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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
☒	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended November 30, 2024
or
☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From ________ to ________.

Commission file number 001-08589

KAT Exploration, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada		87-2737873
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

323 Sunny Isles Blvd, Suite 700 Sunny Isles, FL		33160
(Address of principal executive offices)		(Zip Code)

(561) 899-8518

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	KATX	Not applicable

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes☐ No ☒

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 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 Exchange Act 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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the common stock held by non-affiliates was approximately $183,427 based on the price at which the registrant’s common stock on the last business day of the most recently completed third fiscal quarter, August 31, 2024.

As of April 9, 2025, the registrant had 1,834,271,048 shares of common stock issued and outstanding.

KAT EXPLORATION, INC.
ANNUAL REPORT ON FORM 10-K

Table of Contents

Page

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION		ii

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

PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities.	3
Item 6.	Selected Financial Data.	4
Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.	4
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	5
Item 7B.	Subsequent Events.	5
Item 8.	Financial Statements.	6
Item 9.	Changes In and Disagreements With Accountants On Accounting And Financial Disclosure.	6
Item 9A.	Controls and Procedures.	6
Item 9B.	Other Information.	7

PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	8
Item 11.	Executive Compensation.	9
Item 12.	Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters.	10
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	10
Item 14.	Principal Accountant Fees and Services.	11

PART IV
Item 15.	Exhibits.	12

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This annual report on Form 10-K and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “expect,” “future,” “intend”, “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by us in this annual report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

PART I

Item 1.

Business.

General

KAT Exploration, Inc. (OTC “KATX”) was incorporated under the laws of the State of Nevada on July 7, 1992 under the name Select Media Communications, Inc. The Company changed its name to In Full Affect, Inc in February 2005, and then to Western Transitions, Inc. in May 2005 and then to KAT Exploration, Inc. in May 2009. The Company maintains its principal executive offices at 323 Sunny Isles Blvd, Suite 745, Sunny Isles, FL, Telephone Number +1 (561) 899-8518. KATX is authorized to issue 2,450,000,000 shares of common stock, .001 par value. The Company had 1,834,271,048 shares of common stock issued and outstanding at April 9, 2025.

The Company has had limited operations since November 30, 2015, and is a “shell company” as defined in Rule 13b-2 of the Exchange Act. Such operations consist of a search for appropriate transactions such as a merger, acquisition, reverse merger or other business combination with an operating business or other appropriate financial transaction. See “Current Business” below.

Current Business

From November 30, 2015, the Company’s operations ceased. The company failed to maintain their OTC and SEC filings at that time. On June 19, 2021, Acropolis Capital Partners was granted the Custodian for KAT Exploration, Inc. (KATX). Acropolis is qualified to serve as custodian because it has satisfied the requirements of NRS 78.347(2). Ash has established a “reasonable likelihood of success” on the merits and that if the relief is not granted, KATX and its shareholders, including Ash will suffer “irreparable harm” because KATX is delinquent in its filing and reporting obligations with OTC Markets. Ryan Ash has appointed Caren Currier as Interim CEO to bring the company current and in good standings while in of a search for a merger, acquisition, reverse merger or a business transaction opportunity with an operating business or other financial transaction; however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during this period we do not expect to achieve sufficient income to offset our operating expenses, resulting in operating losses that may require us to use and thereby reduce our limited cash balance.

Subsequent to the year ended November 30, 2024, the Company entered into a joint venture with GS Mining Company LLC (“GS Mining”), whereby GS Mining contributed mine leases and other agreements to a newly created limited liability owned 80% by the Company. The purpose of the joint venture is to develop, market, and operate a gold mining and milling company in the State of Colorado. The Company has committed to providing $3.5 million in funding to upgrade the mines and facilities that are a part of the joint venture.

Competition

KAT Exploration, Inc. is in direct competition with many other entities in its efforts to locate suitable transactions. Currently, there are several small-scale mining operations and junior mining companies operating in Colorado where our joint venture with GS Mining operates.

Small-Scale Commercial Operations:

	·	Use excavators, wash plants, or small mills.
	·	Compete for high-potential claims and permits.
	·	Often family-owned or investor-backed LLCs.
	·	Higher investment needs and regulatory compliance.

Junior Mining Companies

	·	May explore and do test drilling or partner with larger firms.
	·	Compete for exploration rights, funding, and long-term claims.
	·	Focused more on discovery and resale than long-term extraction.

We consider ourselves a small-scale operator.

Employees and Consultants

The Company currently has one employee. Gregory Klok serves as Chief Executive Officer and Chief Financial Officer.

Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that KAT Exploration, Inc. will have any full-time or other employees, except as may be the result of completing a transaction.

Available Information

Members of the public may read and copy any materials we file with the SEC. The SEC maintains a website that contains reports and information statements and other information about us and other issuers that file electronically at http://www.sec.gov.

Item 1A.

Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 1B.

Unresolved Staff Comments

None.

Item 1C.

Cybersecurity.

Risk

As an early stage developing company we depend on the digital technologies of third parties. Accordingly, the Company and third parties may be subject to attacks on or security breaches in our or their systems. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. The Audit Committee of the Company Board, on the Board’s behalf, will periodically review all enterprise risk management issues, including cyber risk. In the event of a cybersecurity incident impacting us, the management team will report to the Board and provide updates on the management team’s incident response plan for addressing and mitigating any risks associated with such an incident.

As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.

Item 2.

Properties.

None.

Item 3.

Legal Proceedings.

We are not aware of any legal proceeding to which any director or officer or any of their affiliates is a party adverse to our Company or in which such persons have a material interest adverse to our Company.

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.

Our common stock is quoted on OTC Markets an inter-dealer quotation system. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. On November 30, 2024, our common stock was held by 96 shareholders of record.

Period	High		Low
Quarter Ended 11/30/2024	$	.00029	$	.0002
Quarter Ended 8/31/2024	$	.0005	$	.0003
Quarter Ended 5/31/2024	$	.00001	$	.00001
Quarter Ended 2/28/2024	$	.0005	$	.0005
Quarter Ended 11/30/2023	$	.0028	$	.0005
Quarter Ended 8/31/2023	$	.0008	$	.0006
Quarter Ended 5/31/2023	$	.0017	$	.0007
Quarter Ended 2/28/2023	$	.0021	$	.0011

Transfer Agent

The transfer agent of the Company’s common stock is Securities Transfer Corporation.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Services

On May 24, 2024 we entered into a convertible promissory note with an investor for $50,000. The note is for 12 months with interest accruing at 18% per annum. The note is convertible at the option of the holder into shares of the Company’s common stock at a Conversion Price per share equal to 80% of the average end of day volume weighted average price per share (“VWAP”) for the Company’s common stock for the ten trading days immediately prior to the Conversion Date. The note will automatically convert into shares of common stock upon the happening of certain trigger events related to acquisition of assets, mine production, an exchange listing or a significant equity offering.

On June 10, 2024, we entered into a convertible promissory note with an investor for $50,000. The note is for 12 months with interest accruing at 18% per annum. The note is convertible at the option of the holder into shares of the Company’s common stock at a Conversion Price per share equal to 80% of the average end of day volume weighted average price per share (“VWAP”) for the Company’s common stock for the ten trading days immediately prior to the Conversion Date. The note will automatically convert into shares of common stock upon the happening of certain trigger events related to acquisition of assets, mine production, an exchange listing or a significant equity offering.

On July 29, 2024, we entered into a convertible promissory note with an investor for $50,000. The note is for 12 months with interest accruing at 18% per annum. The note is convertible at the option of the holder into shares of the Company’s common stock at a Conversion Price per share equal to 80% of the average end of day volume weighted average price per share (“VWAP”) for the Company’s common stock for the ten trading days immediately prior to the Conversion Date. The note will automatically convert into shares of common stock upon the happening of certain trigger events related to acquisition of assets, mine production, an exchange listing or a significant equity offering.

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

We have not repurchased any shares of our common stock during the fiscal years ended November 30, 2024 and 2023.

Item 6.

Selected Financial Data.

Smaller reporting companies are not required to provide the information required by 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 the selected historical consolidated financial data and consolidated financial statements and notes thereto appearing elsewhere in this annual report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. See “Special Note Regarding Forward-Looking Information.”

General

The Company has limited operations and is actively seeking merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance. For further information on the Company’s plan of operation and business, see Item I, Current Business. Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, the Company expects to continue to incur a loss of between $10,000 to $12,000 for the fourth quarter ending November 30, 2024 and thereafter of between $1,000 to $2,000 per quarter. The increase in fourth quarter expenses relates to a Company audit and 10K filings.

Results of Operations and Financial Condition

During the year ended November 30, 2024, the Company had a loss from operations of $184,802. The loss is attributable to the consulting fee and accounting expenses incurred during the year. During the year ended November 30, 2023, the loss from operations was $56,330.00.

Liquidity and Capital Resources

Stockholders’ deficit as of November 30, 2024 was $193,055, as compared to $18,518 at November 30, 2023. The changes was due to the business being dormant since November 30, 2015.

The Company had cash on hand at November 30, 2023 of $522, as compared to $ NIL at November 30, 2023.

The Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.

The payment of any cash distribution or dividend is subject to the discretion of the Company’s Board of Directors. At this time the Company has no plans to pay any cash distributions or dividends in the foreseeable future.

Off-Balance Sheet Arrangements

None.

Recently Issued Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 7B.

Subsequent Events

None

Item 8.

Financial Statements.

KAT EXPLORATION, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of November 30, 2024, and 2023	F-3
Statements of Operations for the Years ended November 30, 2024, and 2023	F-4
Statements of Stockholders’ Deficit for the Years ended November 30, 2024, and 2023	F-5
Statements of Cash Flows for the Years ended November 30, 2024, and 2023	F-6
Notes to the Financial Statements	F-7

Item 9.

Changes In and Disagreements With Accountants On Accounting And Financial Disclosure.

None

Item 9A.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer who is also the Principal Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period reported in this annual report (the “Evaluation Date”), concluded that our disclosure controls and procedures were effective and designed to ensure that material information relating to the Company is accumulated and would be made known to them by others as appropriate to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer, who is also the Company’s Principal Financial Officer, to provide reasonable assurance to the Company’s Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Internal control over financial reporting including those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and dispositions of the Company’s assets; (2) provide reasonable assurances that the Company’s transactions are recorded as necessary to permit preparation of the Company’s financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (3) 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 Company’s financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of November 30, 2022 and concluded that such internal controls are effective. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Controls – Integrated 1992 Framework.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

During the Company’s fourth fiscal quarter ended November 30, 2024, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.

Other Information.

During the quarter ended November 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

We do not maintain written insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations applicable to us. We have failed to do so due to limited number of members of management, limited resources, and the lack of equity awards granted to management.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The directors and executive officers of the Company are as follows:

Name		Age		Position
Gregory Klok		49		President, Chief Executive Officer, Principal Financial Officer and Director

Mr. Klok has over 20 years of mining operations experience and was one of the Co-founders of Consolidated Mining Inc, a company formed to research and mine precious minerals and develop business opportunities globally. Since the 1990’s he has been involved in mining operations internationally including Mexico, Peru, Colombia, West Africa and North America. He has managed placer and hard rock mining operations, completed major infrastructure work and managed a work force of over 60 people during the production phase of several mining operations. Between 2003 and 2007 prior to co-founding Consolidated Mining he worked with Gekko systems to design and set up a custom placer processing plant for Inca Minerals to evaluate their Kiabamba Gold River Project and was responsible for dealing with local customs and mining authorities to import equipment obtain mining permits for Inca Minerals in Peru. He was also head of exploration for Hamilton mining SARL where he was responsible for evaluating the Tinkisso River Dredging Permit.

The Company’s Board of Directors is responsible for establishing broad corporate policies and for overseeing our overall management. In addition to considering various matters which require board approval, the Board provides advice and counsel to, and ultimately monitors the performance of, our executive officer(s). All directors hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Officers are elected to serve, subject to the discretion of the Board, until their successors are appointed. The Company has not held an annual meeting of stockholders since 2003.

On March 9, 2023, Caren Currier resigned and transferred her roles to Dr. Christopher Krause. On September 14, 2023, Dr. Christopher Krause resigned and transferred his roles to Mr. Gregory Klok.

Board Leadership Structure

Mr. Gregory Klok is our Chief Executive Officer and leads our Board of Directors. We have not designated a lead independent director. We believe that this structure is appropriate for the Company at this time. Specifically, we believe that the current leadership structure provides leadership and engagement while we seek and evaluate opportunities. Because we do not currently have any operations, we believe the potential risks of concentration of authority are outweighed by the efficiency of having the same person serve as Chief Executive Officer and Chairman.

Role of the Board in Risk Oversight

One of the key functions of our Board of Directors is informed oversight of our Company’s risk management processes. Our Board administers its oversight functions primarily through monitoring and assessing risks through its full membership rather than through standing committees, including assessing significant financial risks and risks of compliance with legal and regulatory requirements.

Committees of the Board

Our Board of Directors does not have any committees. We believe this structure is appropriate in light of the Company’s current capital structure and level of operations. If the Company’s capital structure, level of operations or Board composition changes significantly, we intend to consider forming formal audit and/or compensation committees and to adopt appropriate written charters for such committees. Currently, however, there are no plans to appoint certain directors to specific committees. Until such time as an audit committee or compensation committee is formed, the full Board of Directors will continue to conduct the functions typically assigned to those committees.

Family Relationships

There are no family relationships among our directors and any of our executive officers.

Audit Committee Financial Expert

None of our directors are eligible to qualify as an “audit committee financial expert” as that term is defined in Regulation S-K promulgated under the Exchange Act. If and when the Company commences operations and adds independent directors to serve on its board, it expects to add one or more such persons who qualify as “audit committee financial expert.”

Code of Ethics

We do not currently have a code of ethics. We believe this approach is appropriate in light of the Company’s current capital structure and level of operations, but we expect to continue to evaluate the appropriateness of adopting a code of ethics as our Company continues to develop.

Communication to the Board of Directors

You may contact our Board of Directors or any director by mail addressed to the attention of our entire Board or the specific director identified by name or title, at KAT Exploration, Inc. 323 Sunny Isles Blvd, Suite 745, Sunny Isles, FL. All communications will be submitted to our Board or the specified director on a periodic basis.

Item 11.

Executive Compensation.

For each of the fiscal years ended November 30, 2024 and 2023 the Company there was no direct compensation awarded to, earned by or paid by us to any of our executive officers.

Stock Options/SAR Grants

There were no (i) stock option/SARs grants, (ii) aggregated option/SAR exercises or (iii) long-term incentive plan awards in the fiscal years ended November 30, 2024 and 2023.

Compensation of Directors

All directors are eligible to receive a fee of $100 for each Board of Directors meeting attended.

The members of the Board as a group received no director fees covering the fiscal years ended November 30, 2024 and 2023. All Board meetings were held telephonically.

Director Compensation for the Fiscal Years Ended November 30, 2024 and 2023

Name		Fees Earned or Paid in Cash		Stock Awards		Option Awards		All Other Compensation		Total
Gregory Klok		–		–		–		–		–

Item 12.

Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table, together with the accompanying footnotes, sets forth information, as of May 19, 2024, regarding stock ownership of all persons known by KAT Exploration Inc.to own beneficially more than 5% of the Company’s outstanding common stock, and named executive officers, directors, and all directors and officers of KAT Exploration Inc. as a group:

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Outstanding Shares
Gregory Klok 323 Sunny Isles Blvd, Suite 745, Sunny Isles, FL		(1)		(1)

(1) Mr. Klok owns 1,000 shares of the Company’s Series A Preferred Stock constituting 100% of the class. The Series A Preferred Stock has voting rights equal to 66% of the issued and outstanding shares of the Company.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

Since the beginning of the fiscal years ended November 30, 2024 and 2023, the Company has not been a party to any related party transactions.

Director Independence

Based upon a review of the material relationships between our directors and our Company, we have determined that none of our directors are eligible for designation as “independent directors” as defined under the applicable rules of The Nasdaq Stock Market, which we have voluntarily adopted as our standard for director independence. However, this information is provided for disclosure purposes only. Because we do not have shares listed for trading on any securities exchange, our Company is not required to have any independent directors on its Board of Directors, or any particular committee of the Board of Directors.

Item 14.

Principal Accountant Fees and Services.

Ola Oyebola & Co. has served as the Company’s independent public accountant since March 2022.

The following table summarizes the aggregate fees billed by the Company’s independent registered public accounting firm Somerset, for audit services for each of the last two fiscal years and for other services rendered to the Company in each of the last two fiscal years.

	Fiscal Year Ended
	November 30, 2024		November 30, 2023
Audit Fees⁽¹⁾	$	5,000	$	5,000
Audit-Related Fees⁽²⁾		–		–
Tax Fees⁽³⁾		–		–
All Other Fees⁽⁴⁾		–		–
Total	$	5,000	$	5,000

_______________________

(1)	Audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements.
(2)	Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees”. No such services were provided during the periods reported.
(3)	Tax fees consist of fees for tax compliance, tax advice and tax planning services. Tax compliance services, which relate to the preparation of tax returns, claims for refunds and tax payment-planning services, accounted for all of the tax fees incurred for services provided for the 2024 and 2023 fiscal years.
(4)	The Company was not billed by its independent registered public accounting firm for any other services rendered for the 2024 or 2023 fiscal year.

All Other Fees

Any permitted non-audit services are pre-approved by the Board of Directors or a non-employee director pursuant to delegated authority by the Board of Directors, other than de minimus non-audit services for which the pre-approval requirements are waived in accordance with the rules and regulations of the Securities and Exchange Commission.

PART IV

Item 15.

Exhibits and Financial Statement Schedules.

Exhibit Number		Description of Exhibit
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
32.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	KAT Exploration, Inc.

	By:	/s/ Gregory Klok
		Gregory Klok Title: Chief Executive Officer and Chief Financial Officer

April 30, 2025

KAT EXPLORATION, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 5968)	F-2
Balance Sheets as of November 30, 2024, and 2023	F-3
Statements of Operations for the Years ended November 30, 2024, and 2023	F-4
Statements of Stockholders’ Deficit for the Years ended November 30, 2024, and 2023	F-5
Statements of Cash Flows for the Years ended November 30, 2024, and 2023	F-6
Notes to the Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of KAT EXPLORATION, INC.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Kat Exploration, Inc. (the "Company") as of November 30, 2024, and 2023 and the related statements of operations, changes in shareholders' equity and cash flows, for each of the year 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 the two years ended November 30, 2024, and 2023, in conformity with U.S. generally accepted accounting principles.

Going Concern

The accompanying financial statements have been prepared assuming the company will continue as a going concern as disclosed in Note 3 to the financial statement, the Company has continuously incurred a net loss of $179,537 for the year ended November 30, 2024, and an accumulated deficit of $2,911,380 at November 30, 2024. The continuation of the Company as a going concern through November 30, 2024, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due.

These factors raise substantial doubt about the company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the 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 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. 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 financial statements. We believe that our audits provide a reasonable basis for our opinion. 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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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. We determined that there are no critical matters.

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

We have served as the Company's auditor since March 2022.

April 22 , 2025

Lagos Nigeria

F-2

KAT EXPLORATION, INC.

BALANCE SHEETS


	November 30, 2024			November 30, 2023
ASSETS
Current Assets:
Cash and bank	$	522		$	–
Prepaid rent		–			5,000

Total Assets	$	522		$	5,000

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Due to Parties	$	185,160		$	10,925
Accrued Expense and Accounts Payable		13,417			12,593
Total Liabilities		198,578			23,518

Stockholders' Deficit:
Common stock, $0.001 par value; 1,834,271,048 shares issued and outstanding as of November 30, 2024 and 1,834,271,048 as of November 30, 2023		1,834,271			1,834,271
Additional paid-in capital		884,054			884,054
Accumulated deficit		(2,916,380	)		(2,736,843	)

Total Stockholders’ Deficit		(198,055	)		(18,518	)

Total Liabilities and Stockholders' Deficit	$	522		$	5,000

The accompanying notes are an integral part of these financial statements.

F-3

KAT EXPLORATION INC.

STATEMENTS OF OPERATIONS


	For the Years Ended
	November 30,
	2024			2023
Revenue	$	–		$	–

Operating Expenses:
General & administrative expenses		179,537			56,330
Total operating expenses		179,537			56,330

Loss from operations		(179,537	)		(56,330	)

Other Income / (Expense)		–			–

Net Income / (loss)	$	(179,537	)	$	(56,330	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)

Basic and diluted weighted average shares		1,834,271,048			1,834,271,048

The accompanying notes are an integral part of these financial statements.

F-4

KAT EXPLORATION INC.

STATEMENT OF CHANGES IN STOCKHOLDERS (DEFICIT)

For the Years Ended November 30, 2024, and 2023


					Additional					Total
	Common Stock				Paid in		Accumulated			Shareholders'
	Shares		Amount		Capital		Deficit			Deficit

Balance - December 1, 2020		1,759,271,048	$	1,759,271	$	864,100	$	(2,623,371	)	$	–

Net Loss for the year		–		–		–		(13,000	)		(13,000	)
Balance - November 30, 2021		1,759,271,048		1,759,271		864,100		(2,636,371	)		(13,000	)

Common Stock issued for consulting services		30,000,000		30,000		–		–			30,000
Common Stock issued for employee compensation		5,000,000		5,000		–		–			5,000
Net loss for the year		–		–		–		(44,142	)		(44,142	)
Balance - November 30, 2022		1,794,271,048	$	1,794,271	$	864,100	$	(2,680,513	)	$	(22,142	)

Common Stock issued for consulting services		40,000,000		40,000		–		–			40,000
Additional paid-in capital		–		–		19,954		–			19,954
Net loss for the year		–		–		–		(56,330	)		(56,330	)
Balance - November 30, 2023		1,834,271,048	$	1,834,271	$	884,054	$	(2,736,843	)	$	(18,518	)

Common Stock issued for consulting services		–		–		–		–			–
Additional paid-in capital		–		–		–		–			–
Net loss for the year		–		–		–		(179,537	)		(179,537	)
Balance - November 30, 2024		1,834,271,048	$	1,834,271	$	884,054	$	(2,916,380	)	$	(198,055	)

The accompanying notes are an integral part of these financial statements.

F-5

KAT EXPLORATION, INC.

STATEMENTS OF CASH FLOWS


	For the Years Ended
	November 30,
	2024			2023
Cash flows from operating activities:

Net loss	$	(179,537	)	$	(56,330	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities		180,059			(3,749

Net cash used in operating activities		522			(60,079	)

Cash flows from investing activities		–			–

Cash flows from financing activities		–			19,954
Common stock issued for services		–			40,000
Net cash used in financing activities		–			59,954

Net increase (decrease) in cash		522			(125	)

Cash, beginning of year		–			125

Cash, end of year	$	522		$	–

The accompanying notes are an integral part of these financial statements.

F-6

KAT EXPLORATION, INC.

Notes to the Financial Statements

November 30, 2024 and 2023

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Kat Exploration Inc. was incorporated under the laws of the State of Nevada on July 7, 1997. For purposes of financial statements presentation. The Company has limited operations and is actively seeking merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance. The Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount.

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. There were $522 in cash equivalents for the years ended November 30, 2024 and $NIL in 2023.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:

Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.

Level 3: Level 3 inputs are unobservable inputs.

F-7

The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values.

The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.

Income Taxes

We follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

We adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the years ended November 30, 2024 and 2023, the diluted loss per share is the same as the basic loss per shares as the inclusion of any potentially dilutive shares would result in anti- dilution due to the net loss incurred by the Company

Recent Accounting Pronouncements

The Company has implemented all applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-8

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming the company will continue as a going concern as disclosed in Note 3 to the financial statement, the Company has continuously incurred a net loss of $179,537 for the year ended November 30, 2024, and an accumulated deficit of $2,916,380 at November 30, 2024. The continuation of the Company as a going concern through November 30, 2024, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

These factors raise substantial doubt about the company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.

NOTE 4 – INCOME TAXES

The Company’s deferred tax asset relates to net operating losses that may be carried forward to future years. At November 30, 2024, the Company has available net operating losses of $2,911,380 and $2,911,380 for federal and state income taxes, respectively.

No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will not be utilized. Accordingly, the potential tax benefits of the loss carry-forward are offset by a valuation allowance of the same amount. The Company’s increase in valuation allowance of NIL during the year ended November 30, 2023, was recorded to offset the deferred tax benefit of the Company’s tax loss for the year.

The Company’s decrease in valuation of $NIL during the year ended November 30, 2024, was recorded to offset the deferred tax expense incurred during the year ended November 30, 2023, which was attributable to the change in the federal statutory rate which impacted the deferred tax asset associated with the Company’s net operating losses that can be utilized to offset future taxable income of the Company.

Net deferred tax assets consist of the following components as of:


	November 30, 2024		November 30, 2023
Federal income tax benefit attributable to:
Current Operations	$	–	$	–
Less: valuation allowance		–		–
Net provision for Federal income taxes	$	–	$	–

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the fiscal years ending, due to the following:


	November 30, 2024		November 30, 2023
Deferred tax asset attributable to:
Net operating loss carryover	$	–	$	–
Less: valuation allowance		–		–
Net deferred tax asset	$	–	$	–

F-9

As of November 30, 2024, and 2023, the Company does not believe that it has taken any tax positions that would require the recording of any additional tax liability, nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next twelve months. The Company’s income tax returns are subject to examination by the appropriate taxing jurisdictions. As of November 30, 2024, the Company’s income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.

NOTE 5 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

None.

F-10

KAT EXPLORATION, INC. 10-K