UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
or
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter) |
|
| 7371 |
| |
(State or other jurisdiction of |
| (Primary Standard Industrial |
| (I.R.S. Employer |
incorporation or organization) |
| Classification Code Number) |
| Identification No.) |
+1 (
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/a | N/a | N/a |
Securities registered under Section 12(g) of the Exchange Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ |
|
|
Accelerated filer | ☐ | Smaller reporting company | |
☒ | 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
TABLE OF CONTENTS
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| Table of Contents |
PART I
Item 1. 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 two sources of revenue streams: 1) Tourist programs, including guided tours in Georgia and beginner surf lessons in Tenerife; 2) Software sales.
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.
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 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 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.
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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 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 the Company’s officer and president, Mr. Gvenetadze. Our telephone number is (702) 920-3738.
Item 1A. Risk Factors.
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments.
Not applicable to smaller reporting companies.
Item 1C. Cybersecurity.
In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.
Item 2. Properties.
We do not own any real estate or other properties.
Item 3. Legal Proceedings.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
MARKET INFORMATION
Our common stock is not currently traded on any exchange. We cannot assure that any market for the shares will develop or be sustained.
HOLDERS
As of January 3rd , 2025, the Company had 8,092,000 shares of our common stock issued and outstanding held by our shareholders.
DIVIDENDS
No cash dividends were paid on our shares of common stock during the fiscal years ended October 31, 2024 and 2023.
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation or stock option plans.
RECENT SALES OF UNREGISTERED SECURITIES
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
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.
As of October 31, 2024 and 2023, the Company had 8,092,000 and 7,295,000 shares issued and outstanding, respectively.
OTHER STOCKHOLDER MATTERS
None.
Item 6. Selected Financial Data.
Not applicable to smaller reporting companies.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
RESULTS OF OPERATIONS
Results of operations for the years ended October 31, 2024 and 2023
During the years ended October 31, 2024 and 2023 we generated revenue of $41,055 and $16,000, respectively. The increase in total revenue of $25,055 for the year ended October 31, 2024 compared to the year ended October 31, 2023 is due to an overall increase in sales volume. The cost of goods sold for the years ended October 31, 2024 and 2023 were $14,000 and $0, respectively.
Total operating expenses for the years ended October 31, 2024 and 2023 were $61,350 and $16,047, respectively. The operating expenses included general and administrative expenses. The increase in operating expenses of $45,303 for the year ended October 31, 2024 compared to the year ended October 31, 2023 is primarily due to professional fees, marketing expenses and amortization expenses.
The net loss for the years ended October 31, 2024 and 2023 was $34,295 and $47, respectively. The net loss increased due to the factors discussed above.
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LIQUIDITY AND CAPITAL RESOURCES
As of October 31, 2024 and 2023, our total assets were $36,541 and $32,695, respectively. Total assets were comprised of $19,147 in current assets ($29,778 as of October 31, 2023), $7,644 in website development costs ($2,917 as of October 31, 2023) and $9,750 in software development costs ($0 as of October 31, 2023).
As of October 31, 2024, our current liabilities were $32,408 ($10,207 as of October 31, 2023) and stockholders’ equity was $4,133 ($22,488 as of October 31, 2024).
CASH FLOWS FROM OPERATING ACTIVITIES
For the years ended October 31, 2024 and 2023 net cash flows used by operating activities was $23,132 and $11,127, respectively.
CASH FLOWS FROM INVESTING ACTIVITIES
For the years ended October 31, 2024 and 2023 net cash flows used in investing activities was $21,130 and $0, respectively.
CASH FLOWS FROM FINANCING ACTIVITIES
For the years ended October 31, 2024 and 2023 net cash flows provided by financing activities was $28,580 and $25,900, respectively.
Critical Accounting Policies
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.
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.
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Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial reporting.
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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable to smaller reporting companies.
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Item 8. Financial Statements and Supplementary Data.
The Company's financial statements for the years ended October 31, 2024 and 2023, immediately follow.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Kheoba Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Kheoba Corp. (“the Company”) as of October 31, 2024 and 2023, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended October 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit, insufficient revenue, and related party loan. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
We have served as the Company’s auditor since 2021.
January 3, 2025
| F-2 |
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KHEOBA CORP.
BALANCE SHEETS
As of October 31, 2024 and 2023
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Total Liabilities and Stockholders’ Equity |
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The accompanying notes are an integral part of these financial statements.
| F-3 |
| Table of Contents |
KHEOBA CORP.
STATEMENTS OF OPERATIONS
For the years ended October 31, 2024 and 2023
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REVENUES |
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OPERATING EXPENSES |
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The accompanying notes are an integral part of these financial statements.
| F-4 |
| Table of Contents |
KHEOBA CORP.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the years ended October 31, 2024 and 2023
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Balance, October 31, 2022 |
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Balance, October 31, 2023 |
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Balance, October 31, 2024 |
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The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
KHEOBA CORP.
STATEMENTS OF CASH FLOWS
For the years ended October 31, 2024 and 2023
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The accompanying notes are an integral part of these financial statements.
| F-6 |
| Table of Contents |
KHEOBA CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
YEAR ENDED OCTOBER 31, 2024
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 $
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 SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.
The Company’s year-end is October 31.
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.
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 $
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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 $
In May 2024 the Company capitalized website development costs of $
During the Website Application and Infrastructure Development Stage, the Company relied on Codification 350-50-25-7, which states “Costs to obtain and register an internet domain shall be capitalized under Section 350-30-25”. Codification 350-50-25-6 states “Costs incurred to purchase software tools, or costs incurred during the application development stage for internally developed tools, shall be capitalized”.
Based on the above, the Company website costs are capitalized.
Software Development Costs
The Company amortizes these costs using the straight-line method over a period of three years, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
In January 2024, the Company capitalized software development costs of $
Fair Value of Financial Instruments
AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: | defined as observable inputs such as quoted prices in active markets; |
Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
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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 $
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.
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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 October 31, 2024 and October 31, 2023, deferred revenue was $
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 year ended October 31, 2024 and 2023:
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| Year ended October 31 |
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| 2024 |
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| 2023 |
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CRM Software |
| $ |
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| $ |
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Tourism Programs |
| $ |
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| $ |
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Total Revenue |
| $ |
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| $ |
| ||
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Revenue Concentration
The following is a summary of customers that represent greater than 10% of total sales for the periods presented:
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| Year ended October 31, |
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| 2024 |
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| 2023 |
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Customer A |
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Customer B |
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Customer C |
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Customer D |
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Customer E |
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Customer F |
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Customer G |
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Customer H |
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Customer I |
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Customer J |
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Customer K |
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Customer L |
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| % | ||
For the years ended October 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 October 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 October 31, 2024, the Company owed $
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NOTE 5 – COMMON STOCK
The Company has
During September 2023 the Company issued
During October 2023 the Company issued
During November 2023 the Company issued
During December 2023 the Company issued
There were
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Our 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 years ended October 31, 2024 and 2023 consists of the following:
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| October 31, 2024 |
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| October 31, 2023 |
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Federal income tax benefit attributable to: |
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Current operations |
| $ |
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| $ |
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Less: valuation allowance |
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| ( | ) |
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| ( | ) |
Net provision for federal income taxes |
| $ |
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| $ |
| ||
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
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| October 31, 2024 |
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| October 31, 2023 |
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Deferred tax asset attributable to: |
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Net operating loss carryover |
| $ |
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| $ |
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Less: valuation allowance |
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| ( | ) |
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| ( | ) |
Net deferred tax asset |
| $ |
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| $ |
| ||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $
Our company is registered with the IRS and holds an EIN for tax purposes. We file all required tax returns as per federal and state regulations. As an online platform facilitating connections between tourists and independent guides, we operate as a service provider. The independent guides are responsible for managing their own tax obligations, including any state taxes related to income earned from tourism activities in Georgia. However, we will review the nexus implications and ensure compliance if any additional obligations arise for our platform.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to October 31, 2024 through January 3, 2025, and has determined that it does not have any material subsequent events to disclose in these financial statements.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer and Chief Financial Officer, Gaga Gvenetadze, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2024. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.
Management conducted its evaluation of disclosure controls and procedures under the supervision of our Chief Executive Officer and our Chief Financial Officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of October 31, 2024.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2024, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of October 31, 2024, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1. Additionally, the company does not have an Audit Committee. Although not legally required to establish an Audit Committee, management believes that such a committee, including a financial expert, is an essential entity-level control for the company’s financial statements. Finally, due to the company's minimal operations and small size, we have not employed individuals with the accounting knowledge and expertise required to ensure accurate financial reporting in accordance with US GAAP.
2. The Company lacks appropriate information technology controls – As of October 31, 2024, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
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Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of October 31, 2024 based on criteria established in Internal Control-Integrated Framework issued by COSO.
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.
Changes in Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting occurred during the year ended October 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS
The names, ages and titles of our executive officers and directors are as follows:
Name and Address of Executive Officer and/or Director | Age | Positions |
Gaga Gvenetadze 24 Vazha-Pshavela St., Tbilisi, Georgia 0105 | 31 | President, Secretary, Treasurer and Director
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Giorgi Sambadze Erekle 2 street 15, Telavi, GEO | 24 | Director |
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Irakli Tatarishvili Tengiz Sheshelidze street 34, Tbilisi, 0153, GEO | 27 | Director |
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
Gaga Gvenetadze
Gaga Gvenetadze has acted as our President, Secretary, Treasurer and sole Director from our incorporation on July 27, 2021 to August 13, 2024. Mr. Gvenetadze is our President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and member of our board of directors. Mr. Gvenetadze has a master’s degree from Georgian Technical University, Faculty of Informatics and Control Systems in 2017. Since 2015 till 2020, he worked as a team lead software developer for “Evolution Gaming”, LLC. Since 2020 he has been working as a freelance software developer. We believe that Mr. Gvenetadze’s specific experience, qualifications and skills will enable to develop our business.
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Irakli Tatarishvili
On August 13, 2024, Mr. Irakli Tatarishvili appointed as a director of the Company. Mr. Irakli Tatarishvili, age 27, has experience as the owner of a tourist company. Irakli Tatarishvili has acted as the owner of a freelance tour company from March 2020 to October 2023. Prior to this, Irakli Tatarishvili worked at The Akademicon Clinic from June 2018 to March 2020. Irakli Tatarishvili holds a degree in Business Administration from Tbilisi State University, earned in 2022. We believe that Irakli Tatarishvili’s diverse experience, qualifications, and skills will significantly contribute to the growth and development of our business
Giorgi Sambadze
On September 17, 2024, Mr. Giorgi Sambadze appointed as a director of the Company. Mr. Giorgi Sambadze, age 24, has experience as the owner of a IT company. Giorgi Sambadze has acted as the owner of Telavi Soft Company from January 2021 to October 2023. Giorgi Sambadze also worked as a consultant for Ardi Insurance from March 2019 to January 2021. In addition, Giorgi Sambadze holds a master’s degree from Ilia State University, earned in 2023. We believe that Giorgi Sambadze’s extensive experience, qualifications, and skills provide a strong foundation for contributing to and developing our business
During the past ten years our directors have not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which one of our directors was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting our directors’ involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
DIRECTOR INDEPENDENCE
We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
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AUDIT COMMITTEE, COMPENSATION COMMITTEE, AND FINANCIAL EXPERT
Our company currently does not have nominating, compensation, or audit committees, nor committees performing similar functions. Additionally, our company does not have a written charter for these committees. Our directors believe that such committees are unnecessary at this time, as their functions can be adequately performed by the three directors.
Our Company does not have any established policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The three Directors believe that, given our stage of development, a formal nominating policy would be premature and of limited value until our business operations reach a more advanced level. Currently, our Company does not have specific or minimum criteria for the election of nominees to the Board of Directors, nor do we have a set process or procedure for evaluating such nominees. The three Directors will assess all candidates, whether submitted by management or shareholders, and will make recommendations for election or appointment as appropriate.
A shareholder who wishes to communicate with our three directors may do so by directing a written request addressed to our president and director, at the address appearing on the first page of this prospectus.
CODE OF ETHICS
The Company has not adopted a formal written code of ethics due to the small size of the organization and start-up nature, along with the fact that the Company’s employee is also the sole member of management and one of three directors.
Item 11. Executive Compensation.
EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE
The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years October 31, 2024 and 2023:
Name and Principal Position |
| Period |
| Salary ($) |
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| Bonus ($) |
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| Stock Awards ($)* |
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| Option Awards ($)* |
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| Non-Equity Incentive Plan Compensation ($) |
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| Nonqualified Deferred Compensation ($) |
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| All Other Compensation ($) |
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| Total ($) |
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Gaga Gvenetadze, President, Director, Treasurer and Secretary |
| 2024 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 2023 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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Giorgi Sambadze, Director |
| 2024 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 2023 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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Irakli Tatarishvili, Director |
| 2024 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 2023 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
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Our officers and directors have not received monetary compensation since our inception to the date of this Form 10-K. We currently do not pay any compensation to any officer or any member of our board of directors.
EMPLOYMENT AGREEMENTS
There are no current employment agreements between the company and its officers.
Mr. Gvenetadze currently devotes approximately twenty hours per week to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
Mr. Giorgi Sambadze and Mr. Irakli Tatarishvili are independent directors and are not employees of the company.
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table lists, as of the date of this form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 8,092,000 shares of our common stock issued and outstanding as of the date of this Form 10-K. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
Title of class |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
|
| Percent of Common Stock |
| ||
Common Stock |
| Gaga Gvenetadze |
|
| 6,000,000 |
|
|
| 74 | % |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On August 1, 2021, we issued a total of 6,000,000 shares of restricted common stock to Gaga Gvenetadze, our sole at that time officer and director in consideration of $6,000.
Further, Mr. Gvenetadze has advanced funds to us. As of October 31, 2024, Mr. Gvenetadze advanced us $4,065. There is no due date for the repayment of the funds advanced by Mr. Gvenetadze. Mr. Gvenetadze will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Gvenetadze does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Gvenetadze or the repayment of the funds to Mr. Gvenetadze. The entire transaction was oral.
Item 14. Principal Accountant Fees and Services.
The following table sets forth the fees billed to our company for the years ended October 31, 2024 and 2023 for professional services rendered by FRUCI & ASSOCIATES II, PLLC, the independent auditor:
Fees |
| 2024 |
|
| 2023 |
| ||
Audit Fees |
| $ | 15,000 |
|
| $ | 11,521 |
|
Audit Related Fees |
|
| - |
|
|
| - |
|
Tax Fees |
|
| - |
|
|
| - |
|
Other Fees |
|
| - |
|
|
| - |
|
Total Fees |
| $ | 15,000 |
|
| $ | 11,521 |
|
| 13 |
| Table of Contents |
PART IV
Item 15. Exhibits and Financial Statement Schedules.
| ||
| ||
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) |
Item 16. Form 10-K Summary.
None.
| 14 |
| 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 January 3, 2025.
| KHEOBA CORP. |
| |
|
|
|
|
| By: | /s/ Gaga Gvenetadze |
|
| Name: | Gaga Gvenetadze |
|
| Title: | President |
|
|
| (Principal Executive, Financial and Accounting Officer) |
|
|
|
|
|
| By: | /s/ Irakli Tatarishvili |
|
| Name: | Irakli Tatarishvili |
|
| Title: | Director |
|
|
|
|
|
| By: | /s/ Giorgi Sambadze |
|
| Name: | Giorgi Sambadze |
|
| Title: | Director |
|
| 15 |