10-Q/A
BestGofer Inc. (BGFR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment #1
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2026
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-56485
BestGofer Inc. and Subsidiary
(Exact name of registrant as specified in its charter)
| Nevada | 7200 | 82-5296245 |
|---|---|---|
| (State or other jurisdiction of<br><br><br>incorporation or organization) | (Primary standard industrial<br><br><br>classification code number) | (IRS employer<br><br><br>identification number) |
10 Nisan Beck St.
Jerusalem, Israel 91034
(972) 03-9117987
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
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. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ |
|---|---|
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
1
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 ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as on May 6, 2026, is 5,900,000 shares.
2
EXPLANATORY NOTE REGARDING FILING DATE AND AUDIT ADJUSTMENTS
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of BestGofer, Inc. (the “Company”) for the three months ended February 28, 2026 (the “Original 10-Q”), which was filed with the Securities and Exchange Commission on April 22, 2026.
The Original 10-Q reported a net loss for the first quarter of $(7,001), reflecting a $6,000 professional-fees adjustment to the preliminary $(1,001) net loss disclosed in the Form NT 10-Q filed on April 15, 2026. Subsequent to the filing of the Original 10-Q, the Company completed additional impairment-evaluation procedures, performed in accordance with PCAOB AS 4105 by Barton CPA PLLC, with respect to the goodwill associated with the Company's wholly-owned subsidiary, Liberty Home Inspection Services LLC (“LHIS”). Based on the results of those procedures, management determined that a non-cash goodwill impairment charge of $78,754 should be recognized as of February 28, 2026 with respect to the LHIS reporting unit. This Amendment restates the Company's financial statements for the three months ended February 28, 2026 to reflect the goodwill impairment charge.
As a result of the goodwill impairment charge, the net loss reported herein is $(85,755), representing an increase of $78,754 compared to the net loss reported in the Original 10-Q. On May 6, 2026, the Company filed a Current Report on Form 8-K under Item 2.06 reporting this material non-cash impairment.
Other than as described herein, no other information in the Original 10-Q is amended hereby.
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | 4 |
|---|---|
| Item 1. Financial Statements | 4 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk | 16 |
| Item 4. Controls and Procedures | 16 |
| PART II - OTHER INFORMATION | 18 |
| Item 1. Legal Proceedings | 18 |
| Item 1A. Risk Factors | 18 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
| Item 3. Defaults Upon Senior Securities | 18 |
| Item 4. Mine Safety Disclosures | 18 |
| Item 5. Other Information | 18 |
| Item 6. Exhibits | 18 |
| Signatures | 19 |
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
| INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | PAGE |
|---|---|
| Condensed Consolidated Balance Sheets at February 28, 2026 (Unaudited) and November 30, 2025 | 5 |
| Condensed Consolidated Statements of Operations for the three months ended February 28, 2026 and 2025 (Unaudited) | 6 |
| Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended February 28, 2026 and 2025 (Unaudited) | 7 |
| Condensed Consolidated Statements of Cash Flows for the three months ended February 28, 2026 and 2025 (Unaudited) | 8 |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 9 |
4
BESTGOFER INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
| February 28, 2026 | November 30, 2025 | ||
|---|---|---|---|
| (Unaudited) | (Audited) | ||
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 1,924 | $ | 3,202 |
| Accounts receivable | - | 779 | |
| Due from related party | 24,742 | 21,242 | |
| Total current assets | 26,666 | 25,223 | |
| Other advances | 12,500 | 12,500 | |
| Goodwill | - | 78,754 | |
| Total assets | 39,166 | $ | 116,477 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 70,791 | 68,347 | |
| Due to related party | 78,425 | 72,425 | |
| Total current liabilities | 149,216 | 140,772 | |
| Stockholders’ equity | |||
| Common stock: 0.001 par value, 190,000,000 shares<br> authorized; 5,900,000 shares issued and outstanding | 5,900 | 5,900 | |
| Additional paid-in capital | 175,206 | 175,206 | |
| Accumulated deficit | (291,156) | (205,401) | |
| Total stockholders’ deficit | (110,050) | (24,295) | |
| Total liabilities and stockholders’ equity | 39,166 | $ | 116,477 |
All values are in US Dollars.
The accompanying notes to condensed consolidated financial statements.
5
BESTGOFER INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended<br><br><br>February 28, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Revenue | $ | 2,231 | $ | - |
| Operating expenses | ||||
| General and administration | 9 | 4,800 | ||
| Professional fees | 8,444 | 6,000 | ||
| Provision for expected credit losses | 779 | - | ||
| Impairment of goodwill | 78,754 | - | ||
| Total operating expenses | 87,986 | 10,800 | ||
| Net loss | $ | (85,755) | $ | (10,800) |
| Net loss per share - basic and diluted | $ | (0.015) | $ | (0.002) |
| Weighted average shares outstanding - basic and diluted | 5,900,000 | 5,880,000 |
The accompanying notes to condensed consolidated financial statements.
6
BESTGOFER INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
For the three months ended February 28, 2026 and 2025
| Common Stock | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Additional<br><br><br>Paid-in<br><br><br>Capital | Accumulated<br><br><br>Deficit | Total<br><br><br>Stockholders’<br><br><br>Deficit | |||||
| Balance, November 30, 2024 | 5,880,000 | $ | 5,880 | $ | 75,226 | $ | (179,653) | $ | (98,547) |
| Net loss | - | - | - | (10,800) | (10,800) | ||||
| Balance, February 28, 2025 | 5,880,000 | 5,880 | 75,226 | (190,453) | (109,347) | ||||
| Balance, November 30, 2025 | 5,900,000 | 5,900 | 175,206 | (205,401) | (24,295) | ||||
| Net loss | - | - | - | (85,755) | (85,755) | ||||
| Balance, February 28, 2026 | 5,900,000 | $ | 5,900 | $ | 175,206 | $ | (291,156) | $ | (110,050) |
The accompanying notes to condensed consolidated financial statements.
7
BESTGOFER INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended<br><br><br>February 28, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Cash flow from operating activities | ||||
| Net loss | $ | (85,755) | $ | (10,800) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
| Provision for expected credit losses (non-cash) | 779 | - | ||
| Impairment of goodwill (non-cash) | 78,754 | - | ||
| Expenses paid by related party (non-cash) | 6,000 | - | ||
| Changes in Operating Assets and Liabilities: | ||||
| Increase (decrease) in accounts payable | 2,444 | (33,700) | ||
| (Increase) in due from related party | (3,500) | - | ||
| Net cash provided by (used in) operating activities | $ | (1,278) | $ | (44,500) |
| Cash flows from investing activities | ||||
| Net cash used in investing activities | - | - | ||
| Cash flow from financing activities | ||||
| Proceeds from related party loans and advances | - | 44,500 | ||
| Net cash provided by financing activities | $ | - | $ | 44,500 |
| Net increase/(decrease) in cash | (1,278) | - | ||
| Cash at beginning of year | 3,202 | - | ||
| Cash at end of year | $ | 1,924 | $ | - |
| Supplemental cash flow information: | ||||
| Cash paid for interest | $ | - | $ | - |
| Cash paid for income taxes | $ | - | $ | - |
The accompanying notes to condensed consolidated financial statements.
8
BESTGOFER, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2026
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies of BestGofer Inc. and Subsidiary (the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.
Organization, Nature of Business and Trade Name
BestGofer Inc. was incorporated in the State of Nevada in October 2017, with the purpose of developing a consumer delivery system. In August 2025, the Company acquired a 100% membership interest in Liberty Home Inspection Services LLC (“LHIS”), a limited liability company organized under the laws of the State of Washington, which provides residential and commercial home inspection services. The consolidated entity is referred to herein as the “Company.” The Company’s principal office is at 10 Nisan Beck St, Jerusalem, Israel 91034. The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s business before another company develops similar businesses or services.
Basis of Presentation
The results for the three months ended February 28, 2026 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2025, filed with the Securities and Exchange Commission.
The accompanying condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at February 28, 2026 and for the related periods presented.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of BestGofer Inc. and its wholly-owned subsidiary, Liberty Home Inspection Services LLC. All intercompany transactions and balances have been eliminated in consolidation.
Property and Equipment
Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:
| Office Equipment: | 5 - 10 years |
|---|---|
| Vehicles: | 5 - 10 years |
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.
9
BESTGOFER, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2026
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Revenue Recognition
Revenue Recognition. The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The Company’s only revenue stream is residential and commercial home-inspection services performed by Liberty Home Inspection Services LLC. Performance obligation: a single performance obligation to deliver a written inspection report for an inspected property. Revenue is recognized at a point in time, upon delivery of the inspection report. Payment terms: amounts are typically due upon completion of the inspection and are collected by cash or check. Variable consideration: none - fees are fixed at booking; no rebates, discounts, or refunds. Contract assets / liabilities: the Company has no contract assets or contract liabilities. Revenue is presented net of any sales taxes collected on behalf of taxing authorities. For the three months ended February 28, 2026, LHIS generated revenue of $2,231 from home-inspection services.
For the three months ended February 28, 2026, LHIS generated revenue of $2,231 from home inspection services, which were recognized upon completion of each inspection.
Allowance for Expected Credit Loss
The Company estimates expected credit losses on accounts receivable using the current expected credit loss (“CECL”) model, which considers historical loss experience, current economic conditions, and reasonable and supportable forecasts. As of November 30, 2025, accounts receivable totaled $779, representing a single customer balance related to LHIS. During the three months ended February 28, 2026, this balance was determined to be uncollectible and was fully written off. Accordingly, a provision for expected credit losses of $779 was recognized during the period. As of February 28, 2026, no accounts receivable balance remained outstanding.
Fair Value of Financial Instruments
The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. As of February 28, 2026, the carrying value of amounts that are required to be measured at fair value approximated fair value due to the short-term nature and maturity of these instruments.
10
BESTGOFER, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2026
Use of Estimates
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in management’s estimates or assumptions could have a material impact on BestGofer Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. BestGofer Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Operating Expenses. General and administrative expenses consist of bank service charges and other corporate overhead. Professional fees consist of external accounting, audit, XBRL filing-agent, legal, and consulting services, consistent with the presentation in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2025. For the three months ended February 28, 2026, professional fees totaled $8,444 and primarily consisted of accounting, audit, and XBRL filing-agent services.
Capital Stock
The Company has authorized one hundred ninety million (190,000,000) shares of common stock with a par value of $0.001 per share and ten million (10,000,000) shares of preferred stock with a par value of $0.001 per share. As of February 28, 2026 and November 30, 2025, 5,900,000 shares of common stock were issued and outstanding, respectively. No preferred shares have been issued.
Income Taxes
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.
NOTE B - GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
As of February 28, 2026, the Company has an accumulated deficit of $291,156, total stockholders’ deficit of $(110,050), and total current liabilities exceeding total current assets by $122,550 ($149,216 - $26,666). These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations through the operations of LHIS and the parent company. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with business development. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock and related party loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
11
BESTGOFER, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2026
NOTE C - COMMON STOCK
As of February 28, 2026 and November 30, 2025, the Company’s authorized capital consists of 190,000,000 shares of common stock at a par value of $0.001 per share and 10,000,000 shares of preferred stock at a par value of $0.001 per share.
On August 31, 2025, the Company issued 20,000 restricted shares of common stock in connection with the acquisition of Liberty Home Inspection Services LLC (see Note F - Business Combination).
As of February 28, 2026 and November 30, 2025, 5,900,000 shares of common stock were issued and outstanding, respectively.
As of February 28, 2026 and November 30, 2025, the Company has no shares of preferred stock issued and outstanding.
NOTE D - RELATED PARTY TRANSACTIONS
During prior periods and through Q1 FY2026, the Company has received non-interest-bearing, no-fixed-repayment-term loans from its Director, Mr. Mohammad Hasan Hamed. During the three months ended February 28, 2026, Mr. Hamed paid on the Company’s behalf a $6,000 Barton CPA audit-fee invoice, increasing the Due-to-related-party balance from $72,425 at November 30, 2025 to $78,425 at February 28, 2026. The Company has two identified related parties: (i) Mohammad Hasan Hamed - Due TO related party of $78,425; and (ii) Mc Gregor S James, Former Director of LHIS - Due FROM related party of $24,742. These balances are unsecured, non-interest bearing, and carry no fixed repayment terms.
During the three months ended February 28, 2026, the Company made advances of $3,500 to Mr. Mc Gregor S James, Former Director of LHIS, in connection with the operations of Liberty Home Inspection Services LLC. During the same period, the Company’s Director Mr. Mohammad Hasan Hamed paid on the Company’s behalf a $6,000 Barton CPA audit-fee invoice. As a result, Due from Related Party (Mc Gregor S James) increased to $24,742 and Due to Related Party (Mohammad Hasan Hamed) increased to $78,425 as of February 28, 2026.
Due from related party was $24,742 as of February 28, 2026, compared to $21,242 as of November 30, 2025.
Terms and nature of related-party balances (ASC 850-10-50). The advances to and from related parties are unsecured, non-interest-bearing, and have no fixed repayment schedule. The advances to Mr. Mc Gregor S James (Due from related party - $24,742) consist of operating advances made by LHIS for inspection-related field expenses; settlement is expected through reimbursement against future invoiced inspection work. The advances from Mr. Mohammad Hasan Hamed, Director (Due to related party - $78,425) consist of cash funding and direct vendor payments made to support Company operations and SEC reporting; the balances are demand obligations rather than equity contributions, as the Director retains the legal right to repayment, although no fixed repayment date has been established.
NOTE E - GOODWILL
In connection with the acquisition of Liberty Home Inspection Services LLC in August 2025, the Company recorded goodwill of $78,754, all of which was assigned to the LHIS reporting unit. As of February 28, 2026, in connection with the qualitative and quantitative impairment evaluation performed by management under ASC 350-20-35, including consideration of the LHIS reporting unit’s recurring operating losses, limited historical and forecasted revenue, key-person concentration risk, and LHIS’s financial condition, The fair value of the LHIS reporting unit was estimated using the income approach (discounted cash flow method), which incorporated management’s projections of future cash flows and a discount rate reflecting the risk profile of the reporting unit. Based on this analysis, management concluded that the carrying amount of the LHIS reporting unit exceeded its fair value. Accordingly, the Company recognized a goodwill impairment charge of $78,754 in its Statements of Operations for the three months ended February 28, 2026, reducing the carrying amount of goodwill to $0 as of February 28, 2026. The impairment charge is non-cash and did not affect the Company’s cash position. The Company will reassess any future indicators of value at each reporting date.
12
BESTGOFER, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2026
NOTE F - BUSINESS COMBINATION
On August 31, 2025, BestGofer Inc. completed the acquisition of a 100% membership interest in Liberty Home Inspection Services LLC (“LHIS”), a Washington limited liability company. LHIS provides residential and commercial home inspection services primarily in the State of Washington. The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations. A summary of the acquisition and the related purchase price allocation is provided in the Company’s Annual Report on Form 10-K for the year ended November 30, 2025.
NOTE G - OTHER ADVANCES
Other advances of $12,500 represent prepaid expenses and operating advances related to the Company’s business-development activities. The advances are not subject to a contractual repayment date; management expects the related services or benefits to be received over a period extending beyond twelve months from the balance-sheet date, which supports presentation as a non-current asset. The amounts are carried at cost; management has reviewed them for recoverability and believes they remain recoverable as of February 28, 2026.
NOTE H - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of outstanding amounts owed to vendors for services rendered but not yet paid. The balance at February 28, 2026 was $70,791, compared to $68,347 at November 30, 2025, an increase of $2,444. The Q1 FY2026 increase comprises Barton CPA out-of-pocket audit-support expenses ($44) and RNC Consulting accounting and XBRL filing services ($2,400). The $6,000 Barton CPA FY2025 audit fee was paid directly by the Company’s Director on the Company’s behalf during Q1 FY2026 and is reflected as Due to Related Party (Director) rather than Accounts Payable - see Note D.
NOTE I - SUBSEQUENT EVENT
The Company evaluated all events or transactions that occurred after February 28, 2026 through May 7, 2026, the date these financial statements were available to be issued, in accordance with ASC 855-10. The following non-recognized subsequent events were identified:
Change in Independent Registered Public Accounting Firm
On April 8, 2026, the Board of Directors dismissed Barton CPA PLLC and appointed Sadler, Gibb & Associates, LLC. On April 14, 2026, the Board terminated Sadler, Gibb & Associates, LLC and reappointed Barton CPA PLLC effective the same date. Sadler, Gibb & Associates, LLC did not issue any audit or review reports or consents during its engagement period. The Company filed a Current Report on Form 8-K, including amendments thereto, to disclose these changes.
Late Filing of Quarterly Report
On April 15, 2026, the Company filed a Form NT 10-Q under Rule 12b-25 with respect to this Quarterly Report. The five-business-day extension period expired on April 21, 2026. On April 22, 2026, the Company filed Form NT 10-Q/A (Amendment No. 1) and its Quarterly Report on Form 10-Q for the three months ended February 28, 2026.
Filing of Form 8-K under Item 2.06
On May 6, 2026, the Company filed a Current Report on Form 8-K under Item 2.06 disclosing the material non-cash impairment of goodwill associated with the LHIS reporting unit recognized in the Statements of Operations for the three months ended February 28, 2026.
13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with (i) our audited financial statements as of November 30, 2025, that appear in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025. This quarterly report contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.
Going Concern
Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of February 28, 2026, we have an accumulated deficit of $291,156 and total stockholders’ deficit of $(110,050). These conditions, including the goodwill impairment recognized for the LHIS reporting unit, raise substantial doubt about our ability to continue as a going concern. Our auditors have expressed a going concern opinion in their report on our financial statements for the fiscal year ended November 30, 2025.
Management’s plans to alleviate the substantial doubt include the following specific actions, evaluated under ASC 205-40-50-12: (i) ramp-up of LHIS home-inspection revenue commencing with the April–September 2026 Pacific Northwest peak inspection season; (ii) continued direct funding from the Company’s Director on demand terms to bridge near-term operating cash needs (the Director has provided $78,425 of such funding to date); (iii) evaluation of secondary equity issuances or debt financing during the second half of fiscal 2026, subject to market conditions and the Company’s filing status; and (iv) operating-expense reductions, including consolidation of professional-services vendors. Management’s mitigation plans are subject to inherent uncertainties including the pace of recovery of Canadian cross-border real-estate activity in LHIS’s principal service area, the Company’s ability to remediate filing delinquencies, and access to capital.
Plan of Operation
The Company’s current business plan focuses on growing the revenue of Liberty Home Inspection Services LLC, which provides home inspection services in the State of Washington, while continuing to evaluate additional acquisition opportunities. The Company intends to fund operations through cash generated from LHIS services, related party support, and potential future equity or debt financing.
Liquidity and Capital Resources
As of February 28, 2026, the Company had total assets of $39,166, consisting of: cash and cash equivalents of $1,924; accounts receivable of $0; due from related party of $24,742; goodwill of $0 (following the goodwill impairment charge - see Note E); and other advances of $12,500.
As of February 28, 2026, the Company had total current liabilities of $149,216, consisting of accounts payable of $70,791 and due to related party of $78,425. Total stockholders’ deficit was $(110,050).
As of November 30, 2025, the Company had total assets of $116,477, consisting of: cash and cash equivalents of $3,202; accounts receivable of $779; due from related party of $21,242; goodwill of $78,754; and other advances of $12,500. Total current liabilities were $140,772, consisting of accounts payable of $68,347 and due to related party of $72,425. Total stockholders’ deficit was $(24,295).
Accumulated deficit as of February 28, 2026 and November 30, 2025 is $(291,156) and $(205,401), respectively.
Net cash used in operating activities for the three months period ended February 28, 2026 was $(1,278), compared to net cash used in operating activities of $(44,500) for the three months ended February 28, 2025.
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Net cash provided by financing activities for the three months ended February 28, 2026 was $0. During the period, the Company’s Director paid a $6,000 Barton CPA audit-fee invoice directly to the vendor on the Company’s behalf - a non-cash transaction recorded as professional-fees expense and an increase in Due to related party, and disclosed in the Statements of Cash Flows as a supplemental non-cash investing and financing activity. For the three months ended February 28, 2025, net cash provided by financing activities was $44,500.
We have no material commitments for the next twelve months other than those incurred in the ordinary course of business. We will however require additional capital to meet our liquidity needs.
Results of Operations
Overview for the three months ended February 28, 2026 and 2025
Revenue
For the three months ended February 28, 2026, the Company generated revenue of $2,231 from home inspection services performed by LHIS. For the three months ended February 28, 2025, the Company did not generate any revenues. The increase in revenue reflects the acquisition of LHIS in August 2025.
Operating Expenses
The Company’s total operating expenses for the three months ended February 28, 2026 were $87,986, compared to $10,800 for the three months ended February 28, 2025. Operating expenses for the current period consisted of general and administrative expenses of $9 (bank fees), professional fees of $8,444, Provision for expected credit losses of $779, and a non-cash goodwill impairment charge of $78,754 (see Note E - Goodwill). The increase relative to the prior-year period is attributable primarily to the goodwill impairment charge.
Net Loss
During the three months ended February 28, 2026, the Company recognized a net loss of $85,755, compared to a net loss of $10,800 for the three months ended February 28, 2025. The increase in net loss is primarily attributable to the non-cash goodwill impairment charge of $78,754 recognized for the LHIS reporting unit (see Note E – Goodwill), partially offset by the recognition of $2,231 of revenue from LHIS operations.
Our independent registered public accounting firm has expressed a going concern opinion which raises substantial doubts about our ability to continue as a going concern. Due to the limited nature of the Company’s operations to date, the Company does not believe that past performance is any indication of future performance.
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 are material to investors.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
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Loss Per Common Share. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. As of February 28, 2026, there were no share equivalents outstanding.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
As a smaller reporting company, the Company is not required to provide the information otherwise required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of February 28, 2026, we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company’s management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of February 28, 2026, our Company’s disclosure controls and procedures were not effective and do not provide reasonable assurance that material information related to our Company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that:
·Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
·Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Management assessed the effectiveness of our internal control over financial reporting as of February 28, 2026. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL - INTEGRATED FRAMEWORK. Our management concluded that, as of February 28, 2026, our internal control over financial reporting was not effective based on the criteria in INTERNAL CONTROL - INTEGRATED FRAMEWORK issued by the COSO.
This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this quarterly report.
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Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the first quarter ended February 28, 2026 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal actions pending against us nor any legal actions contemplated by us at this time.
Item 1A. Risk Factors
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
| Exhibit | Description |
|---|---|
| 31.1 | Certification of Principal Executive Officer of BestGofer Inc, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Principal Accounting Officer of BestGofer Inc, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Chief Executive and Financial Officer of BestGofer Inc, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63. |
| 101 | Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. |
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BestGofer Inc. | |
|---|---|
| Date: May 7, 2026 | By: /s/ Mohammad Hasan Hamed |
| President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer<br><br><br>(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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Certification of Principal Executive Officer
Exhibit 31.1
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mohammad Hasan Hamed, certify that:
1.I have reviewed this Amended Quarterly Report on Form 10-Q/A of BestGofer, Inc. for the period ended February 28, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 7, 2026
By: /s/ Mohammad Hasan Hamed
Mohammad Hasan Hamed
President and Chief Executive Officer
(Principal Executive Officer)
Certification of Principal Financial Officer
Exhibit 31. 2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mohammad Hasan Hamed, certify that:
1.I have reviewed this Amended Quarterly Report on Form 10-Q/A of BestGofer, Inc. for the period ended February 28, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 7, 2026
By: /s/ Mohammad Hasan Hamed
Mohammad Hasan Hamed
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Certification of CEO and CFO
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amended Quarterly Report on Form 10-Q/A of BestGofer, Inc. (the “Company”) for the quarterly period ended February 28, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mohammad Hasan Hamed, President, Chief Executive Officer and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 7, 2026
By: /s/ Mohammad Hasan Hamed
Mohammad Hasan Hamed
President, Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
The foregoing certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Quarterly Report on Form 10-Q or as a separate disclosure document.