Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information contained in this Annual Report on Form 10-K.
Going Concern
The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
During the next year, the Company’s cash requirements over the twelve months ending November 30, 2026 are projected to consist of: general and administrative expenses of approximately $14,000 to $16,000; professional fees (audit, legal, and SEC compliance) of approximately $15,000 to $18,000; and LHIS subsidiary operating costs of approximately $5,000 to $8,000 - totaling an estimated $34,000 to $42,000 in cash expenditures. With cash on hand of $3,202 as of November 30, 2025 and projected LHIS revenues of approximately $18,000 to $25,000, the Company anticipates a net funding shortfall of approximately $6,000 to $21,000 and will require additional capital to sustain operations for the full twelve-month period.
Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
In the past year, the Company funded operations by using cash proceeds received through the issuance of Common Stock. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.
Plan of Operations
On August 31, 2025, the Company issued 20,000 common shares in completion of the acquisition agreement signed that day, effecting the acquisition of LHIS and expanding the Company’s operations into the home inspection services industry. The Company operates two business segments as described below. BestGofer Delivery Segment. The BestGofer delivery platform segment remains pre-operational as of November 30, 2025. The Company has not launched its consumer-facing mobile application, has not recruited or contracted any Gofer drivers, and has not generated any revenue from delivery operations. Management continues to evaluate opportunities to develop and capitalize this segment; however, no definitive launch timeline or committed capital plan for this segment has been established. There is no assurance that the delivery business will become operational or generate revenue. LHIS Home Inspection Segment. Through its wholly owned subsidiary LHIS, the Company provides professional home inspection services to residential buyers, sellers, and real estate professionals in the State of Washington. LHIS became operational upon acquisition and generated revenues of $5,260 during the three-month period from September 1, 2025 through November 30, 2025 (the period included in these consolidated financial statements). Cost of sales attributable to the LHIS segment for this period was $1,264, representing direct costs of delivering inspection services. All revenue and cost of sales reported in the consolidated statements of operations for the year ended November 30, 2025 are attributable entirely to the LHIS segment.
Comparison of the Years Ended November 30, 2025, and 2024
Lack of Revenues
We have a limited operational history. Revenues for the years ended November 30, 2025 and 2024 were $5,260 and $0, respectively. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.
Operating Expenses
The Company’s operating expenses for the year ended November 30, 2025, and 2024 were $29,744 and $33,016 respectively. Operating expenses consisted of general and administrative expenses of $14,244, professional fees of $15,500 for the year ended November 30, 2025. Operating expenses consisted of general and administrative expenses of $11,538 and professional fees of $21,478 and other income debt forgiveness $5,454 for the year ended November 30, 2024.
Net Loss
During the years ended November 30, 2025 and 2024, the Company recognized net loss of $25,748 and $27,562, respectively.
Liquidity and Capital Resources
The Company’s capital resources have historically been obtained primarily through loans and financial support from a related party (Director). These related-party advances have been used to fund operating and administrative expenses and to support the Company’s ongoing activities.
As of November 30, 2025, the Company has $116,477 in total assets. These assets are in the form of bank balance $3,202, goodwill of $ 78,754, due from related party $21,242, accounts receivable $779 and other advances, $12,500.
As of November 30, 2025, the Company has $140,772 in liabilities. These liabilities are in the form of accounts payable, $68,347 and amounts due to the related party, $72,425.
As of November 30, 2024, the Company has $12,500 in total assets. These assets are in the form of other advances $12,500. As of November 30, 2024, the Company has $111,047 in liabilities. These liabilities are in the form of accounts payable, $94,122, and amount due to the related party $16,925.
Accumulated deficit as of November 30, 2025, and 2024, is $205,401 and $179,653, respectively.
Goodwill
As of November 30, 2025, the Company recorded goodwill of $78,754, arising from the acquisition of LHIS on August 31, 2025. Goodwill represents the excess of the total purchase consideration of $100,000 (measured at $5 per share for 20,000 shares issued) over the fair value of net identifiable assets acquired, including cash of $62, accounts receivable of $9,494, and a related-party receivable of $11,690. The goodwill balance primarily reflects expected operational synergies, LHIS’s established customer relationships, and its assembled workforce. Goodwill is not amortized; instead, it is tested for impairment at least annually and more frequently when impairment indicators are present. Management performed a qualitative goodwill impairment assessment as of November 30, 2025 in accordance with ASC 350-20-35-3C. The following adverse conditions were identified and considered: (i) the LHIS segment generated revenues of only $5,260 during the three months following acquisition, representing an annualized run rate of approximately $21,000 that is materially below the $100,000 purchase consideration paid; (ii) the Company reported a consolidated net loss of $25,748 for the year ended November 30, 2025, and has an accumulated deficit of $205,401; (iii) the Company has negative working capital of $115,549 ($25,223 current assets less $140,772 current liabilities) as of November 30, 2025; and (iv) the Company’s consolidated financial statements have been prepared on a going basis with substantial as to the Company’s ability to continue as a going . Based on its qualitative assessment, management concluded that these financial performance indicators, considered in the aggregate, constitute indicators that make it more likely than not that the fair value of the reporting unit is less than its carrying value.
Accordingly, management proceeded to a quantitative impairment test. As the Company does not have an observable market price for its shares or an active market for comparable transactions, management estimated the fair value of the reporting unit using a simplified income approach based on projected LHIS cash flows discounted at a rate reflecting the risk profile of the business. Based on this assessment, management determined that the estimated fair value of the reporting unit exceeded its carrying value as of November 30, 2025, and therefore no goodwill impairment charge was recorded for the year ended November 30, 2025. However, management notes that this conclusion is subject to significant estimation uncertainty. The fair value estimate is sensitive to assumptions regarding future revenue growth, operating margins, and the discount rate applied. Should LHIS revenue fail to grow as projected, or should going concern conditions worsen, a goodwill impairment charge may be required in future periods. The Company will continue to monitor for impairment indicators at each reporting date.
Due from Related Party
As of November 30, 2025, due from related party totals $21,242, comprising a receivable of $11,690 assumed at the acquisition date of LHIS (representing amounts owed to LHIS by its former sole member and director, who is not affiliated with BestGofer Inc.) and net subsequent advances of $9,552 made to the same individual following acquisition. The receivable is unsecured, non-interest-bearing, and carries no fixed repayment terms. It is classified as a current asset based on management’s expectation of collection within twelve months. Management performed a qualitative expected credit loss assessment under ASC 326; while partial repayment of $2,448 was received during the year, the collectability of the full balance remains subject to uncertainty given the unsecured and unstructured nature of the obligation and the Company’s own going concern uncertainty. No allowance for credit losses has been recorded as of November 30, 2025; however, if collection is determined to be no longer probable, the full balance
would be recognized as a loss. See Note 6 for the complete related party disclosure including the expected credit loss assessment. There was no corresponding due from related party balance as of November 30, 2024.
Cash flows from operating activities
Net cash used in operating activities for the year ended November 30, 2025, and 2024, was $3,140 and $0 respectively.
Cash flows from investing activities
Cash flows from investing activities for the year ended November 30, 2025, and November 30, 2024, was $62 and $0.
Cash Requirements
Twelve-Month Cash Forecast and Capital Requirements
As of November 30, 2025, the Company had cash and cash equivalents of $3,202. Based on management’s projections for the twelve months ending November 30, 2026, the Company expects to incur the following operating expenses: general and administrative expenses of approximately $14,000 to $16,000; professional fees (audit, legal, and SEC compliance) of approximately $15,000 to $18,000; and costs associated with the continued operation of the LHIS home inspection subsidiary of approximately $5,000 to $8,000. In aggregate, management estimates total cash expenditures of approximately $34,000 to $42,000 over the next twelve months.
The Company’s LHIS subsidiary generated revenues of $5,260 during the three-month period from its acquisition on August 31, 2025 through November 30, 2025. Based on this run rate, management estimates LHIS may generate revenues of approximately $18,000 to $25,000 during the twelve months ending November 30, 2026, although no assurance can be given. After applying estimated revenues against projected expenditures, management anticipates a net cash deficit of approximately $9,000 to $24,000 over the next twelve months. Combined with the opening cash balance of $3,202, the Company projects it will require between approximately $6,000 and $21,000 in additional funding during fiscal year 2026 in order to meet its obligations as they come due.
Capital Raise Plan. The Company intends to address its projected funding deficit through one or more of the following measures, pursued in the order of practicability: (i) continued advances from Mohammad Hasan Hamed, the Company’s President, CEO, and CFO, who has historically provided operating capital through related-party loans (aggregating $72,425 outstanding as of November 30, 2025) and who has indicated a willingness to continue providing such support on an as-needed basis; (ii) a private placement of the Company’s common stock or debt securities to accredited investors under Regulation D of the Securities Act of 1933, targeting gross proceeds of up to $150,000, which management intends to commence during the first half of fiscal year 2026; and (iii) organic revenue growth from the LHIS subsidiary, which management expects to contribute incrementally to operating cash flow as the business scales.
The Company has not entered into any binding commitment, letter of intent, or agreement with respect to any such financing as of the date of this filing, and no assurance can be given that any financing will be available on acceptable terms, or at all. The Company’s failure to raise sufficient capital would have a material adverse effect on its ability to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
BestGofer has never been in bankruptcy or receivership.
Office
The Company’s principal office and place of business is located at 10 Nisan Beck St, Jerusalem, Israel 91034. All marketing, sales and customer support will be managed from this office. The telephone number is (801)-243-5661.
BestGofer is not operating its business plan until such time as capital is raised for operations. To date its operation has involved only selling stock to meet expenses.
