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

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.

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.

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 ACTIVITIES

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.

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.