10/26/2026 | Press release | Distributed by Public on 10/26/2026 13:29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and financial condition of Hestia Insight Inc. for the nine months ended August 31, 2026, and August 31, 2025, should be read in conjunction with the Hestia Insight Inc. unaudited Condensed financial statements and the notes thereto contained elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements and Business sections in our Form 10-K as filed with the Securities and Exchange Commission on March 02, 2026. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements.
Unless otherwise indicated, references to the "Company," "us" or "we" refer to Hestia Insight Inc. and its subsidiaries.
Overview
Hestia Insight Inc. ("Hestia", "Hestia Insight", or the "Company") was incorporated in the State of Nevada on November 19, 2003, under the name Luxshmi Investments, Inc. ("Luxshmi Investments"), until the Company changed its name to Hestia Insight Inc. on March 27, 2019. On March 12, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing 300,000,000 shares of capital stock, comprised of 290,000,000 shares of common stock, par value $0.001 per share (the "Common Stock") and 10,000,000 shares of preferred stock, par value $0.00001 per share (the "Preferred Stock"). On March 27, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation (i) effecting a name change from Luxshmi Investments, Inc. to Hestia Insight Inc., and (ii) effecting a 50-to-1 reverse stock split of the Company's issued and outstanding shares of common stock (the "Reverse Stock Split"). The Reverse Stock Split did not impact the Company's authorized shares of Common Stock or Preferred Stock, or its par value. On May 16, 2019, the Company entered into a Share Exchange Agreement with Hestia Investments Inc., a Wyoming corporation ("Hestia Investments"), to exchange, on a 1-for-1 basis, 27,614,200 shares of the Company's Common Stock in exchange for 27,614,200 shares of Hestia Investments which were owned by 100% of the then-shareholders of Hestia Investments (the "Share Exchange Transaction"). As a result of the Share Exchange Transaction, Hestia Investments became a wholly owned subsidiary of the Company.
Our Markets and Services
Hestia Insight Inc. is an AI-powered capital markets advisory and business consulting firm specializing in comprehensive fundraising solutions for emerging growth companies. Through our proprietary artificial intelligence platform, we guide startups, small businesses, and growth-stage companies through the complete fundraising lifecycle - from pre-raise strategy and asset building to investor outreach and ongoing investor relations.
Our AI Enhanced Fundraising Services encompass four core areas: pre-raise strategy development including MVP creation and IP protection; comprehensive market research and financial modelling; investor materials preparation including pitch decks and due diligence support; and end-to-end investor outreach and relations management. We also provide fractional C-suite services, including Chief Strategy Officer and Chief Financial Officer support, to ensure our clients are transaction-ready and positioned for sustainable growth.
With a focus on transparency, expertise, and cutting-edge AI technology, Hestia Insight is committed to helping clients navigate the complexities of capital raising in today's competitive marketplace. and HSTA Health Inc. was dissolved upon board approval on January 22,2026. The Company currently has no operating subsidiaries and is considering other sustainable arrangement for the near future.
Hestia Insight is positioned to make strategic acquisitions of emerging growth companies with unique sciences and technologies and actively seeks licensing opportunities for exceptional products that complement our AI-powered service offerings. Through acquisition, licensing, joint ventures, and direct investment, we continue to build a comprehensive ecosystem of business development and capital markets solutions. For more information about Hestia Insight, please visit the Company's website: www.hestiainsight.com.
Sales and Marketing
We seek to develop new business through relationships driven by our senior management, which have extensive contacts throughout the healthcare system. Our senior management is seeking opportunities for joint ventures, strategic relationships and acquisitions in the healthcare and biotech sectors.
Business Model
Hestia Insight Inc. ("Hestia Insight" and the "Company") is an AI-powered capital markets advisory and business consulting firm specializing in comprehensive fundraising solutions for emerging growth companies. Through our proprietary artificial intelligence platform, we guide startups, small businesses, and growth-stage companies through the complete fundraising lifecycle - from pre-raise strategy and asset building to investor outreach and ongoing investor relations.
Competitive Advantages
The Company focuses on small and micro-cap companies in the healthcare and biotech sectors with limited access to growth capital. We provide specialized consulting services to assist companies with their operations in the public markets. Our management team is experienced in risk management and exit planning. The Company's competitive advantages include a global business network of healthcare, investment and financial professionals who are integrated into the technology licensing and commercialization departments of universities and institutions. Through our offered services and access to investment, we intend to accelerate the development and commercialization of the healthcare businesses that we engage with.
Intellectual Property
The Company owns no patents. We have not applied for or received patent protection in the US or any other country, and, as a result, there is a distinct risk that we will not be able to adequately protect our intellectual property rights in these countries. We own and control a variety of trade secrets, confidential information, trademarks, and other intellectual property rights that, in the aggregate, are of material importance to our business. We consider our trademarks, service marks, and other intellectual property to be proprietary, and rely on a combination of copyright, trademark, trade secret, non-disclosure, and contractual safeguards to protect our intellectual property rights.
Competition
In our current consulting business, we compete with a number of advisory firms offering similar service including consulting and strategy firms; market research, data, benchmarking, and forecasting providers; technology vendors and services firms; health care information technology firms; technology advisory firms; outsourcing firms; and specialized providers of advisory services. Other organizations, such as state and national trade associations, group purchasing organizations, non-profit think-tanks, and database companies, also may offer research, consulting, tools, and advisory services to health care organizations.
We believe that the principal competitive factors in our market include quality and timeliness of our services, strength and depth of relationships with our clients, ability to meet the changing needs of current and prospective clients, measurable returns on customer investment, and service and affordability.
As our business develops and we expand through joint ventures, acquisitions and strategic partnerships in the U.S., we will have competition with other direct service providers, emerging technologies and medical communication platforms. The Company will seek to maintain a competitive advantage through intellectual property, superior quality management and cutting-edge technology.
Government Regulation
The health care industry in the U.S. is highly regulated and subject to changing political, legislative, regulatory, and other influences. Further, the healthcare industry is currently undergoing rapid change. We are uncertain how, when or in what context these new changes will be adopted or implemented. These new regulations could create unexpected liabilities for us, could cause us or our members to incur additional costs and could restrict our or our clients' operations. Many of the laws are complex and their application to us, our clients, or the specific services and relationships we have are not always clear. Our failure to anticipate accurately the application of these laws and regulations, or our other failure to comply, could create liability for us, result in adverse publicity, and otherwise negatively affect our business.
Employees
The Company has three employees. We otherwise rely on the services of independent contractors.
Our Offices
Our principal executive office is located at 732 S. 6th Street #4762 Las Vegas, NV 89101.
Our Website
www.HestiaInsight.com
Legal Proceedings
From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to, and our property is not subject to, any material legal proceedings.
Reports to Security Holders
We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the SEC in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the SEC if they become necessary in the course of our company's operations.
Going Concern
Our financial statements have been prepared assuming the Company will continue as a going concern. On July 31, 2026, the Company disposed of Hestia Investments Inc., its only operating subsidiary (Note 10), and it currently has no revenue-generating operations. At August 31, 2026, the Company had cash of $3,852, liabilities of $343,703 and an accumulated deficit of $1,499,005. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. The report of our independent registered public accounting firm on our financial statements for the year ended November 30, 2025 also contained an explanatory paragraph regarding our ability to continue as a going concern.
Management plans to fund operations through advances from its Chairman, equity financing and a potential merger or acquisition. There is no assurance these plans will succeed, and if they do not, investors could lose their entire investment in the Company. The financial statements do not include any adjustments that might result from this uncertainty.
Our ability to continue as a going concern is dependent upon our ability to carry out our business plan, achieve profitable operations, obtain additional working capital funds from our significant shareholders, and or through debt and equity financing. However, there can be no assurance that any additional financing will be available to us on satisfactory terms and conditions, if any.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our Condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these Condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes and the valuation of equity transactions.
We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the Condensed financial statements.
Revenue Recognition
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or products have been sold, the purchase price is fixed or determinable and collectability is reasonably assured.
We provide medical related consulting services to our clients. We are paid fees for our services by our clients under written consulting agreements. Each contract calls for a fixed payment for a fixed period of time. We recognize revenue by providing medical related consulting services under written service contracts with our customers. Revenue related to our service offerings is recognized as the services are performed and amounts are earned, using the straight-line method over the term of the related services agreement. Prepayments, if any, received from customers prior to the services being performed are recorded as advance from customers. In these cases, when the services are performed, the amount recorded as advance from customers is recognized as revenue.
Income Taxes
We are governed by the income tax laws of the United States. Income taxes are accounted for pursuant to ASC 740 "Accounting for Income Taxes," which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probably that taxable profit will be available against which deductible temporary differences can be utilized.
Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is changed to equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority, and we intend to settle its current tax assets and liabilities on a net basis.
Stock-based Compensation
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification ("ASC") 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the "measurement date." The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expenses based on the fair value of the award at the reporting date. The awards to consultants and other third parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which the Company adopted for the fiscal year ended November 30, 2025. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective for the Company's annual period ending November 30, 2026. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, as clarified by ASU 2025-01, effective for the Company's annual period beginning December 1, 2027. The Company is evaluating the impact of these standards on its disclosures and does not expect a material effect on its financial statements. Other recently issued accounting pronouncements are not expected to have a material impact on the Company's financial statements.
RESULTS OF OPERATIONS FROM CONTINUING OPERATIONS
Comparison of Results of Operations for the nine months ended August 31, 2026, and August 31, 2025
Revenue
For the Nine months ended August 31, 2026, total revenues is $0. For the nine months ended August 31, 2025, revenue was $0, all of which consisted of consulting revenue.
Operating Expenses
For the Nine months ended August 31, 2026 operating expenses were $534,461 representing an increase of $335,907 over the operating expenses of $198,554 for the Nine months ended August, 2025. This increase in operating expenses was mainly driven by an increase in 500,000 officer compensation for services from 2020 to 2026.
For the Nine months ended August 31, 2026, and August, 2025, operating expenses consisted of the following:
|
For the Nine month ended August 31, 2026 |
For the Nine month ended August 31, 2025 |
|||||||
| Selling expenses | $ | - | $ | - | ||||
| Professional fees | 33,848 | 75,416 | ||||||
| Other general and administrative expenses | 500,613 | 123,138 | ||||||
| $ | 534,461 | $ | 198,554 | |||||
| · | Professional fees primarily consisted of accounting fees, legal service fees, consulting fees, investor relations service charges, OTC markets application and listing fees and other fees incurred for services related to becoming and being a public company. For the nine months ended August 31, 2026 and 2025, professional fees amounted to $33,848 and $75,416 respectively, a decrease of $41,568 or 55%. The decrease was mainly due to lower [legal and consulting fees / investor relations fees], as the Company reduced its use of outside service providers during the period while its operating subsidiary was being divested. | |
| · | Other general and administrative expenses mainly consisted of wages and payroll taxes of our employees, compensation to our officers and board members, automobile expenses, office supplies, rent, bank service charges, depreciation, and other miscellaneous items. Other general and administrative expenses totalled $500,613 for the nine months ended August 31, 2026 as compared to $123,138 for the nine months ended August 31, 2025, an increase of $377,475. |
Operating Loss
As a result of the foregoing, for the nine months ended August 31, 2026, Operating Loss amounted to $ 534,461 as compared to Loss from operations of $(198,554) for the nine months ended August 31, 2025.
Other Income (Expense)
For the nine months ended August 31, 2026 and August 31, 2025, respectively, Company had loss of $0 & $20,277 on sale of Capital Asset respectively.
The Company had $10,287 interest expense for the nine months ended August 31, 2026 and $6,648 interest expense for the nine months ended August 31, 2025.
Income Taxes
We did not have any income tax expense for the nine months ended August 31, 2026 and August 31, 2025, since we did not have any taxable income in the periods which was not reduced by prior net operating loss carry forwards or reduced by the exclusion of any unrealized gains/(losses) on equity investments, which are excluded from our taxable income until they become realized gains/(losses) on equity investments.
Net Income (Loss)
The net loss for the nine months ended August 31, 2026 was $441,239, consisting of a loss from continuing operations of $544,748, partly offset by income from discontinued operations of $103,509. The net loss for the nine months ended August 31, 2025 was $934,426, consisting of a loss from continuing operations of $225,479 and a loss from discontinued operations of $708,947. The increase in the loss from continuing operations was mainly due to the $500,000 accrued officer compensation in 2026. The change in discontinued operations was mainly due to an unrealized gain on equity investments of $138,689 in 2026, compared with an unrealized loss of $711,921 in 2025.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. On August 31,2026, and November 30, 2025, we had cash and cash equivalent balances of $3,852 and $28,871, respectively. These funds are kept in financial institutions located in United States. We had total liabilities of $343,703 on August 31, 2026, of which $85,602 for accounts payable and accrued liabilities and $ 223,931 for related party loans payable, $17,500 for a note payable and $16,670 for a short-term loans from shareholders and a Federal Income taxes payable $0. We had total liabilities of $278,245 on November 30, 2025, of which $86,814 is for accounts payable and accrued liabilities and $173,931 for related party loans payable, $17,500 for a note payable.
As of August 31, 2026, and November 30, 2025, the Company had accumulated (deficits) of $(1,499,005) and $(1,057,766), respectively.
We currently have no agreements and arrangements with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.
Cash flows from Operating Activities
Operating activities from continuing operations used $45,960 in cash during the nine months ended August 31, 2026, compared with $30,911 during the nine months ended August 31, 2025. The increase in cash used was mainly due to the higher loss from continuing operations. This was largely offset by $500,000 of officer compensation being accrued rather than paid.
Cash flows from Investing Activities
For the nine months ended August 31, 2026, there were no investing activities from continuing operations. For the nine months ended August 31, 2025, investing activities from continuing operations provided $1,500 from the sale of fixed assets.
Cash flows from Financing Activities
For the nine months ended August 31, 2026, the Company received $66,670 in proceeds provided by a related party loan. For the nine months ended August 31 2025, the Company received $ 94,913 in proceeds provided by a related party loan.
Our capital requirements for the next twelve months primarily relate to cash to pay salaries, consulting fees and fees related to third parties' professional services. All funds received have been primarily expended in the furtherance of growing the business. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:
| · | An increase in working capital requirements to finance our current business; | |
| · | Addition of administrative and sales personnel as the business grows; and | |
| · | The cost of being a public company. |
We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than working capital, advances received from related parties and funds received pursuant to securities purchase agreements, we presently have no other significant alternative sources of working capital. We have used these funds to fund our operating expenses, pay our obligations and grow our company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing operations and obligations. Therefore, our future operation is dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to cease our operations. To date, we have not considered this alternative, nor do we view it as a likely occurrence.
Contractual Obligations and Off-Balance Sheet Arrangements
Contractual Obligations
We presently do not have any contractual obligations.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Since inception, our principal sources of operating funds have been proceeds from equity financing including the sale of our Common Stock to initial investors known to management and principal shareholders of the Company. We do not expect that our current cash on hand will fund our existing operations. We will need to raise additional capital in order to execute our business plan and growth goals for at least the next twelve-month period thereafter. If the Company is unable to raise sufficient additional funds, it will have to execute a slower than planned growth path, reduce overhead and scale back its business plan until sufficient additional capital is raised to support further operational expansion and growth. There can be no assurance that such a plan will be successful.
Inflation
The effect of inflation on our revenue and operating results was not significant.