UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from __________ to __________
Commission file number
| (Exact name of registrant as specified in its charter) |
| 7371 | ||||
| (State or Other Jurisdiction of | (Primary Standard Industrial | (IRS Employer | ||
| Incorporation or Organization) | Classification Code Number) | Identification Number) |
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(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has
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this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | ||
| Accelerated filer | ☐ | Smaller reporting company | |
| ☒ | Emerging growth company |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: common shares issued and outstanding as of July 8, 2025.
KHEOBA CORP.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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PART 1 – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying interim financial statements of Kheoba Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
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KHEOBA CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
April 30, 2025 (Unaudited) | October 31, 2024 | |||||||
| ASSETS | ||||||||
| Cash on hand | $ | $ | ||||||
| Escrow | ||||||||
| Prepaid expenses | ||||||||
| Accounts Receivable | ||||||||
| Total current assets | ||||||||
| Right of Use Assets | ||||||||
| Software Development Costs, net | ||||||||
| Website Development Costs, net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable - related party | ||||||||
| Loan payable | ||||||||
| Related party loan | ||||||||
| Income tax payable | ||||||||
| Current portion of lease liability | ||||||||
| Total current liabilities | ||||||||
| Lease liability, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding at par | ||||||||
| Additional paid in capital | ||||||||
| Retained earnings (Accumulated deficit) | ( | ) | ||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
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KHEOBA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended April 30, 2025 (Unaudited) | Three months ended April 30, 2024 (Unaudited) | Six months ended April 30, 2025 (Unaudited) | Six months ended April 30, 2024 (Unaudited) | |||||||||||||
| REVENUES | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and Administrative Expenses | ||||||||||||||||
| Professional Fees | ||||||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||||||
| NET INCOME (LOSS) FROM OPERATIONS | ( | ) | ( | ) | ||||||||||||
| PROVISION FOR INCOME TAXES | ||||||||||||||||
| NET INCOME (LOSS) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| NET INCOME ( LOSS) PER SHARE: BASIC AND DILUTED | $ | $ | $ | $ | ||||||||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
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KHEOBA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Common Stock | Additional Paid-in | Deficit | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Accumulated | Equity | ||||||||||||||||
| Balance, October 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common shares issued for cash | ||||||||||||||||||||
| Net income for the quarter ended January 31, 2024 | – | |||||||||||||||||||
| Balance, January 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss for the quarter ended April 30, 2024 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, April 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance, October 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Debt forgiveness | – | |||||||||||||||||||
| Net loss for the quarter ended January 31, 2025 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, January 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income for the quarter ended April 30, 2025 | – | |||||||||||||||||||
| Balance, April 30, 2025 | $ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
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KHEOBA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six months ended | Six months ended | |||||||
April 30, 2025 (Unaudited) | April 30, 2024 (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile Net Income (Loss) to net cash provided by operations: | ||||||||
| Depreciation Expense | ||||||||
| Federal income taxes | ||||||||
| Deferred Revenue | ( | ) | ||||||
| Accounts Receivable | ( | ) | ||||||
| Prepaid Expenses | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Website Development Costs | ||||||||
| Software Development Costs | ( | ) | ||||||
| CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Advance from Director | ||||||||
| Related party loan | ( | ) | ||||||
| Loan Payable | ( | ) | ||||||
| Proceeds from the Sale of Common Stock | ||||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Net increase (decrease) in cash and equivalents | ( | ) | ||||||
| Cash and equivalents at beginning of the period | ||||||||
| Cash and equivalents at end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
Disclosure of Debt Forgiveness
During the reporting period, the Company entered into
an agreement with its former director, Mr. Gaga Gvenetadze, resulting in the forgiveness of debt totaling $
In accordance with U.S. GAAP, the total forgiven debt
of $
The accompanying notes are an integral part of these financial statements.
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KHEOBA CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED APRIL 30, 2025
(Unaudited)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Kheoba Corp. (“the Company,” “we,” “our”) was incorporated in the State of Nevada on July 27, 2021. We are a development-stage company focused on software development and the travel industry.
During the reporting period, the Company underwent significant organizational changes. These changes include the transition of directorship from Mr. Gaga Gvenetadze to Mr. Ka Miew Hon, and the associated adjustments in operational premises and commitments. This change did not affect our development-stage status or operational focus but introduced a new marketing strategy and administrative structure.
As part of its expansion strategy, the Company incorporated the following wholly-owned subsidiaries in 2025:
KHOB PTE. LTD., a private company limited by shares incorporated in Singapore on February 25, 2025, was established to support software development and facilitate regional market access in Southeast Asia, particularly through tailored platform solutions for the tourism industry and small and medium-sized enterprises (SMEs).
KHOB LIMITED, a private company limited by shares incorporated in Hong Kong on March 18, 2025, primarily serving as an Asia-Pacific administrative and operational hub.
Easy Smart Tech Limited, a private limited company incorporated in Hong Kong on April 29, 2025, established to support additional operational activities and strategic initiatives in the region.
The accompanying unaudited condensed consolidated financial statements include the accounts of Kheoba Corp. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
NOTE 2 – GOING CONCERN
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company
had retained earnings of $
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While this positive operating result indicates improved financial performance, the Company’s ability to continue as a going concern is dependent on its ability to sustain profitability, maintain adequate working capital, and secure additional financing if necessary to support its growth plans. The Company is attempting to commence operations and generate sufficient revenue. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. Management has evaluated the Company’s financial condition and its ability to continue as a going concern within one year after the date the financial statements are issued and has concluded that these conditions do not raise substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.
The Company’s year-end is October 31.
The financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results of operations for the six months ended April 30, 2025 are not necessarily indicative of the results to be expected for the year ending October 31, 2025.
Principle of consolidation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries (collectively the “Company”). The Company eliminates all significant intercompany balances and transactions in its audited consolidated financial statements.
The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.
Leases – Right-of-Use Assets and Lease Liabilities
The Company accounts for leases with a term greater than 12 months in accordance with ASC 842, Leases. These leases are classified as operating leases, and the Company presents right-of-use (“ROU”) assets and corresponding lease liabilities on its consolidated balance sheet under a single classification.
ROU assets represent the Company’s right to use an underlying asset during the lease term. Lease liabilities represent the Company’s obligation to make lease payments. At lease commencement, ROU assets and lease liabilities are measured based on the present value of future lease payments, discounted using the Company’s incremental borrowing rate. ROU assets are subsequently amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the underlying asset. Lease liabilities are reduced as lease payments are made and increased for interest expense recognized using the effective interest method.
In March 2025, the Company recognized ROU assets and
corresponding lease liabilities in connection with two separate operating lease arrangements—one for its wholly owned subsidiary
KHOB LIMITED in Hong Kong and another for KHOB PTE. LTD. in Singapore.
Website Development Costs
The Company amortizes these costs using the straight-line method over a period of three years, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
In May 2023 and January 2024, the Company capitalized
website development costs of $
During the Website Application and Infrastructure Development Stage, the Company relied on Codification 350-50-25-7, which states “Costs to obtain and register an internet domain shall be capitalized under Section 350-30-25”. Codification 350-50-25-6 states “Costs incurred to purchase software tools, or costs incurred during the application development stage for internally developed tools, shall be capitalized”.
Based on the above, the Company website costs are capitalized.
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Software Development Costs
The Company amortizes these costs using the straight-line method over a period of three years, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
In January 2024 the Company capitalized software development
costs of $
Fair Value of Financial Instruments
AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
| Level 1: | defined as observable inputs such as quoted prices in active markets; |
| Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Allowance for Credit Losses
The Company accounts for its accounts receivable in accordance with ASC 326, Financial Instruments – Credit Losses. Under this standard, the Company estimates expected credit losses over the life of its accounts receivable using a current expected credit loss (CECL) model. Management evaluates the collectibility of accounts receivable by considering factors such as historical collection experience, current economic conditions, customer creditworthiness, and other relevant factors.
Accounts receivable are written off when deemed uncollectible. Changes in the allowance for credit losses are recorded in the statements of operations as a component of general and administrative expenses.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from contracts with customers (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the considerations that the Company expects to receive in exchange for those goods.
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The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.
The Company derives revenues from selling tourism programs and certain modules of our Customer Relationship Management (CRM) Software (the “Software”).
Tourism Programs
At our company, customers pay us for our guided tours, which are thoughtfully designed to include tailored sightseeing, immersive local experiences, and a range of outdoor activities. We have curated a network of trusted providers who specialize in offering high-quality meals, comfortable accommodation, and convenient transportation. Customers have the flexibility to select and pay for these services directly with the respective providers, in addition to the tour fee they pay to our company.
The tour includes customized tourist attractions and viewpoints in the Caucasus Mountains region. The company can arrange comfortable accommodations for the duration of the tour, such as hotels or lodges situated in picturesque locations near the Caucasus Mountains. The company handles transportation logistics, including airport transfers and transportation between various destinations throughout the tour. As stated, the tour is guided, so the company provides experienced guides who are knowledgeable about the region’s history, culture, and natural beauty. The company organizes suitable activities for participants, taking into account their preferences and fitness levels.
The company can organize breakfast, lunch, and dinner at selected restaurants or provide packed meals for outdoor excursions, ensuring that participants have access to nourishing and delicious food. Our company provides customer support throughout the tour, addressing any concerns or issues that participants may have.
In determining the transaction price, we utilize various sources of information, including historical data, market conditions, contractual terms, customer-specific factors, and estimates of variable consideration, where applicable. These considerations enable us to make a reasonable estimate of the transaction price based on the information available at the time of revenue recognition. The transaction price is contractual. No other party can recognize revenue or issue refunds because the Kheoba director is the only party involved. Based on fair market price we allocate the transaction price as follows: 20% is planning/arranging, 30% is assistance and 50% is guide service.
The Company collects payment from customers before the service is provided. When deposits are collected before the service is provided, the Company recognizes deferred income until the customer signs the act of acceptance. The Our performance obligation to plan and arrange trip are met when we finished with planning and arranging for the customers. Our performance obligation to perform assistance during the tour if needed is met when the tour is over in case no assistance is requested. Our obligation to perform the guided tours is met when we finish the guided tour and indication that guided tour is finished is signed by customers the act of acceptance of our services. The company determines that the obligation for guided tour is satisfied when the customer signs the act of acceptance. We consider the signing of the act of acceptance as the point in time when promised services is transferred to the customer.
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CRM Software
We have CRM software comprising various components, modules, or blocks. Buyers might be interested in purchasing certain modules of our Software, to meet its business requirements. Task Report, Revenue Graph, My Deals by Milestones and Daily sales comparison modules were purchased on 10/26/2023.
Following the guidelines of the relevant accounting standards (ASC 606), we recognize revenue when we satisfy a performance obligation. In our case, this occurs at the point of product delivery or service completion.
The process begins with the issuance of an invoice to our client. This step signifies our formal request for payment for the services agreed upon or products to be delivered. Subsequent to issuing an invoice, we receive payment from the client. This step demonstrates the client’s commitment and willingness to pay for our services or products. The pivotal moment in our revenue recognition process is the delivery of the product or the completion of the service to our client. This is when we have fulfilled our performance obligation. The delivery marks the transfer of control of the software product or service from our company to the client, which is the critical event for revenue recognition.
For pricing our software, we start by understanding all costs involved (both direct and indirect) to ensure our pricing covers expenses and secures profitability. Additionally, we assess the value our software delivers to customers, focusing on the benefits and solutions it provides. We investigate competitor pricing and market expectations to inform our pricing strategy. We select a model that fits our product and market, such as flat rate, subscription, usage-based, or feature-based tiering.
Commission for Software Sales
The Company engages in commission-based software sales activities through a referral arrangement. Under the Commission Agreement entered into with M&D Innovation Technology Limited (“Developer”), the Company refers potential clients for software development services to the Developer in exchange for a referral commission.
A commission becomes payable when a referred client enters into a legally binding agreement with the Developer within six months of the referral and makes any payment under that agreement. The Company earns a referral commission equivalent to 50% of the gross revenue received by the Developer from the referred client, based on the total amount received under the initial engagement. The commission applies to milestone payments, scope expansions, and addenda to the original contract. Future unrelated engagements are excluded unless otherwise agreed in writing.
Following ASC 606, we recognize revenue when we satisfy a performance obligation, upon the Developer’s receipt of payment from the referred client and the Company’s entitlement to the commission is established. The Company recognizes commission income when it receives notice from the Developer confirming the payment from the referred client and the related commission amount due to the Company. This point marks the completion of our performance obligation in the referral arrangement.
The Company does not bear any responsibility for software delivery, client relationship management, or project execution beyond the initial referral. Accordingly, the Company accounts for referral commission revenue on a net basis.
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Segment Reporting
The following table presents the Company’s revenue disaggregated based on revenue source for the three and six months ended April 30, 2025 and 2024:
| Three Months Ended | Six Months Ended | |||||||||||||||
| April 30, | April 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Commission for software sales | $ | $ | $ | $ | ||||||||||||
| CRM Software | ||||||||||||||||
| Tourism Programs | ||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||
Revenue Concentration
The following is a summary of customers that represent greater than 10% of total sales for the periods presented:
| Six months ended April 30, | ||||||||
| 2025 | 2024 | |||||||
| Customer A | ||||||||
| Customer B | ||||||||
| Customer C | ||||||||
| Customer D | ||||||||
| Customer E | ||||||||
For the six months ended April 30, 2025, revenue concentration was low due to the fact that our customers are not regular customers.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
As of April 30, 2025, there were potentially dilutive debt or equity instruments issued or outstanding.
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Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
NOTE 4 – LOAN FROM DIRECTOR
As of April 30, 2025, the Company had entered the following debts forgiven agreement:
- $
- $
In total, $
As of April 30, 2025, the Company owed $
NOTE 5 – COMMON STOCK
The Company has , $ par value shares of common stock authorized.
During November 2023 the Company issued shares
of common stock for cash proceeds of $
During December 2023 the Company issued shares
of common stock for cash proceeds of $
There were shares of common stock issued and outstanding as of April 30, 2025.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Our former director, Mr. Gaga Gvenetadze, had previously agreed to provide his own premises for office needs without charging any fee until the new premises agreement is signed in the second quarter of 2025. As Mr. Gvenetadze is no longer a director, there are no current commitments from the existing director, Mr. Ka Miew Hon, regarding the provision of office premises.
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NOTE 7 – INCOME TAXES
The components of the Company’s provision for federal income tax for the six months ended April 30, 2025 and the year ended October 31, 2024 consists of the following:
April 30, 2025 | October 31, 2024 | |||||||
| Federal income tax benefit (provision) attributable to: | ||||||||
| Current operations | $ | $ | ||||||
| Less: Utilization of NOL carryforward | ( | ) | ||||||
| Less: valuation allowance | ( | ) | ||||||
| Net provision for federal income taxes | $ | $ | ||||||
The provision for the current period is calculated
using the U.S. federal corporate tax rate of
April 30, 2025 | October 31, 2024 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ||||||
| Net deferred tax asset | $ | $ | ||||||
As of April 30, 2025, the Company generated net income
before taxes of $
Although the Company generated a profit during the current period, management continues to maintain a full valuation allowance against its deferred tax assets due to the Company’s limited operating history and the uncertainty of generating sufficient taxable income in future periods.
The Company will continue to evaluate the realizability of its deferred tax assets and may reverse the valuation allowance in future periods if sufficient positive evidence becomes available.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to April 30, 2025 through July 8, 2025, and has determined that it does not have any material subsequent events to disclose in these financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward looking statement notice
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
DESCRIPTION OF BUSINESS
Description of Business
We are development stage company commencing operations in software and travel industry. We intend to provide an online platform for private and group adventures in Georgia, Caucasus mountains region and Tenerife Spain. Our principal executive office is located at Petonal el Cerezo 8, 2A Los Realejos 38410, Tenerife, Spain.
We plan to develop a travel oriented online platform with the following features:
| - | booking multi-day private and group tours. |
| - | tour guide ranking algorithm by professional experience and clients’ feedbacks. |
| - | artificial intelligence-based algorithm for tour choosing. |
| - | integrated CRM system for tour suppliers. |
| - | integrated guides by topic (Georgian wine guide, Georgian cuisine guide etc.) |
| - | tour experience pictures and video sharing algorithm. |
| - | 24-hours chat support. |
Before we launch our platform, we are testing tours on the following topics:
| - | Georgian wine tour. |
| - | The Caucasus mountains retreat. |
| - | Old Tbilisi tour. |
| - | Tenerife wine tour |
| - | Tenerife surf lessons for beginners. |
It is tailored for perspective Kheoba guides. We will try to attract various signature tour guides, whether they are companies or individual guides. They will pay us for access to our CRM program, hosted on kheoba.com. Our CRM program enables efficient tour management.
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The program includes widgets, various calculators - everything necessary for such an assistant for the guide. Additionally, as an additional revenue stream, we can sell this platform to a tour agency that already provides it to their clients.
Our earnings will come from an annual access fee, essentially an annual subscription. An agent will pay $500 or $1000 per year and gains full access to this platform with support.
Alternatively, a company with five or six in-house guides who can also use our platform, the firm itself, can pay us $3,000 to $4,000.
We are planning to spend raised funds from the offering mostly on the software development and marketing campaign. We need up to $35,000 to create the artificial intelligence-based algorithm and CRM system coding. We need minimum of $8,000 to develop an internal CRM system for our platform. We can raise this amount if we sell 25% of the shares issued. We require additional funding of $27,000 to create artificial intelligence-based algorithm for our platform. We may proceed with the algorithm development if we sell minimum 75% of shares issued.
Changes in Control
On January 10, 2025, Mr. TIEN SENG TONG (the “Investor”) entered into stock purchase agreements for the acquisition of an aggregate of 6,000,000 shares of Common Stock of the Company and acquired a controlling 74% equity stake in KHEOBA CORP. (the “Company”) through a privately negotiated transaction.
The Investor has outlined the following strategic plans for the Company:
| · | Explore opportunities for international expansion and strategic partnerships | |
| · | Invest in internet related business development and explore the Asia Pacific market |
Additionally, on January 14, 2025, Gaga Gvenetadze resigned from all executive officer positions at the Company, including President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, and Secretary, with immediate effect. On the same date, Irakli Tatarishvili and Giorgi Sambadze also submitted their resignations as directors of the Company. Mr. Gvenetadze’s decision to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board of the Company appointed Mr. Ka Miew Hon (age 47) as the President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer and Secretary, effective on January 14, 2025. The Company did not appoint any independent director.
Mr. Ka Miew Hon is an accomplished leader with over 20 years of experience in the information technology sector, specializing in enterprise software, cloud computing, and emerging technologies. He earned his Bachelor’s Degree in Computer Science from Universiti Teknologi Malaysia in 2000. Previously, he served as Development Director at Buzz Interactive (2019-2024), where he enhanced workflow efficiency and client support services. At Snappymob (2014-2019), he modernized legacy systems and improved user interfaces. His earlier role at XOX Malaysia involved integrating ERP and CRM platforms. Mr. Hon is committed to driving innovation and fostering collaborative engineering teams in the tech industry.
Revenue
We are planning to generate revenue from the tour suppliers (individual tour guides, travel agencies). They can purchase monthly or annual access to the platform and CRM system. The platform users (customers) can purchase monthly or annual subscription for the new adventures list and special offers. We also plan to organize group tours to test our package tours and features hypothesis.
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Competition and Marketing
There are plenty of online platforms and CRM systems with the tour offers and connection features between clients and tour guides. There many tour guides marketplaces as well. Majority of these platforms are concentrated on the worldwide adventures. We are considering to be a local oriented platform with specific knowledge about Georgia, national traditions and mentality. Moreover, we are planning to pay attention to the cultural aspects in different locations. We are planning to promote our services and products through influencers, micro-bloggers in YouTube and Instagram. Moreover, we are planning to hire the outsource sales representatives to sell our services to the tour agencies.
Employees; Identification of Certain Significant Employees
Mr. Ka Miew Hon, the Company’s Chief Executive Officer, continues to devote approximately twenty hours per week to company matters. In addition, the Company has engaged several other full-time employees through its subsidiaries in Singapore and Hong Kong to support its operational, administrative, and sales functions.
Government Regulation
We are subject to compliance with laws, governmental regulations, administrative determinations, court decisions and similar constraints.
The company upon implementing its business plan expects to be in compliance with U.S. federal laws, including the U.S. Privacy Act of 1974, Health Insurance Portability and Accountability Act of 1996, Children’s Online Privacy Protection Act of 1998 (COPPA), 1999 Gramm-Leach Bliley Act that protects the rights and data of U.S. consumers, patients, minors and others.
The Nevada state laws (Nevada Revised Statutes – NRS)
CHAPTER 603A - SECURITY AND PRIVACY OF PERSONAL INFORMATION
SECURITY OF INFORMATION MAINTAINED BY DATA COLLECTORS AND OTHER BUSINESSES
State of Nevada Online Privacy Policy - Effective Date 11/25/02 | 3.03 B.
Law of Georgia in cybersecurity№6391-Ic
Law of Georgia in security and privacy of personal information №5669-PC
We will also be subject to common business and tax rules and regulations pertaining to the normal business operations.
DESCRIPTION OF PROPERTY
Our business office is located at Petonal el Cerezo 8, 2A Los Realejos 38410, Tenerife, Spain. This address was provided by ex-director, Mr. Gvenetadze. As of April 30, 2025, the Company maintains leased office premises in both Hong Kong and Singapore through its wholly owned subsidiaries KHOB LIMITED and KHOB PTE. LTD., respectively. These offices serve as operational and administrative hubs supporting the Group’s expansion and business development in the Asia-Pacific region.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
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RESULTS OF OPERATIONS
We generated net income from operations of $212,790 for the six months ended April 30, 2025, marking the first period of profitability since inception. While this reflects a positive trend in our financial performance, our management continues to evaluate the sustainability of operations and monitors liquidity and capital needs closely. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Results of operations for the three and six months ended April 30, 2025 and 2024
During the three months ended April 30, 2025 we generate revenue of $325,128. Total operating expenses for the three months ended April 30, 2025 were $34,788. The operating expenses included general and administrative expenses. Our net profit from operations was $231,109.
During the three months ended April 30, 2024 we did not generate any revenue. Total operating expenses for the three months ended April 30, 2024 were $10,862. The operating expenses included general and administrative expenses. Our net loss was $10,862.
During the six months ended April 30, 2025 we generated revenue of $325,128. Total operating expenses for the six months ended April 30, 2025 were $53,107. The operating expenses included general and administrative expenses. Our net profit from operations was $212,790.
During the six months ended April 30, 2024 we generated revenue of $10,300. Total operating expenses for the six months ended April 30, 2024 were $17,463. The operating expenses included general and administrative expenses. Our net loss was $7,163.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2025, our total assets were $385,784. Total assets were comprised of $322,019 in current assets, $50,475 in right of use assets, $7,584 in software development costs and $5,706 in website development costs.
As at April 30, 2025, our current liabilities were $144,713, non-current liabilities were $22,976 and stockholders’ equity was $218,095.
CASH FLOWS FROM OPERATING ACTIVITIES
For the six months ended April 30, 2025 net cash flows provided by operating activities was $187,496.
For the six months ended April 30, 2024 net cash flows used in operating activities was $18,333.
CASH FLOWS FROM INVESTING ACTIVITIES
For the six months ended April 30, 2025 net cash flows used in investing activities was $0.
For the six months ended April 30, 2024 net cash flows used in investing activities was $13,000.
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CASH FLOWS FROM FINANCING ACTIVITIES
For the six months ended April 30, 2025 net cash flows provided by financing activities was $16,247.
For the six months ended April 30, 2024 net cash flows provided by financing activities was $15,940.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES
Our management 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 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 April 30, 2025. 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.
Changes in Internal Controls over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
| ITEM 1A. | RISK FACTORS |
None.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS |
None.
| ITEM 5. | OTHER INFORMATION |
During the quarter
ended April 30, 2025, no director or officer of the Company
| ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) | |
| 32.1 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in Singapore on July 10, 2025.
| KHEOBA CORP. | ||||
| By: | /s/ Ka Miew Hon | |||
| Name: | Ka Miew Hon | |||
| Title: | President | |||
| (Principal Executive, Financial and Accounting Officer) | ||||
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