UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from __________ to __________
Commission file number
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7371 |
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| (State or Other Jurisdiction of | (Primary Standard Industrial | (IRS Employer | ||
| Incorporation or Organization) | Classification Code Number) | Identification Number) |
+
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | ||
| Accelerated filer | ☐ | Smaller reporting company |
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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.
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 September 15, 2025.
KHEOBA CORP.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| 2 |
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.
| 3 |
KHEOBA CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
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July 31, 2025 (Unaudited) |
October 31, 2024 |
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| ASSETS | ||||||||
| Cash on hand | $ |
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$ |
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| Cash in transit |
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| Escrow |
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| Prepaid expenses |
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| Accounts receivable |
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| Total current assets |
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| Right of use assets |
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| Software development costs, net |
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| Website development costs, net |
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| Total Assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Accounts payable | $ |
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$ |
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| Accounts payable - related party |
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| Loan payable |
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| Income tax payable |
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| Operating lease liability, current |
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| Total current liabilities |
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| Operating lease liability, non-current |
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| Total liabilities |
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| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding at par |
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| Additional paid in capital |
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| Retained earnings (Accumulated deficit) |
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| Total Stockholders’ Equity |
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| Total Liabilities and Stockholders’ Equity | $ |
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$ |
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The accompanying notes are an integral part of these financial statements.
| 4 |
KHEOBA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
Three months ended July 31, 2025 (Unaudited) |
Three months ended July 31, 2024 (Unaudited) |
Nine months ended July 31, 2025 (Unaudited) |
Nine months ended July 31, 2024 (Unaudited) |
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| Revenues | $ |
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$ |
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$ |
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$ |
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| Cost of goods sold |
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| Gross Profit |
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| Operating Expenses | ||||||||||||||||
| General and Administrative Expenses |
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| Professional Fees |
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| Total Operating Expenses |
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| Net Income (Loss) From Operations |
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| Provision for income taxes |
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| Net Income (Loss) | $ |
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$ |
(
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) | $ |
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$ |
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| Net Income (Loss) Per Share: Basic and Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted Average Number of Shares Outstanding: Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
KHEOBA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Common Stock |
Additional Paid-in |
Retained Earnings (Accumulated |
Total Stockholders’ |
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| Shares | Amount | Capital | Losses) | Equity | ||||||||||||||||
| Balance, October 31, 2023 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Common shares issued for cash |
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| Net income for the quarter ended January 31, 2024 | – |
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| Balance, January 31, 2024 |
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$ |
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$ |
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$ |
(
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) | $ |
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| Net loss for the quarter ended April 30, 2024 | – |
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| Balance, April 30, 2024 |
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$ |
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$ |
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$ |
(
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| Net loss for the quarter ended July 31, 2024 | – |
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| Balance, July 31, 2024 |
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$ |
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$ |
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$ |
(
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| Balance, October 31, 2024 |
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$ |
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$ |
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$ |
(
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| Debt forgiveness | – |
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| Net loss for the quarter ended January 31, 2025 | – |
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| Balance, January 31, 2025 |
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$ |
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$ |
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$ |
(
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| Net income for the quarter ended April 30, 2025 | – |
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| Balance, April 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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| Net income for the quarter ended July 31, 2025 | – |
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| Debt forgiveness | – | – | 12 | – | – | |||||||||||||||
| Balance, July 31, 2025 |
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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 financial statements.
| 6 |
KHEOBA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Nine months ended
2025 (Unaudited) |
Nine months ended
2024 (Unaudited) |
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| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ |
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$ |
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| Adjustments to reconcile Net Income (Loss) to net cash provided by operations: | ||||||||
| Depreciation expense |
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| CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES |
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| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Website development costs |
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| Software development costs |
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| CASH FLOWS USED IN INVESTING ACTIVITIES |
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| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Advance from director |
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| Related party loan |
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| Proceeds from the sale of common stock |
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| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
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| Net increase (decrease) in cash and equivalents |
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| Cash and equivalents at beginning of the period |
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| Cash and equivalents at end of the period | $ |
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$ |
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| Supplemental cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ |
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$ |
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| Taxes | $ |
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$ |
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Disclosure of Debt Forgiveness
During the reporting period, the Company entered
into an agreement with its former director, Mr. Gaga Gvenetadze, resulting in the forgiveness of debt totaling $
In accordance with U.S. GAAP, the total forgiven
debt of $
The accompanying notes are an integral part of these financial statements.
| 7 |
KHEOBA CORP.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JULY 31, 2025
(Unaudited)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Company History
Kheoba Corp. (“the Company,” “we,” “our”) commenced operations in 2021, initially focusing on the provision of software solutions to the tourism industry in Europe. Over time, the Company expanded its services beyond tourism and now supports clients across multiple industries throughout Europe and Asia.
For the nine months ended July 31, 2025 and 2024,
the Company generated revenues of $
Strategic Developments
By the end of fiscal year 2024, the Company established partnerships with a select group of reputable software developers specializing in Enterprise Resource Planning (ERP) and CRM systems. This enabled the Company to maintain its European client base while pursuing growth in Asian markets, where small- and medium-sized enterprises (SMEs) frequently face challenges securing customized software solutions.
On January 10, 2025, Mr. Tien Seng Tong (the “Investor”) entered into stock purchase agreements to acquire an aggregate of 6,000,000 shares of the Company’s common stock. This privately negotiated transaction (the “Acquisition”) resulted in the Investor obtaining a controlling 74 percent equity stake. The Acquisition positioned the Company to leverage its established European expertise together with the Investor’s client network in Asia.
Expansion into Asia
In February 2025, the Company established wholly owned subsidiaries in Singapore and Hong Kong to conduct its software solutions business. The Singapore subsidiary, KHOB PTE. LTD., is of particular strategic importance, serving as the regional headquarters for business development and client engagement in Asia. The Hong Kong subsidiary, KHOB LIMITED, was also established in February 2025 but has not commenced operations as of July 31, 2025..
NOTE 2 – GOING CONCERN
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the
Company had retained earnings of $
While this positive operating result indicates improved financial performance, the Company’s ability to continue as a going concern is dependent on its ability to sustain profitability, maintain adequate working capital, and secure additional financing if necessary to support its growth plans. The Company is attempting to commence operations and generate sufficient revenue. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. Management has evaluated the Company’s financial condition and its ability to continue as a going concern within one year after the date the financial statements are issued and has concluded that these conditions do not raise substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 8 |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.
The Company’s year-end is October 31.
The financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results of operations for the nine months ended July 31, 2025 are not necessarily indicative of the results to be expected for the year ending October 31, 2025.
Principle of consolidation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries (collectively the “Company”). The Company eliminates all significant intercompany balances and transactions in its audited consolidated financial statements.
The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements.
On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. The most significant estimates include revenue recognition, allowance credit losses against receivable, accruals for potential liabilities and contingencies. 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. Cash and cash equivalents includes cash on hand, cash in transit and cash in escrow account.
Cash in transit is the money which is in the process of being deposited or recorded, but not yet reflected in the bank statement of the Company.
Cash in escrow account r efers to funds held by a neutral third party, which will be transferred to the C ompany or its suppliers promptly upon the C ompany's instruction .
Accounts receivable, net
The Company accounts for its accounts receivable in accordance with ASC 326, Financial Instruments – Credit Losses. Under this standard, the Company estimates expected credit losses over the life of its accounts receivable using a current expected credit loss (CECL) model. Management evaluates the collectibility of accounts receivable by considering factors such as historical collection experience, current economic conditions, customer creditworthiness, and other relevant factors.
Accounts receivable are written off when deemed uncollectible. Changes in the allowance for credit losses are recorded in the statements of operations as a component of general and administrative expenses. No allowance was required as of July 31, 2025.
| 9 |
Leases – Right-of-Use Assets and Lease Liabilities
The Company accounts for leases with a term greater than 12 months in accordance with ASC 842, Leases. These leases are classified as operating leases, and the Company presents right-of-use (“ROU”) assets and corresponding lease liabilities on its consolidated balance sheet under a single classification.
ROU assets represent the Company’s right to use an underlying asset during the lease term. Lease liabilities represent the Company’s obligation to make lease payments. At lease commencement, ROU assets and lease liabilities are measured based on the present value of future lease payments, discounted using the Company’s incremental borrowing rate. ROU assets are subsequently amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the underlying asset. Lease liabilities are reduced as lease payments are made and increased for interest expense recognized using the effective interest method.
In March 2025, the Company recognized ROU assets
and corresponding lease liabilities in connection with two separate operating lease arrangements—one for its wholly owned subsidiary
KHOB LIMITED in Hong Kong and another for KHOB PTE. LTD. in Singapore.
Website Development Costs
The Company amortizes these costs using the straight-line method over a period of three years, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
In May 2023 and January 2024, the Company capitalized
website development costs of $
During the Website Application and Infrastructure Development Stage, the Company relied on Codification 350-50-25-7, which states “Costs to obtain and register an internet domain shall be capitalized under Section 350-30-25”. Codification 350-50-25-6 states “Costs incurred to purchase software tools, or costs incurred during the application development stage for internally developed tools, shall be capitalized”.
Based on the above, the Company website costs are capitalized.
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 $
| 10 |
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 included in current assets and current liabilities in the condensed consolidated balance sheets approximate their fair values because of the short-term nature of such instruments.
Impairment for long-lived assets
The Company reviews long-lived assets, including intangible assets (software and website), for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future pre-tax cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset Company), when the market prices are not readily available.
The adjusted carrying amount of the asset is the
new cost basis and is depreciated over the asset’s remaining useful life. Long-lived assets are grouped with other assets and liabilities
at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. As of
July 31, 2025 and October 31, 2024,
Account payable
Accounts payable represent amounts due to software developers for software referral and development services, and amounts due to specialized contractors for Web3 consultancy and customization services.
Revenue Recognition
Kheoba Corp. (“the Company”) recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers. The core principle of ASC 606 is to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The Company applies ASC 606’s five-step model:
| 1. | Identify the contract(s) with a customer. |
| 2. | Identify the performance obligations in the contract. |
| 3. | Determine the transaction price. |
| 4. | Allocate the transaction price to the performance obligations. |
| 5. | Recognize revenue when (or as) a performance obligation is satisfied. |
A contract is within the scope of ASC 606 when it is probable that the Company will collect the consideration to which it is entitled.
| 11 |
The Company’s solutions are modular in structure, allowing clients to adopt only the components most relevant to their needs. The Company operates under two principal revenue models:
| 1. | Referring clients to partner software developers and earning referral commissions upon project completion; or |
| 2. | Collaborating with developers to co-create software solutions tailored to client requirements, recognizing revenue upon delivery or service completion. |
| 3. | Provide consultancy and customization services to certain customers in the area of Web3. |
Performance Obligations and Revenue Recognition
a) Software Revenues (Principal)
| - | Nature of Promise: The Company sells proprietary software modules, including modules historically developed for the tourism sector, or collaborates with develops to co-create software solutions tailored to client requirements. Following contract execution, the Company may engage a contractor to assist with development and delivery. | |
| - | Performance Obligation: Each software module represents a distinct performance obligation, with inseparable customization services bundled when applicable. | |
| - | Timing of Satisfaction: Revenue is recognized at a point in time when the client signs a written confirmation of delivery and service completion, evidencing transfer of control. At that point, the Company invoices the client and the contractor invoices the Company. | |
| - | Transaction Price: The consideration is typically a fixed amount specified in the customer contract. |
b) Commission on Software Sales (Agent)
| - | Nature of Promise: In referral arrangements, the Company acts as an agent by sourcing and arranging for a contractor to deliver software directly to the client. The client contracts with, and pays, the Company, but the Company does not obtain control of the underlying software. |
| - | Principal vs. Agent Analysis: The contractor is responsible for fulfillment and bears delivery risk. The Company’s promise is limited to arranging for the provision of software; therefore, the Company acts as an agent. |
| - | Performance Obligation: To provide referral and facilitation services. |
| - | Timing of Satisfaction: Revenue is recognized at a point in time, when the client signs confirmation of service or software delivery and the Company’s right to its commission is enforceable. |
| - | Transaction Price & Measurement: The Company recognizes only its net commission as revenue. Client payments flow through the Company, which deducts its commission and remits the balance to the contractor. |
c) Consulting and Customization Services (Principal)
| - | Nature of Promise: The Company provides consulting, implementation, and customization services, often working alongside contractors. |
| - | Performance Obligation: To provide the contracted professional services. |
| - | Timing of Satisfaction: Revenue is recognized at a point in time, when the client signs written confirmation of service completion, demonstrating that the performance obligation has been satisfied. |
| - | Transaction Price: Consideration is typically a fixed fee, invoiced upon client confirmation of service delivery. |
Segment Reporting
The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. Based on the management’s assessment, the Company determines that it has four operating segments and therefore four reportable segments according to the revenue sources.
The following table presents the Company’s revenue disaggregated based on revenue source for the three and nine months ended July 31, 2025 and 2024:
| Three months ended | Nine months ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Consultancy services | $ |
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$ |
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$ |
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$ |
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| Software |
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| Tourism programs |
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| Total Revenue | $ |
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$ |
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$ |
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$ |
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| 12 |
Revenue Concentration
The following is a summary of customers that represent greater than 10% of total sales for the periods presented:
| Nine months ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| Customer A |
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| Customer B |
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| Customer C |
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| Customer D |
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| Customer E |
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For the nine months ended July 31, 2025, a few major customers accounted for a significant portion of our revenues, with the largest customer representing 32% of total revenues.
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.
Jurisdictional Tax Considerations
The Company operates across three key jurisdictions—Nevada (USA), Singapore, and Hong Kong SAR—each offering distinct tax advantages that support its global business strategy.
Nevada does not impose a state corporate income tax, which reduces the Company’s overall state-level tax burden. However, the Company remains subject to U.S. federal corporate income tax and may be liable for other state-level obligations such as the Commerce Tax and Modified Business Tax, depending on revenue and payroll thresholds.
The Company is incorporated in the State of Nevada, which does not impose a state corporate income tax. As such, dividends received from foreign subsidiaries are not subject to state-level taxation. At the federal level, dividends received from the Company’s wholly owned subsidiaries in Singapore and Hong Kong are taxable. However, under Section 245A of the Internal Revenue Code, the Company may be eligible for a 100% dividends-received deduction on qualifying foreign-source dividends, provided the subsidiaries meet the criteria for Controlled Foreign Corporations (CFCs). This structure allows the Company to optimize its global tax position while remaining compliant with U.S. tax regulations.
Singapore applies a flat corporate income tax rate of 17%, with partial exemptions available for qualifying companies. The jurisdiction also offers a one-tier tax system, meaning dividends are tax-exempt at the shareholder level. Singapore’s transparent and business-friendly tax regime supports the Company’s regional operations through KHOB PTE. LTD.
Hong Kong SAR follows a territorial tax system, taxing only profits sourced within Hong Kong. The two-tiered profits tax regime applies a rate of 8.25% on the first HKD 2 million of profits and 16.5% thereafter. Offshore income is generally exempt unless it falls under the refined Foreign-Sourced Income Exemption (FSIE) regime. This structure supports the Company’s operations through KHOB LIMITED and EASY SMART TECHNOLOGY LIMITED.
These tax environments contribute to the Company’s ability to optimize its global tax position while maintaining compliance with applicable laws and regulations.
| 13 |
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 July 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 – ACCOUNT PAYABLE - RELATED PARTY
As of July 31, 2025, the Company owed $
NOTE 5 – STOCKHOLDERS’ EQUITY
The Company has , $ par value shares of common stock authorized.
During November 2023, the Company issued
shares of common stock for cash proceeds of $
During December 2023, the Company issued
shares of common stock for cash proceeds of $
As of July 31, 2025, there were shares of common stock issued and outstanding.
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.
| 14 |
NOTE 7 – INCOME TAXES
The components of the Company’s provision for federal income tax for the nine months ended July 31, 2025 and the year ended October 31, 2024 consists of the following:
|
July 31, 2025 |
October 31, 2024 |
|||||||
| Federal income tax benefit (provision) attributable to: | ||||||||
| Current operations | $ |
|
$ |
|
||||
| Less: Utilization of NOL carry-forward |
(
|
) |
|
|||||
| Less: valuation allowance |
|
(
|
) | |||||
| Net provision for federal income taxes | $ |
|
$ |
|
||||
The provision for the current period is calculated
using the U.S. federal corporate tax rate of
|
July 31, 2025 |
October 31, 2024 |
|||||||
| Deferred tax asset attributable to: | ||||||||
|
Net operating loss carryover
|
$ |
|
$ |
|
||||
| Less: valuation allowance |
|
(
|
) | |||||
| Net deferred tax asset | $ |
|
$ |
|
||||
The provision for the current period is calculated
using the U.S. federal corporate tax rate of
The Company is currently reviewing its tax provision methodology to ensure that income earned by foreign subsidiaries is taxed at the appropriate local jurisdictional rates. If the Singapore-sourced income was incorrectly taxed at the U.S. federal rate, the provision may be overstated, and adjustments may be required in future filings.
Jurisdictional Tax Considerations
Singapore: KHOB PTE. LTD. is subject to a flat corporate tax rate of 17%. Singapore does not impose withholding tax on dividends paid to foreign shareholders. Under Singapore’s one-tier tax system, dividends are exempt from further taxation when distributed.
Hong Kong SAR: KHOB LIMITED is subject to a two-tier profits tax regime (8.25% on the first HKD 2 million, 16.5% thereafter). Hong Kong does not impose withholding tax on dividends, and offshore income is generally exempt unless captured under the FSIE regime.
United States (Nevada): The Company is incorporated in Nevada, which does not impose a state corporate income tax. However, dividends received from foreign subsidiaries are subject to U.S. federal income tax. If the subsidiaries qualify as Controlled Foreign Corporations (CFCs), the Company may be eligible for the Section 245A dividends-received deduction, allowing a 100% deduction on qualifying foreign-source dividends.
The Company will continue to evaluate its tax position and consult with tax advisors to ensure compliance with applicable laws and accurate financial reporting.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to July 31, 2025 through September 15 2025, and has determined that it does not have any material subsequent events to disclose in these financial statements.
| 15 |
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 initiated our operations in 2021 and position ourselves as software solution expert. We specialized in tourism industry in Europe at the beginning and now has expanded our services to clients in various industries across Europe and Asia.
For the fiscal years ended October 31, 2024, and 2023, the Company derived revenue from the sale of specific modules of its Customer Relationship Management (CRM) Software (the “Software”) to tourism industry clients. During the years ended October 31, 2024, and 2023 we generated revenue of $41,055 and $16,000, respectively.
As of the end of fiscal year 2024, the Company formed partnerships with a number of high-quality software developers specializing in ERP and CRM solutions. Meanwhile, while retaining its European client base, the Company laid out a regional expansion plan into Asian market, leveraging its expertise and proven operational model to serve emerging Asian software market.
On January 10, 2025, Mr. TIEN SENG TONG (the “Investor”) entered into stock purchase agreements to acquire an aggregate of 6,000,000 shares of the Company’s common stock. Through this privately negotiated transaction (the “Acquisition”), the Investor obtained a controlling 74% equity stake in KHEOBA CORP. (the “Company”). Leveraging our industry experience in serving clients in Europe and the Investor’s client resources in Asia, the Company has continuously expanded the software solutions business to Asia region.
The Company established wholly-owned subsidiaries in Singapore and Hong Kong starting from February 2025 to conduct its ERP and CRM software solutions business. These solutions consist of multiple modular components , enabling clients to purchase specific modules that align with their operational requirements. The Company collaborates with a selected group of reputable software developers with expertise in softwares systems such as ERP and CRM systems. The Company refers prospective clients to the above software developers based on clients’ customized needs and receives referral commissions once the software programs are completed. Alternatively, the Company works with these software developers to develop software modules to meet the clients’ customized requirements and recognizes revenue upon delivery or service completion.
In July 2025, the Company expanded its service offerings to include Web3-based solutions tailored for small and medium-sized enterprises (SMEs) in Asia. Web3 technologies—such as decentralized applications (dApps), blockchain-based identity systems, and smart contract automation—are increasingly being adopted by businesses seeking greater transparency, security, and operational efficiency. Through partnerships with specialized contractors, the Company provides consultancy and customization services to assist the customers in developing Web3 tools that complement its existing ERP and CRM offerings. These include blockchain-based decentralized data storage solutions, and smart contract-enabled workflows.
| 16 |
Management continues to evaluate the sustainability of operations and closely monitors liquidity and capital needs. The Company’s financial statements have been prepared under the assumption that it will continue as a going concern, and management expects that additional capital will be required to meet long-term operating requirements.
The Reincorporation Merger
On July 29, 2025, our board of directors approved this prospectus/information statement and confirmed their determination that it would be in the best interest of the Company to change our jurisdiction of incorporation from Nevada to BVI (as previously defined, the “Reincorporation”). Our Majority Stockholder has executed the Written Consent approving the Reincorporation.
We are proposing to effect that change by effecting a reincorporation merger, pursuant to which the Company will become a wholly-owned subsidiary of KHEOBA BVI, and the stockholders of the Company will exchange their shares of common stock and options to purchase common stock, on a one-for-one basis, for Class A ordinary shares and options to purchase Class A ordinary shares of KHEOBA BVI, as applicable.
In order to facilitate the Reincorporation Merger, KHEOBA BVI, formed a wholly owned new BVI subsidiary company, Merger Sub, on May 27 2025. KHEOBA BVI currently holds all of the issued shares of Merger Sub, being 50,000 Merger Sub Class A Ordinary Shares.
Upon consummation of the Reincorporation Merger and effectiveness of the requisite filings with the Nevada Secretaries of State, KHEOBA Nevada will be merged with and into Merger Sub, with Merger Sub surviving the Reincorporation Merger as a wholly-owned subsidiary of KHEOBA BVI, and KHEOBA Nevada’s corporate existence will cease. Merger Sub will continue its corporate existence as the primary asset of KHEOBA BVI. Merger Sub will remain a company incorporated under BVI law.
Upon effectiveness of the Reincorporation Merger, each outstanding KHEOBA Nevada Share will be canceled and the holders thereof will receive or be allotted and issued an equal number of KHEOBA BVI Class A Ordinary Shares. On or prior to closing of the Reincorporation Merger, Mr. Tieng Seng Tong, being the sole shareholder of KHEOBA BVI holding 50,000 KHEOBA BVI Class A ordinary shares immediately prior to the Reincorporation Merger (the “Initial Shares”), will surrender all of the Initial Shares to the Company for cancellation for no consideration. Accordingly, the Major Stockholder of KHEOBA Nevada prior to the Reincorporation Merger will own all of the KHEOBA BVI Class A Ordinary Shares, in substantially the same amounts and percentages as they held KHEOBA Nevada Shares after closing.
Employees; Identification of Certain Significant Employees
Mr. Ka Miew Hon, the Company’s Chief Executive Officer, continues to devote approximately twenty hours per week to company matters. In addition, the Company has engaged several other full-time employees through its subsidiaries in Singapore and Hong Kong to support its operational, administrative, and sales functions.
Government Regulation
We are subject to compliance with laws, governmental regulations, administrative determinations, court decisions and similar constraints.
The company upon implementing its business plan expects to be in compliance with U.S. federal laws, including the U.S. Privacy Act of 1974, Health Insurance Portability and Accountability Act of 1996, Children’s Online Privacy Protection Act of 1998 (COPPA), 1999 Gramm-Leach Bliley Act that protects the rights and data of U.S. consumers, patients, minors and others.
The Nevada state laws (Nevada Revised Statutes – NRS)
CHAPTER 603A - SECURITY AND PRIVACY OF PERSONAL INFORMATION
SECURITY OF INFORMATION MAINTAINED BY DATA COLLECTORS AND OTHER BUSINESSES
State of Nevada Online Privacy Policy - Effective Date 11/25/02 | 3.03 B.
Law of Georgia in cybersecurity Number 6391-Ic
Law of Georgia in security and privacy of personal information Number 5669-PC
We will also be subject to common business and tax rules and regulations pertaining to the normal business operations.
| 17 |
DESCRIPTION OF PROPERTY
Our business office is located at 60 Kaki Bukit PI, 09-12 Eunos Techpark, Singapore 415979. As of July 31, 2025, the Company maintains leased office premises in both Hong Kong and Singapore through its wholly owned subsidiaries KHOB LIMITED and KHOB PTE. LTD., respectively. The Singapore office serves as our operational and administrative hubs supporting the Group ’ s expansion and business development in the Asia-Pacific region.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
RESULTS OF OPERATIONS
We generated net income from operations of $ 452,489 for the nine months ended July 31, 2025, marking the first period of profitability since inception. While this reflects a positive trend in our financial performance, our management continues to evaluate the sustainability of operations and monitors liquidity and capital needs closely. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Results of operations for the three and nine months ended July 31, 2025 and 2024
During the three months ended July 31, 2025 we generate revenue of $354,929. Total operating expenses for the three months ended July 31, 2025 were $40,220. The operating expenses included general and administrative expenses. Our net profit from operations was $239,709
During the three months ended July 31, 2024 we generate revenue of $21,815. Total operating expenses for the three months ended July 31, 2024 were $31,165. The operating expenses included general and administrative expenses. Our net loss was $19,350.
During the nine months ended July 31, 2025 we generated revenue of $680,057. Total operating expenses for the nine months ended July 31, 2025 were $93,338. The operating expenses included general and administrative expenses. Our net profit from operations was $452,488.
During the nine months ended July 31, 2024 we generated revenue of $32,115. Total operating expenses for the nine months ended July 31, 2024 were $48,628. The operating expenses included general and administrative expenses. Our net loss was $26,513.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2025, our total assets were $844,448. Total assets were comprised of $789,630 in current assets, $43,582 in right of use assets, $6,500 in software development costs and $4,736 in website development costs.
As at July 31, 2025, our current liabilities were $420,890, non-current liabilities were $16,089 and stockholders’ equity was $407,469.
CASH FLOWS FROM OPERATING ACTIVITIES
For the nine months ended July 31, 2025 net cash flows provided by operating activities was $202,436.
For the nine months ended July 31, 2024 net cash flows used in operating activities was $4,749.
CASH FLOWS FROM INVESTING ACTIVITIE S
For the nine months ended July 31, 2025 net cash flows used in investing activities was $0.
For the nine months ended July 31, 2024 net cash flows used in investing activities was $32,130.
| 18 |
CASH FLOWS FROM FINANCING ACTIVITIES
For the nine months ended July 31, 2025 net cash flows provided by financing activities was $16,246.
For the nine months ended July 31, 2024 net cash flows provided by financing activities was $30,940.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 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.
| 19 |
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 July 31, 2025, no
director or officer of the Company
| ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) | |
| 32.1 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| 20 |
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 September 15, 2025.
| KHEOBA CORP. | ||||
| By: | /s/ Ka Miew Hon | |||
| Name: | Ka Miew Hon | |||
| Title: | President | |||
| (Principal Executive, Financial and Accounting Officer) | ||||
| 21 |