UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For The Fiscal Year Ended November 30, 2022

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

For the transition period from __________ to __________

Commission File Number 333-223712

	LEADER HILL CORPORATION
(Exact name of registrant issuer as specified in its charter)

Nevada

37-1867536

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1901, Building 5, Dachong International Center, Tonggu Road, Nanshan District,

Shenzhen City, Guangdong Province, 518000, China.

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code

(+86) 0755 27608253

Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None

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

Yes ☐ No ☒

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

Yes ☐ No ☒

Indicate by check mark whether the registrant (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 every Interactive Data File required to be submitted 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 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.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

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.

Class

Number of Shares

Held by Non-affiliates

Average Bid Price as

of May 31, 2020

Aggregate

Market Value

Voting Common Stock

825,000

0.10

82,500

APPLICABLE ONLY TO REGISTRANTS 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 Section 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.

N/A

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class		Outstanding at December 14, 2022
Common Stock, $0.001 par value		4,825,000

DOCUMENTS INCORPORATED BY REFERENCE

N/A

Leader Hill Corporation

FORM 10-K

For the Fiscal Year Ended November 30, 2022

Index

		Page #
PART I

Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A.	Controls and Procedures	14
Item 9B.	Other Information	16

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 11.	Executive Compensation	20
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence	22
Item 14.	Principal Accounting Fees and Services	23

PART IV

Item 15.	Exhibits, Financial Statement Schedules	24

SIGNATURES		25

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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 guarantees 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:

	●	The availability and adequacy of our cash flow to meet our requirements;

	●	Economic, competitive, demographic, business and other conditions in our local and regional markets;

	●	Changes or developments in laws, regulations or taxes in our industry;

	●	Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

	●	Competition in our industry;

	●	The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

	●	Changes in our business strategy, capital improvements or development plans;

	●	The availability of additional capital to support capital improvements and development; and

	●	Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

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.

Use of Defined Terms

Except as otherwise indicated by the context, references in this report to:

	●	The “Company,” “we,” “us,” or “our,” “Leader Hill” are references to Leader Hill Corporation., a Nevada corporation.

	●	“Common Stock” refers to the common stock, par value $0.001, of the Company;

	●	“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;

	●	“Securities Act” refers to the Securities Act of 1933, as amended; and

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

PART I

ITEM 1. BUSINESS

Corporate History

Leader Hill Corporation., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on August 21, 2017.

On August 21, 2017 Seah Chia Yee was appointed President, Secretary, and Treasurer, and Director to the Company. He presently is our sole officer and director.

On August 21, 2017 our sole officer and director, Seah Chia Yee, purchased 4,000,000 shares of restricted common stock at a purchase price of $0.001 (par value) per share. Payment for the shares was made on March 14, 2018 and March 15, 2018. The proceeds from the sale will go directly to the Company to be used for working capital.

On August 23, 2018, the Company consummated public offering pursuant to Form S-1/A declared effective by Securities and Exchange Commission on June 26, 2018, 825,000 shares of common stock were issued at $0.04 per share for a total consideration of $33,000.

In regards to all of the above transaction, other than aforementioned public offering 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 the stock since the sale of the stock were made to 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.

Overview

Leader Hill Corporation is headquartered in Shenzhen, China and primarily operates in the industry of business consulting. We believe that we have the capacity to offer any of the below services immediately upon securing an agreement with a client. We assist, and plan to continue to assist, start-up to mid-size companies in the East Asia region, with a focus on mainland China and Hong Kong. Our core services are divided into four categories: company formation, corporate secretarial and administration, accounting and bookkeeping, and general business consulting services.

Company Formation

Leader Hill Corporation assist clients with company incorporation and domestication services globally through the expertise of our current management. The Company assist clients with identifying the optimum corporate jurisdiction, in the Company’s opinion, for the client’s incorporation by identifying what, per the Company’s belief, is the optimum corporate structure to legally protect their assets and gain access to worldwide markets, while also legally minimizing local and international taxation. The process of incorporating a company on behalf of a client depends on the jurisdiction in which the company intends to operate in as well as a variety of other factors. Leader Hill’s team will discuss, with each client the tax and legal implications per select jurisdictions along with the process involved in incorporating their company. Leader Hill will spend time to ensure client’s onshore or offshore structure provides the following benefits:

a.	Company incorporation in a politically stable jurisdiction;

b.	Minimization of international tax liabilities;

c.	Minimal statutory filling obligations;

d.	Registration of a company offshore offers unrestricted flow of capital and transfer of assets globally;

e.	Limited liability for company directors;

f.	A corporate bank account with an international retail or private bank;

g.	Low share capital requirement;

h.	Company formation in jurisdiction with professional reputation such as Singapore and Hong Kong (since they are not considered tax havens);

i.	To hold directors/shareholders meetings anywhere in the world;

j.	Efficient requirements for audit and maintaining accounting records.

Corporate Secretarial Services

We provide corporate secretarial services to our new and existing clients. Clients may need to appoint a Company Secretary to maintain organization and ensure that the Company is following appropriate procedures. We offer assistance with general corporate filings, managing corporate changes, and retrieval of any official corporate documents. Our secretarial services may include, but are not strictly limited to:

a.	Managing board meetings and circulating briefing documents;

b.	Preparing and managing data rooms for due diligence purposes;

c.	Ensuring all statutory returns and fees are submitted;

d.	Drafting corporate documents and agreements;

e.	Managing the changes in the management such as resignation(s), removal and appointment of directors;

f.	Managing share transfers and new share issuances by the Company.

Accounting and Bookkeeping

We provide accounting and bookkeeping services to update and maintain accounting records, including those which calculate expenditures, receipts, accounts payable and receivable, and profit and loss. We plan to utilize single-entry and double-entry bookkeeping (two common bookkeeping methods) and will ask each client for their preference in regard to which method they prefer. We will make sure that all business and financial transactions are recorded in the correct book, from journal entries, general ledger up to the trial balance stage. From these, we will then prepare a balance sheet, profit and loss statement, changes in equity and other miscellaneous figures based on the specifications provided by each client. We will also provide monthly or quarterly financial reports to make sure our clients understand the financial status of their business. Service included:

a.	Computerized bookkeeping;

b.	Reconciling the bank balance monthly with the bank statements;

c.	Periodic financial statements and reports for all purposes;

d.	Preparing budgets and producing reports monitoring actual performance against budget;

e.	Compliance with statutory filing deadlines;

f.	Logistical support on bank and cash, sales and debtors, purchases, and creditors functions.

General Business Consulting

We also provide general business consulting services. These services include, but are not limited to, assistance with the preparation of written business plans and advisory services relating to mergers and acquisitions (M&A) of future clients. We will also assist with the creation of personalized strategies for business development, and we will also provide due diligence with strategic and operational analysis to help our clients make a more informed business decision. Alongside the M&A process, we will assist our clients with developing financial models, overseeing the valuation process and will ensure that the financials of the potential acquisition target are prepared to be audited.

Our current revenues generated thus far have solely been attributed to a feasibility report we have provided to a client. The feasibility reports we offer are an opinionated report whereas we discuss the particulars of a client’s company as well as their goals. We then provide an analysis, based upon our own research, as to the industry in which the client operates, an operational model that can help the client company achieve its goals, assist with the valuation of the entity, and provide analysis of prevailing market trends that are pertinent to the client company’s operations, amongst other criteria that can vary on a case by case basis. Our feasibility report can assist a client with multileveled strategies to progress their business(es), which may also include general information about the process of going public. We base our opinions off of industry research and factual sources, although we stipulate that all of our clients should supplement our report with their own research and analysis.

Need for Our Services

Leader Hill provides corporate support services, on a cost-effective, outsource basis, to start-up companies in the East Asia region, with a focus on mainland China and Hong Kong. We will help our clients remain competitive in their industries and ease their corporate burdens through our multi-faceted business consulting services. We anticipate a growing need of our business in East Asia because of the cost-effectiveness of our services. In today’s complex corporate landscape there is an increasing need for enterprises, in all industries, to maximize their performance and profitability through means that are as cost effective as possible. We believe that our sole officer and director’s business experience and our competitive fees will provide us with a competitive advantage.

Marketing Plan

We expect to increase our marketing efforts through our President’s personal networks and industry association channels which have not, at this point in time, been fully identified. Additionally, we intend to bolster our professional reputation and image by showcasing our knowledge and industry expertise via marketing campaigns through various forms of media. We have undefined plans to initially market our services through webinars, the creation of a wide variety of white papers, newsletters, books, and other information offerings. Furthermore, we plan to begin a social media campaign utilizing blogs, twitter, Facebook, and LinkedIn. A targeted campaign is intended to be made to focus on start-ups and small to mid-size businesses in various industries.

Competition

The business consulting industry is very competitive and fragmented in the market niche in which our Company operates. There are limited barriers to entry and new competitors frequently enter the market. A significant number of our competitors possess substantially greater resources than we possess. Additionally, we face substantial competition for potential clients and for technical and professional personnel from providers of similar specialties, which range from giant national companies headquartered on Hong Kong and Shenzhen, China to affiliates of some of the largest accounting firms, business consulting firms in East Asia.

We believe that existing and new competitors will continue to improve their services and introduce new services with competitive pricing and performance characteristics. In periods of reduced demand for our services, we can either choose to maintain market share by reducing our prices to meet competition or maintain prices, which would likely sacrifice market share. Sales and overall profitability could be reduced in either case.

Future Plans

Our future plans include expanding the appeal of our services to the East Asia market, although we do not have any distinct timeline in which we will begin conducting these plans save for the fact that we plan to hire more employees to support our operations. To achieve this we will continue to progress our marketing campaign through social media and we plan to hire new employees to support increased online interaction with potential customers. We also plan to advertise online through advertisements that a user may be able to click on to learn more about us and/or our products. We believe we will need to hire an additional 4-5 employees to implement the aforementioned plan to increase our marketing presence. In the future we will continuously evaluate the possibility of expanding our service offerings to meet the needs of potential new clients and offer an expanded range of services to any potential clients we may consummate agreements with in the future.

For the remainder of the fiscal year the Company has plans to promote its services through existing contacts and via in person conferences where the Company may be able to interact with and meet with potential new clients. The Company is actively, and for the remainder of the fiscal year, will be researching upcoming business conferences that it may be able to attend to promote its services.

In addition to the above the Company is also actively, and will continue the rest of the year, to focus on the creation of a Company website to detail the services the Company offers. The Company believes this will increase exposure to potential new clients. Currently, the website is in development, and may undergo further changes, but can be found at the web address: www.leaderhill.com.

Employees

On December 17, 2020, the existing director and officer resigned immediately. Accordingly, Chia Yee Seah, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Liu Muzhen consented to act as the new Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Chairman of the Board of Directors of the Company.

Liu Muzhen has been appointed as a Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Chairman of Board of Directors of the Company since December 17, 2020.

Government Regulation

Leader Hill solely provides business consulting services. There are no requirements for us to obtain any licenses that we are aware of except possibly business registration licenses in jurisdictions we may intend to operate in.

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 2. PROPERTIES

Our principal executive office is located at 1901, Building 5, Dachong International Center, Tonggu Road, Nanshan District, Shenzhen City, GuangDong Province, 518000, China.

ITEM 3. LEGAL PROCEEDINGS

As of the date hereof, we know of no material pending legal proceedings against to which we or any of our subsidiaries is a party or of which any of our property is the subject. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. From time to time, we may be subject to various claims, legal actions and regulatory proceedings arising in the ordinary course of business.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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

The Company sole class of common equity do not have an established public trading market however it is currently tradable in OTC Markets under symbol LHIL with biding price of $0.10 and no asking price since we acquire the symbol on January 2019. We cannot assure you that there will be any liquidity for our common stock in the future.

Holders

As of November 30, 2022, we had 4,825,000 shares of our Common Stock par value, $0.001 issued and outstanding. There were 19 beneficial owners of our Common Stock.

Transfer Agent and Registrar

The transfer agent for our capital stock is Vstock Transfer, LLC, with an address at 18 Lafayette Place Woodmere, NY 11598

Penny Stock Regulations

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

Dividend Policy

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

Equity Compensation Plan Information

Currently, there is no equity compensation plan in place.

ITEM 6. SELECTED FINANCIAL DATA

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

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

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes to those financial statements appearing elsewhere in this Report.

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Overview

Leader Hill Corporation is headquartered in Shenzhen, China and primarily operates in the industry of business consulting. At present, we start-up to mid-size companies in the East Asia region, with a focus on mainland China and Hong Kong. Our core services are divided into four categories: company formation, corporate secretarial and administration, accounting and bookkeeping, and general business consulting services.

As of November 30, 2022, and 2021 our accumulated deficits were $188,848 and $142,914 respectively. Our stockholders’ deficit was $79,329 and $33,395 as of November 30, 2022 and 2021 respectively.

Results of Operations

Revenue

The company has generated revenue of $3,000 and no cost of sale for the year ended November 30, 2022.

The company has generated no revenue and no cost of sale for the year ended November 30, 2021

General and Administrative Expenses

For the year ended November 30, 2022, the Company has incurred a general and administrative expenses of$48,934. Of which primarily consist of legal and professional fees, transfer agent fees, audit and audit related fees and filing agent fees.

For the year ended November 30, 2021 the Company has incurred a general and administrative expenses of $33,900. Of which primarily consist of legal and professional fees, transfer agent fees, audit and audit related fees and filing agent fees.

Net Loss

The Company has incurred net loss of $45,934 and $33,900 for the year ended November 30, 2022 and 2021 respectively. The net loss mainly derived from the general and administrative expenses incurred.

Liquidity and Capital Resources

Cash Used in/(Provided by) Operating Activities

For the year ended November 30, 2022, the company has gained $3,000 in operating activity, by which the company repay part of the loan from director.

For the year ended November 30, 2021, the company has consumed $514 in operating activity, of which mainly consist of incurring an operating net loss and decrease in accrued expenses contra by loan from director.

Cash Used In investing activities

For the year ended November 30, 2022 and 2021, the company has not consumed nor generated any cash from investing activity.

Cash Provided by Financing Activities

For the year ended November 30, 2022 and 2021, the company has not used nor being provided with cash from financing activity.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosures Control and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit 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 and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of November 30, 2022. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded 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, 2022.

Management’s Report on Internal Control over Financial Reporting

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:

	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

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, 2022. 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.

As of November 30, 2022, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective.

Identified Material Weaknesses

A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

Management identified the following material weaknesses during its assessment of internal controls over financial reporting as of November 30, 2022.

1.	We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Chief Executive Officer and Director act in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2.	We do not have Written Policies & Procedures – Due to lack of written policies and procedures for accounting and financial reporting, the Company did not establish a formal process to close our books monthly and account for all transactions and thus failed to properly record the Private Placement or disclose such transactions in its SEC filings in a timely manner.

3.	We did not implement appropriate information technology controls – As at November 30, 2022, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 2022 based on criteria established in Internal Control—Integrated Framework issued by COSO in 2013 and SEC guidance on conducting such assessments

Management’s Remediation Initiatives

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:

1.	We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC.

2.	We plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.

3.	We intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and the staff members will have segregated responsibilities with regard to these responsibilities.

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2022.

Changes in internal controls over financial reporting

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

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.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Biographical information regarding the officers and directors of the Company, who will continue to serve as officers and directors of the Company are provided below:

NAME		AGE		POSITION
Liu Muzhen		36		Chief Executive Officer, President, Director

Liu Muzhen - Chief Executive Officer, President, Director

Mr. Liu Muzhen (“Mr. Liu”), age 36, is currently studying a Master of Business Administration in the University of New Buckingham, while his bachelor’s degree was obtained in Capital Normal University, with major in software engineering.

From August 2012 to December 2016, Mr. Liu was a general manager of Shanghai Guangya Network Technology Company Limited (“Guangya”). Guangya had two major business steams, first one was business of network technology research and development, with its in-house Software-as-a-service as solution to its clients. The second one was sales and distribution of electronic appliances, communication tools and Audio-visual equipment. Mr. Liu was responsible to be the oversight of the whole company, business development, reporting of financial result to shareholders.

From January 2017 to the present, Mr. Liu has been a general manager of Big Player (Shenzhen) Media Company Limited (“Big Player”). Big Player is engaging in not only cultural campaign planning, corporate branding, and advertisement, but also website, online game and application development. Mr. Liu is responsible for the online game and application development, strategic development of the Company and review of the strategy implementation.

Liu Muzhen has been appointed as a Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Chairman of Board of Directors of the Company since December 17, 2020.

Corporate Governance

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 (the “SEC”) 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, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices and policies.

Committees of the Board

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 Directors believes that it is not necessary to have such committees, at this time, because the Directors can adequately perform the functions of such committees.

Audit Committee Financial Expert

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.

Involvement in Certain Legal Proceedings

Our Directors and our Executive officers have not been involved in any of the following events during the past ten years:

1.	bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or
4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment,decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.	Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Independence of Directors

We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

Code of Ethics

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

Shareholder Proposals

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

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

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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, 2022.

ITEM 11. EXECUTIVE COMPENSATION

*The below figures are in relation to our most recent fiscal year end.

Summary Compensation Table
Name and principal position (a)	Year ended November 30 (b)		Salary ($) (c)		Bonus ($) (d)		Stock Compensation ($) (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($) (j)
Liu Muzhen - Chief Executive Officer, President, Director		2022		-		-		-		-		-		-		-	$	-
		2021		-		-		-		-		-		-		-	$	-

On December 17, 2020, Liu Muzhen was appointed as Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Chairman of Board of Directors of the Company.

Summary of Compensation

Stock Option Grants

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

Employment Agreements

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

Compensation Discussion and Analysis

Director Compensation

Our Board of Directors does 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.

Executive Compensation Philosophy

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

Incentive Bonus

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

Long-term, Stock Based Compensation

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.

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

As of November 30, 2020, the Company has 4,825,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Common Stock Voting Percentage Beneficially Owned			Voting Shares of Preferred Stock		Preferred Stock Voting Percentage Beneficially Owned		Total Voting Percentage Beneficially Owned
Executive Officers and Directors
Liu Muzhen - Chief Executive Officer, President, Director.		4,000,000		82.90	%		none		n/a		82.90	%

5% Shareholders
		-		-			-		-		-

* Liu Muzhen is our sole officer and director.

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.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

On August 21, 2017 Seah Chia Yee was appointed President, Secretary, and Treasurer, and Director to the Company. He presently is our sole officer and director.

From June 1, 2018 to August 31, 2018, the Company sold a total of 825,000 initial public offering shares to 33 shareholders, all of which reside in China, Hong Kong and Malaysia, at a price of $0.04 per share. The total proceeds to the Company amounted to a total of $33,000. The proceeds will be used as working capital.

On December 17, 2020, Liu Muzhen was appointed as Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Chairman of Board of Directors of the Company.

As of November 30, 2022, we have authorized capital stock consisting of 75,000,000 shares of common stock, $0.001 par value per share (“Common Stock”). We have 4,825,000 shares of Common Stock issued and outstanding on the November 30, 2022.

In regards to all of 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 the stock since the sale of the stock were made to 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.

Review, Approval and Ratification of Related Party Transactions

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.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

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, 2022 and 2021. We have engaged JP Centurion & Partners PLT as our principal accountant since the quarter ended August 31, 2020 and before that was AUDIT ALLIANCE LLP since Feb 2020 and before that was JP Centurion & Partners PLT since 2020.

ACCOUNTING FEES AND SERVICES	2022		2021

Audit fees	$	13,500	$	18,400
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-

Total	$	13,500	$	18,400

The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

The following are filed as part of this report:

Financial Statements

The following financial statements of LEADER HILL COROPORATION and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:

(b) Exhibits

The following exhibits are filed herewith:

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

32.1		Section 1350 Certification of principal executive officer*

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	LEADER HILL CORPORATION
	(Name of Registrant)

Date: March , 2024	By:	*/s/ Liu Muzhen*
	Title:	Chief Executive Officer, President, Director

LEADER HILL CORPORATION

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of November 30, 2022 and November 30, 2021	F-3
Statement of Loss and Comprehensive Loss for the the year ended November 30, 2022 and for the year ended November 30, 2021	F-4
Statements of Changes in Equity (Deficit) for the the year ended November 30, 2022 and the year ended November 30, 2021	F-5
Statement of Cash Flows for the the year ended November 30, 2022 and the year ended November 30, 2021	F-6
Notes to Financial Statements for the the year ended November 30, 2022 and the year ended November 30, 2021	F-7 – F-13

F-1

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Leader Hill Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Leader Hill Corporation as of November 30, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, 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, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. 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 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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 audit. 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 audit 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 audit 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company’s auditor since 2024

Lakewood, CO

March 4, 2024

F-2

Item 1. Financial statements

BALANCE SHEETS

(In U.S. Dollars, except share data or otherwise stated)

AS OF THE YEAR ENDED NOVEMBER 30, 2022 AND THE YEAR ENDED NOVEMBER 30, 2021


	As of November 30
	2022 (Audited)			2021 (Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	-		$	-
Prepayment	$	-		$	-
Total current assets	$	-		$	-

Non-current assets
Office equipment, net	$	1,821		$	-
Total non-current assets	$	1,821		$	-

TOTAL ASSETS	$	1,821		$	-

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Amount due to a director	$	70,630		$	18,229
Accrued expenses and other payables	$	10,520		$	15,166
Total current liabilities	$	81,150		$	33,395

TOTAL LIABILITIES	$	81,150		$	33,395

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value; 0 shares authorized; None issued and outstanding	$	-		$	-
Common stock, $ 0.001 par value; 75,000,000 shares authorized; 4,825,000 shares issued and outstanding as of November 30, 2022 and November 30, 2021, respectively	$	4,825		$	4,825
Additional paid-in capital	$	106,177		$	106,177
Accumulated other comprehensive loss	$	(1,483	)	$	(1,483	)
Accumulated deficit	$	(191,848	)	$	(142,914	)

TOTAL STOCKHOLDERS’ DEFICIT	$	(82,329	)	$	(33,395	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,821		$	-

See accompanying notes to the financial statements.

F-3

STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(In U.S. Dollars, except share data or otherwise stated)

FOR THE YEARS ENDED NOVEMBER 30, 2022 AND NOVEMBER 30, 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)


	Year Ended November 30
	2022 (Audited)			2021 (Audited)
REVENUE	$			$	-

COST OF REVENUE	$	-		$	-

GROSS PROFIT	$			$	-

OTHER INCOME	$	-		$	-

GENERAL AND ADMINISTRATIVE EXPENSES	$	(48,934	)	$	(33,900	)

GAIN/LOSS BEFORE INCOME TAX	$	(48,934	)	$	(33,900	)

INCOME TAX PROVISION	$	-		$	-

NET GAIN/LOSS	$	(48,934	)	$	(33,900	)

Other comprehensive income:
- Foreign currency translation adjustment	$	-		$	2

Comprehensive gain/loss	$	(48,934	)	$	(33,898	)

Net income/(loss) per share- Basic and diluted	$	(0.01	)	$	(0.01	)

Weighted average number of common shares outstanding – Basic and diluted		4,825,000			4,825,000

See accompanying notes to the financial statements.

F-4

STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(In U.S. Dollars, except share data or otherwise stated)

FOR THE YEAR ENDED NOVEMBER 30, 2022 AND THE YEAR ENDED NOVEMBER 30, 2021

(Audited)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	NUMBER OF Shares		Amount		Additional Paid-in Capital		Accumulated DEFICIT			Accumulated comprehensive loss			Total STOCKHOLDERS’ EQUITY
	Common Stock
	NUMBER OF Shares		Amount		Additional Paid-in Capital		Accumulated DEFICIT			Accumulated comprehensive loss			Total STOCKHOLDERS’ EQUITY
Balance as of November 30, 2020		4,825,000	$	4,825	$	98,870	$	(109,014	)	$	(1,485	)	$	(6,804	)
Additional paid in capital as forgiven by ex shareholders		-	$	-	$	7,307	$	-		$	-		$	7,307
Net loss for the period		-	$	-	$	-	$	(33,900	)	$	-		$	(33,900	)
Foreign currency translation		-	$	-	$	-	$	-		$	2		$	2
Balance as of November 30, 2021		4,825,000	$	4,825	$	106,177	$	(142,914	)	$	(1,483	)	$	(33,395	)
Additional paid in capital as forgiven by ex shareholders		-	$	-	$	-	$	-		$	-		$	-
Net loss for the period		-	$	-	$	-	$	(48,934	)	$	-		$	(48,934	)
Foreign currency translation		-	$	-	$	-	$	-		$	-		$	-
Balance as of November 30, 2022		4,825,000	$	4,825	$	106,177	$	(191,848	)	$	(1,483	)	$	(82,329	)

See accompanying notes to financial statements.

F-5

STATEMENTS OF CASH FLOWS

(In U.S. Dollars, except share data or otherwise stated)

FOR THE YEAR ENDED NOVEMBER 30, 2022

AND

THE YEAR ENDED NOVEMBER 30, 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)


	Year Ended November 30
	2022 (Audited)			2021 (Audited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/loss	$	(48,934	)	$	(33,900	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	$	333		$	542
Loss on disposal of office equipments	$	-		$	640
Changes in operating assets and liabilities:
Accounts receivables	$	-		$	-
Prepayment	$			$	1,101
Amount due to director	$	55,401		$	18,229
Other payables and accrued liabilities	$	(6,800	)	$	12,874

Net cash used in operating activities	$	-		$	(514	)

Effect of exchange rate changes on cash and cash equivalents	$	-		$	2

Net decrease in cash and cash equivalents	$	-		$	(512	)
Cash and cash equivalents, beginning of year	$	-		$	512

CASH AND CASH EQUIVALENTS, END OF YEAR	$	-		$	-

SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes	$	-		$	-
Cash paid for interest paid	$	-		$	-

See accompanying notes to the financial statements.

F-6

LEADER HILL CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED NOVEMBER 30, 2022

AND

THE YEAR ENDED NOVEMBER 30, 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1. ORGANIZATION AND BUSINESS BACKGROUND

Leader Hill Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on August 21, 2017.

We, Leader Hill Corporation (“the Company”), are an early stage business consulting company that intends to assist start-up to mid-size companies in the East Asia region, with a focus on mainland China and Hong Kong, to operate their businesses more cost effectively through our multifaceted consulting services.

The Company’s executive office is located at 1901, Building 5, Dachong International Center, Tonggu Road, Nanshan District, Shenzhen City, GuangDong Province, 518000, China.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The financial statements for Leader Hill Corporation for the year ended November 30, 2022 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) The Company has adopted November 30 as its fiscal year end.

Use of estimates

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.

F-7

Revenue recognition

The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

The Company has assessed the impact of the guidance by performing the following five steps analysis:

Step 1: Identify the contract

Step 2: Identify the performance obligations

Step 3: Determine the transaction price

Step 4: Allocate the transaction price

Step 5: Recognize revenue

Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of Topic 606 and therefore there were no material changes to the Company’s financial statements upon adoption of ASC 606.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.

Revenue from supplies of consulting services is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the services are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported.

The Company derives its revenue from direct sales to individuals and business companies. Generally, the Company recognizes revenue when services are sold and accepted by the customers and there are no continuing obligations to the customer.

General and Administrative Expenses

For the year ended November 30, 2022, the Company has incurred a general and administrative expenses of $3,080. Of which primarily consist of legal and professional fees, transfer agent fees, audit and audit related fees and filing agent fees.

For the year ended November 30, 2021, the Company has incurred a general and administrative expenses of $48,934. Of which primarily consist of legal and professional fees, transfer agent fees, audit and audit related fees and filing agent fees.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Our cash and cash equivalents are $Nil and $Nil as of November 30, 2022 and 2021, respectively.

Accounts receivable

Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest, which are due on demand. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to adjust in the allowance when it is considered necessary.

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote, there is no accounts receivable as of November 30, 2022 and 2021.

F-8

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

Categories		Estimated useful life
Office equipment		2 years

From September 1, 2022, the office equipment’s estimated useful life had been revised to 2 years.

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

Depreciation and amortization expense, classified as operating expenses, was $333 and $542 for the year ended November 30, 2022 and 2021, respectively.

Income taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

As of November 30, 2022 and 2021, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

F-9

Net income/ (loss) per share

The Company calculates net income/ (loss) per share in accordance with ASC Topic 260 “Earnings per share”. Basic income/ (loss) per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic income/ (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.

Related parties

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.

Fair value of financial instruments:

The carrying value of the Company’s financial instruments: cash and cash equivalents, receivables, accounts payable and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), 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.

F-10

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

3. GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company having accumulated deficit of $188,848 and $142,914 as of November 30, 2022 and 2021 respectively. For the year ended November 30, 2022 and 2021, the Company has net loss of $45,934 and $33,900 respectively.

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 financial support from its 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.

4. AMOUNT DUE TO A DIRECTOR

As of November 30, 2022 and 2021, the company has an outstanding payable to director of $70,630 and $18,229 respectively, which is unsecured and non-interest bearing with no fixed terms of repayment.

Currently, our office is provided by our director, Liu Muzhen, without charge.

Our director, Liu Muzhen, has not been compensated for the services.

5. PREPAYMENT

As of November 30, 2022 and 2021, the Company has a prepayment of $Nil and $Nil.

F-11

6. PROPERTY AND EQUIPMENT, NET

SCHEDULE OF PLANT AND EQUIPMENT, NET

	As of November 30, 2022			As of November 30, 2021
Office equipment	$	2,154		$	2,709
Property and equipment gross	$	2,154		$	-
Less: Loss on disposal of office equipment	$	-		$	(640	)
Less: Accumulated depreciation	$	(333	)	$	(2,069	)
Office equipment, net	$	1,821		$	-

Depreciation, classified as operating expenses, was $333 and $542 respectively for year ended November 30, 2022 and 2021.

7. ACCRUED EXPENSES

As at November 30, 2022 and 2021, the company has an outstanding accrued expense as following:

SCHEDULE OF ACCRUED EXPENSES

	As of November 30, 2022		As of November 30, 2021
Accrued audit fee	$	3,000	$	11,000
Accrued administrative fee	$	7,124	$	4,166
Accrued transfer agent fee	$	396	$	-
Total	$	10,520	$	15,166

8. INCOME TAXES

The gain/loss before income taxes of the Company for the years ended November 30, 2022 and 2021 were comprised of the following:

	2022			2021
	For the year ended November 30
	2022			2021

Gain/loss before income taxes	$	(48,934	)	$	(33,900	)

Provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

	2022		2021
	For the year ended November 30
	2022		2021

Current:	$	-	$	-

Deferred:	$	-	$	-

F-12

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the periods presented, the Company has a number of subsidiaries that operates in different countries and is subject to tax in the jurisdictions in which its subsidiaries operate, as follows:

United States of America

The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets as of November 30, 2018 from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of November, 2022, the operations in the United States of America incurred $188,848 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2041, if unutilized. The Company has provided for a full valuation allowance of approximately $39,658 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.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of November 30, 2022 and 2021:

SCHEDULE OF DEFERRED TAX ASSETS

	As of November 30, 2022			As of November 30, 2021
Deferred tax assets:

Net operating loss carryforwards	$	39,658		$	30,012
Less: valuation allowance	$	(39,658	)	$	(30,012	)
Deferred tax assets	$	-		$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $39,658 as of November 30, 2022.

9. COMMON STOCK

On December 17, 2020, as a result of a private transactions, 4,000,000 shares of common stock, $0.001 par value per share (the “Shares”) of Leader Hill Corporation, a Nevada corporation (the “Company”), were transferred from Chia Yee Seah to certain purchasers (collectively, the “Purchasers”). As a result, the Purchasers became the holders of approximately 82.9% of the issued and outstanding share capital of the Company and our new CEO, Mr. Liu Muzhen held 2,700,000 common shares or 55.95% shareholding of the Company. The consideration paid for the Shares was $287,000. The source of the cash consideration for the Shares was personal funds of the Purchasers. In connection with the transaction, Chia Yee Seah released the Company from all debts owed to him.

As of November 30, 2022, we have authorized capital stock consisting of 75,000,000 shares of common stock, $0.001 par value per share of which 4,825,000 shares of common stock were issued and outstanding.

10. SUBSEQUENT EVENTS

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, 2022 up through the date the Company issued the financial statements.

11. SIGNIFICANT EVENT

Imposition of lockdown and other restrictive measures

On 23 January 2020, the Chinese government imposed a lockdown in Wuhan and other cities in the province of Hubei in an effort to quarantine the center of an outbreak of COVID-19. The lockdown in the city of Wuhan has set a precedent to other cities, where other cities within the country has implemented respective restrictive measures, including outdoor restrictions and closed management of communities.

Before the financial statements were made out, the Board of Directors had considered the impact of COVID-19 outbreak in China, which would have affected the financial position, performance and cash flow of the Company as ended on the reporting date thereon.

The Management concluded that the impact of non-adjusting events from the COVID-19 outbreak has not significantly affected the fair value of the financial assets or liabilities and non-financial assets of the Company, including the classification of current and non-current items that were presented on the reporting date.

F-13

Leader Hill Corp 10-K