reporting, which led to inadequate financial statement closing process.
●
The
Company has a lack of segregation of duties, a lack of audit committee or independent governance/oversight.
Changes
in Internal Controls over Financial Reporting
There
have been no changes in the Company’s internal control over financial reporting during the three months period covered by this
Quarterly Report that have materially affected, or are reasonably likely to materially affect the Company’s internal control over
financial reporting.
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PART
II. OTHER INFORMATION
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