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