What changed in this filing

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Item 4. Controls and Procedures

2026-01-13 compared with 2025-07-11 · 54 added, 29 removed, 2 unchanged (98% of the section changed)

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.

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 May 31, 2025.

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 as at May 31, 2025:

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.

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

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.

Controls and Procedures

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.

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, 2024.

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.

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 as at November 30 , 2024:

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.

which could lead to untimely identification and resolution of accounting matters inherent in our financial transactions in accordance

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.

Company has initiated to implement measures to strengthen its internal control framework, including:

Company has engaged experienced U.S.

GAAP consultants to assist with technical accounting matters, SEC reporting requirements, and the

review of financial statements.

In addition, management is enhancing the technical capabilities of the Accounting and Finance Team through

targeted U.S.

GAAP training, professional development programs, and knowledge-sharing initiatives.

The Company is also in the process

of recruiting qualified accounting and finance personnel with relevant experience to strengthen financial reporting and compliance capabilities.

Company is developing a comprehensive accounting and financial reporting policy and procedure manual.

This manual is intended to document

financial statement preparation, review, approval, and reporting processes.

Management is also enhancing internal control activities

over the financial statement close process and providing training to ensure appropriate implementation and consistent application of

the policies.

The manual will be reviewed and updated periodically to reflect changes in applicable accounting standards, regulatory

requirements, and internal practices.

Company plans to establish an Audit Committee, Compensation Committee, and Nomination Committee upon uplisting to enhance corporate governance

and oversight.

Management is reviewing and clarifying roles and responsibilities within the finance function and implementing an authorization

matrix to improve segregation of duties over financial transactions.

The Company also plans to recruit additional qualified personnel

and is considering establishing an internal audit function, either internally or through outsourcing, to strengthen monitoring controls.

in Internal Controls over Financial Reporting

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.

OTHER INFORMATION

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