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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-02-02 · 133 added, 62 removed, 41 unchanged (83% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

The Company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) 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 assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2020.

Based on that evaluation, 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.

Management s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).

The Company s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company is responsible for establishing and maintaining

a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) 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 assessment was conducted with the participation

of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls

and procedures as of November 30, 2021.

Based on that evaluation, 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.

Management’s Report on Internal Control over

Financial Reporting

Management is responsible for establishing and maintaining

adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).

The Company’s internal control over

financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company s internal control over financial reporting as of November 30, 2020, using the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company s annual or interim financial statements will not be prevented or detected on a timely basis.

In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2020, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

We do not have an Audit Committee While not being legally obligated to have an audit committee, it is the management s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company s financial statements.

Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management s activities.

We did not maintain appropriate cash controls As of November 30, 2020, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company s bank accounts.

Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts.

We did not implement appropriate information technology controls As at November 30, 2020, the Company retains copies of all financial data and material agreements;

however, there is no formal procedure or evidence of normal backup of the Company s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 2020 based on criteria established in Internal Control- Integrated Framework issued by COSO.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation

of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness

of the Company’s internal control over financial reporting as of November 30, 2021, using the criteria established in “Internal

Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").

A material weakness is a deficiency, or combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In its assessment of

the effectiveness of internal control over financial reporting as of November 30, 2021, the Company determined that there were control

deficiencies that constituted material weaknesses, as described below.

We do not have an Audit Committee – While not being legally obligated to have an audit committee,

it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control

over the Company’s financial statements.

Currently the Board of Directors acts in the

capacity of the Audit Committee, and does

not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

We did not maintain appropriate cash controls – As of November 30, 2021, the Company has not maintained

sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions,

and did not require dual signatures on the Company’s bank accounts.

Alternatively, the effects of poor cash controls were mitigated

by the fact that the Company had limited transactions in its bank accounts.

We did not implement appropriate information technology controls – As at November 30, 2021, the

Company retains copies of all financial data and material agreements;

however, there is no formal procedure or evidence of normal backup

of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control

deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not

be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above,

management has concluded that the Company did not maintain effective internal control over financial reporting as of November 31, 2021

based on criteria established in Internal Control- Integrated Framework issued by COSO.

Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting occurred during the year ended November 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over

financial reporting occurred during the year ended November 30, 2021, that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

Other Information.

Directors, Executive Officers, Promoters and Control Persons of the Company

Directors, Executive Officers, Promoters

and Control Persons of the Company

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officer's and director's and their respective ages are as follows:

Our executive officer's and director's and their respective

ages are as follows:

Ioanna Kallidou

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Set forth below is a brief description of the background

and business experience of our executive officers and directors for the past five years.

IOANNA KALLIDOU

Ioanna Kallidou has acted as our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors since our incorporation on June 12, 2018.

Ioanna Kallidou has acted as our President, Chief

Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors

since our incorporation on June 12, 2018.

She is a graduate of the University of Nicosia with Bachelor's degree of Business Administration:

Management (2010-2014) and distance Learned of Management Information Systems courses under the University of Nicosia (October 2013-June 2016).

Since April 2016 to the incorporation date (April 2016-June 2018), Ms.

Management and distance Learned of Management Information Systems courses under the University of Nicosia.

Since April 2016 to the incorporation

date (April 2016-June 2018), Ms.

Kallidou has been a junior software engineer at Crowares Inc.

Her responsibilities were the following:

clearly and regularly communicate with management and technical support colleagues, maintain and improve the performance of existing software, develop and implement new software programs, design and update software database and test the software products to ensure strong functionality and optimization.

Kallidou has the following skills:

modifying existing software to detecting and correcting an errors, improving performance, and upgrading interfaces;

consultation with clients regularly regarding projects, proposals, and technical issues that arise during the development process;

reports preparation on specifications and activities for each project;

well collaboration with other team members to determine the best design specifications and details.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, and she does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market).

The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us.

In addition, our board of directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.

Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us with regard to our director's business and personal activities and relationships as they may relate to our management and us.

Our board of directors is currently composed of one

member, and she does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global

Market (the Company has no plans to list on the NASDAQ Global Market).

The NASDAQ independence definition includes a series of objective

tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director,

nor any of her family members has engaged in various types of business dealings with us.

In addition, our board of directors has not made a

subjective determination as to our director that no relationships exist which, in the opinion of our board of directors, would interfere

with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is

required by the NASDAQ rules.

Had our board of directors made these determinations, our board of directors would have reviewed and discussed

information provided by directors and us with regard to our director's business and personal activities and relationships as they may

relate to our management and us.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

No director, executive officer, significant employee or control person

of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Executive Compensation

EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years November 30, 2020 and 2019:

The following table sets forth information regarding

each element of compensation that we paid or awarded to our named executive officers for fiscal years November 30, 2021 and 2020:

Incentive Plan

Ioanna Kallidou, President

Our sole officer and director has not received monetary compensation since our inception to the date of this prospectus.

We currently do not pay any compensation to any officer or any member of our board of directors.

Our sole officer and director has not received monetary

compensation since our inception to the date of this prospectus.

We currently do not pay any compensation to any officer or any member

of our board of directors.

EMPLOYMENT AGREEMENTS

The Company is not a party to any employment agreement and has no compensation agreement with any officer or director.

The Company is not a party to any employment agreement

and has no compensation agreement with any officer or director.

DIRECTOR COMPENSATION

The following table sets forth director compensation as of November 30, 2020 and 2019:

The following table sets forth director compensation

as of November 30, 2021 and 2020:

Earned or Paid in Cash

1 unchanged sentence

Ioanna Kallidou, President

We have not compensated our directors for their service on our Board of Directors since our inception.

There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock;

We have not compensated our directors for their service

on our Board of Directors since our inception.

There are no arrangements pursuant to which directors will be compensated in the future

for any services provided as a director.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The following table lists, as of the date of this

prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our

Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each officer and director of our Company;

and (iii) all officers and directors as a group.

Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission.

Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of

the security, or investment power, which includes the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.

Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 4,654,200 shares of our common stock issued and outstanding as of the date of this prospectus.

We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

(iii) all officers and directors as a group.

Information relating to beneficial ownership of common stock by our principal shareholders

and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the

Securities and Exchange Commission.

Under these rules, a person is deemed to be a beneficial owner of a security if that person has or

shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power

to vote or direct the voting of the security.

The person is also deemed to be a beneficial owner of any security of which that person

has a right to acquire beneficial ownership within 60 days.

Under the Securities and Exchange Commission rules,

more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner

of securities as to which he or she may not have any pecuniary beneficial interest.

Except as noted below, each person has sole voting

and investment power.

The percentages below are calculated based on 5,092,023

shares of our common stock issued and outstanding as of the date of this prospectus.

We do not have any outstanding warrant, options or

other securities exercisable for or convertible into shares of our common stock.

Title of class

4 unchanged sentences

Certain Relationships and Related Transactions

Kallidou is considered to be a promoter, and currently is the only promoter, of Inky, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.

On November 29, 2018 the Company issued 4,000,000 shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.

As of November 30, 2020, Ioanna Kallidou has loaned us $27,545.

Kallidou is considered to be a promoter, and currently

is the only promoter, of Inky, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act

On November 29, 2018 the Company issued 4,000,000

shares of common stock to a director for cash proceeds of $4,000 at $0.001 per share.

As of November 30, 2021, Ioanna Kallidou has loaned

The loan does not have any term, carries no interest and is not secured.

Principal Accountant Fees and Services

The following table sets forth the fees billed to our company for the years ended November 30, 2020 and 2019 for professional services rendered by Heaton & Company, PLLC, the independent auditor, and KSP Group, Inc., the former independent auditor:

The following table sets forth the fees billed to

our company for the years ended November 30, 2021 and 2020 for professional services rendered by Heaton & Company, PLLC, the independent

auditor, and KSP Group, Inc., the former independent auditor:

Audit Related Fees

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

February 28, 2022

6 unchanged sentences

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-K

Item 9A. Controls and Procedures