BGFR 10-K & 10-Q changes, risk factors and insider trading

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.

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.

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 $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.

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 concern basis with substantial doubt as to the Company’s ability to continue as a going concern. Based on its qualitative assessment, management concluded that these adverse financial performance indicators, considered in the aggregate, constitute impairment 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.

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.

BestGofer, Inc. operates through home inspection and related repair and maintenance labor services provided by its wholly-owned subsidiary LHIS, and is developing the BestGofer delivery platform, which remains pre-operational. The Company is not a shell company. Its fiscal year ends November 30. All of the Company’s revenue is generated by a single individual who separately owns and controls an entity performing services of a similar character from the same business address; the Company has no written agreement restricting his ability to perform engagements through that entity. See Note D.

Comparability. The Company acquired LHIS on August 31, 2025, the final day of the prior-year quarter. The prior-year quarter therefore contains no operating business, no revenue and no cost of services, and period-over-period comparison of those lines is not meaningful.

Revenue. Revenue was $5,485 compared with $nil. Revenue arose from seven customer engagements: three home inspections totaling $1,200 and four repair and maintenance labor engagements totaling $4,285 net of Washington State sales tax. Repair and maintenance labor represented 78% of revenue for the quarter. The quarter falls within the May to September peak season for the northern Whatcom County market.

General and administration. General and administrative expense was $111 compared with $2,400, a decrease of $2,289. The decrease reflects a change in the composition of the Company’s costs rather than a reduction in spending: in the prior-year quarter the Company had no operating business and its costs were recorded in this line, whereas operating costs are now recorded in cost of services and compliance costs in professional fees. Current-quarter general and administrative expense comprises bank charges of $41 and a Washington Secretary of State annual report fee of $70.

Professional fees. Professional fees were $5,500 compared with $3,000, an increase of $2,500, comprising the interim review fee of the Company’s independent registered public accounting firm of $3,500 and the quarterly fee of the Company’s external accounting service provider of $2,000. As described in Note I, invoices for certain other services received during the quarter had not been obtained at the date these financial statements were issued and no amount has been accrued for them; had those amounts been accrued, professional fees and net loss for the quarter would be higher.

Net loss. Net loss was $(2,202) compared with $(5,400), an improvement of $3,198, as the quarter’s gross profit offset the majority of operating expenses.

Revenue. Revenue was $12,492 compared with $nil, reflecting the inclusion of LHIS following the August 31, 2025 acquisition. Revenue was concentrated in the May to August period; the Company recorded no revenue in March or April 2026.

Cost of services and gross profit. Cost of services was $4,195, producing gross profit of $8,297 and a gross margin of 66%.

General and administration. General and administrative expense was $140 compared with $11,500, a decrease of 99%, for the compositional reason described above.

Professional fees. Professional fees were $45,112 compared with $9,400, an increase of $35,712, reflecting the costs of the fiscal 2025 annual report, two interim reviews, an auditor transition, the restatement of the quarter ended February 28, 2026, and the Rule 3-05 financial statements of LHIS filed on Form 8-K/A on August 18, 2026. Of that amount, $39,612 was incurred in the six months ended May 31, 2026.

Bad debt expense. Bad debt expense of $779 was recognized in the quarter ended February 28, 2026 on write-off of the receivable carried at November 30, 2025.

Net loss. Net loss was $(116,488) compared with $(20,900). Excluding the non-cash goodwill impairment charge of $78,754, the nine-month net loss would have been $(37,734), compared with $(20,900) in the prior-year period. Management believes presenting the loss excluding that non-cash charge assists investors in assessing the cash-consuming operations of the business, and uses the measure for the same purpose internally; it is not a substitute for net loss determined in accordance with U.S. GAAP.