Quarterly Report for Quarter Ending July 31, 2024 (Form 10-Q)

kheo_10q.htm

UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended July 31, 2024

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 333-263020

KHEOBA CORP.

(Exact name of registrant as specified in its charter)

Nevada		7371		98-1636812
(State or Other Jurisdiction of		(Primary Standard Industrial		(IRS Employer
Incorporation or Organization)		Classification Code Number)		Identification Number)

Petonal el Cerezo 8,

2A Los Realejos38410,

Tenerife, Spain

+1 (702) 920-3738

(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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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	☒
Non-accelerated filer	☒	Emerging growth company	☒

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. Yes ☒ No ☐

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: 8,092,000 common shares issued and outstanding as of September 13, 2024.

KHEOBA CORP.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

			Page
PART I	FINANCIAL INFORMATION:		3
Item 1.	Financial Statements (Unaudited)		3
	Balance Sheets as of July 31, 2024 (Unaudited) and October 31, 2023		4
	Statements of Operations for the three and nine months ended July 31, 2024 and 2023 (Unaudited)		5
	Statements of Stockholders' Equity for the three and nine months ended July 31, 2024 and 2023 (Unaudited)		6
	Statements of Cash Flows for the nine months ended July 31, 2024 and 2023 (Unaudited)		7
	Notes to the Interim Unaudited Financial Statements		8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.	Controls and Procedures		17
PART II	OTHER INFORMATION:		18
Item 1.	Legal Proceedings		18
Item 1A	Risk Factors		18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3.	Defaults Upon Senior Securities		18
Item 4.	Submission of Matters to a Vote of Securities Holders		18
Item 5.	Other Information		18
Item 6.	Exhibits		19
	Signatures		20

2

Table of Contents

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

Table of Contents

KHEOBA CORP.

BALANCE SHEETS

		July 31, 2024 (Unaudited)			October 31, 2023
ASSETS
Cash on hand		$	10,839			$	16,778
Prepaid expenses			-				13,000
Total current assets			10,839				29,778
Software Development Costs, net			21,833				-
Website Development Costs, net			8,613				2,917
Total Assets		$	41,285			$	32,695
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		$	10,000			$	2,537
Deferred revenue			-				3,300
Notes payable			15,000				-
Related party loan			4,370				4,370
Total current liabilities			29,370				10,207
Commitments and Contingencies			-				-
Stockholders' Equity
Common stock, $0.001 par value, 75,000,000 shares authorized; 8,092,000 and 7,295,000 shares issued and outstanding at par			8,092				7,295
Additional paid in capital			39,748				24,605
Accumulated deficit			(35,925	)			(9,412	)
Total Stockholders' Equity			11,915				22,488
Total Liabilities and Stockholders' Equity		$	41,285			$	32,695

The accompanying notes are an integral part of these financial statements.

4

Table of Contents

KHEOBA CORP.

STATEMENTS OF OPERATIONS

		Three months ended July 31, 2024 (Unaudited)			Three months ended July 31, 2023 (Unaudited)			Nine Months ended July 31, 2024 (Unaudited)			Nine months ended July 31, 2023 (Unaudited)
REVENUES		$	21,815			$	6,600			$	32,115			$	16,000
Cost of goods sold			10,000				-				10,000				-
Gross Profit			11,815				6,600				22,115				16,000
OPERATING EXPENSES
General and Administrative Expenses			6,934				292				8,612				929
Professional Fees			24,231				8,806				40,016				9,810
TOTAL OPERATING EXPENSES			31,165				9,098				48,628				10,102
NET INCOME (LOSS) FROM OPERATIONS			(19,350	)			(2,498	)			(26,513	)			5,898
PROVISION FOR INCOME TAXES			-				-				-				-
NET INCOME (LOSS)		$	(19,350	)		$	(2,498	)		$	(26,513	)		$	5,898
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			8,092,000				6,000,000				8,058,727				6,000,000

The accompanying notes are an integral part of these financial statements.

5

Table of Contents

KHEOBA CORP.

STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

		Common Stock			Additional Paid-in			Deficit			Total Stockholders'
		Shares			Amount			Capital			Accumulated			Equity
Balance, October 31, 2022			6,000,000			$	6,000			$	-			$	(9,365	)		$	(3,365	)
Net loss for the quarter ended January 31, 2023			-				-				-				-				-
Balance, January 31, 2023			6,000,000				6,000				-				(9,365	)			(3,365	)
Net income for the quarter ended April 30, 2023			-				-				-				8,396				8,396
Balance, April 30, 2023			6,000,000				6,000				-				(969	)			5,031
Net loss for the quarter ended July 31, 2023			-				-				-				(2,498	)			(2,498	)
Balance, July 31, 2023			6,000,000			$	6,000			$	-			$	(3,467	)		$	2,533
Balance, October 31, 2023			7,295,000			$	7,295			$	24,605			$	(9,412	)		$	22,488
Common shares issued for cash			797,000				797				15,143								15,940
Net income for the quarter ended January 31, 2024			-				-				-				3,699				3,699
Balance, January 31, 2024			8,092,000				8,092				39,748				(5,713	)			42,127
Net loss for the quarter ended April 30, 2024			-				-				-				(10,862	)			(10,862	)
Balance, April 30, 2024			8,092,000				8,092				39,748				(16,575	)			31,265
Net loss for the quarter ended July 31, 2024			-				-				-				(19,350	)			(19,350	)
Balance, July 31, 2024			8,092,000			$	8,092			$	39,748			$	(35,925	)			11,915

The accompanying notes are an integral part of these financial statements.

6

Table of Contents

KHEOBA CORP.

STATEMENTS OF CASH FLOWS

		Nine months ended			Nine months ended
		July 31, 2024 (Unaudited)			July 31, 2023 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	(26,513	)		$	5,898
Adjustments to reconcile Net Income (Loss) to net cash provided by operations:
Depreciation Expense			4,601				291
Deferred Revenue			(3,300	)			-
Prepaid Expenses			13,000				-
Accounts payable			7,463				(4,160	)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES			(4,749	)			2,029
CASH FLOWS FROM INVESTING ACTIVITIES
Software Development Costs			(24,000	)			-
Website Development Costs			(8,130	)			-
CASH FLOWS USED IN INVESTING ACTIVITIES			(32,130	)			-
CASH FLOWS FROM FINANCING ACTIVITIES
Note payable			15,000				-
Proceeds from the Sale of Common Stock			15,940				-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			30,940				-
Net increase (decrease) in cash and equivalents			(5,939	)			2,029
Cash and equivalents at beginning of the period			16,778				2,005
Cash and equivalents at end of the period		$	10,839			$	4,034
Supplemental cash flow information:
Cash paid for:
Interest		$	-			$	-
Taxes		$	-			$	-

The accompanying notes are an integral part of these financial statements.

7

Table of Contents

KHEOBA CORP.

NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS

NINE MONTHS ENDED JULY 31, 2024

(Unaudited)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Kheoba Corp. (referred as the "Company", "we", "our") was Incorporated in the State of Nevada and established on July 27, 2021. The Company is developing in software development and travel industry. We are offering group adventures in Georgia, Caucasus mountains region and Tenerife, Spain. We intend to develop and provide an online platform for private and group adventures in Georgia, Caucasus mountains region and Tenerife, Spain. We have launched two websites: https://georgiahikewinetours.com/ and https://tenerifesurfwinetours.com/ to promote our activity. Additionally, we have launched our website (kheoba.com). It is tailored for perspective Kheoba guides.

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 an accumulated deficit of $35,925 at July 31, 2024, revenue of $32,115 for the nine-month ended July 31, 2024. The Company has Related party loan of $4,370 on a balance sheet at July 31, 2024. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company's cash position may not be sufficient to support the Company's daily operations. 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.

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.

NOTE 3- SUMMARY OF SIGNIFCANT 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, 2024 are not necessarily indicative of the results to be expected for the year ending October 31, 2024.

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 and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

8

Table of Contents

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

The Company owes $4,370 in Related Party Loan currently to director as per operating expenses of July 31, 2024.

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 2022 the Company capitalized website development costs of $3,500 which will be amortized over three years. As of July 31, 2024, the total amount of website development cost was $3,500 and the amortization expense was $1,458. The Company expects to recognize amortization expense of $292 for the remainder of the fiscal year ending October 31, 2024, amortization expense of $1,167 for the fiscal year ending October 31, 2025, and amortization expense of $583 for the fiscal year ending October 31, 2026.

In May 2024 the Company capitalized website development costs of $8,130 which will be amortized over three years. As of July 31, 2024, the total amount of website development cost was $8,130 and the amortization expense was $1,559. The Company expects to recognize amortization expense of $677 for the fiscal year ending October 31, 2024, amortization expense of $2,710 for the fiscal year ending October 31, 2025, amortization expense of $2,710 for the fiscal year ending October 31, 2026 and amortization expense of $474 for the fiscal year ending October 31, 2027.

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 and July 2024, the Company capitalized software development costs of $13,000 and $11,000, respectively, which will be amortized over three years. As of July 31, 2024, the total amount of website development cost was $24,000 and the amortization expense was $2,167. The Company expects to recognize amortization expense of $2,000 for the fiscal year ending October 31, 2024, amortization expense of $8,000 for the fiscal year ending October 31, 2025, amortization expense of $8,000 for the fiscal year ending October 31, 2026 and amortization expense of $3,833 for the fiscal year ending October 31, 2027.

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.

9

Table of Contents

The carrying value of cash and the Company's loan from shareholder approximates its fair value due to their short-term maturity.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from contracts with customers (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the considerations that the Company expects to receive in exchange for those goods.

The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.

The Company derives revenues from selling tourism programs and certain modules of our Customer Relationship Management (CRM) Software (the "Software").

Tourism Programs

We have sold six 'Caucasus Mountains Retreat' tourism programs to six sets of participants. Some of these participants opted for additional tours, including the 'Old Tbilisi One Day Tour' and the 'Old Tbilisi 3 Days Tour'. The 'Caucasus Mountains Retreat' is a 5-day guided tour priced at $550 per person. The 'Old Tbilisi One Day Tour' is available at $50 per person, while the 'Old Tbilisi 3 Days Tour' costs $200 per person. Our primary offering is the 'Caucasus Mountains Retreat' program.

At our company, customers pay us for our guided tours, which are thoughtfully designed to include tailored sightseeing, immersive local experiences, and a range of outdoor activities. We have curated a network of trusted providers who specialize in offering high-quality meals, comfortable accommodation, and convenient transportation. Customers have the flexibility to select and pay for these services directly with the respective providers, in addition to the tour fee they pay to our company.

The tour includes customized tourist attractions and viewpoints in the Caucasus Mountains region. The company can arrange comfortable accommodations for the duration of the tour, such as hotels or lodges situated in picturesque locations near the Caucasus Mountains. The company handles transportation logistics, including airport transfers and transportation between various destinations throughout the tour. As stated, the tour is guided, so the company provides experienced guides who are knowledgeable about the region's history, culture, and natural beauty. The company organizes suitable activities for participants, taking into account their preferences and fitness levels.

The company can organize breakfast, lunch, and dinner at selected restaurants or provide packed meals for outdoor excursions, ensuring that participants have access to nourishing and delicious food. Our company provides customer support throughout the tour, addressing any concerns or issues that participants may have.

Also, we are offering Tenerife beginner surf lessons that are thoughtfully designed to provide a fun, safe, and educational experience. Customers pay for our structured lessons, which include coaching, ocean safety instruction, and surfboard rental. In addition to the lesson fee, customers have the option to choose and pay for additional services provided by our trusted local partners, such as beachside accommodations, meal options, and transportation.

We can assist in arranging comfortable accommodations nearby, ranging from beachfront hostels to boutique hotels, so participants can fully immerse themselves in the coastal atmosphere. We also handle transportation logistics, offering shuttle services to and from the surf spots, as well as airport transfers if needed.

10

Table of Contents

We can arrange meal options with local cafes and restaurants, offering fresh, nourishing meals to refuel after a surf session, or provide packed lunches for those who prefer to relax on the beach between lessons. Throughout their time with us, participants can rely on our customer support team to assist with any questions or concerns, ensuring a smooth and enjoyable experience from start to finish.

In determining the transaction price, we utilize various sources of information, including historical data, market conditions, contractual terms, customer-specific factors, and estimates of variable consideration, where applicable. These considerations enable us to make a reasonable estimate of the transaction price based on the information available at the time of revenue recognition. The transaction price is contractual. No other party can recognize revenue or issue refunds because the Kheoba director is the only party involved. Based on fair market price we allocate the transaction price as follows: 20% is planning/arranging, 30% is assistance and 50% is guide service.

The Company collects payment from customers before the service is provided. When deposits are collected before the service is provided, the Company recognizes deferred income until the customer signs the act of acceptance. The Our performance obligation to plan and arrange trip are met when we finished with planning and arranging for the customers. Our performance obligation to perform assistance during the tour if needed is met when the tour is over in case no assistance is requested. Our obligation to perform the guided tours is met when we finish the guided tour and indication that guided tour is finished is signed by customers the act of acceptance of our services. The company determines that the obligation for guided tour is satisfied when the customer signs the act of acceptance. We consider the signing of the act of acceptance as the point in time when promised services is transferred to the customer. As of July 31, 2024 and October 31, 2023, deferred revenue was $0 and $3,300, respectively.

CRM Software

We have CRM software comprising various components, modules, or blocks. Buyers might be interested in purchasing certain modules of our Software, to meet its business requirements. Task Report, Revenue Graph, My Deals by Milestones and Daily sales comparison modules were purchased on 10/26/2023.

Following the guidelines of the relevant accounting standards (ASC 606), we recognize revenue when we satisfy a performance obligation. In our case, this occurs at the point of product delivery or service completion.

The process begins with the issuance of an invoice to our client. This step signifies our formal request for payment for the services agreed upon or products to be delivered. Subsequent to issuing an invoice, we receive payment from the client. This step demonstrates the client's commitment and willingness to pay for our services or products. The pivotal moment in our revenue recognition process is the delivery of the product or the completion of the service to our client. This is when we have fulfilled our performance obligation. The delivery marks the transfer of control of the software product or service from our company to the client, which is the critical event for revenue recognition.

For pricing our software, we start by understanding all costs involved (both direct and indirect) to ensure our pricing covers expenses and secures profitability. Additionally, we assess the value our software delivers to customers, focusing on the benefits and solutions it provides. We investigate competitor pricing and market expectations to inform our pricing strategy. We select a model that fits our product and market, such as flat rate, subscription, usage-based, or feature-based tiering.

Segment Reporting

The following table presents the Company's revenue disaggregated based on revenue source for the three and nine months ended July 31, 2024 and 2023:

		Three Months Ended			Nine Months Ended
		July 31			July 31
		2024			2023			2024			2023
CRM Software		$	-			$	-			$	7,000			$	-
Tourism Programs		$	21,815			$	6,600			$	25,115			$	16,000
Total Revenue		$	21,815			$	6,600			$	32,115			$	16,000

11

Table of Contents

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,
	2024		2023
Customer A	22	%		-
Customer B	14	%		21	%
Customer C	14	%		-
Customer D	14	%		19	%
Customer E	13	%		-
Customer F	13	%		-
Customer G	10	%		-
Customer H	-			26	%
Customer I	-			20	%
Customer J	-			14	%

For the nine months ended July 31, 2024, revenue concentration was low due to the fact that our customers are not regular customers.

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.

Basic Income (Loss) Per Share

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, 2024, there were no 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 - RELATED PARTY NOTE

As of July 31, 2024, the Company owed $14,370 to the Company's sole director, Gaga Gvenetadze for the Company's operating expenses ($4,370) and for the services provided by the Director to the Company ($10,000). The amount is outstanding and payable upon request.

12

Table of Contents

NOTE 5 - COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On August 1, 2021 the Company issued 6,000,000 shares of common stock to a director for consideration of $6,000 at par value $0.001 per share.

During September 2023 the Company issued 427,000 shares of common stock for cash proceeds of $8,540 at $0.02 per share.

During October 2023 the Company issued 868,000 shares of common stock for cash proceeds of $17,360 at $0.02 per share.

During November 2023 the Company issued 755,000 shares of common stock for cash proceeds of $15,100 at $0.02 per share.

During December 2023 the Company issued 42,000 shares of common stock for cash proceeds of $840 at $0.02 per share.

There were 8,092,000 shares of common stock issued and outstanding as of July 31, 2024.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Our sole officer and director, Gaga Gvenetadze, has agreed to provide his own premise under office needs. He will not take any fee for these premises; it is for free use.

NOTE 7 - INCOME TAXES

The components of the Company's provision for federal income tax for the nine months ended July 31, 2024 and the year ended October 31, 2023 consists of the following:

		July 31, 2024			October 31, 2023
Federal income tax benefit attributable to:
Current operations		$	35,925			$	9,412
Less: valuation allowance			(35,925	)			(9,412	)
Net provision for federal income taxes		$	-			$	-

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

		July 31, 2024			October 31, 2023
Deferred tax asset attributable to:
Net operating loss carryover		$	7,544			$	1,977
Less: valuation allowance			(7,544	)			(1,977	)
Net deferred tax asset		$	-			$	-

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $35,925 as of July 31, 2024, for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 8 - SUBSEQUENT EVENTS

In accordance with ASC 855-10 the Company has analyzed its operations subsequent to July 31, 2024 through September 13, 2024, and has determined that it does not have any material subsequent events to disclose in these financial statements.

13

Table of Contents

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 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. Our phone number is +1 (702) 920-3738.

We are developing 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.

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.

Currently, we have 2 sources of revenue stream: Georgia guided tours and Tenerife surf lessons for beginners.

Additionally, we have launched our website (kheoba.com). 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.

14

Table of Contents

Our earnings will come from an annual access fee, essentially an annual subscription. An agent will pay $500 or $1,000 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.

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

We have no employees other than our sole officer and director, Gaga Gvenetadze who currently devotes approximately twenty hours per week to company matters.

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 sole officer and president, Mr. Gvenetadze. Our telephone number is (702) 920-3738.

15

Table of Contents

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 have incurred recurring losses to date. 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, 2024 and 2023

During the three months ended July 31, 2024 we generated revenue of $21,815. The cost of goods sold for the three months ended July 31, 2024, was $10,000. 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 three months ended July 31, 2023 we generated revenue of $6,600. Total operating expenses for the three months ended July 31, 2023 were $9,098. The operating expenses included general and administrative expenses. Our net loss was $2,498.

During the nine months ended July 31, 2024 we generated revenue of $32,115. The cost of goods sold for the nine months ended July 31, 2024, was $10,000. 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.

During the nine months ended July 31, 2023 we generated revenue of $16,000. Total operating expenses for the nine months ended July 31, 2023 were $10,102. The operating expenses included general and administrative expenses. Our net income was $5,898.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2024, our total assets were $41,285. Total assets were comprised of $10,839 in current assets, $8,613 in website development costs and $21,833 in software development costs.

As at July 31, 2024, our current liabilities were $29,370 and stockholders' equity was $11,915.

CASH FLOWS FROM OPERATING ACTIVITIES

For the nine months ended July 31, 2024 net cash flows used by operating activities was $4,749.

For the nine months ended July 31, 2023 net cash flows provided by operating activities was $2,029.

CASH FLOWS FROM INVESTING ACTIVITIES

For the nine months ended July 31, 2024 net cash flows used in investing activities was $32,130.

For the nine months ended July 31, 2023 we have generated no cash used in investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

For the nine months ended July 31, 2024 net cash flows provided by financing activities was $30,940.

For the nine months ended July 31, 2023 we have generated no cash used in financing activities.

16

Table of Contents

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 generated limited 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, 2024. 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.

17

Table of Contents

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDING

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 SECURITES

None

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None

ITEM 5.

OTHER INFORMATION

None

18

Table of Contents

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)

19

Table of Contents

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 Tenerife, Spain on September 16, 2024.

	KHEOBA CORP.
	By:	/s/ Gaga Gvenetadze
	Name:	Gaga Gvenetadze
	Title:	President, Secretary, Director and Treasurer
		(Principal Executive, Financial and Accounting Officer)
	By:	/s/ Irakli Tatarishvili
	Name:	Irakli Tatarishvili
	Title:	Director

20

Public link

Please use the above public link if you want to share this noodl on another website.