UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JulyJanuary 31, 20232024
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. 000-56557
GLOBAL LEADERS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | None | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Units 2613-18, 26/F., Shui On Centre
6-8 Harbour Road, Wanchai
Hong Kong
(Address of principal executive offices, zip code)
Tel: (852) 8102 3633
(Registrant’s telephone number, including area code)
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 No☒ ☒
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
As of August 30, 2023,March 11, 2024, there were shares of Common Stock, $0.0001 par value per share, outstanding.
GLOBAL LEADERS CORP.
QUARTERLY
REPORT ON FORM 10-Q FOR THE PERIOD
ENDED JULYJANUARY 31, 20232024
INDEX
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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-Q, 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.
| 3 |
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
GLOBAL LEADERS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JULYJANUARY 31, 20232024 AND OCTOBER 31, 20222023
(Expressed in U.S. Dollars)
July 31, 2023 | October 31, 2022 | January 31, 2024 | October 31, 2023 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| ASSETS | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 5,581 | $ | 797 | $ | 1,187 | $ | 1,874 | ||||||||
| Accounts receivable | 3,828 | - | ||||||||||||||
| Prepaid expenses | 2,999 | 2,041 | 4,607 | 2,871 | ||||||||||||
| Prepaid expense to related party | 1,914 | - | 1,921 | 1,915 | ||||||||||||
| Total currents assets | 14,322 | 2,838 | 7,715 | 6,660 | ||||||||||||
| TOTAL ASSETS | $ | 14,322 | $ | 2,838 | $ | 7,715 | $ | 6,660 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accrued liabilities | $ | - | $ | 10,000 | $ | - | $ | 10,000 | ||||||||
| Due to officer/principal shareholder | 6,329 | 56,297 | 58,838 | 25,563 | ||||||||||||
| Total current liabilities | 6,329 | 66,297 | 58,838 | 35,563 | ||||||||||||
| Commitments and Contingencies | - | - | - | - | ||||||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding at July 31, 2023 and October 31, 2022 | ||||||||||||||||
| Common Stock, $ par value, shares authorized; shares outstanding at July 31, 2023, and shares outstanding at October 31, 2022 | 15,439 | 15,372 | ||||||||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding at January 31, 2024 and October 31, 2023 | ||||||||||||||||
| Common Stock, $ par value, shares authorized; shares issued and outstanding at January 31, 2024 and October 31, 2023, respectively | 15,439 | 15,439 | ||||||||||||||
| Additional paid in capital | 1,424,320 | 889,387 | 1,424,320 | 1,424,320 | ||||||||||||
| Accumulated other comprehensive income | 3,332 | 3,332 | 3,332 | 3,332 | ||||||||||||
| Accumulated deficit | (1,435,098 | ) | (971,550 | ) | (1,494,214 | ) | (1,471,994 | ) | ||||||||
| Total stockholders’ equity (deficit) | 7,993 | (63,459 | ) | |||||||||||||
| Total stockholders’ deficit | (51,123 | ) | (28,903 | ) | ||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 14,322 | $ | 2,838 | ||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 7,715 | $ | 6,660 | ||||||||||||
See accompanying notes to the condensed consolidated financial statements.
| 4 |
GLOBAL LEADERS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED JULYJANUARY 31, 20232024 AND 20222023
(Expressed in U.S. Dollars)
(Unaudited)
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
Three months ended July 31, | Nine months ended July 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues: | ||||||||||||||||
| Service revenues | $ | 3,828 | $ | - | $ | 3,828 | $ | - | ||||||||
| Total revenue | 3,828 | - | 3,828 | - | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative-related parties | 110,957 | 14,910 | 364,857 | 39,982 | ||||||||||||
| General and administrative-other | 25,714 | 17,109 | 102,519 | 31,923 | ||||||||||||
| Total operating expenses | 136,671 | 32,019 | 467,376 | 71,905 | ||||||||||||
| Loss from continuing operations | (132,843 | ) | (32,019 | ) | (463,548 | ) | (71,905 | ) | ||||||||
| Discontinued operations: | ||||||||||||||||
| Loss from discontinued operations | - | (166 | ) | - | (1,959 | ) | ||||||||||
| Loss on sale of discontinued operations | - | (1,457 | ) | - | (1,457 | ) | ||||||||||
| Discontinued operations | - | (1,623 | ) | - | (3,416 | ) | ||||||||||
| Net loss | (132,843 | ) | (33,642 | ) | (463,548 | ) | (75,321 | ) | ||||||||
| Other comprehensive income: | ||||||||||||||||
| -Foreign currency translation income | - | 57 | - | 3,173 | ||||||||||||
| Comprehensive loss | $ | (132,843 | ) | $ | (33,585 | ) | $ | (463,548 | ) | $ | (72,148 | ) | ||||
| Basic and diluted net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Basic net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted average number of shares outstanding | 154,394,750 | 153,726,000 | 154,355,393 | 153,726,000 | ||||||||||||
| 2024 | 2023 | |||||||
| Three months ended January 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues: | ||||||||
| Service revenue | $ | 7,678 | $ | - | ||||
| Total revenue | 7,678 | - | ||||||
| Operating expenses: | ||||||||
| General and administrative-related parties | 8,755 | 146,342 | ||||||
| General and administrative-other | 21,143 | 46,102 | ||||||
| Total operating expenses | 29,898 | 192,444 | ||||||
| Loss from operations | (22,220 | ) | (192,444 | ) | ||||
| Net loss | (22,220 | ) | (192,444 | ) | ||||
| Other comprehensive income or loss: | ||||||||
| -Foreign currency translation income or loss | - | - | ||||||
| Comprehensive loss | $ | (22,220 | ) | $ | (192,444 | ) | ||
| Net loss per common share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding - basic and diluted | ||||||||
See accompanying notes to the condensed consolidated financial statements.
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GLOBAL LEADERS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED JULYJANUARY 31, 20232024 AND 20222023
(Expressed in U.S. Dollars)
Three months ended JulyJanuary 31, 2024 (Unaudited)
| Number | Amount | Capital | Income | Deficit | Deficit | |||||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Number | Amount | Capital | Income | Deficit | Deficit | |||||||||||||||||||
| Balance, October 31, 2023 | 154,394,750 | $ | 15,439 | $ | 1,424,320 | $ | 3,332 | $ | (1,471,994 | ) | $ | (28,903 | ) | |||||||||||
| Net loss | - | - | - | - | (22,220 | ) | (22,220 | ) | ||||||||||||||||
| Balance, January 31, 2024 (Unaudited) | 154,394,750 | $ | 15,439 | $ | 1,424,320 | $ | 3,332 | $ | (1,494,214 | ) | $ | (51,123 | ) | |||||||||||
Three months ended January 31, 2023 (Unaudited)
| Number | Amount | Capital | Income | Deficit | Equity | |||||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Number | Amount | Capital | Income | Deficit | Equity | |||||||||||||||||||
| Balance, April 30, 2023 (Unaudited) | 154,394,750 | $ | 15,439 | $ | 1,424,320 | $ | 3,332 | $ | (1,302,255 | ) | $ | 140,836 | ||||||||||||
| Net loss | - | - | - | - | (132,843 | ) | (132,843 | ) | ||||||||||||||||
| Balance, July 31, 2023 (Unaudited) | 154,394,750 | $ | 15,439 | $ | 1,424,320 | $ | 3,332 | $ | (1,435,098 | ) | $ | 7,993 | ||||||||||||
| Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||
| Number | Amount | Capital | Income | Deficit | (Deficit) | |||||||||||||||||||
| Balance, October 31, 2022 | 153,726,000 | $ | 15,372 | $ | 889,387 | $ | 3,332 | $ | (971,550 | ) | $ | (63,459 | ) | |||||||||||
| balance | 153,726,000 | $ | 15,372 | $ | 889,387 | $ | 3,332 | $ | (971,550 | ) | $ | (63,459 | ) | |||||||||||
| Common Stock issued for cash in private placements | 668,750 | 67 | 534,933 | - | - | 535,000 | ||||||||||||||||||
| Net loss | - | - | - | - | (192,444 | ) | (192,444 | ) | ||||||||||||||||
| Balance, January 31, 2023 (Unaudited) | 154,394,750 | $ | 15,439 | $ | 1,424,320 | $ | 3,332 | $ | (1,163,994 | ) | $ | 279,097 | ||||||||||||
| balance | 154,394,750 | $ | 15,439 | $ | 1,424,320 | $ | 3,332 | $ | (1,163,994 | ) | $ | 279,097 | ||||||||||||
Nine months ended July 31, 2023 (Unaudited)
| Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ Equity’ | ||||||||||||||||||||
| Number | Amount | Capital | Income | Deficit | (Deficit) | |||||||||||||||||||
| Balance, October 31, 2022 | 153,726,000 | $ | 15,372 | $ | 889,387 | $ | 3,332 | $ | (971,550 | ) | $ | (63,459 | ) | |||||||||||
| Common Stock issued for cash in private placements | 668,750 | 67 | 534,933 | - | - | 535,000 | ||||||||||||||||||
| Net loss | - | - | - | - | (463,548 | ) | (463,548 | ) | ||||||||||||||||
| Balance, July 31, 2023 (Unaudited) | 154,394,750 | $ | 15,439 | $ | 1,424,320 | $ | 3,332 | $ | (1,435,098 | ) | $ | 7,993 | ||||||||||||
Three months ended July 31, 2022 (Unaudited)
| Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Number | Amount | Capital | Income | Deficit | Deficit | |||||||||||||||||||
| Balance, April 30, 2022 (Unaudited) | 153,726,000 | $ | 15,372 | $ | 752,338 | $ | 3,275 | $ | (903,908 | ) | $ | (132,923 | ) | |||||||||||
| Capital contribution due to forgiveness of debt from officer/principal shareholder | - | - | 137,049 | - | - | 137,049 | ||||||||||||||||||
| Foreign currency translation | - | - | - | 57 | - | 57 | ||||||||||||||||||
| Net loss | - | - | - | - | (33,642 | ) | (33,642 | ) | ||||||||||||||||
| Balance, July 31, 2022 (Unaudited) | 153,726,000 | $ | 15,372 | $ | 889,387 | $ | 3,332 | $ | (937,550 | ) | $ | (29,459 | ) | |||||||||||
Nine months ended July 31, 2022 (Unaudited)
| Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Number | Amount | Capital | Income | Deficit | Deficit | |||||||||||||||||||
| Balance, October 31, 2021 | 153,726,000 | $ | 15,372 | $ | 752,338 | $ | 159 | $ | (862,229 | ) | $ | (94,360 | ) | |||||||||||
| Balance, value | 153,726,000 | $ | 15,372 | $ | 752,338 | $ | 159 | $ | (862,229 | ) | $ | (94,360 | ) | |||||||||||
| Capital contribution due to forgiveness of debt from officer/principal shareholder | - | - | 137,049 | - | - | 137,049 | ||||||||||||||||||
| Foreign currency translation | - | - | - | 3,173 | - | 3,173 | ||||||||||||||||||
| Net loss | - | - | - | - | (75,321 | ) | (75,321 | ) | ||||||||||||||||
| Balance, July 31, 2022 (Unaudited) | 153,726,000 | $ | 15,372 | $ | 889,387 | $ | 3,332 | $ | (937,550 | ) | $ | (29,459 | ) | |||||||||||
| Balance, value | 153,726,000 | $ | 15,372 | $ | 889,387 | $ | 3,332 | $ | (937,550 | ) | $ | (29,459 | ) | |||||||||||
See accompanying notes to the condensed consolidated financial statements.
| 6 |
GLOBAL LEADERS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINETHREE MONTHS ENDED JULYJANUARY 31, 20232024 AND 20222023
(Expressed in U.S. Dollars)
(Unaudited)
| 2023 | 2022 | 2024 | 2023 | |||||||||||||
| Nine months ended July 31, | Three months ended January 31, | |||||||||||||||
| 2023 | 2022 | 2024 | 2023 | |||||||||||||
| Cash Flows From Operating Activities | ||||||||||||||||
| Net loss | $ | (463,548 | ) | $ | (75,321 | ) | $ | (22,220 | ) | $ | (192,444 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||
| Loss from discontinued operations | - | 1,959 | ||||||||||||||
| Loss on sale of discontinued operations | - | 1,457 | ||||||||||||||
| Change in operating assets and liabilities: | ||||||||||||||||
| Accounts receivable | (3,828 | ) | - | |||||||||||||
| Prepaid expenses | (958 | ) | (2,917 | ) | (1,736 | ) | 875 | |||||||||
| Prepaid expense to related party | (1,914 | ) | - | (6 | ) | (33,947 | ) | |||||||||
| Accrued liabilities and customer deposit | (10,000 | ) | (11,863 | ) | ||||||||||||
| Accrued expense due to related party | - | (50,000 | ) | |||||||||||||
| Net cash used in operating activities - continuing operations | (480,248 | ) | (136,685 | ) | ||||||||||||
| Net cash used in operating activities - discontinued operations | - | (22,175 | ) | |||||||||||||
| Accrued liabilities | (10,000 | ) | (9,785 | ) | ||||||||||||
| Net cash used in operating activities | (480,248 | ) | (158,860 | ) | (33,962 | ) | (235,301 | ) | ||||||||
| Cash Flows From Investing Activities | ||||||||||||||||
| Disposal of subsidiary, net of cash disposed of | - | (2,094 | ) | |||||||||||||
| Net cash used in investing activities - continuing operations | - | (2,094 | ) | |||||||||||||
| Cash Flows From Financing Activities | ||||||||||||||||
| (Repayment to) advances from officer/principal shareholder | (49,968 | ) | 38,660 | |||||||||||||
| Advances from (repayment to) officer/principal shareholder | 33,275 | (49,968 | ) | |||||||||||||
| Proceeds from shares issued for cash in private placements | 535,000 | - | - | 535,000 | ||||||||||||
| Net cash provided by financing activities - continuing operations | 485,032 | 38,660 | ||||||||||||||
| Net cash provided by financing activities - discontinued operations | - | 114,444 | ||||||||||||||
| Net cash provided by financing activities | 485,032 | 153,104 | 33,275 | 485,032 | ||||||||||||
| Effect of exchange rate changes in cash and cash equivalents | - | 2,536 | - | - | ||||||||||||
| Net change in cash and cash equivalents | 4,784 | (5,314 | ) | (687 | ) | 249,731 | ||||||||||
| Cash and cash equivalents, beginning of period | 797 | 11,822 | 1,874 | 797 | ||||||||||||
| Cash and cash equivalents, ending of period | $ | 5,581 | $ | 6,508 | $ | 1,187 | $ | 250,528 | ||||||||
| Supplementary Cash Flow Information | ||||||||||||||||
| Cash paid for: | ||||||||||||||||
| Interest | $ | - | $ | - | $ | - | $ | - | ||||||||
| Income taxes | $ | - | $ | - | - | - | ||||||||||
| Non-Cash Financing Activities: | ||||||||||||||||
| Capital contribution due to forgiveness of debt from officer/principal shareholder | $ | - | $ | 137,049 | ||||||||||||
See accompanying notes to the condensed consolidated financial statements.
| 7 |
GLOBAL LEADERS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JULYJANUARY 31, 20232024 AND 20222023
(Expressed in U.S. Dollars)
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of business
Global Leaders Corporation, a Nevada corporation (the “Company”), is principally engaged in provision of consultancy services to management executives of small and medium enterprises (SMEs) and startup companies in Hong Kong. In the last quarter of 2023, the Company has initiated a comprehensive range of environmental, social, and governance (ESG) and sustainability programs and solutions tailored to the needs of SMEs in the Greater Bay Area (GBA), in response to the growing importance of sustainability. The Company was incorporated in the State of Nevada on July 20, 2020.
Mr. Yip Hoi Hing Peter (“Mr. Peter Yip”), founder of the Company, iscurrently holds the positions of Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole directorDirector of the Company. The Company, plans to develop professional consultancy services to management executives of small and medium enterprises in Hong Kong.respectively.
BasisInflation and other global risks
As a result of Presentationthe COVID-19 pandemic and Principlesactions taken to slow its spread, the ongoing military conflict between Russia and Ukraine, the armed conflict in Sudan, and other geopolitical and macroeconomic factors beyond our control, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability.
Higher inflation, the actions by the Federal Reserve Bank to address inflation, most notably continuing increases in interest rates, and rising food and energy prices in combination with higher labor costs create uncertainty about the future economic environment. The implications of Consolidationhigher government deficits and debt, tighter monetary policy, and higher long-term interest rates may drive a higher cost of capital for the business and an increase in the Company’s operating expenses. It is possible that deterioration in credit and financial markets and confidence in economic conditions will occur. If equity and credit markets deteriorate, it may affect our ability to raise equity capital, borrow on our existing facilities, access our existing cash, or make any additional necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive.
Going concern
The accompanying unaudited condensed consolidated financial statements as of and for the three and nine months ended July 31, 2023 and 2022, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The consolidated balance sheet as of October 31, 2022, included herein was derived from the audited consolidated financial statements as of that date, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 7, 2023. These financial statements should be read in conjunction with that report.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending October 31, 2023.
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Global Leaders Corporation, a company incorporated in Anguilla. All intercompany balances and transactions have been eliminated in consolidation.
Going Concern
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, for the ninethree months ended JulyJanuary 31, 2023,2024, the Company has generated limited revenue of $3,828, incurred a net loss of $463,54822,220 and used cash in operating activities of $480,24833,962 and at January 31, 2024, the Company had a stockholders’ deficit of $51,123. 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 these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s October 31, 2022,2023 financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
At JulyAs of January 31, 2023, our2024, the Company’s cash balance was $5,5811,187. 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 can 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.
COVID-19Basis of presentation and consolidation
The accompanying unaudited condensed consolidated financial statements as of and for the three months ended January 31, 2024 and 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The consolidated balance sheet as of October 31, 2023, included herein was derived from the audited consolidated financial statements as of that date, included in the Company’s Annual Report on Form 10-K filed with the SEC. These financial statements should be read in conjunction with that report.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending October 31, 2024.
The COVID-19 pandemic has negatively impactedconsolidated financial statements include the global economy. Theaccounts of the Company continues to monitor guidance from national and local public health authoritiesits wholly owned subsidiary, Global Leaders Corporation, a company incorporated in Anguilla (“GLC Anguilla”). Intercompany accounts and has implemented health and safety precautions and protocolstransactions have been eliminated in response to such guidance.consolidation.
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 period.year. Actual results could differ from those estimates. Significant estimates include estimates for the accrualsaccrual of potential liabilities.
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Revenue recognition
The Company recognizes revenuesrevenue 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 customer obtains controlclients.
The Company’s revenue consists of promisedrevenue from providing educational services (“service revenue”). Revenue is recognized in the period in which the services are delivered, in an amount that reflects the consideration the Company expects to receivebe entitled to in exchange for those services, followingservices. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the guidanceestablishment of Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers”.reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract.
Cash and cash equivalents
Cash consists of funds on hand and held in bank accounts. Cash equivalents includes demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less, including money market funds. The Company had no cash equivalents as at January 31, 2024 and October 31, 2023.
SCHEDULE OF CASH AND CASH EQUIVALENTS
| As of July 31, 2023 | As of October 31, 2022 | As of January 31, 2024 | As of October 31, 2023 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Cash and cash equivalents | ||||||||||||||||
| Cash | ||||||||||||||||
| Denominated in United States Dollars | $ | 1,054 | $ | 217 | $ | 620 | $ | 707 | ||||||||
| Denominated in Hong Kong Dollars | 4,527 | 580 | 567 | 1,167 | ||||||||||||
| Cash and cash equivalents | $ | 5,581 | $ | 797 | $ | 1,187 | $ | 1,874 | ||||||||
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of JulyJanuary 31, 2023,2024, substantially all the Company’s cash was held by a major financial institution located in Hong Kong, which management believes is of high credit quality.
Fair value measurements
The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1 : Observable inputs such as quoted prices in active markets;
Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions
The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, prepaid expenses and other current assets, accrued liabilities, due to officer/principal shareholder, and due from or due to a related party, approximate their fair values because of the short-term nature of these financial instruments.
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Foreign currency translation
The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiary uses Hong Kong Dollars (“HK$”) as its functional currency and maintains its books and records in the reporting currency US$, respectively.
In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not the US$, are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income or loss within stockholders’ equity.
Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the period:
SCHEDULE OF FOREIGN CURRENCY TRANSLATION
As of and for the nine months ended July 31, | As of and for the three months ended January 31, | |||||||||||||||
| 2023 | 2022 | 2024 | 2023 | |||||||||||||
| Period-end HK$ : US$1 exchange rate | 7.80 | 7.85 | 7.82 | 7.84 | ||||||||||||
| Period-average HK$ : US$1 exchange rate | 7.83 | 7.81 | 7.81 | 7.82 | ||||||||||||
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic net loss per share is computed by dividing the net income or loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed like basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of JulyJanuary 31, 2023,2024, the Company has no potentially dilutive securities, such as options or warrants, outstanding.
Concentrations
For the threeperiods ended January 31, 2024, and nine months ended July 31, 2023, one customer accounted for 100% of the Company’s revenue, and at June 30, 2023, 100% of its accounts receivable. The customer is also an unrelated vendor to the Company, and accounted for % and % of the Company’s total operating expenses for the three and nine months ended July 31, 2023, respectively.
For the three and nine months ended July 31, 2023, one related party vendor accounted for 74% and 72% of the Company’s total operating expenses, respectively. For the three and nine months ended July 31, 2022, one related party vendor accounted for 47% and 56% of the Company’s total operating expenses, respectively. No other vendors accounted for (, % or more and ) and two vendors accounted for ( and ) of totalthe Company’s operating expenses.expenses, respectively.
Recent Accounting Pronouncements
In June 2016,August 2020, the FASB issued ASU No. 2016-13, Credit Losses2020-06, Debt – MeasurementDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU”). This ASU reduces the number of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit lossesaccounting models for most financial assets, including accountsconvertible debt instruments and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in whichconvertible preferred stock and amends the guidance is effective. Thefor the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings per share guidance. This standard isbecomes effective for the Company beginning on November 1, 2023.2024. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company adopted this guidance effective November 1, 2023, and the adoption of ASU 2016-13 isthis standard did not expected to have a material impact on the Company’sits consolidated financial position, results of operations, and cash flows.statements.
Other recent accounting pronouncementsguidance issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
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NOTE 2 - DISCONTINUED OPERATIONS
On May 1, 2022, GLC Anguilla sold its entire 100% interest in GLA to an unrelated party for HK$ (approximately $), due to continuing losses incurred by GLA.
GLA was deconsolidated effective May 1, 2022, and the Company does not have any continuing involvement in the operations of the disposed subsidiary. The disposal is accounted for as discontinued operations and, accordingly, all prior periods presented in the accompanying consolidated balance sheets, statements of operations and statements of cash flows have been adjusted to conform to this presentation; no adjustment has been made to the prior period consolidated balance sheet as a result of the disposal. As of July 31, 2023, only one subsidiary, GLC Anguilla was owned by the Company.
On May 1, 2022, before the disposal, GLA had net assets of $2,094 and net liabilities of $637. Contemporaneous with the sale of GLA, Mr. Peter Yip, sole director and principal shareholder of the Company, forgave liabilities due him by GLA of $137,049. As a result, the Company recorded a capital contribution to the Company of $137,049 and a loss on sale of discontinued operations of $1,457, respectively.
SCHEDULE OF SALE OF DISCONTINUED OPERATIONS
| Carrying value of assets disposed | $ | (2,094 | ) | |
| Carrying value of liabilities disposed | 637 | |||
| Carrying value of net assets disposed | (1,457 | ) | ||
| Sales proceeds | - | |||
| Loss on sale of discontinued operations | $ | (1,457 | ) |
The following table summarizes certain selected components of discontinued operations for the disposed subsidiary for the three and nine months ended July 31, 2023 and 2022:
SUMMARY OF COMPONENTS OF DISCONTINUED OPERATIONS FOR DISPOSED SUBSIDIARY
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
Three months ended July 31, | Nine months ended July 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | 2,500 | ||||||||
| Loss from discontinued operations | $ | - | $ | (166 | ) | $ | - | $ | (1,959 | ) | ||||||
| Loss per share from discontinued operations - Basic and Diluted | $ | - | $ | (0.00 | ) | $ | - | $ | (0.00 | ) | ||||||
| Loss per share from discontinued operations - Basic | $ | - | $ | (0.00 | ) | $ | - | $ | (0.00 | ) | ||||||
| Current and total assets | $ | - | $ | - | $ | - | $ | - | ||||||||
| Current and total liabilities | $ | - | $ | - | $ | - | $ | - | ||||||||
NOTE 3 -2 – STOCKHOLDERS DEFICIT
Shares issued for cash in private placement
During the three months ended JulyJanuary 31, 2023,2024, the Company did not issue any shares of Common Stock.
During the nine months ended July 31, 2023,In November 2022, the Company sold shares of restricted Common Stock to eighteen (18) individuals in a private placement at a price of $ per share, for total proceeds of $535,000. The proceeds will be used to fund expansion of the Company’s operations.
For the three and nine months ended July 31, 2022, the Company did not issue any shares of its Common Stock.
NOTE 43 - RELATED PARTY TRANSACTIONS
Mr. Yip Hoi Hing Peter Yip, CEO, is shareholder in the Company. In addition,(“Mr. Peter Yip”), our Chief Executive Officer, Chief Financial Officer, and Director, and his spouse, and two companies owned by Mr. Peter Yip, CS Global Consultancy Limited (“CS Global”) and CSG Group Holdings Limited, (“CSG Group”)control , are eachor 19.4368.23% shareholders in the Company.
In November 2022, the Company entered into two contacts with CS Global that have a term from November 1, 2022 to October 31, 2023. In the first contract, CS Global provides management services, as defined, to the Company for a monthly fee of $10,000 per month. In the second contract, CS Global provides monthly services, including office usage and manpower support as defined, to the Company for a monthly fee of approximately $24,000 (HK$187,200) per month. The Company also agreed to pay CS Global a one-time non-refundable fee of approximately $80,000 (HK$624,000) associated with the execution, of the contracts. As the fee is non-refundable, and is not expected to have alternative future use, the $80,000 was expensed during the nine months ended July 31, 2023.
For the three months ended July 31, 2023, fees paid to CS Global totaled $101,435 consisting of management fees of $29,834 and office usage and manpower support of $71,601.
For the nine months ended July 31, 2023, fees paid to CS Global totaled $336,828 consisting of management fees of $89,621, other office usage and manpower support of $167,207, and the one-time fee of $80,000.
For the three and nine months ended July 31, 2022, the Company did not incur any fees to CS Global.Company’s restricted Common Stock.
As of JulyJanuary 31, 20232024 and October 31, 2022,2023, the Company owed Mr. Peter Yip $6,32958,838 and $56,29725,563, respectively, for advances made to the Company for operations. The advances are due on demand, are unsecured, and are non-interest bearing.
For the three months ended January 31, 2024, the Company did not incur any fees to CS Global, while for the three months ended January 31, 2023, fees paid to CS Global totaled $133,826 including management fees of $29,915, other expenses of $23,911, and the one-time fee of $80,000, respectively.
Greenpro Capital Corp., through its wholly owned subsidiaries (collectively “Greenpro”), holds shares of the Company’s Common Stock, and is currently a 5.83% shareholder inof the Company. In addition, three executives of Greenpro who collectively hold shares of the Company’s Common Stock, are collectivelycurrently 10.36% shareholders inof the Company.
For the three months ended JulyJanuary 31, 2024, the Company incurred accounting fees to Greenpro of $8,755. For the three months ended January 31, 2023, the Company incurred total fees to Greenpro of $9,522, consisting of accounting fees of $5,737 and company secretarial fees of $3,785, respectively.
For the nine months ended July 31, 2023, the Company incurred total fees to Greenpro of $28,02912,516, including accounting fees of $22,54911,076, administration fees of $640, and advisory fees of $800 and company secretarial fees of $4,040, respectively.
During the three months ended July 31, 2022, the Company incurred total fees to Greenpro of $14,910, consisting of accounting fees of $12,469 and company secretarial fees of $2,441, respectively.
During the nine months ended July 31, 2022, the Company incurred total fees to Greenpro of $39,982, consisting of accounting fees of $37,540 and company secretarial fees of $2,442, respectively.
As of July 31, 2023 and October 31, 2022, the Company prepaid $1,914 and $0 of accounting fee to Greenpro, respectively.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following information should be read in conjunction with (i) the financial statements of Global Leaders Corp., a Nevada corporation, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the October 31, 20222023 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K for the year ended October 31, 20222023 filed with the SEC on February 7, 2023.January 26, 2024. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.
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.
GOING CONCERN
For the nine months ended July 31, 2023, the Company incurred a net loss of $463,548 and used cash in operating activities of $480,248. 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 these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s October 31, 2022, financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
At July 31, 2023, our cash balance was $5,581. 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 can 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 guidance offive-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.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Note 1 in the accompanying condensed consolidated financial statements.
PLAN OF OPERATION
We startedcommenced our business in 2020 and have a limited operating history. We intend to continue to expand the scope and geographic reach of our services by extending our coverage to service to more clients in different regions. Such plans are based on current intentions and assumptions. Our expansion plan 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.
Results of Operations
Three Months Ended JulyJanuary 31, 20232024, and 20222023
We recorded $3,828 of service revenues$7,678 and $0 of cost-of-service revenues for the three months ended July 31, 2023.
We recorded no revenues and cost of revenues for the three months ended JulyJanuary 31, 2022.2024, and 2023, respectively.
For the three months ended JulyJanuary 31, 2024, and 2023, no cost of revenues was incurred.
For the three months ended January 31, 2024, and 2022,2023, general and administrative expenses were $136,671$29,898 and $32,019$192,444 and included $110,957$8,755 and $14,910$146,342 of general and administrative expenses to related parties for the three months ended JulyJanuary 31, 20232024, and 2022, respectively.
Nine Months Ended July 31, 2023, and 2022
We recorded $3,828 of service revenues and $0 of cost-of-service revenues for the nine months ended July 31, 2023.
We recorded no revenues and cost of revenues for the nine months ended July 31, 2022.
For the nine months ended July 31, 2023 and 2022, general and administrative expenses were $467,376 and $71,905 and included $364,857 and $39,982 of general and administrative expenses to related parties for the nine months ended July 31, 2023 and 2022, respectively.
Liquidity and Capital Resources
GOING CONCERN
For the three months ended January 31, 2024, the Company incurred a net loss of $22,200 and used cash in operating activities of $33,962 and at January 31, 2024, the Company had a stockholders’ deficit of $51,123. 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 these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s October 31, 2023 financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
At JulyJanuary 31, 2023,2024, our cash balance was $5,581.$1,187. 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 can 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. We do not have any financing arrangement and we cannot provide investors with any assurance that we will be able to raise sufficient funding to fund our operations and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our Common Stock or any other form of additional financing.
In 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of JulyJanuary 31, 2023.2024. This evaluation was carried out by Mr. Yip Hoi Hing Peter (“Mr. Peter Yip”), our Chief Executive Officer and Chief Financial Officer, who also serves as our principal executive officer and principal financial and accounting officer, respectively. Based upon that evaluation, Mr. Peter Yip our Chief Executive Officer and Chief Financial Officer, concluded that, as of JulyJanuary 31, 2023,2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control 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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
We continue to haveManagement has identified the following material weaknesses inwhich have caused management to conclude that, as of January 31, 2024, our internal control over financial reporting disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2022, in that (i) the Company diddisclosure controls and procedures were not maintain a functioning independent audit committee and did not maintain an independent board; (ii) the Company had inadequateeffective: Inadequate segregation of duties; and (iii) the Company had an insufficient number of personnelduties consistent 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.control objectives.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended JulyJanuary 31, 2023,2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
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.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
* Filed herewith.
| (1) | Previously filed and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-251324), as filed with the Securities and Exchange Commission on December 14, 2020. |
| (2) | Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on June 4, 2021. |
| (3) | Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on June 23, 2021. |
| (4) | Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on September 24, 2021. |
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GLOBAL LEADERS CORP. | ||
| (Name of Registrant) | ||
| Date: | By: | /s/ Yip Hoi Hing Peter |
| Name: | Yip Hoi Hing Peter | |
| Title: | Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) | |