UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from _________ to _________
Commission File Number:
(Exact name of Registrant as specified in its charter)
| (State of incorporation) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (zip code)
(
(Registrant’s telephone number, including area code)
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 and posted 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 and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| 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.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Securities registered under Section 12(g) of the Exchange Act:
(Title of class)
As of July 20, 2026, shares of common stock, par value $0.001 per share, were issued and outstanding.
HESTIA INSIGHT INC.
FORM 10-Q
May 31, 2026
TABLE OF CONTENTS
| i |
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-033.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
Unless otherwise indicated, references in this report to “we,” “us” or the “Company” refer to Hestia Insight Inc. and its subsidiaries.
| ii |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HESTIA INSIGHT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of May 31, 2026 (Unaudited) and November 30, 2025
| May 31, 2026 | November 30, 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Investments in equities | ||||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued interest, related party | ||||||||
| Related party loan payable | ||||||||
| Officer payable | ||||||||
| Notes Payable, related party | ||||||||
| Short-term loans from shareholders | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT): | ||||||||
| Common stock, par value $ per share; shares authorized; and shares issued and outstanding as of May 31, 2026, and November 30, 2025, respectively | ||||||||
| Treasury Shares, and shares as of May 31, 2026, and November 30, 2025, respectively [Note 7 and Note 8] | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated financial statements.
| 1 |
HESTIA INSIGHT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
for the Three and Six months ended May 31, 2026 and May 31, 2025 (Unaudited)
| For the Three Months Ended May 31, | For the Six Months Ended May 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| REVENUE: | ||||||||||||||||
| Consulting revenue | $ | $ | $ | $ | ||||||||||||
| Other Income | ||||||||||||||||
| Total revenue | ||||||||||||||||
| OPERATING EXPENSE: | ||||||||||||||||
| Selling, general and administrative expense [Note 5] | ||||||||||||||||
| Total operating expense | ||||||||||||||||
| OPERATING INCOME/(LOSS) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME/(EXPENSE): | ||||||||||||||||
| Interest & dividend income | ||||||||||||||||
| Gain (loss) on sale of capital assets | ( | ) | ||||||||||||||
| Realized Gain/(Loss) on Equity Investments | ||||||||||||||||
| Unrealized Gain/(Loss) on Equity Investments | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Bad debt expense | ( | ) | ||||||||||||||
| Total other income/(expense) | ( | ) | ( | ) | ||||||||||||
| INCOME/(LOSS) BEFORE TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax expense | ||||||||||||||||
| NET INCOME/(LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic net income/(loss) per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted net income/(loss) per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Average common shares outstanding – Basic & Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated financial statements.
| 2 |
HESTIA INSIGHT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the six months ended May 31, 2026 and May 31, 2025 (Unaudited)
| Common Stock par value $0.001 | Cancelled Shares | Additional Paid In | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | $ | Capital | Deficit | Equity (Deficit) | |||||||||||||||||||
| Balance November 30, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Unrealized Gain/(Loss) on Equities / Glendale Sec. | – | |||||||||||||||||||||||
| Net Loss for the 6-month period | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance May 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Balance November 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Stock based compensation | – | |||||||||||||||||||||||
| Net Loss for 6-month period | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance May 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated financial statements.
| 3 |
HESTIA INSIGHT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended May 31, 2026, and May 31, 2025 (Unaudited)
| For the Six months Ended | ||||||||
| May 31, 2026 | May 31, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income/(Loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income/(loss) to operating cash flows: | ||||||||
| Stock Based Compensation | ||||||||
| Unrealized loss (gain) on investment equities | ( | ) | ||||||
| Gain/Loss sales of assets | ||||||||
| Realized loss (gain) on investment equities | ||||||||
| Depreciation expense | ||||||||
| Bad Debt Expense | ||||||||
| Changes in operating asset and liability account balances: | ||||||||
| Accounts receivable and lease interest receivable | ||||||||
| Credit card payable | ( | ) | ||||||
| Officer payable | ||||||||
| Accounts payable and accrued interest payable | ( | ) | ||||||
| NET ADJUSTMENTS | ||||||||
| NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds (used in) purchase of investment equities | ||||||||
| Proceeds provided by investment equities | ||||||||
| NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES | $ | $ | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds provided by related party loan | ||||||||
| NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES | $ | $ | ||||||
| NET INCREASE (DECREASE) IN CASH | ( | ) | ( | ) | ||||
| CASH – BEGINNING OF PERIOD | ||||||||
| CASH – END OF PERIOD | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated financial statements.
| 4 |
HESTIA INSIGHT INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2025
Note 1 – Organization and basis of accounting
Nature of Organization
Hestia Insight Inc. (“Hestia” or the “Company”) was incorporated in the State of Nevada on November 19, 2003, and was formerly known as Luxshmi Investments, Inc. until it changed its name on March 27, 2019. Hestia Insight Inc. (“Hestia Insight” and the “Company”) is an AI-powered capital markets advisory and business consulting firm specializing in comprehensive fundraising solutions for emerging growth companies. Through our proprietary artificial intelligence platform, we guide startups, small businesses, and growth-stage companies through the complete fundraising lifecycle - from pre-raise strategy and asset building to investor outreach and ongoing investor relations.
Our AI Enhanced Fundraising Services encompass four core areas: pre-raise strategy development including MVP creation and IP protection; comprehensive market research and financial modelling; investor materials preparation including pitch decks and due diligence support; and end-to-end investor outreach and relations management. We also provide fractional C-suite services, including Chief Strategy Officer and Chief Financial Officer support, to ensure our clients are transaction-ready and positioned for sustainable growth.
With a focus on transparency, expertise, and cutting-edge AI technology, Hestia Insight is committed to helping clients navigate the complexities of capital raising in today’s competitive marketplace. The Company maintains strategic focus on healthcare and biotech sectors through its two wholly owned operating subsidiaries, Hestia Investments Inc. (“Hestia Investments”) and HSTA Health Inc. (“HSTA Health”), while expanding its AI-powered advisory services across all industry verticals.
Basis of Presentation
The accompanying Condensed Consolidated financial statements include the accounts of Hestia Insight Inc. (“Hestia” or the “Company”) consolidated with the accounts of its wholly owned subsidiaries Hestia Investments, Inc., a Wyoming corporation and HSTA Health, Inc., d/b/a Hestia Vending, a Nevada corporation. In these notes, the terms “us,” “we” or “our” refer to Hestia Insight Inc. and its consolidated subsidiary.
The accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is a development stage enterprise devoting substantial efforts to establishing its new business, financial planning, raising capital, and research into investments and services which may become part of the Company’s investment and services portfolios. The Company has not realized significant revenues from inception through the date of these financial statements. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.
Presented as a Going Concern
The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that we will be able to raise additional equity capital or be successful in the development and commercialization of the investments and services it develops or enters into collaboration agreements thereon. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the reclassification or the amounts that can be recovered from receivables or other assets, or the reclassification or the amounts of liabilities that may result from the possible inability of the Company to continue as a going concern.
| 5 |
Note 2 – Summary of significant accounting policies
Cash and Cash Equivalents
For purposes of reporting within the balance sheets and the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, cash on deposit in attorney trust accounts, and all highly liquid debt instruments purchased with a maturity of six months or less to be cash and cash equivalents.
Prepaid Expenses
The Company records amounts which have been paid in advance of receiving future economic benefits anticipated by the payment as prepaid expenses. Prepaid expenses are recorded as assets and expensed over the period that the benefits are received from the payment.
Investments in Equities
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides a framework for measuring fair value in accordance with generally accepted accounting principles.
ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).
The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows:
| · | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. | |
| · | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| · | Level 3 – Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. |
For those investments in equities, including equity securities and partnership interests, that have a “readily determinable fair value,” as defined in ASC Topic 321 and discussed below, or are traded in a verifiable public market and are not restricted for sale in the public market by a restricted stock legend, or can otherwise be reasonably valued using the three levels of the fair value hierarchy under ASC Topic 820 discussed above, we present and carry our investments at their estimate of fair value at net asset value (NAV) as of the balance sheet date. For these equity securities and partnership interests we include the realized and unrealized gains and losses arising from the changes in the fair values during the period as a component of investment gains in the Condensed Consolidated statements of operations.
| 6 |
For those investments in equities, including equity securities and partnership interests, that do not have a “readily determinable fair value,” or are not traded in a verifiable public market or are restricted for sale in the public market by a restricted stock legend or otherwise, we present and carry our investments using the measurement alternative which is cost minus impairment, if any, plus or minus changes resulting from observable price changes in “orderly transactions,” as defined in ASC 321, for the identical or a similar investment of the same issuer.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the federal tax laws.
Changes in circumstances, including the Company generating significant taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Estimates
The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America, also referred to as U.S. GAAP. 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 as of the dates of the balance sheets and the income and expenses for the periods ended as stated in the statements of operations.
Revenue Recognition
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or products have been sold, the purchase price is fixed or determinable and collectability is reasonably assured.
We provide medical related consulting services to our clients. We are paid fees for our services by our clients under written consulting agreements. Each contract calls for a fixed payment in a fixed period of time. We recognize revenue by providing medical related consulting services under written service contracts with our customers. Revenue related to our service offerings is recognized as the services are performed and amounts are earned, using the straight-line method over the term of the related services agreement. Prepayments, if any, received from customers prior to the services being performed are recorded as advance from customers. In these cases, when the services are performed, the amount recorded as advance from customers is recognized as revenue.
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification (“ASC”) 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.
| 7 |
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expenses based on the fair value of the award at the reporting date. The awards to consultants and other third parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.
Segment Reporting
We operate in a operating segment and a reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is regularly evaluated by the chief operating decision maker function (which is fulfilled by our chief executive officer) in deciding how to allocate resources and in assessing performance. Our chief executive officer allocates resources and assesses performance based upon financial information at the level. Since we operate in one operating segment, all required financial segment information is presented in the financial statements.
Subsequent Events
The Company evaluates events that occur after the period end date through the date the financial statements are available to be issued. Accordingly, management has evaluated subsequent events through the date these financial statements are issued and has determined that no subsequent events require disclosure in these financial statements.
Adoption of Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that management of the Company believes may impact its financial statements, including ASC 842 described above under Lease Contracts Receivable. Management does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Recent Accounting Pronouncements
Effective December 1, 2017, the Company adopted Accounting Standards Update (“ASU”) 2016-01 “Financial Instruments—Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 adds a new Topic, “ASC 321 Investments – Equity Securities” to the FASB Accounting Standards Codification, which provides guidance on accounting for all equity investments.
The guidance in ASC 321 allows a measurement exception for those equity investments that do not have a “readily determinable fair value,” as defined therein, and do not qualify to be measured using the practical expedient to estimate fair value at net asset value (NAV) of the investee in accordance with ASC 820-1035-59, Fair Value Measurement and Disclosure. The measurement alternative allows those investments to be measured at their cost minus impairment, if any, plus or minus changes resulting from observable price changes in “orderly transactions,” as defined, for the identical or a similar investment of the same issuer. Hestia has elected to use this measurement exception. See Note 3 below for a detailed listing of the Company’s investment in equities to which the measurement exception applies.
Note 4 – Income Taxes
The Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted on December 22, 2017. The 2017 Tax Act includes a number of changes to existing U.S. income tax laws that affect the Company, most notably a reduction of the top U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. The 2017 Tax Act also provides for the acceleration of depreciation for certain assets placed in service after September 27, 2017, as well as changes beginning in 2018, including additional limitations on the deductibility of executive compensation and interest.
On May 16, 2019, the Company entered into a share exchange agreement which resulted in Hestia Investments, Inc. becoming a wholly owned subsidiary of the Company and the former shareholders Hestia Investments Inc becoming the new majority shareholders of the Company. Prior to this date the Company and Hestia Investments, Inc., have been taxed as separate C-Corporations for federal income tax purposes.
| 8 |
The provision (benefit) for income taxes for six months ended May 31, 2026, consists of the following:
| May 31, 2025 | ||||
| Current: | ||||
| Federal | $ | | ||
| State | ||||
| Total Current | $ | |||
| Deferred: | ||||
| Federal | $ | |||
| State | ||||
| Change in valuation | ||||
| Total provision (benefit) | $ | |||
The Company, and its subsidiaries have net deferred tax assets resulting from net operating loss (“NOL”) carry forwards. These NOL carry forwards are subject to limitations on their use and availability. Under the 2017 Tax Act, NOL carry forwards can offset only 80% of taxable income in any given tax year and are significantly or completely reduced whenever there is a substantial change in the ownership of the Corporation.
| May 31, 2026 | May 31, 2025 | |||||||
| Net income (loss) before taxes | $ | ( | ) | $ | ( | ) | ||
| US federal income tax rate | ||||||||
| Computed expected tax provision (benefit) | ( | ) | ( | ) | ||||
| Permanent differences | ||||||||
| Timing differences | ||||||||
| Valuation allowance on NOL carry forwards | ||||||||
| Federal income tax provision | $ | $ | ||||||
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and, if necessary, in various state and local jurisdictions. All tax years from 2017 to 2024 are subject to examination.
Note 5 – Related Party Transactions
On January 15, 2024, the Company entered into
a $
During the last year in May, 2024 an additional loan
of $
On August 25, 2024, the Company entered into a $
| 9 |
For the year ended November 30, 2024, the Company had no related party transactions
On February 17, 2025, the Company entered into a $
On March 17, 2025, the Company entered into a $
On June 30, 2025, the Company entered into a $
On July 31, 2025, the Company entered into a $
On October 17, 2025, the Company entered into a $
On November 24, 2025, the Company entered into a $
On December 17, 2025, the Company entered into
a $
On January 03, 2026, the Company entered into a $
On February 26, 2026, the Company entered into a $
On March 13, 2026, the Company entered into a $
On March 16, 2026, the Company entered into a $
On May 18, 2026, the Company entered into a $
On May 31, 2026, the Company entered into a $
As of May 31, 2026, the total outstanding balance due to the related party
amounted to $
As of May 31, 2026, Company owes $
Note 6 – Notes and Lines of Credit Receivable
During the six months ended May 31, 2026, and
the year ended November 30, 2025, the Company had
| 10 |
Note 7 – Common Stock
During the six months ended May 31, 2026, and the year ended November 30, 2025, the Company issued common stock.
Note 8 – Preferred Stock
The Company is authorized to issue up to shares of preferred stock, par value $ per share (the “Preferred Stock”). As of May 31, 2026, and November 30, 2025, shares of Preferred Stock were issued and outstanding.
Note 9 – Options to Acquire Common Stock
On December 15, 2022, the Company issued Dr. T.Z. (Ted) Chuang, Advisory Board member, a stock option to acquire an aggregate of shares of the common stock of the Company, exercisable for five () years at an exercise price of $ per share, subject to vesting. The option vests in equal amounts over a period of one (1) year at the rate of two thousand five hundred (2,500) shares per fiscal quarter at the end of such quarter, commencing in the quarter in which the optionee enters into the grant agreement, and pro-rated for the number of days the optionee serves on the Board of Advisors during the fiscal quarter.
On June 25, 2024, the Company issued Edward Lee, Chairman, a stock option to acquire an aggregate of shares of the common stock of the Company, exercisable for five () years at an exercise price of $ per share, subject to vesting. The option vests in equal amounts over a period of one (1) year at the rate of 250,000 shares per fiscal quarter at the end of such quarter, commencing in June 2024, and pro-rated for the number of days the optionee serves on the Board during the fiscal quarter.
On June 25, 2024, the Company issued Eugene Cha, Director, a stock option to acquire an aggregate of shares of the common stock of the Company, exercisable for five () years at an exercise price of $ per share, subject to vesting. The option vests in equal amounts over a period of one (1) year at the rate of 125,000 shares per fiscal quarter at the end of such quarter, commencing in June 2024, and pro-rated for the number of days the optionee serves on the Board during the fiscal quarter.
The Company estimated the fair value of stock options it granted to utilizing the Black-Scholes option-pricing model. The volatility component of the calculation is based on the historic volatility of the Company’s stock. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behaviour. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The stock price is considered based on the closing price of the Company’s common stock as of the grant date.
The Company recognizes compensation costs for those shares expected to vest on a straight-line basis over the requisite service period of the awards. During the six month ended May 31, 2026 and 2025, the Company recognized $-- and $ in stock based compensation related to the vesting of issued stock options.
| Low | High | |||||||
| Rate | % | % | ||||||
| Volatility | % | % | ||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Term (years) | ||||||||
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Determining the assumptions for the expected term and volatility requires management to exercise significant judgment. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. Given the limited public market for the Company’s stock, the Company has elected to estimate its expected volatility by benchmarking its volatility to that of several public company issuers that operate within its market segment. The guideline companies’ volatility was increased by a size adjustment premium to compensate for the difference in size between the guideline companies and the Company in its calculation.
Black-Scholes option-pricing model. The Company recognizes the expense related to stock options it has provided individuals to acquire its common stock over the requisite service period (usually the vesting period of one year), utilizing the Black-Scholes option-pricing model. The volatility component of the calculation is based on the historic volatility of the Company’s stock, or the expected future volatility and it is assumed to be 1592.16%. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behaviour. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve for two years in effect at the time of grant and is considered to be 4.45% and the stock price is considered to be $0.16 per share, the closing stock price as of June 25, 2024.
Note 10 – Subsequent Events
On July 15, 2026, the Company and Edward C. Lee, Chairman and President of the Company, executed Amendment No. 2 to the Strategic Divestiture & Settlement Agreement dated April 25, 2026 (as previously amended on June 26, 2026). The amendment revises the effective closing date for the transfer of ownership of Hestia Investments Inc. and the related satisfaction and waiver of outstanding executive compensation and historical service claims, moving it from July 15, 2026 to the close of business on July 31, 2026. All other terms of the underlying agreement, including the April 30, 2026 shareholder record date and the 20% profit participation right granted to Shareholders of Record, remain unchanged.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and financial condition of Hestia Insight Inc. for the six months ended May 31, 2026, and May 31, 2025, should be read in conjunction with the Hestia Insight Inc. unaudited Condensed 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 May 02, 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.
Unless otherwise indicated, references to the “Company,” “us” or “we” refer to Hestia Insight Inc. and its subsidiaries.
Overview
Hestia Insight Inc. (“Hestia”, “Hestia Insight”, or the “Company”) was incorporated in the State of Nevada on November 19, 2003, under the name Luxshmi Investments, Inc. (“Luxshmi Investments”), until the Company changed its name to Hestia Insight Inc. on March 27, 2019. On March 12, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing 300,000,000 shares of capital stock, comprised of 290,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”). On March 27, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation (i) effecting a name change from Luxshmi Investments, Inc. to Hestia Insight Inc., and (ii) effecting a 50-to-1 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split did not impact the Company’s authorized shares of Common Stock or Preferred Stock, or its par value. On May 16, 2019, the Company entered into a Share Exchange Agreement with Hestia Investments Inc., a Wyoming corporation (“Hestia Investments”), to exchange, on a 1-for-1 basis, 27,614,200 shares of the Company’s Common Stock in exchange for 27,614,200 shares of Hestia Investments which were owned by 100% of the then-shareholders of Hestia Investments (the “Share Exchange Transaction”). As a result of the Share Exchange Transaction, Hestia Investments became a wholly owned subsidiary of the Company.
Our Markets and Services
The Company’s wholly owned operating subsidiary, Hestia Investments, provides strategic consulting, medical supply sales support, management, and capital market advisory services for select micro, small and medium sized companies in the healthcare and biotech sectors. Now Hestia Insight Inc. (“Hestia Insight” and the “Company”) is an AI-powered capital markets advisory and business consulting firm specializing in comprehensive fundraising solutions for emerging growth companies. Through our proprietary artificial intelligence platform, we guide startups, small businesses, and growth-stage companies through the complete fundraising lifecycle - from pre-raise strategy and asset building to investor outreach and ongoing investor relations.
Our AI Enhanced Fundraising Services encompass four core areas: pre-raise strategy development including MVP creation and IP protection; comprehensive market research and financial modelling; investor materials preparation including pitch decks and due diligence support; and end-to-end investor outreach and relations management. We also provide fractional C-suite services, including Chief Strategy Officer and Chief Financial Officer support, to ensure our clients are transaction-ready and positioned for sustainable growth.
With a focus on transparency, expertise, and cutting-edge AI technology, Hestia Insight is committed to helping clients navigate the complexities of capital raising in today’s competitive marketplace. The Company maintains strategic focus on healthcare and biotech sectors through its two wholly owned operating subsidiaries, Hestia Investments Inc. (“Hestia Investments”) and HSTA Health Inc. (“HSTA Health”), while expanding its AI-powered advisory services across all industry verticals.
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Hestia Insight is positioned to make strategic acquisitions of emerging growth companies with unique sciences and technologies and actively seeks licensing opportunities for exceptional products that complement our AI-powered service offerings. Through acquisition, licensing, joint ventures, and direct investment, we continue 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.com.
Sales and Marketing
We seek to develop new business through relationships driven by our senior management, which have extensive contacts throughout the healthcare system. Our senior management is seeking opportunities for joint ventures, strategic relationships and acquisitions in the healthcare and biotech sectors.
Business Model
Hestia Insight Inc. (“Hestia Insight” and the “Company”) is an AI-powered capital markets advisory and business consulting firm specializing in comprehensive fundraising solutions for emerging growth companies. Through our proprietary artificial intelligence platform, we guide startups, small businesses, and growth-stage companies through the complete fundraising lifecycle - from pre-raise strategy and asset building to investor outreach and ongoing investor relations.
Competitive Advantages
The Company focuses on small and micro-cap companies in the healthcare and biotech sectors with limited access to growth capital. We provide specialized consulting services to assist companies with their operations in the public markets. Our management team is experienced in risk management and exit planning. The Company’s competitive advantages include a global business network of healthcare, investment and financial professionals who are integrated into the technology licensing and commercialization departments of universities and institutions. Through our offered services and access to investment, we intend to accelerate the development and commercialization of the healthcare businesses that we engage with.
Intellectual Property
The Company owns no patents. We have not applied for or received patent protection in the US or any other country, and, as a result, there is a distinct risk that we will not be able to adequately protect our intellectual property rights in these countries. We own and control a variety of trade secrets, confidential information, trademarks, and other intellectual property rights that, in the aggregate, are of material importance to our business. We consider our trademarks, service marks, and other intellectual property to be proprietary, and rely on a combination of copyright, trademark, trade secret, non-disclosure, and contractual safeguards to protect our intellectual property rights.
Competition
In our current consulting business, we compete with a number of advisory firms offering similar service including consulting and strategy firms; market research, data, benchmarking, and forecasting providers; technology vendors and services firms; health care information technology firms; technology advisory firms; outsourcing firms; and specialized providers of advisory services. Other organizations, such as state and national trade associations, group purchasing organizations, non-profit think-tanks, and database companies, also may offer research, consulting, tools, and advisory services to health care organizations.
We believe that the principal competitive factors in our market include quality and timeliness of our services, strength and depth of relationships with our clients, ability to meet the changing needs of current and prospective clients, measurable returns on customer investment, and service and affordability.
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As our business develops and we expand through joint ventures, acquisitions and strategic partnerships in the U.S., we will have competition with other direct service providers, emerging technologies and medical communication platforms. The Company will seek to maintain a competitive advantage through intellectual property, superior quality management and cutting-edge technology.
Government Regulation
The health care industry in the U.S. is highly regulated and subject to changing political, legislative, regulatory, and other influences. Further, the healthcare industry is currently undergoing rapid change. We are uncertain how, when or in what context these new changes will be adopted or implemented. These new regulations could create unexpected liabilities for us, could cause us or our members to incur additional costs and could restrict our or our clients’ operations. Many of the laws are complex and their application to us, our clients, or the specific services and relationships we have are not always clear. Our failure to anticipate accurately the application of these laws and regulations, or our other failure to comply, could create liability for us, result in adverse publicity, and otherwise negatively affect our business.
Employees
The Company has three employees. We otherwise rely on the services of independent contractors.
Our Offices
Our principal executive office is located at 732 S. 6th Street #4762 Las Vegas, NV 89101.
Our Website
www.HestiaInsight.com
Legal Proceedings
From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to, and our property is not subject to, any material legal proceedings.
Reports to Security Holders
We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the SEC in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the SEC if they become necessary in the course of our company’s operations.
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Going Concern
We have a limited operating history, and our 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 $(1,536,740) at May 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.
Our ability to continue as a going concern is dependent upon our ability to carry out our business plan, achieve profitable operations, obtain additional working capital funds from our significant shareholders, and or through debt and equity financing. However, there can be no assurance that any additional financing will be available to us on satisfactory terms and conditions, if any.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these Condensed 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 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 Condensed Consolidated financial statements.
Revenue Recognition
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or products have been sold, the purchase price is fixed or determinable and collectability is reasonably assured.
We provide medical related consulting services to our clients. We are paid fees for our services by our clients under written consulting agreements. Each contract calls for a fixed payment for a fixed period of time. We recognize revenue by providing medical related consulting services under written service contracts with our customers. Revenue related to our service offerings is recognized as the services are performed and amounts are earned, using the straight-line method over the term of the related services agreement. Prepayments, if any, received from customers prior to the services being performed are recorded as advance from customers. In these cases, when the services are performed, the amount recorded as advance from customers is recognized as revenue.
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Income Taxes
We are governed by the income tax laws of the United States. Income taxes are accounted for pursuant to ASC 740 “Accounting for Income Taxes,” which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probably that taxable profit will be available against which deductible temporary differences can be utilized.
Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is changed to equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority, and we intend to settle its current tax assets and liabilities on a net basis.
Stock-based Compensation
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification (“ASC”) 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expenses based on the fair value of the award at the reporting date. The awards to consultants and other third parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.
Recent Accounting Pronouncements
Effective December 1, 2017, the Company adopted Accounting Standards Update (“ASU”) 2016-01 “Financial Instruments—Recognition
and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 adds a new Topic, “ASC 321 Investments –
Equity Securities” to the FASB Accounting Standards Codification, which provides guidance on accounting for all equity investments.
The guidance in ASC 321 allows a measurement exception for those equity investments that do not have a “readily determinable fair
value,” as defined therein, and do not qualify to be measured using the practical expedient to estimate fair value at net asset
value (NAV) of the investee in accordance with ASC 820-1035-59, Fair Value Measurement and Disclosure. The measurement alternative allows
those investments to be measured at their cost minus impairment, if any, plus or minus changes resulting from observable price changes
in “orderly transactions,” as defined, for the identical or a similar investment of the same issuer. Hestia has elected to
use this measurement exception. See Note 3 below for a detailed listing of the Company’s investment in equities to which the measurement
exception applies.
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RESULTS OF OPERATIONS
Comparison of Results of Operations for the six months ended May 31, 2026, and May 31, 2025
Revenue
For the six months ended May 31, 2026, total revenues is $16,000. For the six months ended May 31, 2025, revenue was $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
Cost of revenue includes the cost of internal labor 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 six months ended May 31, 2026, and May 31, 2025, there were no costs of revenue.
Operating Expenses
For the six months ended May 31, 2026 operating expenses were $576,401 representing an increase of $343,494 over the operating expenses of $232,907 for the six months ended May, 2025 . This increase in operating expenses was mainly driven by an increase in Officer Compensation for last 5 years.
For the six months ended May 31, 2026, and May, 2025, operating expenses consisted of the following:
| For the Six month ended May 31, 2026 | For the Six month ended May 31, 2025 | |||||||
| Selling expenses | $ | – | $ | – | ||||
| Professional fees | 35,828 | 62,688 | ||||||
| Other general and administrative expenses | 540,573 | 170,219 | ||||||
| $ | 576,401 | $ | 232,907 | |||||
| · | Our selling expenses mainly include our marketing and sales staff’s salaries and related benefits, plus travel and entertainment costs incurred by our sales department. Selling expenses totalled and $0 for the six months ended May 31, 2026 and $0 for the six months ended May 31, 2025. Selling expense as a percentage of revenue for the six months ended May 31, 2025 is 0%, and for the six months ended May, 2024, it was 0%. | |
| · | Professional fees primarily consisted of accounting fees, legal service fees, consulting fees, investor relations service charges, OTC markets application and listing fees and other fees incurred for services related to becoming and being a public company. For the six months ended May 31, 2026 and May, 2025, professional fees amounted to $35,828 and $62,688, respectively, a decrease of $26,860 or 43%. We expect professional fees to be significant as we incur significant costs associated with our public company reporting requirements, and costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. | |
| · | Other general and administrative expenses mainly consisted of wages and payroll taxes of our employees, compensation to our officers and board members, automobile expenses, office supplies, rent, bank service charges, depreciation, and other miscellaneous items. Other general and administrative expenses totalled $540,573 for the six months ended May 31, 2026 as compared to $170,219 for the six months ended May 30, 2025, an increase of $370,354. |
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Income (Loss) from Operations
As a result of the foregoing, for the six months ended May 31, 2026, loss from operations amounted to $478,971, as compared to income from operations of $(644,757) for the six months ended May 31, 2025.
Other Income (Expense)
Other income includes dividends and interest income from stock dividends and bank deposits that amounted to $0 and $75, for the six months ended May 31, 2026 and May 31, 2025, respectively.
The Company had realized gains on equity investments of $0 & $435 for the six months ended May 31, 2026 and May 31, 2025, respectively.
The Company had unrealized gains on equity investments of $88,195 for the six months ended May 31, 2026, and unrealized losses on equity investments of $387,416 for the six months ended May 31, 2025. For the six months ended May 31, 2026 and May 31, 2025, respectively, Company had loss of $0 & ($14,203) on sale of Capital Asset respectively.
The Company had $6,766 interest expense for the six months ended May 31, 2026 and ($4,080) interest expense for the six months ended May 31, 2025. Company also had bad debt expense of ($6,660) in the period ended May 31, 2025.
Income Taxes
We did not have any income tax expense for the six months ended May 31, 2026 and May 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 from our taxable income until they become realized gains/(losses) on equity investments.
Net Income (Loss)
The net loss for the six months ended May 31, 2026, was $478,971 and the net loss for the six months ended May 31, 2025, was $644,757.
Liquidity and Capital Resources
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 May 31,2026,
and November 30. 2025, we had cash and cash equivalent balances of $19,141 and $28,871, respectively. These funds are kept in financial
institutions located in United States. We had total liabilities of $835,682 on May 31, 2026, of which $85,081 for accounts payable and
accrued liabilities and $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 and $173,931 is payable to a related party. As of May 31, 2026, and November 30, 2025, the Company had
accumulated (deficits) of $(1,536,741) and $(1,057,766), respectively.
We currently have no agreements and arrangements with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.
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Cash flows from Operating Activities
Operating activities used $(68,900) in cash during the six months ended May 31, 2026 as compared with using $(64,676) in cash during the six months ended May 31, 2025. The increase in cash used in operating activities during the six months ended May 31, 2026, is primarily due to the increase consulting income and the decrease in operating expenses described above.
Cash flows from Investing Activities
For the six months ended May 31, 2026, the cash flows in investing activities provided $0 in proceeds used in the purchase of investment equities.
Cash flows from Financing Activities
For the six months ended May 31, 2026, the Company received $59,170 in proceeds provided by a related party loan. For the six months ended May 31, 2025, the Company received $50,000 in proceeds provided by a related party loan.
Our capital requirements for the next twelve months primarily relate to cash to pay salaries, consulting fees and fees related to third parties’ professional services. All funds received have been primarily expended in the furtherance of growing the business. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:
| · | An increase in working capital requirements to finance our current business; | |
| · | Addition of administrative and sales personnel as the business grows; and | |
| · | The cost of being a public company. |
We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than working capital, advances received from related parties and funds received pursuant to securities purchase agreements, we presently have no other significant alternative sources of working capital. We have used these funds to fund our operating expenses, pay our obligations and grow our company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing operations and obligations. Therefore, our future operation is dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to cease our operations. To date, we have not considered this alternative, nor do we view it as a likely occurrence.
Contractual Obligations and Off-Balance Sheet Arrangements
Contractual Obligations
We presently do not have any contractual obligations.
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Off-balance Sheet Arrangements
We do not have any 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 that is material to investors.
Since inception, our principal sources of operating funds have been proceeds from equity financing including the sale of our Common Stock to initial investors known to management and principal shareholders of the Company. We do not expect that our current cash on hand will fund our existing operations. We will need to raise additional capital in order to execute our business plan and growth goals for at least the next twelve-month period thereafter. If the Company is unable to raise sufficient additional funds, it will have to execute a slower than planned growth path, reduce overhead and scale back its business plan until sufficient additional capital is raised to support further operational expansion and growth. There can be no assurance that such a plan will be successful.
Inflation
The effect of inflation on our revenue and operating results was not significant.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of May 31,2026.
Changes in Internal Controls over Financial Reporting
There were no changes (including corrective actions with regard to material weakness) in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. The Company is not presently a party to any legal proceedings that, if determined adversely to it, would individually or taken together have a material adverse effect on its business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defence and settlement costs, diversion of management resources and other factors.
ITEM 1A. RISK FACTORS
Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our most recent Annual Report on Form 10-K for the year ended November 30, 2025, the occurrence of any one of which could have a material adverse effect on our actual results. There have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended November 30, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities during the period ended May 31, 2026.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended
May 31, 2026, no director or officer of the Company
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HESTIA INSIGHT INC. | ||
| (Registrant) | ||
| Date: July 20, 2026 | By: | /s/ Edward Lee |
| Edward Lee | ||
| Chief Executive Officer, President and Director (Principal Executive Officer) | ||
| Date: July 20, 2026 | By: | /s/ Edward Lee |
| Edward Lee | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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