UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
Or
For the transition period from __________ to __________
Commission File Number
(Exact name of registrant as specified in its charter)
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7200 |
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(State or other jurisdiction of incorporation or organization) |
(Primary standard industrial classification code number) |
(IRS employer identification number) |
(
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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.
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
☐
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):
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Smaller reporting company
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Emerging growth company
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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.
1
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as on October 16, 2025, is
2
BESTGOFER INC.
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INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
PAGE |
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Condensed Consolidated Balance Sheets at August 31, 2025 (Unaudited) and November 30, 2024 |
5 |
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6 |
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7 |
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8 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
9 |
4
BESTGOFER INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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August 31, 2025 |
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November 30, 2024 |
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ASSETS |
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Current assets |
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Bank |
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Due from related party |
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Total current assets |
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Goodwill |
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Other advances |
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Total assets |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities |
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Accounts payable |
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Accrued expenses |
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Due to related party |
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Total current liabilities |
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Stockholders’ deficit |
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Preferred stock $
authorized,
August 31, 2025 and November 30, 2024 respectively |
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Common stock: $
authorized,
and outstanding as of August 31, 2025 and November 30, 2024 respectively |
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Additional paid-in capital |
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Accumulated deficit |
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(
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(
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Total stockholders’ deficit |
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(
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(
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- |
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Total liabilities and stockholders’ deficit |
$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
BESTGOFER INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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For the three months ended August 31, |
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For the nine months ended August 31, |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenue |
$ |
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$ |
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$ |
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$ |
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Expenses |
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General and administration |
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Professional fees |
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Total expenses |
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Net loss |
$ |
(
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$ |
(
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$ |
(
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$ |
(
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Basic and diluted loss per common share |
$ |
(
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$ |
(
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$ |
(
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$ |
(
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Weighted average number of common shares outstanding - basic and diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
BESTGOFER INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)
For the three and nine months ended August 31, 2025 and 2024
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Preferred Stock |
Common Stock |
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Shares |
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Amount |
Shares |
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Amount |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Total Stockholders’ Deficit |
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Balance at Nov. 30, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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Net loss for the period ended Feb. 29, 2024 |
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(
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(
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Balance at Feb. 29, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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Net loss for the period ended May 31, 2024 |
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(
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(
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Balance at May 31, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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Net loss for the period ended August 31, 2024 |
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(
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(
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Balance at August 31, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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Balance at Nov. 30, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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Net loss for the period ended Feb. 28, 2025 |
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(
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(
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Balance at Feb. 28, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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Net loss for the period ended May 31, 2025 |
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(
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(
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Balance at May 31, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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Investment in subsidiary |
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Net loss for the period ended August 31, 2025 |
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(
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(
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Balance at August 31, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
BESTGOFER INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
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For the nine months ended August 31, |
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2025 |
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2024 |
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Cash flow from operating activities |
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Net loss |
$ |
(
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$ |
(
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in Operating Assets and Liabilities: |
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Increase (decrease) in accounts payable |
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(
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Increase (decrease) in accrued expenses |
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(
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Net cash used in operating activities |
$ |
(
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$ |
(
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Cash flow from investing activities |
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Acquisition of subsidiary, net cash acquired |
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Net cash provided by investing activities |
$ |
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$ |
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Cash flow from financing activities |
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Proceeds from related party |
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Net cash provided to financing activities |
$ |
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$ |
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Net increase/(decrease) in cash |
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Cash at beginning of period |
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Cash at end of period |
$ |
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$ |
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Supplemental cash flow information: |
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Cash paid for interest |
$ |
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$ |
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Cash paid for income taxes |
$ |
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$ |
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Non-cash investing and financing activities |
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Issue of 20,000 shares to subsidiary during acquisition |
$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
BESTGOFER, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND BUSINESS
BestGofer Inc. was incorporated in the State of Nevada in October 2017, with the purpose of developing a consumer delivery system. The Company’s principal office is in Dimona, Israel.
On August 31, 2025, the Company completed the acquisition of Liberty Home Inspection Services LLC (“LHIS”), a Washington-based provider of home inspection services, through the issuance of
The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s website and apps before another company develops similar websites or apps.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies of BestGofer Inc. and Subsidiary (the “Company”) is presented to assist in understanding the Company’s consolidated financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying consolidated financial statements. These consolidated financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose.
Basis of Presentation and Consolidation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the nine months ended August 31, 2025.
The consolidated financial statements include the accounts of BestGofer Inc. and its wholly owned subsidiary LHIS. All intercompany balances and transactions have been eliminated upon consolidation.
Accounting Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.
Revenue recognition
We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The ASC 606’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
9
BESTGOFER, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Fair Value of Financial Instruments
The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.
Advertising
Advertising expenses are recorded as general and administrative expenses when they are incurred.
Use of Estimates
The preparation of consolidated financial statements in accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s consolidated financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Business Combinations
The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations. The Company allocates the fair value of purchase consideration to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. Any excess of the fair value of the consideration transferred over the fair value of the identifiable net assets acquired is recorded as goodwill. If the fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred, a bargain purchase gain is recognized in earnings.
Determining the fair value of assets acquired and liabilities assumed requires management judgment and involves the use of estimates. The results of operations of the acquired business are included in the Company’s consolidated financial statements beginning on the acquisition date.
10
BESTGOFER, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Acquisition-related costs such as legal, accounting, valuation, and consulting fees are expensed as incurred and are not included in the purchase price consideration.
Goodwill arising from business combinations is not amortized but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable.
Capital Stock
No shares of Preferred Stock were issued or outstanding as of August 31, 2025 and November 30, 2024.
Basic and Diluted Net Loss per Common Share
Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.
Income Taxes
The Company accounts for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
A valuation allowance is established when management determines it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company evaluates tax positions in accordance with ASC 740-10, recognizing the benefit of a tax position only if it is more likely than not to be sustained upon examination by taxing authorities. Any interest and penalties related to uncertain tax positions are recorded as a component of income tax expense.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.
NOTE 3 - GOING CONCERN
The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
11
BESTGOFER, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The ability of the Company to continue as a going concern is dependent upon its ability to successfully raise funds through the capital market. and eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with app development. The Company may experience a cash shortfall and be required to raise additional capital.
Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
In the past year, the Company funded operations by using cash proceeds received from related party (See Note 6). For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.
NOTE 4 - ACCOUNTS PAYABLE
Accounts payable movements during the nine months ended August 31, 2025 and for the year ended November 30, 2024 presented below:
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August 31, 2025 |
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November 30, 2024 |
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Opening balance of accounts payables |
$ |
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$ |
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Addition of payables |
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Settlement of payables |
|
(
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(
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Payable forgiven |
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(
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Closing balance of accounts payables |
$ |
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$ |
|
Percentage of vendor concentration and number of vendor details are presented below:
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August 31, 2025 |
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November 30, 2024 |
||
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Percentage of vendor concentration |
No of vendors |
|
Percentage of vendor concentration |
No of vendors |
|
Accounts payable |
100% |
|
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96% |
|
As at August 31, 2025, and November 30, 2024, amounts due to accounts payable vendors are $
NOTE 5 - COMMON STOCK
Common Stock
As at August 31, 2025 and November 30, 2024, the Company’s authorized stock consists of
On August 31, 2025, the company issued
12
BESTGOFER, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As at August 31, 2025 and November 30, 2024, the Company’s issued and outstanding consists of
Preferred Stock
As of August 31, 2025 and November 30, 2024, the Company has no shares of preferred stock issued and outstanding, respectively.
NOTE 6 - RELATED PARTY TRANSACTIONS
On February 09, 2022, the Company received $
On May 03, 2022, the Company received $
On May 04, 2022, the Company received $
During September 2022, the Company received $
During January 2023, the Company received $
During April 2023, the Company received $
During January 2024, Company received $
During February 2025, Company received $
During May 2025, Company received $
On August 31, 2025, Company acquired a related-party receivable of $
As at August 31, 2025, and November 30, 2024, amounts due to related parties are $
NOTE 7 - BUSINESS COMBINATION
On August 31, 2025, the Company completed the acquisition of
13
BESTGOFER, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations. The total purchase consideration, measured at the fair value of $
As the acquisition date and the reporting date were the same (August 31, 2025), LHIS’s results of operations were not included in the consolidated statement of operations for the current period. LHIS will be included in the Company’s consolidated financial results beginning September 1, 2025.
The allocation of the purchase price to the identifiable assets acquired and goodwill recognized is summarized below:
|
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August 31, 2025 |
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Purchase price paid by share issue of 20,000 shares |
$ |
|
|
Less: Fair value of tangible assets acquired |
|
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Cash at bank |
|
(
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Due from related party |
|
(
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Fair value of goodwill |
$ |
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NOTE 8 - SUBSEQUENT EVENT
The Company evaluated all events or transactions that occurred after August 31, 2025, through October 21, 2025 and determined that it does not have any subsequent event requiring recording or disclosure in the consolidated financial statements for the period ended August 31, 2025.
14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with (i) our unaudited financial statement as of August 31, 2025, that appears elsewhere in this registration statement. This registration statement contains certain forward-looking statements, and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.
Going Concern
The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the sale of products and services through our websites. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary. Our auditors have expressed a going concern opinion which raises substantial doubts about the Issuers ability to continue as a going concern.
Plan of Operation
On August 31, 2025, the Company issued 20,000 common shares in completion of the acquisition agreement signed that day. The Company conducts house inspections.
Liquidity and Capital Resources
As of August 31, 2025, the Company has $112,500 in total assets. These assets are in the form of bank balance $62, goodwill of $ 92,048, due from related party of $7,890 and advance to vendor of $12,500, As of August 31, 2025, the company has $131,947 in liabilities. These liabilities are in the form of due to related party $63,425, accounts payable $65,522 and accrued expenses $3,000.
As of November 30, 2024, the Company has $12,500 in total assets. These assets are in the form of advance to vendor of $12,500. As of November 30, 2024, the company has $111,047 in liabilities. These liabilities are in the form of due to related party $16,925, accounts payable $94,122. Accumulated deficit as of August 31, 2025, and November 30, 2024, is $195,153 and $179,653, respectively.
Net cash used in operating activities for the nine months period ended August 31, 2025, and August 31, 2024, was $46,500 and $1,375. Cash flows from investing activities for the nine months period ended August 31, 2025, and August 31, 2024, was $62 and $0. Cash flows from financing activities for the nine months period ended August 31, 2025, and August 31, 2024, was $46,500 and $1,375.
We have no material commitments for the next twelve months. We will however require additional capital to meet our liquidity needs.
The Company has no intention in investing in short-term or long-term discretionary financial programs of any kind.
Results of Operations
Lack of Revenues
We have a limited operational history. Company has not generated any revenues during the three and nine months ended August 31, 2025. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.
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Operating Expenses
Overview for the three months ended August 31, 2025, and August 31, 2024
The Company’s operating expenses for the three months ended August 31, 2025, and August 31, 2024, were $5,400 and $3,899. Operating expenses consisted of general and administrative expenses $2,400 and professional fees $3,000 for the three months ended August 31, 2025. Operating expenses consisted of general and administrative expenses $3,524 and professional fees $375 for the three months ended August 31, 2024
Overview for the nine months ended August 31, 2025, and August 31, 2024
The Company’s operating expenses for the nine months ended August 31, 2025, and August 31, 2024, were $20,900 and $28,322. Operating expenses consisted of general and administration expenses $11,500 and professional fees $9,400 for the nine months ended August 31, 2025, and operating expenses consisted of general and administrative expenses $10,938 and professional fees $17,384 for the nine months ended August 31, 2024.
Net Loss
During the three months ended August 31, 2025, and August 31, 2024, the Company recognized net losses of $5,400 and $3,899 respectively.
During the six months ended August31, 2025, and August 31, 2024, the Company recognized net losses of $20,900 and $28,322 respectively.
Our independent registered public accounting firm has expressed a going concern opinion which raises substantial doubts about our ability to continue as a going concern. Due to the limited nature of the Company’s operations to date, the Company does not believe that past performance is any indication of future performance. The impact on the Company’s revenue of recognized trends and uncertainties in our market will not be recognized until such time as the Company has had sufficient operations to provide a baseline.
Off-Balance Sheet Arrangements
We do not have any 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 that are material to investors.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation
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techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.
Revenue Recognition . We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The ASC 606’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
Loss Per Common Share . Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. As of August 31, 2025, there were no share equivalents outstanding..
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable to Smaller Reporting Companies.
Item 4. Controls and Procedures.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of August 31, 2025, we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company’s management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of August 31, 2025, our Company’s disclosure controls and procedures were not effective and do not provide reasonable assurance that material information related to our Company 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 the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
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· Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Management assessed the effectiveness of our internal control over financial reporting as of August 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.
Our management concluded that, as of August 31, 2025, our internal control over financial reporting was ineffective due to the Company's small size and lack of segregation of duties.
This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this quarterly report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the third quarter ended August 31, 2025, that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal actions pending against us nor any legal actions contemplated by us at this time.
Item 1A. Risk Factors
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On August 31, 2025, the company issued 20,000 common shares in completion of the acquisition agreement signed that day.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
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Exhibit |
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Description |
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Certification of Principal Executive Officer of BestGofer Inc, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
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Certification of Principal Accounting Officer of BestGofer Inc, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
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Certification of Chief Executive and Financial Officer of BestGofer Inc, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.** |
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101 |
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Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.* |
* Filed herewith
** Furnished herewith
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BestGofer Inc. |
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Date: October 21, 2025 |
By: /s/ Mohammad Hasan Hamed |
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Mohammad Hasan Hamed, President/CEO/CFO and Principal Accounting Officer |
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