Item 4. Controls and Procedures
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures: Our management carried out an evaluation of the effectiveness and design and operation of
our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer has concluded that, at May 31, 2023, such disclosure
controls and procedures were not effective.
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated
to management including our Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as
appropriate, to allow timely decisions regarding required disclosure.
Limitations
on the Effectiveness of Controls: Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance
that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer
has concluded, based on their evaluation as of the end of the period covered by this Quarterly Report that our disclosure controls and
procedures were not sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were
met.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal controls over financial reporting that occurred during the period ended May 31, 2023, that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In
our annual report for the year ended November 30, 2022, we identified the following material weaknesses which are still applicable:
●
We
do not have an audit committee
●
We
did not implement appropriate information technology controls
Management
plans to address these material weaknesses in the coming quarters.
In
our annual report for the year ended November 30, 2022, we identified the following material weaknesses which are no longer applicable:
●
We
did not maintain appropriate cash controls – the handling of cash and accounting functions have been segregated and bills require
management approval prior to payment.
●
The
Company lacks segregation of duties – beginning in May 2023, the Company began to improve internal controls by hiring additional
resources to ensure appropriate review and oversight.
13
Table of Contents
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors.
We
are a smaller reporting company and, therefore, we are not required to provide information required by this item.
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.