UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the Quarterly Period Ended:
OR
For the Transition Period From ____________ to ____________.
Commission file number
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
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. Yes ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| 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. ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of July 7, 2025, the registrant had shares of common stock issued and outstanding.
GOLKOR INC.
(FKA KAT EXPLORATION, INC.)
FORM 10-Q
Index
| 2 |
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This quarterly report on Form 10-Q and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “expect,” “future,” “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Any forward-looking statement made by us in this quarterly report on Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Factors that could cause or contribute to such differences may include, but are not limited to, those described under the heading “Risk Factors” which may be included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2022 as filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in the Company’s other reports filed with the Commission that advise interested parties of the risks and factors that may affect the Company’s business.
| 3 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
GOLKOR INC.
(FKA KAT EXPLORATION, INC.)
BALANCE SHEETS
(UNAUDITED)
| May 31, 2025 | November 30, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and bank | $ | $ | ||||||
| Project Deposit | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Due to Related Party | $ | $ | ||||||
| Accrued Expense | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Deficit: | ||||||||
| Common stock, $ par value; shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
See accompanying notes to financial statements
| 4 |
GOLKOR INC.
(FKA KAT EXPLORATION, INC.)
STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended May 31, | For the Six Months Ended May 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | |||||||||||||
| Operating Expenses: | ||||||||||||||||
| Consulting Expense | ||||||||||||||||
| General & administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income / (Expense) | ||||||||||||||||
| Net Income / (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Basic and diluted weighted average shares | ||||||||||||||||
See accompanying notes to financial statements
| 5 |
GOLKOR INC.
(FKA KAT EXPLORATION, INC.)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Six Months Ended May 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in Accounts Payable and Accrued Expenses: | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Net increase (decrease) in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
See accompanying notes to financial statements
| 6 |
GOLKOR INC.
(FKA KAT EXPLORATION, INC.)
STATEMENTS OF STOCKHOLDERS' DEFICIT
(UNAUDITED)
| Common Stock | Additional Paid in | Accumulated | Total Shareholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance - November 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock issued for consulting services | ||||||||||||||||||||
| Common Stock issued for employee compensation | ||||||||||||||||||||
| Net loss for the year | – | ( | ) | ( | ) | |||||||||||||||
| Balance - November 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock issued for consulting services | ||||||||||||||||||||
| Additional paid-in capital | – | |||||||||||||||||||
| Net loss for the year | – | ( | ) | ( | ) | |||||||||||||||
| Balance - November 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock issued for consulting services | – | |||||||||||||||||||
| Additional paid-in capital | – | |||||||||||||||||||
| Net loss for the year | – | ( | ) | ( | ) | |||||||||||||||
| Balance - November 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock issued for consulting services | – | |||||||||||||||||||
| Additional paid-in capital | – | |||||||||||||||||||
| Net loss for the Period Ending 2.28.25 | – | ( | ) | ( | ) | |||||||||||||||
| Balance - February 28, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the Period Ending 5.31.25 | – | ( | ) | |||||||||||||||||
| Balance - May 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes to financial statements
| 7 |
GOLKOR INC.
(FKA KAT EXPLORATION, INC.)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
May 31, 2025
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Kat Exploration Inc. was incorporated under the laws of the State of Nevada on July 7, 1997. For purposes of financial statements presentation. The Company has limited operations and is actively seeking merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance. The Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Concentrations of Credit Risk
Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount.
Cash and Cash Equivalents
The Company considers all cash accounts, which
are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three
months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents
approximates fair value because of the short maturities for the instruments held. There were $
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Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:
Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.
Level 3: Level 3 inputs are unobservable inputs.
The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values.
The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.
Income Taxes
We follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
We adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.
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Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the years ended November 30, 2024 and 2023, the diluted loss per share is the same as the basic loss per shares as the inclusion of any potentially dilutive shares would result in anti- dilution due to the net loss incurred by the Company
Recent Accounting Pronouncements
The Company has implemented all applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared
assuming the company will continue as a going concern as disclosed in Note 3 to the financial statement, the Company has continuously
incurred a net loss of $
NOTE 4 – SUBSEQUENT EVENTS
On July 7, 2025, the Company entered into a Convertible Note with a single investor for $77,000. The note is for 24 months with interest accruing at 18% per annum. The note is convertible at the option of the holder into shares of the Company’s common stock at a Conversion Price per share equal to 80% of the average end of day volume weighted average price per share (“VWAP”) for the Company’s common stock for the ten trading days immediately prior to the Conversion Date. The note will automatically convert into shares of common stock upon the happening of certain trigger events related to acquisition of assets, mine production, an exchange listing or a significant equity offering.
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Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
FORWARD-LOOKING STATEMENTS
The following discussion may contain forward-looking statements regarding the Company, its business prospects and its results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause the Company’s actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. The risks and uncertainties may be summarized in other documents that the Company may file with the Securities Exchange Commission, such as our Annual Report on Form 10-K for the year ended November 30, 2021. These forward-looking statements reflect our view only as of the date of this report. The Company cannot guarantee future results, levels of activity, performance, or achievement. The Company does not undertake any obligation to update or correct any forward-looking statements.
ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
The Company has limited operations and is actively seeking a merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during this period the Company does not expect to achieve sufficient income to offset the Company’s operating expenses, resulting in operating losses that may require the Company to use and thereby reduce the Company’s limited cash balance. The Company’s prepaid expenses during the three-months ended May 31, 2025 remained unchanged.
CURRENT BUSINESS
Golkor Inc. (“Company”) intends to consolidate exploration and near-term producing mining assets through strategic joint ventures, acquisitions and construction of processing facilities to become a world class junior mining company. The Company will partner with owners of valuable mining assets which have the potential for near term development or production cap
GS Mining Joint Venture
On January 6, 2025, the Company entered into a joint venture with GS Mining Company LLC (“GS Mining”), whereby GS Mining contributed mine leases and other agreements to a newly created limited liability, Golkor Colorado Mining LLC, owned 80% by the Company. The purpose of the joint venture is to develop, market, and operate a gold mining and milling company in the State of Colorado. The Company has committed to providing $3.5 million to $5 million in funding to upgrade the mines and facilities that are a part of the joint venture.
The property leases and rights contributed by GS Mining include the Bates Hunter Mine and the Golden Gilpin Mill.
The Bates Hunter Mine is located within the town limits of Central City and Black Hawk, Colorado, encompassing 30 patented lode mining claims and 6 parcels of land, offering both surface and mineral rights. The project area is characterized by rugged mountainous terrain at an elevation of approximately 8,500 feet. The Bates Hunter shaft has been dewatered and rehabilitated to its full depth, with a head frame and hoist system in place that is capable of supporting production at rates of up to 200 tons per day.
The Golden Gilpin Mill, located in the Black Hawk Mining District, is set to become a fully operational processing facility capable of milling up to 100 tons per day once upgraded. The Company expects to commence at 24 tons per day in the second quarter of 2025.
Ambex Ghana Joint Venture
On April 20, 2025, the Company entered into a joint venture with Ambex Ghana Limited (“Ambex”), whereby Ambex contributed its licenses and agreements related to the Ashanti Gold Field near Obuasi, Ghana to a newly formed limited liability company, Ambex Golkor LLC, owned 51% by the Company and 49% by Ambex. In consideration of Ambex’s contribution to Ambex Golkor, Ambex is issuing 38,000,000 shares of company common stock to Ambex.
Ambex Golkor expects to conduct direct open-pit and underground mining in the licensed area. The joint venture intends to construct an ore processing facility on the site to process the mined. Additionally, gold bearing ore will be accepted from the 159 licensed local land association miners.
| 11 |
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
During the quarter ended May 31, 2025, the Company had a loss from operations of $52,199. During the quarter ended May 31, 2024, the loss from operations was $6,529. The Company did not have any revenue in the quarters ended May 31, 2025 or 2024.
LIQUIDITY AND CAPITAL RESOURCES
Stockholders’ equity as of May 31, 2025, was $(330,660), compared to $(198,000) at November 30, 2024. The attributable net loss was incurred by normal general and administrative operating procedures during the three months ended May 31, 2025.
Net cash used in operating activities was $(136,953) during the Six months ended May 31, 2025, compared to net cash used in operating activities of $(11,927) in the Six months ended May 31, 2024.
Cash on hand at May 31, 2025 was $522, compared to $522 at November 30, 2024.
In connection with the acquisition
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Smaller reporting companies are not required to provide the information required under this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management has evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of May 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended February 28, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management does not believe that there are significant deficiencies in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data.
| 12 |
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Smaller reporting companies are not required to provide the information required under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
On May 2, 2025, Anthony Bainbridge was appointed as director or Golkor and as chairman of Golkor’s board of directors.
Mr. Bainbridge, 63, has 42 years of geological and mining experience across Asia, Africa and South America. Currently, he is the president of Ambex Ghana Limited and Chairman of the Board of Asia Intercept Mining Ltd. He has consulted for more than 12 years to large mining groups including BHP-Billiton, Niugini Mining, MIM, and Pan- Continental. He recently managed the development of 3 projects mining tungsten, gold and zinc in South Korea and Australia. Mr. Bainbridge attended the University of Queensland and had a double major in geology and chemistry.
On May 14, 2025, the Company amended its articles of incorporation changing the Company’s name to “Golkor Inc.” Additionally, the Company amended its articles of incorporation to effect a reverse split of its common stock on the basis of 6,500 to 1, and increasing the number of authorized shares of common stock to 2,000,000,000 (two billion).
The name change and reverse split were processed by the Financial Industry Regulatory Authority (FINRA) on May 15, 2025 and effective as of May 16, 2025. The Company’s trading symbol was changed to KATXD and will remain KATXD for 20 business days, after which the symbol will be GKOR.
On July 7, 2025, the Company entered into a Convertible Note with a single investor for $77,000. The note is for 24 months with interest accruing at 18% per annum. The note is convertible at the option of the holder into shares of the Company’s common stock at a Conversion Price per share equal to 80% of the average end of day volume weighted average price per share (“VWAP”) for the Company’s common stock for the ten trading days immediately prior to the Conversion Date. The note will automatically convert into shares of common stock upon the happening of certain trigger events related to acquisition of assets, mine production, an exchange listing or a significant equity offering.
During the quarter ended May 31, 2025, no
director or officer
| 13 |
Item 6. Exhibits.
|
Exhibit Number |
Description | |
| 3.1 | Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s filing on Form 10/A filed October 4, 2021) | |
| 3.2 | Articles of Amendment (incorporated by reference to Exhibit 3.6 of the Company’s filing on Form 10/A filed February 9, 2022) | |
| 3.3 | Amendment to Articles of Incorporation (incorporated by reference to the Company’s filing on Form 8-K filed May 23, 2025) | |
| 3.4 | Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s filing on Form 10/A filed February 9, 2022) | |
| 10.1 | LLC Operating Agreement of Golkor Colorado Mining LLC (incorporated by reference to the Company’s filing on Form 8-K filed May 23, 2025) | |
| 10.2 | LLC Operating Agreement of Ambex Golkor LLC (incorporated by reference to the Company’s filing on Form 8-K filed May 23, 2025) | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended | |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101 | 101. INS Inline XBRL Instance 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 Document | ||
| 101. LAB Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| 101. PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 104 | Cover Page formatted in iXBRL (included in Exhibit 101) |
| 14 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GOLKOR INC. | |||
| (FKA KAT EXPLORATION, INC.) | |||
| Date: July 21, 2025 | By: | /s/ Gregory Klok | |
| Gregory Klok | |||
| Chief Executive Officer and Vice President | |||
| (duly authorized officer) | |||
| Date: July 21, 2025 | By: | /s/ Gregory Klok | |
| Chief Financial Officer | |||
| (principal financial officer) | |||
| 15 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gregory Klok, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Golkor Inc. (fka KAT Exploration, Inc.); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| Date: July 21, 2025 | /s/ Gregory Klok | ||
| Gregory Klok | |||
| Chief Executive Officer | |||
| (principal executive) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gregory Klok, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Golkor Inc. (fka KAT Exploration, Inc.); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| Date: July 21, 2025 | /s/ Gregory Klok | ||
| Gregory Klok | |||
| Chief Financial Officer | |||
| (financial officer) |
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Quarterly Report on Form 10-Q of Golkor Inc. (fka KAT Exploration, Inc.) (the “Company”) for the period ended May 31, 2025 as filed with the Securities and Exchange Commission (the “Report”), the undersigned Chief Executive Officer certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (i) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and | |
| (ii) | the information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company. |
| Date: July 21, 2025 | /s/ Gregory Klok | ||
| Gregory Klok | |||
| Chief Executive Officer and Vice President | |||
| (principal executive officer) |
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Quarterly Report on Form 10-Q of Golkor Inc. (fka KAT Exploration, Inc.) (the “Company”) for the period ended May 31, 2025 as filed with the Securities and Exchange Commission (the “Report”), the undersigned Chief Financial Officer certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (i) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and | |
| (ii) | the information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company. |
| Date: July 21, 2025 | /s/ Gregory Klok | ||
| Gregory Klok | |||
| Chief Financial Officer | |||
| (principal financial officer) |
BALANCE SHEETS (Unaudited) - USD ($) |
May 31, 2025 |
Nov. 30, 2024 |
|---|---|---|
| Current Assets: | ||
| Cash and bank | $ 522 | $ 522 |
| Project Deposit | 287,250 | 0 |
| Total Assets | 287,772 | 522 |
| Current Liabilities: | ||
| Due to Related Party | 609,362 | 185,160 |
| Accrued Expense | 9,069 | 13,417 |
| Total Liabilities | 618,431 | 198,578 |
| Stockholders' Deficit: | ||
| Common stock, $0.001 par value; 282,196 shares issued and outstanding | 282 | 282 |
| Additional paid-in capital | 2,718,043 | 2,718,043 |
| Accumulated deficit | (3,048,988) | (2,916,380) |
| Total Stockholders’ Deficit | (330,660) | (198,055) |
| Total Liabilities and Stockholders' Deficit | $ 287,772 | $ 522 |
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares |
May 31, 2025 |
Nov. 30, 2024 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Common Stock, Shares, Outstanding | 282,196 | 282,196 |
| Common Stock, Shares, Issued | 282,196 | 282,196 |
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
May 31, 2025 |
May 31, 2024 |
May 31, 2025 |
May 31, 2024 |
|
| Income Statement [Abstract] | ||||
| Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
| Operating Expenses: | ||||
| Consulting Expense | 0 | 0 | 0 | 6,181 |
| General & administrative expenses | 52,199 | 6,529 | 132,605 | 6,633 |
| Total operating expenses | 52,199 | 6,529 | 132,605 | 12,814 |
| Loss from operations | (52,199) | (6,529) | (132,605) | (12,814) |
| Other Income / (Expense) | 0 | 0 | 0 | 0 |
| Net Income / (loss) | $ (52,199) | $ (6,529) | $ (132,605) | $ (12,814) |
STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
May 31, 2025 |
May 31, 2024 |
May 31, 2025 |
May 31, 2024 |
|
| Income Statement [Abstract] | ||||
| Earnings Per Share, Basic | $ (0.18) | $ (0.02) | $ (0.47) | $ (0.05) |
| Earnings Per Share, Diluted | $ (0.18) | $ (0.02) | $ (0.47) | $ (0.05) |
| Weighted Average Number of Shares Outstanding, Basic | 282,196 | 282,196 | 282,196 | 282,196 |
| Weighted Average Number of Shares Outstanding, Diluted | 282,196 | 282,196 | 282,196 | 282,196 |
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | 15 Months Ended | ||||
|---|---|---|---|---|---|---|---|---|
May 31, 2025 |
Feb. 28, 2025 |
May 31, 2024 |
May 31, 2025 |
May 31, 2024 |
Nov. 30, 2024 |
Nov. 30, 2023 |
May 31, 2025 |
|
| Cash flows from operating activities: | ||||||||
| Net loss | $ (52,199) | $ (80,406) | $ (6,529) | $ (132,605) | $ (12,814) | $ (179,537) | $ (56,330) | $ 52,199 |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in Accounts Payable and Accrued Expenses: | (4,348) | 888 | ||||||
| Net cash used in operating activities | (136,953) | (11,927) | ||||||
| Cash flows from investing activities | (287,250) | 19,927 | ||||||
| Cash flows from financing activities | 424,202 | 0 | ||||||
| Net increase (decrease) in cash | 8,000 | |||||||
| Cash, beginning of period | $ 522 | 522 | 0 | 0 | ||||
| Cash, end of period | $ 522 | $ 8,000 | $ 522 | $ 8,000 | $ 522 | $ 0 | $ 522 | |
Pay vs Performance Disclosure - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | 15 Months Ended | |||||
|---|---|---|---|---|---|---|---|---|---|
May 31, 2025 |
Feb. 28, 2025 |
May 31, 2024 |
May 31, 2025 |
May 31, 2024 |
Nov. 30, 2024 |
Nov. 30, 2023 |
Nov. 30, 2022 |
May 31, 2025 |
|
| Pay vs Performance Disclosure [Table] | |||||||||
| Net Income (Loss) | $ (52,199) | $ (80,406) | $ (6,529) | $ (132,605) | $ (12,814) | $ (179,537) | $ (56,330) | $ (44,142) | $ 52,199 |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
May 31, 2025 | |
| Trading Arrangements, by Individual [Table] | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
6 Months Ended |
|---|---|
May 31, 2025 | |
| Accounting Policies [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Kat Exploration Inc. was incorporated under the laws of the State of Nevada on July 7, 1997. For purposes of financial statements presentation. The Company has limited operations and is actively seeking merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance. The Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended |
|---|---|
May 31, 2025 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount.
Cash and Cash Equivalents The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. There were $522 in cash equivalents as at May 31, 2025 and $522 as at year ended November 30, 2024.
Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:
Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.
Level 3: Level 3 inputs are unobservable inputs.
The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values.
The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.
Income Taxes We follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
We adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the years ended November 30, 2024 and 2023, the diluted loss per share is the same as the basic loss per shares as the inclusion of any potentially dilutive shares would result in anti- dilution due to the net loss incurred by the Company
Recent Accounting Pronouncements The Company has implemented all applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
|
GOING CONCERN |
6 Months Ended |
|---|---|
May 31, 2025 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming the company will continue as a going concern as disclosed in Note 3 to the financial statement, the Company has continuously incurred a net loss of $52,199 for the period ended May 31, 2025, and an accumulated deficit of $3,048,988 as at May 31, 2025. The continuation of the Company as a going concern through May 31, 2025, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.
|
SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
May 31, 2025 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 4 – SUBSEQUENT EVENTS
On July 7, 2025, the Company entered into a Convertible Note with a single investor for $77,000. The note is for 24 months with interest accruing at 18% per annum. The note is convertible at the option of the holder into shares of the Company’s common stock at a Conversion Price per share equal to 80% of the average end of day volume weighted average price per share (“VWAP”) for the Company’s common stock for the ten trading days immediately prior to the Conversion Date. The note will automatically convert into shares of common stock upon the happening of certain trigger events related to acquisition of assets, mine production, an exchange listing or a significant equity offering. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended |
|---|---|
May 31, 2025 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
|
| Use of Estimates | 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
|
| Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount.
|
| Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. There were $522 in cash equivalents as at May 31, 2025 and $522 as at year ended November 30, 2024.
|
| Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:
Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.
Level 3: Level 3 inputs are unobservable inputs.
The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values.
The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.
|
| Income Taxes | Income Taxes We follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
We adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.
|
| Net income (loss) per common share |
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the years ended November 30, 2024 and 2023, the diluted loss per share is the same as the basic loss per shares as the inclusion of any potentially dilutive shares would result in anti- dilution due to the net loss incurred by the Company
|
| Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
May 31, 2025 |
Nov. 30, 2024 |
|---|---|---|
| Accounting Policies [Abstract] | ||
| Cash and cash equivalents | $ 522 | $ 522 |
GOING CONCERN (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | 15 Months Ended | |||||
|---|---|---|---|---|---|---|---|---|---|
May 31, 2025 |
Feb. 28, 2025 |
May 31, 2024 |
May 31, 2025 |
May 31, 2024 |
Nov. 30, 2024 |
Nov. 30, 2023 |
Nov. 30, 2022 |
May 31, 2025 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
| Net Income (Loss) Attributable to Parent | $ 52,199 | $ 80,406 | $ 6,529 | $ 132,605 | $ 12,814 | $ 179,537 | $ 56,330 | $ 44,142 | $ (52,199) |
| Accumulated deficit | $ 3,048,988 | $ 3,048,988 | $ 2,916,380 | $ 3,048,988 | |||||