07/10/2025 | Press release | Distributed by Public on 07/10/2025 10:26
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward looking statement notice
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
DESCRIPTION OF BUSINESS
Description of Business
We are development stage company commencing operations in software and travel industry. We intend to provide an online platform for private and group adventures in Georgia, Caucasus mountains region and Tenerife Spain. Our principal executive office is located at Petonal el Cerezo 8, 2A Los Realejos 38410, Tenerife, Spain.
We plan to develop a travel oriented online platform with the following features:
- | booking multi-day private and group tours. |
- | tour guide ranking algorithm by professional experience and clients' feedbacks. |
- | artificial intelligence-based algorithm for tour choosing. |
- | integrated CRM system for tour suppliers. |
- | integrated guides by topic (Georgian wine guide, Georgian cuisine guide etc.) |
- | tour experience pictures and video sharing algorithm. |
- | 24-hours chat support. |
Before we launch our platform, we are testing tours on the following topics:
- | Georgian wine tour. |
- | The Caucasus mountains retreat. |
- | Old Tbilisi tour. |
- | Tenerife wine tour |
- | Tenerife surf lessons for beginners. |
It is tailored for perspective Kheoba guides. We will try to attract various signature tour guides, whether they are companies or individual guides. They will pay us for access to our CRM program, hosted on kheoba.com. Our CRM program enables efficient tour management.
The program includes widgets, various calculators - everything necessary for such an assistant for the guide. Additionally, as an additional revenue stream, we can sell this platform to a tour agency that already provides it to their clients.
Our earnings will come from an annual access fee, essentially an annual subscription. An agent will pay $500 or $1000 per year and gains full access to this platform with support.
Alternatively, a company with five or six in-house guides who can also use our platform, the firm itself, can pay us $3,000 to $4,000.
We are planning to spend raised funds from the offering mostly on the software development and marketing campaign. We need up to $35,000 to create the artificial intelligence-based algorithm and CRM system coding. We need minimum of $8,000 to develop an internal CRM system for our platform. We can raise this amount if we sell 25% of the shares issued. We require additional funding of $27,000 to create artificial intelligence-based algorithm for our platform. We may proceed with the algorithm development if we sell minimum 75% of shares issued.
Changes in Control
On January 10, 2025, Mr. TIEN SENG TONG (the "Investor") entered into stock purchase agreements for the acquisition of an aggregate of 6,000,000 shares of Common Stock of the Company and acquired a controlling 74% equity stake in KHEOBA CORP. (the "Company") through a privately negotiated transaction.
The Investor has outlined the following strategic plans for the Company:
· | Explore opportunities for international expansion and strategic partnerships | |
· | Invest in internet related business development and explore the Asia Pacific market |
Additionally, on January 14, 2025, Gaga Gvenetadze resigned from all executive officer positions at the Company, including President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, and Secretary, with immediate effect. On the same date, Irakli Tatarishvili and Giorgi Sambadze also submitted their resignations as directors of the Company. Mr. Gvenetadze's decision to resign is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. The Board of the Company appointed Mr. Ka Miew Hon (age 47) as the President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer and Secretary, effective on January 14, 2025. The Company did not appoint any independent director.
Mr. Ka Miew Hon is an accomplished leader with over 20 years of experience in the information technology sector, specializing in enterprise software, cloud computing, and emerging technologies. He earned his Bachelor's Degree in Computer Science from Universiti Teknologi Malaysia in 2000. Previously, he served as Development Director at Buzz Interactive (2019-2024), where he enhanced workflow efficiency and client support services. At Snappymob (2014-2019), he modernized legacy systems and improved user interfaces. His earlier role at XOX Malaysia involved integrating ERP and CRM platforms. Mr. Hon is committed to driving innovation and fostering collaborative engineering teams in the tech industry.
Revenue
We are planning to generate revenue from the tour suppliers (individual tour guides, travel agencies). They can purchase monthly or annual access to the platform and CRM system. The platform users (customers) can purchase monthly or annual subscription for the new adventures list and special offers. We also plan to organize group tours to test our package tours and features hypothesis.
Competition and Marketing
There are plenty of online platforms and CRM systems with the tour offers and connection features between clients and tour guides. There many tour guides marketplaces as well. Majority of these platforms are concentrated on the worldwide adventures. We are considering to be a local oriented platform with specific knowledge about Georgia, national traditions and mentality. Moreover, we are planning to pay attention to the cultural aspects in different locations. We are planning to promote our services and products through influencers, micro-bloggers in YouTube and Instagram. Moreover, we are planning to hire the outsource sales representatives to sell our services to the tour agencies.
Employees; Identification of Certain Significant Employees
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№6391-Ic
Law of Georgia in security and privacy of personal information №5669-PC
We will also be subject to common business and tax rules and regulations pertaining to the normal business operations.
DESCRIPTION OF PROPERTY
Our business office is located at Petonal el Cerezo 8, 2A Los Realejos 38410, Tenerife, Spain. This address was provided by ex-director, Mr. Gvenetadze. As of April 30, 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. These offices serve as 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 $212,790 for the six months ended April 30, 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 six months ended April 30, 2025 and 2024
During the three months ended April 30, 2025 we generate revenue of $325,128. Total operating expenses for the three months ended April 30, 2025 were $34,788. The operating expenses included general and administrative expenses. Our net profit from operations was $231,109.
During the three months ended April 30, 2024 we did not generate any revenue. Total operating expenses for the three months ended April 30, 2024 were $10,862. The operating expenses included general and administrative expenses. Our net loss was $10,862.
During the six months ended April 30, 2025 we generated revenue of $325,128. Total operating expenses for the six months ended April 30, 2025 were $53,107. The operating expenses included general and administrative expenses. Our net profit from operations was $212,790.
During the six months ended April 30, 2024 we generated revenue of $10,300. Total operating expenses for the six months ended April 30, 2024 were $17,463. The operating expenses included general and administrative expenses. Our net loss was $7,163.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2025, our total assets were $385,784. Total assets were comprised of $322,019 in current assets, $50,475 in right of use assets, $7,584 in software development costs and $5,706 in website development costs.
As at April 30, 2025, our current liabilities were $144,713, non-current liabilities were $22,976 and stockholders' equity was $218,095.
CASH FLOWS FROM OPERATING ACTIVITIES
For the six months ended April 30, 2025 net cash flows provided by operating activities was $187,496.
For the six months ended April 30, 2024 net cash flows used in operating activities was $18,333.
CASH FLOWS FROM INVESTING ACTIVITIES
For the six months ended April 30, 2025 net cash flows used in investing activities was $0.
For the six months ended April 30, 2024 net cash flows used in investing activities was $13,000.
CASH FLOWS FROM FINANCING ACTIVITIES
For the six months ended April 30, 2025 net cash flows provided by financing activities was $16,247.
For the six months ended April 30, 2024 net cash flows provided by financing activities was $15,940.
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.