UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended January 31, 2025
☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission file number 000-56637
KHEOBA CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 7371 | 98-1636812 |
| (State or Other Jurisdiction of | (Primary Standard Industrial | (IRS Employer |
| Incorporation or Organization) | Classification Code Number) | Identification Number) |
Petonal el Cerezo 8,
2A Los Realejos 38410,
Tenerife, Spain
+60 1116761431
(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. Yes ☒ No ☐
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). Yes ☒ No ☐
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 | ☐ |
| Non-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 ☐ 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 March 24, 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.
BALANCE SHEETS
January 31, 2025 (Unaudited) | October 31, 2024 | |||||||
| ASSETS | ||||||||
| Cash on hand | $ | 151 | $ | 1,097 | ||||
| Prepaid expenses | 12,900 | 18,050 | ||||||
| Total current assets | 13,051 | 19,147 | ||||||
| Software Development Costs, net | 8,667 | 9,750 | ||||||
| Website Development Costs, net | 6,674 | 7,644 | ||||||
| Total Assets | $ | 28,392 | $ | 36,541 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Accounts payable | $ | 5,898 | $ | 1,398 | ||||
| Accounts payable - related party | – | 14,000 | ||||||
| Loan payable | – | 12,945 | ||||||
| Related party loan | – | 4,065 | ||||||
| Total current liabilities | 5,898 | 32,408 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding at par | 8,092 | 8,092 | ||||||
| Additional paid in capital | 76,428 | 39,748 | ||||||
| Accumulated deficit | (62,026 | ) | (43,707 | ) | ||||
| Total Stockholders’ Equity | 22,494 | 4,133 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 28,392 | $ | 36,541 | ||||
The accompanying notes are an integral part of these financial statements.
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KHEOBA CORP.
STATEMENTS OF OPERATIONS
Three months ended January 31, 2025 (Unaudited) | Three months ended January 31, 2024 (Unaudited) | |||||||
| REVENUES | $ | – | $ | 10,300 | ||||
| OPERATING EXPENSES | ||||||||
| General and Administrative Expenses | 18,319 | 6,601 | ||||||
| TOTAL OPERATING EXPENSES | 18,319 | 6,601 | ||||||
| NET (LOSS) INCOME FROM OPERATIONS | (18,319 | ) | 3,699 | |||||
| PROVISION FOR INCOME TAXES | – | – | ||||||
| NET (LOSS) INCOME | $ | (18,319 | ) | $ | 3,699 | |||
| NET INCOME 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.
STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Common Stock | Additional Paid-in | Deficit Accumulated during the Development | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Stage | Equity | ||||||||||||||||
| Balance, October 31, 2023 | 7,295,000 | $ | 7,295 | $ | 24,605 | $ | (9,412 | ) | $ | 22,488 | ||||||||||
| Common shares issued for cash | 797,000 | 797 | 15,143 | 15,940 | ||||||||||||||||
| Net income for the quarter ended January 31, 2024 | – | 3,699 | 3,699 | |||||||||||||||||
| Balance, January 31, 2024 | 8,092,000 | $ | 8,092 | $ | 39,748 | $ | (5,713 | ) | $ | 42,127 | ||||||||||
| Balance, October 31, 2024 | 8,092,000 | $ | 8,092 | $ | 39,748 | $ | (43,707 | ) | $ | 4,133 | ||||||||||
| Debt forgiveness | – | 36,680 | 36,680 | |||||||||||||||||
| Net loss for the quarter ended January 31, 2025 | – | (18,319 | ) | (18,319 | ) | |||||||||||||||
| Balance, January 31, 2025 | 8,092,000 | $ | 8,092 | $ | 76,428 | $ | (62,026 | ) | $ | 22,494 | ||||||||||
The accompanying notes are an integral part of these financial statements.
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KHEOBA CORP.
STATEMENTS OF CASH FLOWS
Three months ended 2025 (Unaudited) | Three months ended 2024 (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net (loss) income | $ | (18,319 | ) | $ | 3,699 | |||
| Adjustments to reconcile Net Income to net cash provided by operations: | ||||||||
| Depreciation and amortization Expense | 2,053 | 292 | ||||||
| Deferred Revenue | – | (3,300 | ) | |||||
| Prepaid Expenses | 5,150 | 13,000 | ||||||
| Accounts payable | 4,500 | (2,537 | ) | |||||
| CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES | (6,616 | ) | 11,154 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Software Development Costs | – | (13,000 | ) | |||||
| CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES | (13,000 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from the Sale of Common Stock | – | 15,940 | ||||||
| Related party loan | 3,050 | – | ||||||
| Loan Payable | 2,620 | – | ||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 5,670 | 15,940 | ||||||
| Net (decrease) increase in cash and equivalents | (946 | ) | 14,094 | |||||
| Cash and equivalents at beginning of the period | 1,097 | 16,778 | ||||||
| Cash and equivalents at end of the period | $ | 151 | $ | 30,872 | ||||
| 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 $21,115, comprising accounts payable - related party $14,000 and a related party loan $7,115. Additionally, the Company reached an agreement with a third party, Mr. Irakli Gunia, resulting in the forgiveness of a loan payable amounting to $15,565.
In accordance with U.S. GAAP, the total forgiven debt of $36,680 has been recognized as an increase in equity under Additional Paid-In Capital, rather than as a gain in the statement of profit or loss. This transaction is non-cash in nature and, therefore, has been excluded from the statement of cash flows.
The accompanying notes are an integral part of these financial statements.
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KHEOBA CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
THREE MONTHS ENDED JANUARY 31, 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 transitioned its directorship from Mr. Gaga Gvenetadze to Mr. Ka Miew Hon. This change did not affect our development-stage status or operational focus but introduced a new marketing strategy.
Change in Organization
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.
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 an accumulated deficit of $62,026 at January 31, 2025, revenue was nil for the three-month ended January 31, 2025. The Company has Accounts Payable of $5,898 on a balance sheet at January 31, 2025. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. 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.
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
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 transitioned its directorship from Mr. Gaga Gvenetadze to Mr. Ka Miew Hon. This change did not affect our development-stage status or operational focus but introduced a new marketing strategy.
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 three months ended January 31, 2025 are not necessarily indicative of the results to be expected for the year ending October 31, 2025.
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Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company will adopt this standard with its fiscal 2025 annual filing. The Company is currently evaluating these new disclosure requirements and the impact of adoption.
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.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.
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 2022 and May 2024, the Company capitalized website development costs of $3,500 and $8,130, respectively, which will be amortized over three years. As of January 31, 2025, the total amount of website development costs was $11,630, with an amortization expense of $4,956. The net carrying amount of website development costs as of January 31, 2025, is $6,674. The Company expects to recognize an amortization expense of $3,876 for the fiscal year ending October 31, 2025, and an amortization expense of $3,766 for the fiscal year ending October 31, 2026.
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 $13,000 which will be amortized over three years. The Company expects to recognize amortization expense of $4,333 for the fiscal year ending October 31, 2025, amortization expense of $4,333 for the fiscal year ending October 31, 2026 and amortization expense of $1,084 for the fiscal year ending October 31, 2027.
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.
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.
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.
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.
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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. 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.
CRM Software
The Company 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.
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.
Revenue Concentration
The following is a summary of customers that represent greater than 10% of total sales for the periods presented:
| Schedule of risk concentration | January 31, | |||||||
| 2025 | 2024 | |||||||
| Customer A | – | 68% | ||||||
| Customer B | – | 32% | ||||||
For the three months ended January 31, 2025, revenue was nil due to the restructuring of our business plan.
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.
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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 January 31, 2025, there were potentially dilutive debt or equity instruments issued or outstanding.
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 – RELATED PARTY LOAN
As of January 31, 2025, the Company had entered the following debts forgiven agreement:
- $21,115 from former director, Mr. Gaga Gvenetadze ($14,000 accounts payable and $7,115 loan).
- $15,565 from Mr. Irakli Gunia (loan payable).
In total, $36,680 of forgiven debt was recorded as an increase in Additional Paid-In Capital under U.S. GAAP. This non-cash transaction was excluded from the statement of cash flows.
NOTE 5 – COMMON STOCK
The Company has , $ par value shares of common stock authorized.
During September 2023 the Company issued shares of common stock for cash proceeds of $8,540 at $0.02 per share.
During October 2023 the Company issued shares of common stock for cash proceeds of $17,360 at $0.02 per share.
During November 2023 the Company issued shares of common stock for cash proceeds of $15,100 at $0.02 per share.
During December 2023 the Company issued shares of common stock for cash proceeds of $840 at $0.02 per share.
There were shares of common stock issued and outstanding as of January 31, 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 three months ended January 31, 2025 and the year ended October 31, 2024 consists of the following:
| Schedule of provision for income taxes | January 31, 2025 | October 31, 2024 | ||||||
| Federal income tax benefit attributable to: | ||||||||
| Current operations | $ | 62,026 | $ | 43,707 | ||||
| Less: valuation allowance | (62,026 | ) | (43,707 | ) | ||||
| Net provision for federal income taxes | $ | – | $ | – | ||||
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| Schedule of deferred tax assets | January 31, 2025 | October 31, 2024 | ||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | 13,025 | $ | 9,178 | ||||
| Less: valuation allowance | (13,025 | ) | (9,178 | ) | ||||
| Net deferred tax asset | $ | – | $ | – | ||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $25,346 as of January 31, 2025, for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to January 31, 2025 through March 24, 2025, and has determined that it does not have any material subsequent events to disclose in these financial statements.
On Feb 25, 2025, The company has incorporated a new entity in Singapore, named Khob Pte. Ltd., to facilitate its expansion into the Asia Pacific market. This company primarily engages in software development and platform solutions within the tourism industry, providing tailored information technology solutions for small and medium-sized enterprises (SMEs).
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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. |
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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.
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.
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.
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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.
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.
We have no employees other than Mr. Ka Miew Hon who currently devotes approximately twenty hours per week to company matters.
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 was located at Petonal el Cerezo 8, 2A Los Realejos 38410, Tenerife, Spain. This address was provided by ex director, Mr. Gvenetadze. There are new office locations under lease term negotiation in Singapore, which will enhance our business focus in the Asia market.
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LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. 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 months ended January 31, 2025 and 2024
During the three months ended January 31, 2025, no revenue was generated. Total operating expenses for this period amounted to $18,319, which included general and administrative expenses. Consequently, we incurred a net loss of $18,319 for the period.
In comparison, during the three months ended January 31, 2024, we generated revenue of $10,300. Total operating expenses for this period were $6,601, which included general and administrative expenses. As a result, we achieved a net income of $3,699 for the period.
LIQUIDITY AND CAPITAL RESOURCES
As of January 31, 2025, our total assets were $28,392. Total assets were comprised of $13,051 in current assets, $8,667 in software development costs and $6,674 in website development costs.
As at January 31, 2025, our current liabilities were $5,898 and stockholders’ equity was $22,494.
CASH FLOWS FROM OPERATING ACTIVITIES
For the three months ended January 31, 2025 net cash flows used in operating activities was negative $6,616.
For the three months ended January 31, 2024 net cash flows generated in operating activities was positive $11,154.
CASH FLOWS FROM INVESTING ACTIVITIES
For the three months ended January 31, 2025 we have generated no cash used in investing activities.
For the three months ended January 31, 2024 net cash flows used in investing activities was $13,000.
CASH FLOWS FROM FINANCING ACTIVITIES
For the three months ended January 31, 2025 net cash flow provided by financing activities was $5,670.
For the three months ended January 31, 2024 net cash flows provided by financing activities was $15,940.
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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 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 January 31, 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 January 31, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
| ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
| Exhibit | Description | |
| 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 Label Linkbase Document** | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document** | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)** |
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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 March 24, 2025.
| KHEOBA CORP. | |||
| By: | /s/ Ka Miew Hon | ||
| Name: | Ka Miew Hon | ||
| Title: | President | ||
|
(Principal Executive, Financial and Accounting Officer) | |||
| 20 |
Exhibit 31.1
Certification of Chief Executive Officer pursuant to
Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
I, Ka Miew Hon, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of KHEOBA CORP.; |
| 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. | The registrant’s other certifying officer and I are 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 we have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our 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 our 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 our 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. |
| March 24, 2025 | By: | /s/ Ka Miew Hon |
| Name: | Ka Miew Hon |
|
| Title: | President | |
| (Principal Executive, Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report of KHEOBA CORP. (the “Company”), on Form 10-Q for the quarter ended January 31, 2025, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Ka Miew Hon, Principal Executive, Financial and Accounting Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| March 24, 2025 | By: | /s/ Ka Miew Hon |
| Name: | Ka Miew Hon |
|
| Title: | President | |
| (Principal Executive, Financial and Accounting Officer) |