Quarterly Report for Quarter Ending August 31, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition of Hestia Insight Inc. for the Nine months ended August 31, 2025, and August 31, 2024, should be read in conjunction with the Hestia Insight Inc. unaudited consolidated financial statements and the notes thereto contained elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements and Business sections in our Form 10-K as filed with the Securities and Exchange Commission on March 17, 2025. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "August," "will," "should," "could," and similar expressions to identify forward-looking statements.

Unless otherwise indicated, references to the "Company," "us" or "we" refer to Hestia Insight Inc. and its subsidiaries.

Overview

Hestia Insight Inc. ("Hestia", "Hestia Insight", or the "Company") was incorporated in the State of Nevada on November 19, 2003, under the name Luxshmi Investments, Inc. ("Luxshmi Investments"), until the Company changed its name to Hestia Insight Inc. on March 27, 2019. On March 12, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing 300,000,000 shares of capital stock, comprised of 290,000,000 shares of common stock, par value $0.001 per share (the "Common Stock") and 10,000,000 shares of preferred stock, par value $0.00001 per share (the "Preferred Stock"). On March 27, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation (i) effecting a name change from Luxshmi Investments, Inc. to Hestia Insight Inc., and (ii) effecting a 50-to-1 reverse stock split of the Company's issued and outstanding shares of common stock (the "Reverse Stock Split"). The Reverse Stock Split did not impact the Company's authorized shares of Common Stock or Preferred Stock, or its par value. On August 16, 2019, the Company entered into a Share Exchange Agreement with Hestia Investments Inc., a Wyoming corporation ("Hestia Investments"), to exchange, on a 1-for-1 basis, 27,614,200 shares of the Company's Common Stock in exchange for 27,614,200 shares of Hestia Investments which were owned by 100% of the then-shareholders of Hestia Investments (the "Share Exchange Transaction"). As a result of the Share Exchange Transaction, Hestia Investments became a wholly owned subsidiary of the Company.

The Company is focused primarily on the healthcare and biotech sectors through the Company's two wholly owned operating subsidiaries, Hestia Investments Inc. ("Hestia Investments"), and HSTA HEALTH INC., d/b/a Hestia Vending ("Hestia Vending"). Hestia Investments provides strategic consulting, medical supply sales and marketing support, management, and capital markets advisory services for select micro, small and medium sized companies within the healthcare and biotech sectors. Hestia Vending operates within the healthy food, beverage and wellness products industry and the smart vending machine industry. The Company is positioned to make strategic acquisitions of emerging growth companies with unique sciences and technologies. The Company intends to pursue the acquisition and development of healthcare related technologies in the healthcare and biotech sectors through acquisition, licensing, or joint ventures. The Company will also consider a third avenue of investing in certain technologies. The Company entered the healthcare sector to explore emerging healthcare technologies, especially growth companies that own and develop unique sciences and technologies.

Our Markets and Services

The Company's wholly owned operating subsidiary, Hestia Investments, provides strategic consulting, medical supply sales support, management, and capital market advisory services for select micro, small and medium sized companies in the healthcare and biotech sectors.

During the quarter ended August 31, 2025, the Company's wholly owned subsidiary, Hestia Vending, completed the sale and termination of its vending machine operations.

As previously disclosed, Hestia Vending operated within the healthy food, beverage, and wellness products industry through the purchase and deployment of fully automated vending machines obtained from HealthyYOU Vending LLC under a Vending Purchase Agreement dated July 11, 2022. The subsidiary also maintained a strategic partnership with ChargerGoGo, Inc., a Las Vegas-based portable-charging-station network.

In August 2023, the Company sold eight (8) vending machines for $19,000 as part of a partial divestiture. In the current quarter, the remaining vending machines and related equipment were fully disposed of, and the vending and charging-station operations were discontinued. The carrying value of the remaining vending assets was written off.

The Company does not expect to generate additional revenues or incur future expenses from the vending or charging-station business lines. Management continues to focus its resources on the Company's other active business segments and strategic initiatives.

Strategic Shift and Capital Raise

During the Nine month period, Hestia Insight Inc. discontinued its legacy operations in Healthy Vending Services and Portable Charging Network Business to focus on high-growth areas in AI product development and IP-based consulting.

The Board approved a capital raise of up to $5 million through equity and/or convertible debt. Proceeds will support:

●

Expansion of the AI development team

●

R&D acceleration

●

Marketing of AI consulting tools

●

General corporate purposes

This move aligns with the Company's strategy to become a leader in AI-driven advisory services.

The Company is positioned to make strategic acquisitions of and enter joint ventures with emerging growth companies with unique sciences and technologies. The Company also provides sales and marketing guidance and services and capital markets advisory services to its clients.

Sales and Marketing

We seek to develop new business through relationships driven by our senior management, which have extensive contacts throughout the healthcare system. Our senior management is seeking opportunities for joint ventures, strategic relationships and acquisitions in the healthcare and biotech sectors.

Business Model

The Company intends to pursue the acquisition and development of healthcare related technologies in the healthcare and biotech sectors through acquisition, licensing or joint ventures. We will also consider a third avenue of investing in certain technologies. The Company entered the healthcare sector to explore emerging healthcare technologies, especially growth companies that own and develop unique sciences and technologies.

Competitive Advantages

The Company focuses on small and micro-cap companies in the healthcare and biotech sectors with limited access to growth capital. We provide specialized consulting services to assist companies with their operations in the public markets. Our management team is experienced in risk management and exit planning. The Company's competitive advantages include a global business network of healthcare, investment and financial professionals who are integrated into the technology licensing and commercialization departments of universities and institutions. Through our offered services and access to investment, we intend to accelerate the development and commercialization of the healthcare businesses that we engage with.

Strategic Relationships

Noether Sciences and Technologies, Inc. On November 18, 2020, the Company entered into a non-binding Supplemental Agreement of Memorandum of Understanding (the "Noether MOU") with Noether Science and Technologies, Inc. ("NSAT") pursuant to which the parties will seek to enter into a definitive agreement to (i) establish an exclusive partnership that will focus on research and treatment of neurological and psychiatric disorders, (ii) commercialize existing NSAT technologies for the healthcare market, (iii) provide the Company with an exclusive license to use and develop the existing and ready to use depression and anxiety therapy protocols in the United States, and (iv) establish a neurotherapy center in the metropolitan New York City area and another 3-4 clinics in other strategic areas yet to be determined.

Immudyne Nutritional. On June 21, 2020, the Company entered into a sales agency agreement with Immudyne Nutritional LLC ("Immudyne"), pursuant to which the Company acts as sales agent for certain of Immudyne's medical products. Immudyne is located in Jacksonville, Florida.

We are in negotiation in our areas of focus with respect to potential acquisitions and strategic partnerships. There is no guarantee that we will be able to successfully sign a definitive agreement, close or implement such business arrangement.

Intellectual Property

The Company owns no patents. We have not applied for or received patent protection in the US or any other country, and, as a result, there is a distinct risk that we will not be able to adequately protect our intellectual property rights in these countries. We own and control a variety of trade secrets, confidential information, trademarks, and other intellectual property rights that, in the aggregate, are of material importance to our business. We consider our trademarks, service marks, and other intellectual property to be proprietary, and rely on a combination of copyright, trademark, trade secret, non-disclosure, and contractual safeguards to protect our intellectual property rights.

Competition

In our current consulting business, we compete with a number of advisory firms offering similar service including consulting and strategy firms; market research, data, benchmarking, and forecasting providers; technology vendors and services firms; health care information technology firms; technology advisory firms; outsourcing firms; and specialized providers of advisory services. Other organizations, such as state and national trade associations, group purchasing organizations, non-profit think-tanks, and database companies, also August offer research, consulting, tools, and advisory services to health care organizations.

We believe that the principal competitive factors in our market include quality and timeliness of our services, strength and depth of relationships with our clients, ability to meet the changing needs of current and prospective clients, measurable returns on customer investment, and service and affordability.

As our business develops and we expand through joint ventures, acquisitions and strategic partnerships in the U.S., we will have competition with other direct service providers, emerging technologies and medical communication platforms. The Company will seek to maintain a competitive advantage through intellectual property, superior quality management and cutting-edge technology.

Government Regulation

The health care industry in the U.S. is highly regulated and subject to changing political, legislative, regulatory, and other influences. Further, the healthcare industry is currently undergoing rapid change. We are uncertain how, when or in what context these new changes will be adopted or implemented. These new regulations could create unexpected liabilities for us, could cause us or our members to incur additional costs and could restrict our or our clients' operations. Many of the laws are complex and their application to us, our clients, or the specific services and relationships we have are not always clear. Our failure to anticipate accurately the application of these laws and regulations, or our other failure to comply, could create liability for us, result in adverse publicity, and otherwise negatively affect our business.

Employees

The Company has three employees. We otherwise rely on the services of independent contractors.

Our Offices

Our principal executive office is located at 400 S. 4th Street, Suite 500, Las Vegas, NV 89101.

Our Website

www.HestiaInsight.com

Legal Proceedings

From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to, and our property is not subject to, any material legal proceedings.

Reports to Security Holders

We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the SEC in order to meet our timely and continuous disclosure requirements. We August also file additional documents with the SEC if they become necessary in the course of our company's operations.

Going Concern

We have a limited operating history, and our continued growth is dependent upon the continuation of providing medical consulting services to our clients, generating revenue, and obtaining additional financing to fund future obligations, and pay liabilities arising from normal business operations. We had accumulated deficits of $(1,048,748) at August 31, 2025. The report of our independent registered public accounting firm on our financial statements for the year ended November 30, 2024, contained an explanatory paragraph regarding our ability to continue as a going concern based upon cash used in operating activities and the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These factors, among others, raised substantial doubt about our ability to continue as a going concern. Our financial statements appearing elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate significant revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company. The financial statements contained herein do not include any adjustments that might result from the outcome of this uncertainty.

Our ability to continue as a going concern is dependent upon our ability to carry out our business plan, achieve profitable operations, obtain additional working capital funds from our significant shareholders, and or through debt and equity financing. However, there can be no assurance that any additional financing will be available to us on satisfactory terms and conditions, if any.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes and the valuation of equity transactions.

We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results August differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or products have been sold, the purchase price is fixed or determinable and collectability is reasonably assured.

We provide medical related consulting services to our clients. We are paid fees for our services by our clients under written consulting agreements. Each contract calls for a fixed payment for a fixed period of time. We recognize revenue by providing medical related consulting services under written service contracts with our customers. Revenue related to our service offerings is recognized as the services are performed and amounts are earned, using the straight-line method over the term of the related services agreement. Prepayments, if any, received from customers prior to the services being performed are recorded as advance from customers. In these cases, when the services are performed, the amount recorded as advance from customers is recognized as revenue.

Income Taxes

We are governed by the income tax laws of the United States. Income taxes are accounted for pursuant to ASC 740 "Accounting for Income Taxes," which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probably that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is changed to equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority, and we intend to settle its current tax assets and liabilities on a net basis.

Stock-based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification ("ASC") 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the "measurement date." The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expenses based on the fair value of the award at the reporting date. The awards to consultants and other third parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. We are currently evaluating the impact it August have on our consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our consolidated financial condition, results of operations, cash flows or disclosures.

RESULTS OF OPERATIONS

Comparison of Results of Operations for the Nine month ended August 31, 2025, and August 31, 2024

Revenue

For the Nine months ended August 31, 2025, total revenues is 8,000. For the Nine months ended August 31, 2024, revenue was $1,312,930, all of which consisted of consulting revenue. The limited amount of revenue was due to our current emphasis on planning and preparation for our future revenue.

Cost of Revenue

Cost of revenue includes the cost of internal labor and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs. These costs are recorded as operating expenses. For the Nine months ended August 31, 2025, and August 31, 2024, there were no costs of revenue.

Operating Expenses

For the Nine months ended August 31, 2025 operating expenses were $289,317 representing an increase of $100,261 over the operating expenses of $189,056 for the Nine months ended August, 2024. This increase in operating expenses was mainly driven by a increase in professional fees related to becoming and being a public company.

For the Nine months ended August 31, 2025, and August, 2024, operating expenses consisted of the following:

		For the Nine month ended August 31, 2025				For the Nine month ended August 31, 2024
Selling expenses		$	-			$	1,664
Professional fees			95,108				103,021
Other general and administrative expenses			194,209				84,371
		$	289,317			$	189,056

	●	Our selling expenses mainly include our marketing and sales staff's salaries and related benefits, plus travel and entertainment costs incurred by our sales department. Selling expenses totalled and $0 for the Nine months ended August 31, 2025 and $1,664 for the Nine months ended August 31, 2024. Selling expense as a percentage of revenue for the Nine months ended August 31, 2025 is 0%, and for the Nine months ended August, 2024, it was 0.126%
	●	Professional fees primarily consisted of accounting fees, legal service fees, consulting fees, investor relations service charges, OTC markets application and listing fees and other fees incurred for services related to becoming and being a public company. For the Nine months ended August 31, 2025 and August, 2024, professional fees amounted to $95,108 and $103,021, respectively, a decrease of $7,913 or 7.6%. We expect professional fees to be significant as we incur significant costs associated with our public company reporting requirements, and costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission.
	●	Other general and administrative expenses mainly consisted of wages and payroll taxes of our employees, compensation to our officers and board members, automobile expenses, office supplies, rent, bank service charges, depreciation, and other miscellaneous items. Other general and administrative expenses totalled $194,209 for the Nine months ended August 31, 2025 as compared to $84,371 for the Nine months ended August 30, 2024, an increase of $109,838.

Income (Loss) from Operations

As a result of the foregoing, for the Nine months ended August 31, 2025, loss from operations amounted to $(934,426), as compared to income from operations of $713,103 for the Nine months ended August 31, 2024.

Other Income (Expense)

Other income includes dividends and interest income from stock dividends and bank deposits that amounted to $75 and $2,625, for the Nine months ended August 31, 2025 and August 31, 2024, respectively.

The Company had realized gains on equity investments of $435 & $0 for the Nine months ended August 31, 2025 and August 31, 2024, respectively.

Note: 8/31/2025- The Company had unrealized losses on equity investments of ($711,921) for the Nine months ended August 31, 2025, and unrealized losses on equity investments of ($409,653) for the Nine months ended August 31, 2024, for the Nine months ended August 31, 2025 and August 31, 2024, respectively, the Company ($20,277) & 0- sales of capital assets for each period.

The Company had $6,648 interest expense for the Nine months ended August 31, 2025 and $3,743 interest expense for the Nine months ended August 31, 2024.

Income Taxes

We did not have any income tax expense for the Nine months ended August 31, 2025 and August 31, 2024, since we did not have any taxable income in the periods which was not reduced by prior net operating loss carry forwards or reduced by the exclusion of any unrealized gains/(losses) on equity investments, which are excluded from our taxable income until they become realized gains/(losses) on equity investments.

Net Income (Loss)

The net Loss for the Nine months ended August 31, 2025, was $934,426 and the net income for the Nine months ended August 31, 2024, was $713,103.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. On August 31, 2025, and November 30, 2024, we had cash and cash equivalent balances of $39,956 and $41,163, respectively. These funds are kept in financial institutions located in United States. We had total liabilities of $262,805 on August 31, 2025, of which $88,961 for accounts payable and accrued liabilities and $173,844 for a related party note. We had total liabilities of $206,306 on November 30, 2024, of which $32,450 is for accounts payable and accrued liabilities. As of August 31, 2025, and November 30, 2024, the Company had accumulated earnings/(deficits) of $(1,048,748) and $(114,323), respectively.

We currently have no agreements and arrangements with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.

Cash flows from Operating Activities

Operating activities used $(105,465) in cash during the Nine months ended August 31, 2025 as compared with using $(118,813) in cash during the Nine months ended August 31, 2024. The decrease in cash used in operating activities during the Nine months ended August 31, 2025, is primarily due to the increase consulting income and the decrease in operating expenses described above.

Cash flows from Investing Activities

For the Nine months ended August 31, 2025, the cash flows in investing activities provided $9,345 in proceeds from the sale of investment equities $7,845 and sale of fixed assets $1,500. For the Nine months ended August 31, 2024, the Company received $2,625 in proceeds from dividend and interest income.

Cash flows from Financing Activities

For the Nine months ended August 31, 2025, the Company received $94,913 in proceeds provided by a related party loan. For the Nine months ended August 31, 2024, the Company received $78,931 in proceeds provided by a related party loan.

Our capital requirements for the next twelve months primarily relate to cash to pay salaries, consulting fees and fees related to third parties' professional services. All funds received have been primarily expended in the furtherance of growing the business. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

●

An increase in working capital requirements to finance our current business;

●

Addition of administrative and sales personnel as the business grows; and

●

The cost of being a public company.

We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than working capital, advances received from related parties and funds received pursuant to securities purchase agreements, we presently have no other significant alternative sources of working capital. We have used these funds to fund our operating expenses, pay our obligations and grow our company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing operations and obligations. Therefore, our future operation is dependent on our ability to secure additional financing. Financing transactions August include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders August experience additional dilution or the new equity securities August have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital August restrict our ability to grow and August reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to cease our operations. To date, we have not considered this alternative, nor do we view it as a likely occurrence.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

We presently do not have any contractual obligations.

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 is material to investors.

Since inception, our principal sources of operating funds have been proceeds from equity financing including the sale of our Common Stock to initial investors known to management and principal shareholders of the Company. We do not expect that our current cash on hand will fund our existing operations. We will need to raise additional capital in order to execute our business plan and growth goals for at least the next twelve-month period thereafter. If the Company is unable to raise sufficient additional funds, it will have to execute a slower than planned growth path, reduce overhead and scale back its business plan until sufficient additional capital is raised to support further operational expansion and growth. There can be no assurance that such a plan will be successful.

Inflation

The effect of inflation on our revenue and operating results was not significant.