FinanceLooker

Excrept from filing document 2024-11-30

State the aggregate market value of the voting and non voting common equity held by non affiliates computed by reference to the price at which the common equity was last sold or the average bid and asked price of such common equity as of the last business day of the registrant s most recently completed second fiscal quarter
This Annual Report on Form 10 K contains forward looking statements These forward looking statements are not historical facts but rather are based on current expectations estimates and projections We may use words such as anticipate expect intend plan believe foresee estimate and variations of these words and similar expressions to identify forward looking statements These statements are not guarantee of future performance and are subject to certain risks uncertainties and other factors some of which are beyond our control are difficult to predict and could cause actual results to differ materially from those expressed or forecasted These risks and uncertainties include the following
This report should be read completely and with the understanding that actual future results may be materially different from what we expect The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report We will not update forward looking statements even though our situation may change in the future and we assume no obligation to update any forward looking statements whether as a result of new information future events or otherwise
AFB Limited serves as an e commerce advisory firm specializing in guiding businesses through the complexities of online commerce Leveraging our expertise and industry insights we assist companies in formulating and implementing effective e commerce strategies facilitating their success in the dynamic digital marketplace At this time we primarily operate in Hong Kong with a focus on seeking new clients in throughout Southeast Asia
The absence of trademark and patent protection poses notable risks for the Company In failing to secure trademark registration the distinct elements of the Company s brand identity such as its name and logo remain vulnerable to unauthorized use This lack of protection may result in confusion among consumers and potentially dilute the Company s brand integrity
Without the legal shield of trademark registration enforcing exclusive rights becomes challenging and the Company may face difficulties in mitigating instances of trademark infringement Similarly the absence of patent protection for the Company s innovative products and processes exposes it to the risk of competitors replicating these advancements without fear of legal repercussions This lack of a legal monopoly can diminish the Company s competitive edge and hinder its ability to capitalize on its intellectual property
Services offered by AFB Limited are flexible available for independent or bundled options based upon our clients needs and aspirations The pricing approach employed varies according to the specific requirements and complexity of each client s project Customized service proposals are crafted and fees are negotiated accordingly Additional charges such as those related to advertising spent on e commerce platforms may also apply
Our promotional strategy involves leveraging our website located at https afbltd wixsite com mysite as a central hub for showcasing our services In conjunction with this we actively engage in social media marketing campaigns with a particular focus on platforms such as Twitter LinkedIn and various e commerce industry forums This multi channel approach aims to enhance our online presence and effectively reach our target audience
Furthermore we recognize the importance of direct engagement and as part of our outreach efforts we actively participate in relevant business events By attending these events we aim to foster meaningful relationships with potential customers and collaborators contributing to the overall growth and visibility of our services in the industry
Currently we AFB Limited have only one employee our sole officer and director Tak Chun Wong who is compensated at present for his services working approximately 20 hours a week on the Company but is prepared to devote more time if necessary The Company intends to hire more employees who possess industry related experience to assist in the development and execution of our business operations
Our competitive strengths are grounded in a strategic differentiation approach where our focus is on delivering highly customized services that guide our clients comprehensively through their e commerce journey Our service model is intricately structured into three distinct stages planning execution and performance monitoring and review with each stage meticulously tailored to align with the specific goals of our client s company
During the planning stage our collaboration with clients is intensive aiming to understand their objectives and customize a strategy that precisely meets their unique requirements In the execution phase we implement the tailored plan with a commitment to ensuring a seamless and efficient process The performance monitoring and review stage involves ongoing analysis allowing us to assess outcomes and make necessary adjustments for optimal performance
One of our distinctive strengths lies in the dynamism of our approach Acknowledging the evolving goals and needs of our client companies we proactively amend and optimize our services to guarantee an ongoing tailored fit This commitment ensures that our clients not only achieve mastery of the platforms but also receive services that continually align with their changing business landscape
While the company is not directly subject to specific government regulations related to its business activities given that its primary business operations are conducted in Hong Kong the company is obligated to prioritize adherence to Hong Kong s Personal Data Privacy Ordinance ensuring compliance with privacy laws and obtaining explicit consent for data collection and processing Non compliance may result in penalties imposed by authorities
Additionally careful attention should be directed towards intellectual property rights including proactive measures against potential trademark infringements Strict adherence to copyright laws particularly in the realm of digital marketing is essential To protect the company s brand and creative assets thorough trademark searches timely trademark registrations and regular monitoring for unauthorized use will most likely be necessary
Despite operating in Hong Kong it is essential to acknowledge that Hong Kong operates under the principle of one country two systems as a part of China In conducting business the company must consider trade relationships between China and the United States Uncertainties regarding the implementation and enforcement of new People s Republic of China PRC laws rules and regulations on US companies need careful attention
The China Securities Regulatory Commission CSRC introduced the Administrative Measures for the Overseas Issuance of Securities and Listing by Domestic Enterprises last year with the aim of regulating and overseeing fundraising activities of Chinese companies in global markets As of the date of this prospectus we are not currently subject to these regulations However given the ongoing uncertainty in the legal framework between Hong Kong and China it is possible that we may be required to obtain and maintain approvals from relevant authorities in the future Such a requirement could lead to a material change in our operations and or the value of the securities being registered for sale Additionally there is a risk that it could significantly limit or completely hinder our ability to offer or continue offering securities to investors potentially causing the value of such securities to decline significantly or render them worthless
Potential adverse effects on company interests may arise from changes in PRC government policies including alterations in laws regulations or their interpretation confiscatory taxation currency conversion restrictions import restrictions or expropriation or nationalization of private enterprises Despite the PRC government s pursuit of economic reform policies uncertainties exist especially in the event of changes in leadership social or political disruptions or other circumstances impacting the PRC s political economic and social environment
Non compliance not only risks legal consequences but could cause a material change in our operations and or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless
Each of the above regulations play a crucial role in shaping the legal framework for digital services operations in Hong Kong and adherence is paramount to ensuring sustainable and compliant business practices in the region The enforceability of civil liabilities in Hong Kong is a cornerstone of the region s legal system rooted in the principles of the common law Hong Kong s legal framework provides a robust and transparent environment for addressing civil disputes ensuring that contractual agreements and legal obligations are upheld The common law system inherited from the British legal tradition operates on established legal precedents and principles contributing to clarity and consistency in legal interpretations Parties involved in civil disputes in Hong Kong have access to an independent and impartial judiciary and the court system is structured to handle a diverse range of civil cases Once a judgment is obtained from a Hong Kong court various enforcement measures such as asset seizure and wage garnishment can be employed Hong Kong also has reciprocal enforcement agreements with numerous jurisdictions facilitating the recognition and enforcement of foreign judgments Arbitration as an alternative dispute resolution method is widely utilized and arbitral awards enjoy enforceability similar to court judgments While the legal framework in Hong Kong is well established businesses should be mindful of associated costs and timelines in legal proceedings Clear contractual terms legal advice and consideration of alternative dispute resolution mechanisms contribute to effective dispute resolution
In addition the Company has assessed the enforceability of China s Enterprise Tax Law Although the Enterprise Tax Law itself does not directly apply to Hong Kong indirectly in the case of cross border transactions failure to adhere to withholding taxes may lead to increased scrutiny and potential disputes with tax authorities Non compliance may result in penalties fines and legal actions initiated by the tax authorities in both mainland China and Hong Kong
While we believe Hong Kong s legal system is renowned for its stability and adherence to the common law principles the ongoing political uncertainties in both China and Hong Kong could potentially pose challenges to this established legal framework The one country two systems principle which delineates a high degree of autonomy for Hong Kong has faced increasing scrutiny and challenges in recent years The political landscape and evolving relations between the Chinese central government and Hong Kong authorities have led to concerns about potential impacts on the legal system Political uncertainties particularly those arising from changes in the interpretation and application of the Basic Law by the National People s Congress Standing Committee in Beijing have created an environment where the autonomy and independence of Hong Kong s legal system may be subject to reassessment The imposition of national security laws in Hong Kong and other legislative changes has raised questions about the potential influence of mainland China on Hong Kong s legal processes While the legal system in Hong Kong remains distinct the broader political context has raised concerns about potential implications for judicial independence the rule of law and the enforceability of civil liabilities The perceived erosion of autonomy in Hong Kong could impact the overall business environment introducing uncertainties for companies operating in the region
As of November 30 2024 the Company has not identified any cybersecurity threats including previous incidents that have materially impacted our business strategy results of operations or financial condition This assertion signifies our diligent efforts in managing and mitigating cybersecurity risks contributing to the stability and continuity of our operations
From time to time we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business Litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business financial condition or operating results None of our directors officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business
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 in excess of 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 which may limit the investors ability to buy and sell our stock
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
The following discussion and analysis of our results of operations and financial condition for fiscal year ended November 30 2024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this report Some of the information contained in this management s discussion and analysis or set forth elsewhere in this Annual Report including information with respect to our plans and strategy for our business and related financing includes forward looking statements that involve risks uncertainties and assumptions As a result of many factors including those factors set forth in the Risk Factors section in Form S 1 A registration statement filed on June 24 2024 our actual results could differ materially from the results described in or implied by the forward looking statements contained in this Annual Report
Our cash and cash equivalents are 29 258 as of November 30 2024 Our cash balance is not sufficient to fund our limited levels of operations for any period of time In order to continue our current business plan and increase our current level of operations for the next twelve month period we require further funding
For the year ended November 30 2024 the Company incurred a net loss of 31 850 and used cash in operating activities of 29 927 and borrowed 28 741 from our director These conditions raise substantial doubt about the Company s ability to continue as a going concern The ability to continue as a going concern is dependent upon the Company s profit generating operations in the future and or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern
The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder In the event that we require additional funding to finance the growth of the Company s current and expected future operations as well as to achieve our strategic objectives the shareholder has indicated the intent and ability to provide additional financing
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 to 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
The Company s cash and cash equivalents has increased by 21 073 from 8 185 as of November 30 2023 to 29 258 as of November 30 2024 The accompanying 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
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 as of November 30 2024
We conducted an evaluation under the supervision and with the participation of our management including our Chief Executive Officer of the effectiveness of the design and operation of our disclosure controls and procedures The term disclosure controls and procedures as defined in Rules 13a 15 e and 15d 15 e under the Securities and Exchange Act of 1934 as amended Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded processed summarized and reported within the time periods specified in the Securities and Exchange Commission s rules and forms Disclosure controls and procedures also include without limitation controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company s management including its principal executive and principal financial officers or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure Based on this evaluation our Chief Executive Officer concluded as of November 30 2024 that our disclosure controls and procedures were not effective The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were 1 lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures 2 inadequate segregation of duties and effective risk assessment 3 insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines and 4 lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of November 30 2024
Management believes that the material weaknesses set forth in items 2 and 3 above did not have an effect on our financial results However management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures which could result in a material misstatement in our financial statements in future periods
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a 15 f and 15d 15 f under the Exchange Act Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles The internal controls for the Company are provided by executive management s review and approval of all transactions Our internal control over financial reporting also includes those policies and procedures that
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Management assessed the effectiveness of the Company s internal control over financial reporting as of November 30 2024 In making this assessment management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework Management s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls
Based on this assessment management has concluded that as of November 30 2024 our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U S generally accepted accounting principles In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls we have initiated or plan to initiate the following series of measures
We will increase our personnel resources and technical accounting expertise within the accounting function We will create a position to segregate duties consistent with control objectives And we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us
This annual 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
During the year ended November 30 2024 none of our directors or officers adopted or terminated any contract instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5 1 trading arrangement or any non Rule 10b5 1 trading arrangement
Set forth below are the present directors and executive officers of the Company Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers There are no arrangements or understandings between any of the directors officers and other persons pursuant to which such person was selected as a director or an officer Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified
In 2012 Mr Wong obtained a Bachelor of Science Degree in Computer Science from Staffordshire University in the UK where he gained a foundation in computer science principles and problem solving techniques within the information technology field From 2013 to the present Mr Wong has held the role of Business Manager at Digitalab Limited a Hong Kong Company which provides import and export consulting services engaged in international trade As a Business Manager he is responsible for a wide range of strategic and operational activities One of his key responsibilities is leading and setting a professional tone within the workplace Under his guidance his team has achieved positive results and exceeded various performance targets His leadership style involves vision motivation and clear communication to foster a culture of collaboration and high work ethic
The Company promotes accountability for adherence to honest and ethical conduct endeavors to provide full fair accurate timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission and in other public communications made by the Company and strives to be compliant with applicable governmental laws rules and regulations The Company has not formally adopted a written code of business conduct and ethics that governs the Company s employees officers and Directors as the Company is not required to do so
In lieu of an Audit Committee the Company s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors reviewing the scope results and effectiveness of the annual audit of the Company s financial statements and other services provided by the Company s independent public accountants The Board of Directors and the Chief Executive Officer of the Company review the Company s internal accounting controls practices and policies
Our Company currently does not have nominating compensation or audit committees or committees performing similar functions nor does our Company have a written nominating compensation or audit committee charter Our Director s believe that it is not necessary to have such committees at this time because the Directors can adequately perform the functions of such committees
Our Board of Directors has determined that we do not have a board member that qualifies as an audit committee financial expert as defined in Item 407 D 5 of Regulation S K nor do we have a Board member that qualifies as independent as the term is used in Item 7 d 3 iv B of Schedule 14A under the Securities Exchange Act of 1934 as amended and as defined by Rule 4200 a 14 of the FINRA Rules
We believe that our Director s are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting The Director s of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee In addition we believe that retaining an independent Director who would qualify as an audit committee financial expert would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date
Our sole director does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee In addition we believe that retaining an independent director who would qualify as an audit committee financial expert would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and our current financial condition
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
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
Section 16 a of the Securities Exchange Act requires our executive officers and directors and persons who own more than 10 of our common stock to file reports regarding ownership of and transactions in our securities with the Securities and Exchange Commission and to provide us with copies of those filings Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16 a of the Exchange Act we believe that all Section 16 a filing requirements for our executive officers directors and 10 stockholders were met during the year ended November 30 2024
Our Board of Directors does not currently receive any consideration for their services as members of 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
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
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
In order 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
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 amount of shares is deemed to include the amount 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 particular date
In regards to the above transaction we claim an exemption from registration afforded by Regulation S of the Securities Act of 1933 as amended Regulation S for the above sale of stock since the sale of stock was made to a non U S person as defined under Rule 902 section k 2 i of Regulation S pursuant to offshore transactions and no directed selling efforts were made in the United States by the issuer a distributor any of their respective affiliates or any person acting on behalf of any of the foregoing
Given our small size and limited financial resources we have not adopted formal policies and procedures for the review approval or ratification of transactions such as those described above with our executive officer s Director s and significant stockholders We intend to establish formal policies and procedures in the future once we have sufficient resources and have appointed additional Directors so that such transactions will be subject to the review approval or ratification of our Board of Directors or an appropriate committee thereof On a moving forward basis our Directors will continue to approve any related party transaction
The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firms for the fiscal years ended November 30 2024 and period ended November 30 2023 We have engaged JP Centurion Partners PLT as our independent registered public accounting firm since November 1 2023
We have audited the accompanying balance sheets of AFB Limited the Company as of November 30 2024 and 2023 and the related statement of operations and comprehensive loss statement of change in stockholders equity and statement of cash flows for the year and period ended November 30 2024 and 2023 and the related notes collectively referred to as the financial statements In our opinion the financial statements present fairly in all material respects the financial position of the Company as of November 30 2024 and 2023 and the results of its operations and its cash flows for each of two financial periods in the year and period ended November 30 2024 and 2023 in conformity with accounting principles generally accepted in the United States of America
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern As discussed in Note 2 to the financial statements for the year ended November 30 2024 the Company incurred loss from operations of 31 850 resulting in accumulated deficit of 56 545 working capital deficit of 2 545 and net cash used in operating activities of 29 927 For the period ended November 30 2023 the Company incurred loss from operations of 24 695 resulting in accumulated deficit of 24 695 and working capital deficit of 21 695 These factors raise substantial doubt about the Company s ability to continue as a going concern Management s plans in regard to these matters are also described in Note 2 The financial statements do not include any adjustments that might result from the outcome of this uncertainty
These financial statements are the responsibility of the Company s management Our responsibility is to express an opinion on the Company s financial statements based on our audits We are a public accounting firm registered with the Public Company Accounting Oversight Board United States PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud The Company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting Accordingly we express no such opinion
Our audits included performing procedures to assess the risks of material misstatement of the financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the consolidated financial statements We believe that our audits provide a reasonable basis for our opinion
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that 1 relate to accounts or disclosures that are material to the financial statements and 2 involved our especially challenging subjective or complex judgements The communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not by communicating the critical audit matters below providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate
As revenue is a presumed fraud risk areas in the consideration of fraud in a financial statements audit in accordance with AS2401 we have identified revenue as the primarily focus on the financial statements audit in addressing fraud risk consideration While ASC 606 is the revenue recognition standard that affects all businesses that enter into contracts with customers to transfer goods and service we had examined the accuracy of the timing of revenue recognition cut off testing and appropriateness of performance obligation recognition to make sure it is in accordance with the standard
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern For the year ended November 30 2024 the Company incurred loss from operations of 31 850 resulting in accumulated deficit of 56 545 working capital deficit of 2 545 and net cash used in operating activities of 29 927
The Company s cash position may not be significant enough to support the Company s daily operations While the Company believes in the viability of its strategy and in its ability to raise additional funds there can be no assurances to that effect The Company s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire funding through public offering If funding from public offering is insufficient then the Company shall rely on the financial support from its controlling shareholder
These and other factors raise substantial doubt about the Company s ability to continue as a going concern within one year after the date that financial statements are issued These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP Those estimates and assumptions affect the reported amounts of assets and liabilities the disclosure of contingent assets and liabilities in the balance sheets and the reported revenue and expenses during the periods reported Actual results may differ from these estimates
Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services The Company recognizes the revenue for planning and execution services upon the client s signing of the service completion confirmation Meanwhile revenue for performance monitoring and review services is recognized by equally allocating it over a fixed period stipend in agreement and might varies customer to customer
In addition the standard requires disclosure of the nature amount timing and uncertainty of revenue and cash flows arising from contracts with customers The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services The Company applies the following five step model in order to determine this amount
The Company adopted ASU 2014 09 Revenue from Contracts with Customers Topic 606 Under Topic 606 the Company records revenue when persuasive evidence of an arrangement exists delivery has occurred the fee is fixed or determinable and collectability is probable The Company records revenue from the wholesale of goods upon the delivery of the finalized website service to the customer
The Company reports earnings per share in accordance with ASC Topic 260 Earnings Per Share which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock Further if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure
The Company s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company s ordinary shares outstanding Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued
The Company accounts for income taxes using the asset and liability method prescribed by ASC Topic 740 Income Taxes Under this method deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date
New U S federal tax legislation commonly referred to as the Tax Cuts and Jobs Act the U S Tax Reform was signed into law on December 22 2017 The U S Tax Reform modified the U S Internal Revenue Code by among other things reducing the statutory U S federal corporate income tax rate from 35 to 21 for taxable years beginning after December 31 2017 limiting and or eliminating many business deductions migrating the U S to a territorial tax system with a one time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries subject to certain limitations generally eliminating U S corporate income tax on dividends from foreign subsidiaries and providing for new taxes on certain foreign earnings Taxpayers may elect to pay the one time transition tax over eight years or in a single lump sum payment
The Company adopted ASU 2016 13 Measurement of Credit Losses on Financial Instruments Topic 326 which replaces the incurred loss methodology with an expected credit loss methodology known as the Current Expected Credit Loss CECL model This new standard requires entities to estimate credit losses over the life of a financial asset based on historical experience current conditions and reasonable forecasts
The adoption of the CECL model applies to the Company s portfolio of trade receivables and other financial assets and resulted in changes to the methodology for determining the allowance for credit losses Under the CECL model the Company recognizes an allowance for credit losses at the inception of a financial asset and adjusts it over the life of the asset based on updated expectations of credit losses
Parties which can be a corporation or individual are considered to be related if the Company has the ability directly or indirectly to control the other party or exercise significant influence over the other party in making financial and operating decisions Companies are also considered to be related if they are subject to common control or common significant influence
Accounting Standards Codification ASC Topic 820 Fair Value Measurements and Disclosures ASC Topic 820 which defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability that is the principal or most advantageous market for the asset or liability It also emphasizes that fair value is a market based measurement not an entity specific measurement and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset
This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities Level 1 measurements and the lowest priority to unobservable inputs Level 3 measurements The three levels of the fair value hierarchy are described below
In November 2023 the FASB issued ASU 2023 07 Segment Reporting Topic 280 Improvements to Reportable Segment Disclosures which expands annual and interim disclosure requirements for reportable segments primarily through enhanced disclosures about significant segment expenses The ASU 2023 07 is effective for annual reporting periods beginning after December 15 2023 and interim periods in fiscal years beginning after December 15 2024 Early adoption is permitted The Company is currently evaluating the impact this ASU may have on its unaudited condensed consolidated financial statements and related disclosures
In December 2023 the FASB issued ASU 2023 09 Income Taxes Topic 740 Improvements to Income Tax Disclosures to expand the disclosure requirements for income taxes specifically related to the rate reconciliation and income taxes paid The ASU 2023 09 is effective for annual reporting periods beginning after December 15 2024 Early adoption is permitted The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures
The Company is registered in the State of Nevada and is subject to United States of America tax law As of November 30 2024 the operations in the United States of America incurred 56 545 of cumulative net operating losses NOL s which can be carried forward to offset future taxable income The NOL carryforwards begin to expire in 2044 if unutilized The Company has provided for a full valuation allowance of approximately 11 874 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future
For the year ended November 30 2024 and the period ended November 30 2023 there were four and three customers respectively who accounted for more than 10 of the Company s revenues The customers who accounted for more than 10 of the Company s revenues and its outstanding receivable balance at period end is presented below
ASC 280 Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Company s internal organization structure as well as information about services categories business segments and major customers in financial statements The Company has single reportable segment based on business unit apparel and garment trading business and two reportable segments based on country United States and Non United States
In accordance with the Segment Reporting Topic of the ASC the Company s chief operating decision maker has been identified as the Chief Executive Officer and President who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company Existing guidance which is based on a management approach to segment reporting establishes requirements to report selected segment information quarterly and to report annually entity wide disclosures about products and services major customers and the countries in which the entity holds material assets and reports revenue All material operating units qualify for aggregation under Segment Reporting due to their similar customer base and similarities in economic characteristics nature of products and services and procurement manufacturing and distribution processes
In accordance with ASC Topic 855 Subsequent Events which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued the Company has evaluated all events or transactions that occurred after November 30 2024 up through the date the Company issued the financial statements During this period there was no subsequent event that required recognition or disclosure

Company Name	AFB Ltd Vist SEC web-site
Category	SERVICES-BUSINESS SERVICES, NEC