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

The Company is an Emerging Growth CompanyCompany.

Our strategic consulting and capital market advisory services will be affected by the current COVID-19 pandemicpandemic.

During the year ended November 30, 2024, 2025, total revenues amounted to $1,249,884.$8,000. For the year ended November 30, 2023,2024, revenue was $113,413.$1,249,884. The increasedecrease of $1,136,471$1,241,884 in revenue was due to an increasedecrease in consulting revenue.

For the years ended November 30, 2025, 2024, 2023, general and administrative expenses were $398,355$312,919 and $415,061,$398,355, respectively. The decline in general and administrative expenses amount was largely due to a reduction in professional fees to $ 99,137 for the year ended November 30, 2025 compared to professional fees of $ to $126,804 for the year ended November 30, 2024 compared to professional fees of $244,312 for the year ended November 30, 2023.2024.

During the year ended November 30, 20232025 the Company sold certain fixed assets and recognized a loss of $74,889.($20,277). There were no sales of fixed assets during the year ended November 30, 2024.

For the year ended November 30, 2024,2025, the Company received $78,931$112,500 of net cash for financing activities, and for the year ended November 30, 2023,2024, the Company was provided $-0- $78,931 of cash flow from financing activities.

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company generated net Losses of ($943,444) for the year ended November 30, 2025, and a net income of $642,205 for the year ended November 30, 2024, and a net loss of $500,405 for the year ended November 30, 2023.2024. The Company had accumulated deficits of $114,323$1,057,766 and $756,528$114,322 as of November 30, 20242025 and 2023,2024, respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going going concern.

The following discussion and analysis of the results results of operations and financial condition of Hestia Insight Inc. for the threesix months ended FebruaryMay 28,31, 2026, and FebruaryMay 28,31, 2025, should be read in conjunction with the Hestia Insight Inc. unaudited consolidatedCondensed Consolidated financial statements and the notes thereto contained elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements and Business sections in our Form 10-K as filed with the Securities and Exchange Commission on MarchMay 14,02, 2024.2026. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Hestia Insight is positioned to make strategic acquisitions acquisitions of emerging growth companies with unique sciences and technologies and actively seeks licensing opportunities for exceptional products products that complement our AI-powered service offerings. Through acquisition, licensing, joint ventures, and direct investment, we continue to to build a comprehensive ecosystem of business development and capital markets solutions. For more information about Hestia Insight, please visit the Company’s website: www.hestiainsight.comwww.hestiainsight.com.

We have a limited operating history, and our continued continued growth is dependent upon the continuation of providing medical consulting services to our clients, generating revenue, and obtaining additional financing to fund future obligations, and pay liabilities arising from normal business operations. We had accumulated deficits of $(1,054,6181,536,740) at FebruaryMay 28,31, 2026. The report of our independent registered public accounting firm on our financial statements for the year ended November 30, 2025, contained an explanatory paragraph regarding our ability to continue as a going concern based upon cash used in operating activities and the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These factors, among others, raised substantial doubt about our ability to continue as a going concern. Our financial statements appearing elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate significant revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company. The financial statements contained herein do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate significant revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company. The financial statements contained herein do not include any adjustments that might result from the outcome of this uncertainty.

Our discussion and analysis of our financial condition condition and results of operations are based upon our consolidatedCondensed Consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidatedCondensed Consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes and the valuation of equity transactions.

We base our estimates on historical experience and and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidatedCondensed Consolidated financial statements.

Comparison of Results of Operations for the six Three Monthsmonths ended FebruaryMay 28,31, 2026, and FebruaryMay 28,31, 2025

For the threesix months ended FebruaryMay 28,31, 2026, total revenues is zero.$16,000. For the threesix months ended FebruaryMay 28,31, 2025, revenue was zero,$0, all of which consisted of consulting revenue. The limited amount of revenue was due to our current emphasis on planning and preparation for our future revenue.

Cost of revenue includes the cost of internal labor labour and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs. These costs are recorded as operating expenses. For the threesix months ended FebruaryMay 28,31, 2026, and FebruaryMay 28, 31, 2025, there were no costs of revenue.

For the threesix months ended FebruaryMay 28,31, 2026 operating expenses expenses were $39,326$576,401 representing an decreaseincrease of $71,343$343,494 over the operating expenses of $110,669$232,907 for the threesix months ended February 28,May, 2025.2025 . This decrease increase in operating expenses was mainly driven by aan decreaseincrease in professionalOfficer feesCompensation relatedfor tolast becoming5 and being a public company plus our current emphasis on reducing costs.years.

For the threesix months ended FebruaryMay 28,31, 2026, and February 28,May, 2025, operating expenses consisted of the following:

As a result of the foregoing, for the threesix months ended FebruaryMay 28,31, 2026, loss from operations amounted to $(39,326),$478,971, as compared to lossincome from operations of $(110,669644,757) for the threesix months months ended FebruaryMay 28,31, 2025.

Other income includes gain/losses, dividends and interest income/Bad debt Expense from stock dividends and bank deposits that amounted to $42,478$0 and $281,626,$75, for the threesix months ended February 28,May 31, 2026 and FebruaryMay 28,31, 2025, respectively.

The Company had realized gains on equity investments of $0 for the three months ended February 28, 2026 and& $435 for the threesix months ended FebruaryMay 28,31, 2025.2026 and May 31, 2025, respectively.

The Company had unrealized gains on equity investments of $45,781$88,195 for the threesix months ended FebruaryMay 28,31, 2026, and unrealized losses on equity investments of $259,500$387,416 for the threesix months ended February 28,May 31, 2025. For the threesix months ended FebruaryMay 28,31, 2026,2026 and FebruaryMay 28,31, 2025, therespectively, Company $-0-had salesloss of capital$0 assets& ($14,203) on sale of Capital forAsset each period.respectively.

The Company had $3,303$6,766 interest expense for the threesix months ended FebruaryMay 28,31, 2026 and $1,773($4,080) interest expense for the threesix months ended FebruaryMay 28,31, 2025. Company also had bad debt expense of ($6,660) in the period ended May 31, 2025.

We did not have any income tax expense for the threesix months ended FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025, since we did not have any taxable income in the periods which was not reduced by prior net operating loss carry forwards or reduced by the exclusion of any unrealized gains/(losses) on equity investments, which are excluded excluded from our taxable income until they become realized gains/(losses) on equity investments.

The net income/loss for the threesix months ended May 31, 2026, was $478,971 and the net loss for the threesix months ended FebruaryMay 28, 2026 was $3,152 and February 28,31, 2025, was $(392,295).$644,757.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. On FebruaryMay 28,2026, 31,2026, and November 30. 2025, we had cash and cash equivalent balances of $17,084$19,141 and $28,871, respectively. These funds are kept in financial institutions institutions located in United States. We had total liabilities of $309,088$835,682 on FebruaryMay 28,31, 2026, of which $92,656$85,081 for accounts payable and accrued accrued liabilities and $216,431$233,931 for a related party note payable and $16,670 for a short-term loans from shareholders and officer payable $500,000 and a Federal Income taxes payable $0. We had total liabilities of $278,245 on November 30, 2025, of which $86,814 is for accounts payable and accrued liabilities.liabilities and $173,931 is payable to a related party. As of FebruaryMay 28,31, 2026, and November 30.30, 2025, the Company had accumulated earnings/(deficits) of $(1,054,6181,536,741) and $(1,057,766), respectively.

Operating activities used $(36,78768,900) in cash during the threesix months ended FebruaryMay 28,31, 2026 as compared with using $(36,04764,676) in cash during the threesix months ended FebruaryMay 28,31, 2025. The increase in cash used in operating activities during the threesix months ended FebruaryMay 28,31, 2026, is primarily due to the increase consulting income and the decrease in operating expenses described above.

For the threesix months ended FebruaryMay 28,31, 2026, the cash flows in investing activities provided $0 in proceeds used in the purchase of investment equities.

For the threesix months ended FebruaryMay 28,31, 2026, the Company received $25,000$59,170 in proceeds provided by a related party loan. For the threesix months ended FebruaryMay 28,31, 2025, the Company received $25,000 $50,000 in proceeds provided by a related party loan.