UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 20212023

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 No. 333-251324000-56557

GLOBAL LEADERS CORP.

(Exact name of registrant as specified in its charter)

Unit 512Units 2613-18, InnoCentre26/F., Shui On Centre

72 Tat Chee Avenue6-8 Harbour Road,Wanchai

Kowloon Tong, Hong Kong

Hong Kong

(Address of principal executive offices, zip code)

Tel: (852(852)) 8102 3633

(Registrant’s telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the issuer (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 and posted on its corporate Web site, if any, 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). 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 ☒

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 Exchange Act Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by an of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒.☒. No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

There is 0no public trading market for the shares of common stockCommon Stock of Global Leaders Corp. As a result, the aggregate market value of the common units held by non-affiliates of Global Leaders Corp. cannot be determined.

As of January 28, 2022,26, 2024, there were 153,726,000 154,394,750shares of common stock,Common Stock, $0.0001 par value per share, outstanding.

GLOBAL LEADERS CORP.

FORM 10-K

FOR THE FISCAL YEAR ENDED OCTOBER 31, 20212023

INDEX

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K of Global Leaders Corp., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results.

Our management has included projections and estimates in this Form 10-K, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions, and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward - looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I

ITEM 1. BUSINESS

CORPORATE HISTORY

We are a Companycompany with a focus on start-up advisory and corporate consulting services, targeting start-up companies and young entrepreneurs in the Asia-Pacific Region.

Global Leaders Corporation, a Nevada corporation (the “Company”), was incorporated under the laws ofin the State of Nevada on July 20, 2020. Our principal mailing address is located at Unit 512, InnoCentre, 72 Tat Chee Avenue, Kowloon Tong, Hong Kong.

On July 20, 2020, Mr. Yip Hoi Hing Peter (“Mr. Peter Yip”) was appointed Chief Executive Officer, President and Director of the Company.

On August 25, 2020, Global Leaders Corporation, a Nevada company,the Company acquired 100% of the equity interests of Global Leaders Corporation, an Anguilla company in consideration of $200 (U.S. Dollars)(“GLC Anguilla”). Mr. Peter Yip was the beneficiary of the $200 (U.S. Dollars). Global Leaders Corporation, a Nevada company, now owns 100% of Global Leaders Corporation, an Anguilla company.

On August 25, 2020, Global Leaders Corporation, anGLC Anguilla company, our wholly owned subsidiary, acquired 100% of the equity interests of Global Leaders Academy Limited (“GLA”), a Hong Kong company, in consideration of $1 (Hong Kong Dollars). Mr. Peter Yipwhich was the beneficiary of the $1 (Hong Kong Dollars).sold

o

On Septembern May 1, 2020, Ms. Yip Man Chin Rosa (“Ms. Rosa Yip”) was appointed Chief Financial Officer, Secretary, Treasurer and Director2022 to the Company.

On September 1, 2020, Mr. Cheung Yiu Chung Bruce (“Mr. Bruce Cheung”) was appointed Chief Business Officer, and Directoran unrelated party due to the Company.

On June 4, 2021, Ms. Rosa Yip resigned from the positions of Chief Financial Officer, Secretary, Treasurer and Director of the Company, and Mr. Peter Yip was appointed as the Company’s Chief Financial Officer, Secretary and Treasurer.

On June 22, 2021, Mr. Bruce Cheung resigned as Chief Business Officer and Director of the Company.

On June 22, 2021, Mr. Peter Yip resigned as Chief Executive Officer, and Mr. Leung Chi Chung Michael (“Mr. Michael Leung”) was appointed as Chief Executive Officer and Director of the Company.

On September 23, 2021, Mr. Michael Leung resigned as Chief Executive Officer and Director of the Company, and Mr. Peter Yip was appointed as Chief Executive Officer.continuing losses incurred by GLA.

Mr. Yip Hoi Hing Peter Yip(“Mr. Peter Yip”), founder of the Company, currently holds the positions of Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of the Company, respectively.

DESCRIPTION OF BUSINESS

We provideare principally engaged in provision of consultancy services to management executives of small and medium enterprises (SMEs) and startup companies in Hong Kong. We aimaspire to buildassist our clients in creating high-performance management teams and trainwhile simultaneously improving the mindset of our client’sclients’ management executives by boosting theirexecutives. Through our customized consultancy services, we also seek to improve our clients’ management efficiency, at execution, as well as analyzingto analyze and improving the company culture of our client through our professional consultancy services.promote a positive work culture.

Details of our consultancy serviceThree-stage Formula

OurAlthough the exact details of our consultancy service is divided into three stages: 1)services vary based upon the needs and aspirations of our clients, the method through which we evaluate and implement our services follows a three-stage formula: (1) Diagnosis Stage; 2)(2) Execution of Solutions Stage; and 3)(3) Follow-up Stage.

AtDuring the initial diagnosis stage, to provide tailor-made solutions to our clients, we conduct interviews and meetings with our clients’ management executives, which can be conducted face-to-face or online. Our face-to-face meetings are normally held at the clients’ office, and if our discussions are conducted online, we will use a platform of our clients’ choice. The interviews and meetings, which are based more on discussion rather than standardized questions, help us to understand and analyze the companyclient company’s culture and management style, which give us an overall review onstyle. Our goal during the companydiagnosis stage is to gain a better understanding of the client companies as a whole and to identify any critical problems and challenges, internally or externally, our clients are facing. After that,

Subsequently, we prepare a diagnosis report, in which we analysisanalyze the client’s business strategies and identify any perceived gaps in their talents and capabilities gap. Wecapabilities. In this report, we also provide solutions that tailerare tailor-made for our clients to overcome their challenges, which includes follow up workshops, personal trainings,management training and meetings. We gave our suggestionIn providing this information, we provide an experienced, third-party perspective to provide blueprints for illustrating the Company’s future company development blueprints by giving aproviding what we believe to be the right direction for increased performance, improved management mindset, and build the culture of thea more robust company and right mindset or the managements.culture.

Under normal circumstances, we haveconduct approximately three rounds of interviews and meetings, and it takes approximately one to three months to complete the diagnosis stage. This may vary based upon the specifics of each client.

After the presentation of our diagnosis report to our clients there is a period of review where we follow up with any questions/comments they may have and ultimately work towards providing follow up services, as delineated in each individualized diagnosis report. Upon reaching an agreement with the client for these services, we execute the recommendations as advised in the diagnosis report. TheTypically, this will be performed through workshops and trainingstraining that will be conducted by our outsourced qualifiedmanagement trainers and/or our staff.

To better facilitate the effectiveness of the workshop, the workshop will usually be consistedconsist of two main parts: i)(i) Pre-workshop questionnaire; and ii)(ii) Half-day workshop.

All participants must complete a questionnaire, which will be customized based on the needs/goals of each client, prior to workshop.the workshop itself. The proposepurpose of the questionnaire is to gather opinionthe opinions, and hasgain a preliminary understandgreater understanding, of the participants, includingworkshop participants. This will primarily be focused upon, but not exclusively pertain to, their management mindsets and current company culture and sense. We could thenculture. Through this information, our outsourced trainers and/or staff are better able to prepare for the workshop and have a higher degree or tailer forcan home in on the specific training details.needs of each client.

Our half-day workshops, comparable to our meetings during the diagnosis stage, can be conducted at the workplace of our client or through an online communication platform of their choice. The goal of the tailor-made workshop providesis to engage participants with discussions in discussion of different aspects of their business, which includes, but is not strictly limited to, the identification of corporate challenges, identification, strategic review, identification of company and management capabilities, identification, talent matchmatching and departmental applications etc.applications. The overall contentscontent of the workshop will be fine-tuned based on the feedback gathered in the previous questionnaire conducted before the workshop. Although we anticipate that each workshop will take place over half a business day, this may be longer or shorter depending on the specific needs of each client.

AfterFollowing the completion of thetraining workshops, we follow upmaintain ongoing engagement with clients regularly by meetingthrough regular meetings with the participants and managements. The meetingsmanagement. These follow-ups provide continuous guidance, enabling clients with guidance to identify successsuccesses, address challenges, and failure incidence and critical success factors on an on-going basis.optimize their training outcomes.

Qualified trainersManagement Trainers and Corporate Partners

To execute our consultancy solutions, we partner with qualifiedmanagement trainers for the preparation and delivery of workshops to our clients. The qualifiedmanagement trainers are identified and selected based on theirafter the initial engagement of a client, whereupon we can determine what skill set/experience would be necessary to provide management training and workshops most competently to clients. In an ideal scenario, we hope to identify and engage management trainers with specific experiences in the same industry as a client. Currently, management trainers are identified through the personal and professional qualifications that are relevant to the industryrelationships of the clientsour executive team, and the teaching experiencewe do not presently have any other method of the trainers.identification. All qualifiedmanagement trainers are engaged under a trainer’s agreement.

Once our clients confirmed to proceed with our services, we will enter into a service contract with the client which includes the following salient terms

Environmental, Social, and conditions:Governance (ESG) and Sustainability Programs

Our targeted clients include small and medium sized companiesmedium-sized enterprises (SMEs) in Hong Kong. We believe clients retain us becausethe Greater Bay Area (GBA) in the last quarter of our recognized expertise and capabilities in highly specialized areas, as well as our reputation for successfully meeting our clients’ needs.2023.

PLAN OF OPERATION

Our business commenced in 2020 and we continue to expand the scope and geographic reach of our services by extending our coverage to service more clients in different regions. Such plans are based on current intentions and assumptions. Our expansion planplanned operations may be hindered by factors beyond our control, such as general market conditions, our ability to attract qualified employees, government policies relevant to our industry, our ability to maintain our existing competitive advantages and new market entrants. For example, there may be ownership restrictions in new jurisdictions where we intend to expand. For us to operate as a management consultancy services provider in these jurisdictions, we may be required to identify suitable local partners to enter such new markets. If we are unable to successfully implement our growth strategy, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Our anticipated future growth will likely place significant demand on our management and operational efficiency. Our success in managing our growth will depend, to a significant degree, on our ability to attract more new clients and retain existing clients and launch new services and successfully monetize them, to increase our revenue. In addition, we will have to successfully adapt our existing services to changing industry and user conditions, and expand, train, and manage our employees. The market in which we operate is highly dynamic and may not develop as expected. Our clients may not fully understand the value of our services and potential clients and candidates may have difficulty distinguishing our services from those of our competitors. If we are unable to manage our operations properly and prudently as we continue to grow in this dynamic and evolving market, or if the quality of our services deteriorates due to mismanagement, our brand name and reputation could be severely harmed, which would materially and adversely affect our business, financial condition, and results of operations.

ITEM 1A. RISK FACTORS

Not required by smaller reporting companies. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.None

ITEM 2. PROPERTIES

Our current business office is located at Unit 512, InnoCentre, 72 Tat Chee Avenue, Kowloon Tong,Units 2613-18, 26/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong. Our telephone numberThe office space is +852 8102 3633.provided by the Chief Executive Officer at no charge.

No rental expense was paid or payable for the office.

ITEM 3. LEGAL PROCEEDINGS

We areThe Company is not currently involved ina party to any threatened or pending legal proceedings, and we are not aware of any pending or potential legal actions.proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We have authorized capital stock consisting of 600,000,000 shares of common stock,Common Stock, $0.0001 par value per share (“Common Stock”) and 200,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date of this filing we haveOctober 31, 2023 and 2022, 154,394,750 and 153,726,000 shares of our Common Stock and no shares of Preferred Stockwere issued and outstanding.

Mr. Yip Hoi Hing Peter (“Mr. Peter Yip”), Chief Executive Officer, Chief Financial Officer and Director of the Company, is a 19.6% shareholder in the Company. In addition, two companies wholly owned by Mr. Peter Yip, CS Global Consultancy Limited (“CS Global”) and CSG Group Holdings Limited (“CSG Group”), are each a 19.5% shareholder in the Company. Mr. Peter Yip’s wife, Law Mo Ching holds 9.92% shareholdings of the Company. Mr. Peter Yip has retained significant control of the Company since incorporation, which in turn could decrease the price and marketability of the shares.outstanding, respectively.

On May 25, 2021, we received a notice of effectiveness from SEC. Since

On December 20, 2023, a trading symbol GLCP is assigned to the effectiveness, we have not received a ticker symbolCompany by FINRA’s Department of Market Operations, and our sharesthus, as of December 20, 2023, the Company’s Common Stock have not beenmay be quoted onand traded in the OTC Bulletin Board.over-the counter (“OTC”) market.

ISSUANCE OF SHARES AND HOLDERS

ForIn November 2022, the Company sold 668,750 shares of restricted Common Stock to eighteen (18) individuals in a private placement at a price of $0.80 per share, for total proceeds of $535,000:

During the year ended October 31, 2021,2022, the Company issued 112,500 restricteddid not issue any shares of Common Stock.

The Company issuedAt October 31, 2022, our Chief Executive Officer, Chief Financial Officer and sold 12,500 restrictedDirector, Mr. Yip Hoi Hing Peter (“Mr. Peter Yip”) beneficially owns 68.54% or 105,350,000 shares of its common stock toCommon Stock of the Company, comprised of his individual ownership of Common Stock of 30,100,000 shares, as well as 30,000,000 shares held by each of investors, Kay Tak MeiCSG Global Holdings Limited and Kay Kin Mei on June 25,CS Global Consultancy Limited, which are both controlled entirely by Mr. Peter Yip, and June 30, 2021, respectively in a private placement at $10,000 each or $0.8 per share.15,250,000 shares of Common Stock owned by his wife, Ms. Law Mo Ching.

On August 5 and August 13, 2021,After the Company issued and sold 12,500 restrictedissuance of 668,750 shares of its common stockCommon Stock in November 2022, Mr. Peter Yip’s beneficial ownership changed from 68.54% to each of investors, Yip Kwong Kan and Lui Yik Kwan Eric, respectively in a private placement at $10,000 each or $0.8 per share.

On September 6, 2021, the Company issued and sold 62,500 restricted shares of its common stock to CiOT Inno-Tech Co. Limited in a private placement at $50,000 or $0.8 per share.68.23% accordingly.

As of October 31, 2021,the date of this filing, we had 153,726,000have 154,394,750 shares of our Common Stock par value, $.0001issued and outstanding and no shares of Preferred Stock are issued and outstanding. There were 56 beneficial owners of our Common Stock.

TRANSFER AGENT AND REGISTRAR

As of the date of this filing, we do not have a transfer agent.

PENNY STOCK REGULATIONS

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets more than $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock,Common Stock, which may limit the investors’ ability to buy and sell our stock.

DIVIDEND POLICY

Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our Board of Directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our Board of Directors currently intends to retain all earnings for use in the business for the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We have not established any compensation plans under which equity securities are authorized for issuance.

RECENT SALES OF UNREGISTERED SECURITIES

There are no unregistered sales of equity securities.None

PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS

We have not repurchased any shares of our Common Stock during the fiscal year ended October 31, 2021.2023.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Global Leaders Corp. (the “Company” or “we”) was incorporated in the State of Nevada on July 20, 2020 and has a fiscal year end of October 31. It is an exploration-stage Company.

GOING CONCERN

For the year ended October 31, 2021,2023, the Company incurred a net loss of $754,362$500,444 and used cash in operations of $671,654,$503,189, and at October 31, 2021,2023, the Company had a stockholders’ deficit of $94,360.$28,903. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that theseits financial statements are issued. As a result, ourIn addition, the Company’s independent registered public accounting firm, included an explanatory paragraph in itstheir report on ourthe Company’s October 31, 2023, audited financial statements, as of and forraised substantial doubt about the year ended October 31, 2021, with respect to this uncertainty. This going concern opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities and future reports on our financial statements may also include an explanatory paragraph with respect to ourCompany’s ability to continue as a going concern. The Company’s financial statements included elsewhere in this annual reportAnnual Report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

As of October 31, 2023, the Company’s cash balance was $1,874. Management estimates that the current funds on hand will be sufficient to continue operations through the next three months. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to implement its business plans and continue receiving financial support from its officers and shareholders. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able tocan obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

USE OF ESTIMATES

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, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. Significant estimates include estimates for the accruals of potential liabilities.

REVENUE RECOGNITION

The Company recognizes revenues when its customer obtains control of promised services, in an amount that reflects the consideration the Company expects to receive in exchange for those services. The Company recognizes revenue following the five-step model prescribed by Accounting Standards Codification (ASC) 606, “Revenue from Contracts”, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

The Company’s revenue consists of revenue from providing business consulting and corporate advisory services. Revenues are recognized when control of the promised services is transferred to our customers, which may occur at a point in time or over time depending on the terms and conditions of the agreement, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Consolidated Financial Statements.

RESULTS OF OPERATIONS

Year Ended October 31, 2021, and Year Ended October 31, 2020

We recorded service revenue of $55,843 and $12,891 for the yearYears ended October 31, 20212023 and for the period from July 20, 2020 (Inception) to October 31, 2020, respectively, and including $28,695 of service revenue from related parties for the year ended October 31, 2021.2022:

For the year ended October 31, 2021 and2023, our revenue was $14,061.

We recorded no revenues for the period from July 20, 2020 (Inception) to October 31, 2020, cost of service revenue was $24,940 and $9,024, and including $1,769 and $9,024 of cost-of-service revenue to a related party for the yearsyear ended October 31, 2021, and 2020, respectively.2022.

For the yearyears ended October 31, 20212023 and for the period from July 20, 2020 (Inception) to October 31, 2020,2022, general and administrative (G&A) expenses were $785,266$514,505 and $111,734,$105,905, respectively, and including $472,511included $370,607 and $106,265$54,691 of general and administrativeG&A expenses to related parties, for the year ended October 31, 2021 and for the period from July 20, 2020 (Inception) to October 31, 2020, respectively.

Liquidity and Capital Resources

For the year ended October 31, 2023, the Company incurred a net loss of $500,444 and used cash in operations of $503,189, and at October 31, 2023, the Company had a stockholders’ deficit of $28,903. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that its financial statements are issued.

As of October 31, 2021, we had2023, the Company’s cash balance of $11,822 and $106,182 in outstanding liabilities, including $22,829 due to an officer and $50,000 due to a related party, respectively. We do not have sufficient cashwas $1,874. Management estimates that the current funds on hand to fund our ongoing operational expenses beyond six months. We will need to raise funds to commence our exploration program and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our Common Stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arrangement and we cannot provide investors with any assurance that we will be ablesufficient to raise sufficient fundingcontinue operations through the next three months. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to implement its business plans and continue receiving financial support from the sale of our Common Stock to fund our exploration activitiesits officers and ongoing operational expenses. In the absence of suchshareholders. No assurance can be given that any future financing, our business will likely fail. There are no assurances that weif needed, will be ableavailable or, if available, that it will be on terms that are satisfactory to achieve further salesthe Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of our Common Stockdebt financing, or any other formcause substantial dilution for its stockholders, in the case of additionalequity financing.

OFF-BALANCE SHEET ARRANGEMENTS

As of October 31, 2021,2023, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item are in PART IV of this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive and financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive and financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of October 31, 20212023, due to material weaknesses in our internal control over financial reporting as described below.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment ofassessed the Company’s internal control over financial reporting as of October 31, 20212023, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the assessment, management concluded that, as of October 31, 2021,2023, the Company’s internal controls over financial reporting were not effective.

We identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain an independent board; (ii) the Company had inadequate segregation of duties consistent with control objectives;duties; and (iii) the Company had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements.

The material weaknesses were identified by our President, Chief Executive Officer, and Director, who also serves as our principal financial officer and principal accounting officer, in connection with the review of our financial statements as of October 31, 2021.2023.

Notwithstanding the identified material weaknesses, management has concluded that the Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our internal controls over financial reporting that occurred during the period covered by this Report,report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

This annual reportAnnual Report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

OurBiographical information regarding the executive officer’sofficer and director’s and their respective ages asdirector of the date hereof areCompany is as follows:

The executive officer and director named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.

Set forth below is a brief description of the background and business experience of our executive officer and director.

Yip Hoi Hing Peter, 64,66, is the President, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Company. Mr. Yip graduated from banking in Association of Chartered Institute of Bankers London and Master of Business Administration degree in Hong Kong Polytechnic University, Mr. Yip has held various senior positions in ABN AMRO, Standard Chartered Bank, JPMorgan Chase and CSG Group Holdings Limited in the last 30+30 years. He was the regional training manager in ABN AMRO from 1982 to 1992, spearheading the training function in Asia Pacific region. In 1993, he took up the position of Regional Training Consultant in Standard Chartered Bank to develop corporate bankers’ relationship management competencies. From 1994 to 2003, Mr. Yip was the Head of Learning & Development, North Asia in JPMorgan Chase, specializing in organizational integration, leadership alignment, change management, culture development, performance management and feedback management. After 20 years’ career in banking, Mr. Yip started his entrepreneurship as the Founder & CEO of CSG Group Holdings Limited in 2003. In the last 18past 20 years, he has set up a diversified business in Asia Pacific, ranging from market research, business consulting to corporate advisory.

Mr. Yip brings to the board of directors his business leadership, corporate strategy, and talent development expertise.

TERM OF OFFICE

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors.

DIRECTOR INDEPENDENCE

Our Board of Directors is currently composed of one member who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (though the Company may have a plan to list on the NASDAQ Global Market later). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board of Directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information provided by our director and us regarding to our director’s business and personal activities and relationships as they may relate to us and our management.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

SIGNIFICANT EMPLOYEES AND CONSULTANTS

Other than our officerssole officer and directors,director, we currently have no other significant employees.

AUDIT COMMITTEE AND CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early exploration stage company and has only two directors,one director, and to date, such directors havedirector has been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directorssole officer and officers havedirector has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

There are no family relationships among our directorsofficers or officers.directors. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.directors, as currently only sole officer and director serves the Company and as well as the Board.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Specific due dates for these reports have been established and the Company is required to report in this report any failure to file by these dates.

All filing requirements were satisfied by the Company’s Officers, Directors, and ten-percent holders.

In making these statements, we have relied on the written representation of our DirectorsOfficers and OfficersDirectors or copies of the reports that they have filed with the Commission.

CODE OF ETHICS

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

SHAREHOLDER PROPOSALS

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the firstcover page of this Information Statement.Annual Report.

ITEM 11. EXECUTIVE COMPENSATION

The following tables set forth certain information about compensation paid, earned, or accrued for services by our Chief Executive Officer and all other executive officers (collectively, the “Named Executive Officers”)Chief Financial Officer in the fiscal years ended October 31, 2021,2023, and 2020:2022:

SUMMARY COMPENSATION TABLE

(1) Mr. Yip Hoi Hing Peter (“Mr. Peter Yip”), our Chief Executive Officer, Chief Financial Officer, and Director, was not compensated for his services provided to the Company during the years ended October 31, 2023, and 2022, respectively.

STOCK OPTION GRANTS

We have not granted any stock options to our executive officers or directors since our incorporation.

EMPLOYMENT AGREEMENTS

We do not have an employment or consulting agreement with any officers or directors.

DIRECTOR’S COMPENSATION

The following table sets forth our director’s compensation for the year ended October 31, 2023 (2022: Nil).

(1) On July 20, 2020, Mr. Yip Hoi Hing Peter (“Mr. Peter Yip”) was appointed as Chief Executive Officer, President, and Director of the Company. Mr. Peter Yip currently holds the positions of Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of the Company, respectively.

(2) On September 1, 2020, Ms. Yip Man Chin Rosa (“Ms. Rosa Yip”) was appointed Chief Financial Officer, Secretary, Treasurer and Director to the Company. On June 4, 2021, Ms. Rosa Yip resigned from the positions of Chief Financial Officer, Secretary, Treasurer and Director of the Company, and Mr. Peter Yip was appointed as the Company’s Chief Financial Officer, Secretary and Treasurer.

(3) On September 1, 2020, Mr. Cheung Yiu Chung Bruce (“Mr. Bruce Cheung”) was appointed Chief Business Officer, and Director to the Company. On June 22, 2021, Mr. Bruce Cheung resigned as Chief Business Officer and Director of the Company.

None of our directors have received monetary compensation since our inception to the date of this Annual Report on Form 10-K. We currently do not pay any compensation to our directorsdirector serving on ourthe Board of Directors.

STOCK OPTION GRANTS

We have not granted any stock options to our executive officers since our incorporation.

EMPLOYMENT AGREEMENTS

We do not have an employment or consulting agreement with any officers or Directors.

DIRECTORS’ COMPENSATION

The following table sets forth directors’ compensation as of October 31, 2021 (2020: Nil)

(1) On July 20, 2020, Mr. Yip Hoi Hing Peter (“Mr. Peter Yip”) was appointed Chief Executive Officer, President and Director of the Company. Mr. Peter Yip currently holds the positions of Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of the Company, respectively.

COMPENSATION DISCUSSION AND ANALYSIS

DIRECTOR COMPENSATION

Our Board of Directors does not currently receive any consideration for their services as members ofa member serving the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

EXECUTIVE COMPENSATION PHILOSOPHY

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of Common Stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

INCENTIVE BONUS

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

LONG-TERM, STOCK BASED COMPENSATION

To attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists, as of October 31, 2021, the number of shares of Common Stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The following table lists, as of October 31, 2023, the number of shares of Common Stock of the Company that are beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of our outstanding Common Stock; (ii) each officer and director of the Company; and (iii) all officers and directors if any as a group.

The percentages below are calculated based on 153,726,000154,394,750 shares of our Common Stock issued and outstanding as of October 31, 2021.2023. We do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our Common Stock.

(4) Mr. Lee Chong Kuang is Chief Executive Officer and Director of Greenpro Capital Corp.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the number of shares is deemed to include the number of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any date.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

None.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Below is the aggregate amount of fees billed for professional services rendered by our principal accountantsaccountant with respect to our last two fiscal years.years: