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 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. 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.
30 | Page
PART II. OTHER INFORMATION
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.