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KHEOBA CORP. is registering 8,092,000 KHEOBA Limited Class A ordinary shares to exchange, on a one-for-one basis, for all outstanding KHEOBA CORP. common shares in a reincorporation merger from Nevada to the British Virgin Islands.
The merger was approved by the board and a 74% majority stockholder by written consent, with no proxy solicitation, and is expected to become effective on or about January 13, 2026, after mailing that is anticipated to begin around December 18, 2025. After the transaction, the business, assets, liabilities, and management will remain substantially the same, but shareholder rights will shift to BVI law and KHEOBA Limited will report as a foreign private issuer on Forms 20-F and 6-K instead of Forms 10-K, 10-Q and 8-K. The company is a small but growing CRM and ERP software solutions provider, with revenue of $680,057 and net income of $366,644 for the nine months ended July 31, 2025, yet auditors issued a going concern opinion for fiscal 2024 and management expects additional capital will be required. The filing highlights risks including dependence on expansion in Asia, penny stock and OTCQB listing vulnerabilities, potential dilution from future share issuances, complex U.S. and BVI tax consequences, and tight control by a single shareholder who beneficially owns about 74% of the equity.
KHEOBA CORP. (KHOB) reported consolidated results for the nine months ended July 31, 2025 showing revenue of $680,057 and operating net income of $452,488, with 8,092,000 common shares outstanding as of September 15, 2025.
The balance sheet shows total current assets of $789,630 and total current liabilities of $420,890, including accounts payable of $296,962 and income tax payable of $85,844. Right-of-use assets for short-term leases are $43,582 with related lease liabilities of $43,608. The company recorded debt forgiveness transactions totaling $36,680 as an increase to additional paid-in capital, and a loan forgiveness of $15,565 with non-cash equity recognition.
Capitalized website and software development costs are being amortized over three years (total website cost disclosed up to $13,000 with periodic amortization schedules). Revenue is primarily from commissions on software sales, consulting and customization services, with customer concentration (largest customer ~26%). Income tax is applied at 21% generally, with a subsidiary subject to Singapore’s 17% rate.