UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~February~~May 2931, 2024

☐ 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: 024-11289

HESTIA INSIGHT INC.

(Exact name of Registrant as specified in its charter)

Nevada		85-0994055
(State of incorporation)		(I.R.S. Employer Identification No.)

400 S. 4th Street Suite 500

Las Vegas, NV 89101

(Address of principal executive offices) (zip code)

(702) 793-4028

(Registrant’s telephone number, including area code)

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 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 and post 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. ☐

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

(Title of class)

As of ~~April~~July 1815, 2024, 27,939,260 shares of common stock, par value $0.001 per share, were issued and outstanding.

HESTIA INSIGHT INC.

FORM 10-Q

~~February~~May 2931, 2024

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of February 29, 2024 (Unaudited) and November 30, 2023 (Unaudited)	1
	Consolidated Balance Sheets as of May 31, 2024 (Unaudited) and November 30, 2023 (Unaudited)	1
	Consolidated Statements of Operations for the Three months ended February 29, 2024 (Unaudited) and February 28, 2023 (Unaudited)	2
	Consolidated Statements of Operations for the Three and Six months ended May 31, 2024 (Unaudited) and May 31, 2023 (Unaudited)	2
	Consolidated Statement of Changes in Stockholders’ Equity for the Three months ended February 29, 2024 (Unaudited) and February 28, 2023 (Unaudited)	3
	Consolidated Statement of Changes in Stockholders' Equity for the Six months ended May 31, 2024 (Unaudited) and May 31, 2023 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Three months ended February 29, 2024 (Unaudited) and February 28, 2023 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Six months ended May 31, 2024 (Unaudited) and May 31, 2023 (Unaudited)	4
	Notes to Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-033.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Unless otherwise indicated, references in this report to “we,” “us” or the “Company” refer to Hestia Insight Inc. and its subsidiaries.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

HESTIA INSIGHT INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of ~~February~~May 2931, 2024 (Unaudited) and November 30, 2023 (Unaudited)

	February 29, 2024			November 30, 2023
	May 31, 2024			November 30, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	9761,~~856~~444		$	93,890
Investments in equities		821,~~407~~276,903			73,006
Accounts Receivable; net of allowance for doubtful accounts of $0 and $0 as of February 29, 2024, and November 30, 2023, respectively.		8,000			-
Accounts Receivable; net of allowance for doubtful accounts of $0 and $0 as of May 31, 2024, and November 30, 2023, respectively.		24,000			-
Total current assets		~~188~~1,~~263~~362,347			166,896
FIXED ASSETS:
Vending machines; net of accumulated depreciation of $7,722 and $6,510 as of February 29, 2024, and November 30. 2023, respectively.		26,230			27,442
Vending machines; net of accumulated depreciation of $8,934 and $6,510 as of May 31, 2024, and November 30. 2023, respectively.		25,018			27,442
Total fixed assets		2625,~~230~~018			27,442
OTHER ASSETS:
		-			-
TOTAL ASSETS	$	~~214~~1,~~493~~387,366		$	194,338
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	1028,~~693~~976		$	16,214
Related Party – Note Payable		5053,~~375~~931			-
Total current liabilities		6182,~~068~~907			16,214
LONG TERM LIABILITIES:
		-			-
TOTAL LIABILITIES		6182,~~068~~907			16,214
STOCKHOLDERS’ EQUITY:
Common stock, par value $0.001 per share; 285,000,000 shares authorized; 27,939,260 and 27,939,260 shares issued and outstanding as of February 29, 2024, and November 30, 2023, respectively.		27,939			27,939
Common stock, par value $0.001 per share; 285,000,000 shares authorized; 27,939,260 and 27,939,260 shares issued and outstanding as of May 31, 2024, and November 30, 2023, respectively.		27,939			27,939
Cancelled Shares, 5,100,000 and 5,100,000 shares as of February 29, 2024, and November 30. 2023, respectively [Note 7 and Note 8].		5,100			5,100
Cancelled Shares, 5,100,000 and 5,100,000 shares as of May 31, 2024, and November 30. 2023, respectively [Note 7 and Note 8].		5,100			5,100
Additional paid in capital		901,613			901,613
Accumulated earnings/(deficits)		~~(781~~369,~~227~~807	)		(756,528	)
Total stockholders’ equity		~~153~~1,~~425~~304,458			178,124
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~214~~1,~~493~~387,366		$	194,338

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

HESTIA INSIGHT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three and six months ended ~~February 29~~May 31, 2024, and ~~February 28~~May 31, 2023 (Unaudited)

	For the Three Months Ended
	For the Three Months Ended May 31,						For the Six Months Ended May 31,
	February 29, 2024			February 28, 2023
	2024			2023			2024			2023
REVENUE:
Consulting revenue	$	381,~~000~~241,401		$	~~500~~30,000		$	1,279,401		$	30,500
Total revenue		381,~~000~~241,401			~~500~~30,000			1,279,401			30,500
COST OF REVENUE:
Cost of revenue		-			-			-			-
Total cost of revenue		-			-			-			-
GROSS PROFIT		381,~~000~~241,401			~~500~~30,000			1,279,401			30,500
OPERATING EXPENSE:
Selling, general and administrative expense		7291,~~851~~576			~~127~~86,~~331~~212			164,427			226,935
Total operating expense		7291,~~851~~576			~~127~~86,~~331~~212			164,427			226,935
OPERATING INCOME/(LOSS)		~~(34~~162,~~851~~645	)		(~~126~~56,~~831~~212	)		127,794			(196,435	)
OTHER INCOME/(EXPENSE):
Interest & dividend income		~~1,125~~900			~~900~~750			2,025			1,650
Realized gain/(loss) on equity investments					27,610
Gain/(Loss) on Sale of Capital Assets		-			(25,233	)		-			(25,233	)
Unrealized gain/(loss) on equity investments		9,402			(50,407	)
Realized gain/(loss) on equity investments		24,152			4,997			24,152			32,607
Interest expense		(375	)		-
Unrealized gain/(loss) on equity investments		-			(44,113	)		9,402			(94,520	)
Bad debt expense					(5,185	)
Interest expense		(1,581	)		-			(1,956	)		-
Total other income/(expense)		10,152			(27,082	)
Bad debt expense		-			-			-			(5,185	)
INCOME/(LOSS) BEFORE TAXES		(24,699	)		(153,913	)
Total other income/(expense)		23,471			(63,599	)		33,622			(90,681	)
Tax expense		-			-
INCOME/(LOSS) BEFORE TAXES		1,173,296			(119,811	)		1,148,597			(287,116	)
NET INCOME/(LOSS)	$	(24,699	)	$	(153,913	)
Tax expense		-			-			-			-
Basic net income/(loss) per common share	$	(0.001	)	$	(0.005	)
NET INCOME/(LOSS)	$	1,173,296		$	(119,811	)	$	1,148,597		$	(287,116	)
Diluted net income/(loss) per common share	$	(0.001	)	$	(0.005	)
Basic net income/(loss) per common share	$	0.007		$	(0.00	)	$	0.006		$	(0.01	)
Ave. common shares outstanding – Basic and Diluted		27,939,260			27,939,260
Diluted net income/(loss) per common share	$	0.007		$	(0.00	)	$	0.006		$	(0.01	)
Ave. common shares outstanding – Basic and Diluted		27,939,260			27,939,260			27,939,260			27,939,260

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

HESTIA INSIGHT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the ~~three~~six months ended ~~February 29~~May 31, 2024 ~~(Unaudited)~~ and ~~February 28~~May 31, 2023 (Unaudited)

	Common Stock par value $0.001				CancelledShares		Additional Paid In		Accumulated Earnings/			TotalStockholders’
	Shares		Amount		$		Capital		(Deficit)			Equity
Balance November 30, 2023		27,939,260	$	27,939	$	5,100	$	901,613	$	(756,528	)	$	178,124
Net Loss for period				-		-		-		(24,699	)		(24,699	)
Balance February 29, 2024		27,939,260	$	27,939	$	5,100	$	901,613	$	(781,227	)	$	153,425
Balance November 30, 2022		27,939,260	$	27,939	$	5,100	$	901,613	$	(256,123	)	$	678,529
Net Loss for period				-		-		-		(153,913	)		(153,913	)
Net Loss for the 6-month period				-		-		-		(287,116	)		(287,116	)
Balance February 28, 2023		27,939,260	$	27,939	$	5,100	$	901,613	$	(410,036	)	$	524,616
Balance May 31, 2023		27,939,260	$	27,939	$	5,100	$	901,613	$	(543,239	)	$	391,413
Balance November 30, 2022		27,939,260	$	27,939	$	5,100	$	901,613	$	(256,123	)	$	678,529
Net Gain (Loss) for 12-month period				-		-		-		(500,405	)		(500,405	)
Balance November 30, 2023		27,939,260	$	27,939	$	5,100	$	901,613	$	(756,528	)	$	178,124
Net Gain (Loss) for 6-month period				-		-		-		1,148,597			1,148,597
Unrealized Gain/(Loss) on Equities / Glendale Sec.										(22,262	)		(22,262	)
Balance May 31, 2024		27,939,260	$	27,939	$	5,100	$	901,613	$	369,807		$	1,304,459

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

HESTIA INSIGHT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~three~~six months ended ~~February 29~~May 31, 2024, and ~~February 28~~May 31, 2023 (Unaudited)

	For theThree months Ended
	For the Six months Ended
	February 29, 2024			February 28, 2023
	May 31, 2024			May 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(Loss)	$	~~(24~~1,~~699~~148,597	)	$	(~~153~~287,~~912~~116	)
Adjustments to reconcile net income/(loss) to operating cash flows:
Realized loss (gain) on investment equities		-			(27,610	)
Realized loss on sale of capital assets					25,233
Unrealized loss (gain) on investment equities		(9,402	)		50,407
Realized loss (gain) on investment equities					(32,607	)
Depreciation expense		1,212			6,777
Unrealized loss (gain) on investment equities		(22,262	)		94,520
Depreciation expense		2,424			10,809
Bad Debt Expense					5,185
Changes in operating asset and liability account balances:
Accounts receivable and lease interest receivable		(8,000	)		-
Accounts payable and accrued interest payable		(24,000	)		1,790
Accounts payable and accrued interest payable		(5,145	)		12,277
Credit card payable		27,504			-
NET ADJUSTMENTS		(21,335	)		47,036
Accrued interest payable- loan related party ECL		(14,742	)		-
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	$	(46,034	)	$	(106,876	)
NET ADJUSTMENTS		(31,076	)		104,930
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	$	1,117,521		$	(182,186	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds (used in) purchase of vending machines		-			(385	)
Proceeds (used in) purchase of investment equities		-			(9,170	)
Proceeds from sale of capital assets		-			27,000
Proceeds provided by investment equities		-			52,227
Proceeds from (used in) purchase of investment equities		(1,203,897	)		(22,140	)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES	$	-		$	42,672
Proceeds provided by investment equities					76,033
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES	$	(1,203,897	)	$	80,508
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds provided by related party loan		5053,~~000~~931			-
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES	$	5053,~~000~~931		$	-
NET INCREASE (DECREASE) IN CASH		3(32,~~966~~445	)		(64101,~~204~~678	)
CASH – BEGINNING OF PERIOD		93,890			252,956
CASH – END OF PERIOD	$	9761,~~856~~444		$	~~188~~151,~~752~~278

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

HESTIA INSIGHT INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~February~~May 2931, 2024

Note 1 – Organization and basis of accounting

Nature of Organization

Hestia Insight Inc. (“Hestia” or the “Company”) was incorporated in the State of Nevada on November 19, 2003, and was formerly known as Luxshmi Investments, Inc. until it changed its name on March 27, 2019. The Company is focused primarily on the healthcare and biotech sectors through the Company’s two wholly owned operating subsidiaries, Hestia Investments Inc. (“Hestia Investments”), and HSTA HEALTH INC., d/b/a Hestia Vending (“Hestia Vending”). Hestia Investments provides strategic consulting, medical supply sales and marketing support, management, and capital markets advisory services for select micro, small and medium sized companies within the healthcare and biotech sectors. Hestia Vending operates within the healthy food, beverage and wellness products industry and the smart vending machine industry. The Company is positioned to make strategic acquisitions of emerging growth companies with unique sciences and technologies. The Company intends to pursue the acquisition and development of healthcare related technologies in the healthcare and biotech sectors through acquisition, licensing, or joint ventures. The Company will also consider a third avenue of investing in certain technologies. The Company entered the healthcare sector to explore emerging healthcare technologies, especially growth companies that own and develop unique sciences and technologies.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Hestia Insight Inc. (“Hestia” or the “Company”) consolidated with the accounts of its wholly owned subsidiaries Hestia Investments, Inc., a Wyoming corporation and HSTA Health, Inc., d/b/a Hestia Vending, a Nevada corporation. In these notes, the terms “us,” “we” or “our” refer to Hestia Insight Inc. and its consolidated subsidiary.

The accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is a development stage enterprise devoting substantial efforts to establishing its new business, financial planning, raising capital, and research into investments and services which may become part of the Company’s investment and services portfolios. The Company has not realized significant revenues from inception through the date of these financial statements. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.

Presented as a Going Concern

The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that we will be able to raise additional equity capital or be successful in the development and commercialization of the investments and services it develops or enters into collaboration agreements thereon. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the reclassification or the amounts that can be recovered from receivables or other assets, or the reclassification or the amounts of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 2 – Summary of significant accounting policies

Cash and Cash Equivalents

For purposes of reporting within the balance sheets and the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, cash on deposit in attorney trust accounts, and all highly liquid debt instruments purchased with a maturity of six months or less to be cash and cash equivalents.

Prepaid Expenses

The Company records amounts which have been paid in advance of receiving future economic benefits anticipated by the payment as prepaid expenses. Prepaid expenses are recorded as assets and expensed over the period that the benefits are received from the payment. The Company recorded as prepaid expenses of $0 and $0 for the three months ended ~~February~~May 2931, 2024, and the year ended November 30, 2023, respectively.

Investments in Equities

ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides a framework for measuring fair value in accordance with generally accepted accounting principles.

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows:

●

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

●

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

●

Level 3 – Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

For those investments in equities, including equity securities and partnership interests, that have a “readily determinable fair value,” as defined in ASC Topic 321 and discussed below, or are traded in a verifiable public market and are not restricted for sale in the public market by a restricted stock legend, or can otherwise be reasonably valued using the three levels of the fair value hierarchy under ASC Topic 820 discussed above, we present and carry our investments at their estimate of fair value at net asset value (NAV) as of the balance sheet date. For these equity securities and partnership interests we include the realized and unrealized gains and losses arising from the changes in the fair values during the period as a component of investment gains in the consolidated statements of operations.

For those investments in equities, including equity securities and partnership interests, that do not have a “readily determinable fair value,” or are not traded in a verifiable public market or are restricted for sale in the public market by a restricted stock legend or otherwise, we present and carry our investments using the measurement alternative which is cost minus impairment, if any, plus or minus changes resulting from observable price changes in “orderly transactions,” as defined in ASC 321, for the identical or a similar investment of the same issuer.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the federal tax laws.

Changes in circumstances, including the Company generating significant taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America, also referred to as U.S. GAAP. 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 as of the dates of the balance sheets and the income and expenses for the periods ended as stated in the statements of operations.

Revenue Recognition

The Company recognizes consulting income in accordance with ASC 606. This standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised services or goods to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

Our consulting revenues currently consist of consulting contracts for professional services that are performed over a stated period of time. We recognize income for each contract on a pro-rata basis over the stated period of time as we satisfy a performance obligation.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification (“ASC”) 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expenses based on the fair value of the award at the reporting date. The awards to consultants and other third parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Subsequent Events

The Company evaluated subsequent events through the date when these financial statements are issued for disclosure consideration.

Adoption of Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that management of the Company believes may impact its financial statements, including ASC 842 described above under Lease Contracts Receivable. Management 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.

Recent Accounting Pronouncements

Effective December 1, 2017, the Company adopted Accounting Standards Update (“ASU”) 2016-01 “Financial Instruments—Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 adds a new Topic, “ASC 321 Investments – Equity Securities” to the FASB Accounting Standards Codification, which provides guidance on accounting for all equity investments.

The guidance in ASC 321 allows a measurement exception for those equity investments that do not have a “readily determinable fair value,” as defined therein, and do not qualify to be measured using the practical expedient to estimate fair value at net asset value (NAV) of the investee in accordance with ASC 820-1035-59, Fair Value Measurement and Disclosure. The measurement alternative allows those investments to be measured at their cost minus impairment, if any, plus or minus changes resulting from observable price changes in “orderly transactions,” as defined, for the identical or a similar investment of the same issuer. Hestia has elected to use this measurement exception. See Note 3 below for a detailed listing of the Company’s investment in equities to which the measurement exception applies.

Reclassification of prior year presentation

Cash flows for ~~February~~May 2831, 2023, have been reclassified for consistency with current year presentation. These reclassifications had no effect on the reported net decrease in cash as of ~~February~~May 2831, ~~2023~~2024.

Note 3 – Investment in Equities.

The following equity investments that have a readily determinable fair value are measured using ASC Topic 820, discussed above. The following equities without a readily determinable fair value use the measurement alternative of ASC Topic 321 and are measured at their cost minus impairment, if any, plus or minus changes resulting from observable price changes in “orderly transactions,” as defined, for the identical or a similar investment of the same issuer.

Schedule of investment in equities
Description	How Acquired	~~ReadilyDeterminableFair~~Readily Determinable Fair Value	Cost		~~CurrentChange~~Current Change			Cumulative Impairments		Prior Cumulative Adjust.			~~February~~May 2931, ~~2023~~2024 Bal. Sheet Value
222 shares of unrestricted stock in Canibiola, Inc. (“CANB” on OTCMarkets.com)	Consulting Income	Yes	$	0	$	(4	)	$	0	$	15		$	11
6,489,026 shares of unrestricted common stock in BHPA, Inc (“BHPA” on OTCMarkets.com)	Consulting Income	Yes	$	0	$	7,138		$	0	$	33,743		$	40,881
235,636,253 shares of unrestricted and restricted common stock in BHPA, Inc (“BHPA” on OTCMarkets.com)	Consulting Income	Yes	$	0	$	1,214,051		$	0	$	40,881		$	1,254,932
7,500 shares of Gabelli Equity Trust Inc. stock	Purchase	Yes	$	43,557	$	2,850		$	0	$	(5,307	)	$	41,100
4,000 shares of Gabelli Equity Trust Inc. stock	Purchase	Yes	$	43,557	$	(19,140	)	$	0	$	(2,457	)	$	21,960
2,500 shares of Etao Intl. Co. Ltd. Common stock	Purchase	Yes	$	3,767	$	(582	)	$	0	$	(2,770	)	$	415
Totals			$	43,557	$	1,194,907		$	0	$	38,439		$	1,276,903
Totals			$	47,324	$	9,402		$	0	$	25,681		$	82,407

The Company entered into a corporate advisory agreement with Aquiva Medical Inc. on February 21, 2024 to provide certain US capital markets, business, corporate, and public markets advisory services. On May 31, 2024, the Company received 229,576,893 shares of BHPA, Inc. (BHPA) restricted stocks which are held in VStock Transfer account.

Schedule of investment in equities
Description	How Acquired	Readily Determinable Fair Value	Cost		Current Change			Cumulative Impairments		Prior Cumulative Adjust.			February 29, 2024 Bal. Sheet Value
222 shares of unrestricted stock in Canibiola, Inc. (“CANB” on OTCMarkets.com)	Consulting Income	Yes	$	0	$	(4	)	$	0	$	15		$	11
6,489,026 shares of unrestricted common stock in BHPA, Inc (“BHPA” on OTCMarkets.com)	Consulting Income	Yes	$	0	$	7,138		$	0	$	33,743		$	40,881
7,500 shares of Gabelli Equity Trust Inc. stock	Purchase	Yes	$	43,557	$	2,850		$	0	$	(5,307	)	$	41,100
2,500 shares of Etao Intl. Co. Ltd. Common stock	Purchase	Yes	$	3,767	$	(582	)	$	0	$	(2,770	)	$	415
Totals			$	47,324	$	9,402		$	0	$	25,681		$	82,407

Description	How Acquired	Readily Determinable Fair Value	Cost		Current Changes			Cumulative Impairments		Cumulative Adjust.			November 30, 2023 Bal. Sheet Value
222 shares of unrestricted stock in Canibiola, Inc. (“CANB” on OTCMarkets.com)	Consulting Income	Yes	$	0	$	(9	)	$	0	$	25		$	16
6,489,026 shares of unrestricted common stock in BHPA, Inc (“BHPA” on OTCMarkets.com)	Consulting Income	Yes	$	0	$	(16,222	)	$	0	$	49,965		$	33,743
7,500 shares of Gabelli Equity Trust Inc. stock	Purchase	Yes	$	43,557	$	(2,700	)	$	0	$	(2,607	)	$	38,250
2,500 shares of Etao Intl. Co. Ltd. Common stock	Purchase	Yes	$	3,767	$	110		$	0	$	(2,880	)	$	997
Totals			$	47,324	$	(18,821	)	$	0	$	44,503		$	73,006

Note 4 – Income Taxes

The Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted on December 22, 2017. The 2017 Tax Act includes a number of changes to existing U.S. income tax laws that affect the Company, most notably a reduction of the top U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. The 2017 Tax Act also provides for the acceleration of depreciation for certain assets placed in service after September 27, 2017, as well as changes beginning in 2018, including additional limitations on the deductibility of executive compensation and interest.

On May 16, 2019, the Company entered into a share exchange agreement which resulted in Hestia Investments, Inc. becoming a wholly owned subsidiary of the Company and the former shareholders Hestia Investments Inc becoming the new majority shareholders of the Company. Prior to this date the Company and Hestia Investments, Inc., have been taxed as separate C-Corporations for federal income tax purposes.

The income tax provision (benefit) ~~for~~differs from the amount computed by applying the U.S. federal statutory tax rate of 21% in 2024 and 2023 to net income (loss) before income taxes for ~~three~~the six months ended ~~February~~May 2931, 2024, ~~consists~~and ofMay 31, 2023, and adjusting for the following:

Schedule of provision for income taxes
Schedule of reconciliation between provision for income taxes and income taxes at statutory U.S. federal income tax rate
	February 29, 2024
	May 31, 2024			May 31, 2023
Current:
Net income (loss) before taxes	$	1,148,597		$	(287,116	)
Federal	$	0
US federal income tax rate		21	%		21	%
State		0
Computed expected tax provision (benefit)		241,205			(60,294	)
Total Current	$	0
Permanent differences		-			-
Deferred:
Timing differences		(241,205	)		60,294
Federal	$	0
Limitations on NOL carryforwards due to change in stock ownership of the Corporation		-			-
State		0
Federal income tax provision	$	-		$	-
Change in valuation		0
Total provision (benefit)	$	0

The Company, and its subsidiaries have net deferred tax assets resulting from net operating loss (“NOL”) carryforwards. These NOL carryforwards are subject to limitations on their use and availability. Under the 2017 Tax Act, NOL carryforwards can offset only 80% of taxable income in any given tax year and are significantly or completely reduced whenever there is a substantial change in the ownership of the Corporation.

The income tax provision (benefit) differs from the amount computed by applying the U.S. federal statutory tax rate of 21% in 2024 and 2023 to net income (loss) before income taxes for the three months ended February 29, 2024, and February 28, 2023, and adjusting for the following:

Schedule of reconciliation between provision for income taxes and income taxes at statutory U.S. federal income tax rate
	February 29, 2024			February 28, 2023
Net income (loss) before taxes	$	(24,699	)	$	(153,913	)
US federal income tax rate		21	%		21	%
Computed expected tax provision (benefit)		(5,187	)		(32,322	)
Permanent differences		-			-
Timing differences		5,187			32,322
Limitations on NOL carryforwards due to change in stock ownership of the Corporation		-			-
Federal income tax provision	$	-		$	-

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and, if necessary, in various state and local jurisdictions. All tax years from 2017 to 2023 are subject to examination.

Note 5 – Related Party Transactions

On January 15, 2024, the Company entered into a $50,000 note payable to ECL Capital Partners Corp, a related party. The loan is to be repaid in full on January 15, 2025, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

During the ~~three~~six months ended ~~February~~May 2931, 2024,an additional ~~and~~loan of $3,930.91 from Mr. Edward C. Lee was received as a short-term loan, bearing no interest. For the year ended November 30, 2023, the Company had no ~~other~~ related party transactions.

Note 6 – Notes and Lines of Credit Receivable

During the ~~three~~six months ended ~~February 29~~May 31, 2024, and the year ended November 30, 2023, the Company had no notes or lines of credit receivable.

Note 7 – Common Stock

During the ~~three~~six months ended ~~February 29~~May 31, 2024, and the year ended November 30, 2023, the Company issued no common stock.

Note 8 – Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, par value $.00001 per share (the “Preferred Stock”). As of February 29, 2024, and November 30, 2023, no shares of Preferred Stock were issued and outstanding.

On November 21, 2019, Hestia Investments returned to the Company for cancellation its 10,000,000 shares of Preferred Stock and, accordingly, the Company cancelled the remaining outstanding 10,000,000 shares of Preferred Stock.

Note 8 – Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, par value $.00001 per share (the “Preferred Stock”). As of May 31, 2024, and November 30, 2023, no shares of Preferred Stock were issued and outstanding.

On November 21, 2019, Hestia Investments Inc. returned to the Company for cancellation its 10,000,000 shares of Preferred Stock and, accordingly, the Company cancelled the remaining outstanding 10,000,000 shares of Preferred Stock.

Note 9 – Options to Acquire Common Stock

On January 1, 2022, the Company issued Eugene Cha, Director, a stock option to acquire an aggregate of 60,000 shares of the common stock of the Company, exercisable for five (5) years at an exercise price of $3.50 per share, subject to vesting. The option vests in equal amounts over a period of one (1) year at the rate of 15,000 shares per fiscal quarter at the end of such quarter, commencing in January 2022, and pro-rated for the number of days the optionee serves on the Board during the fiscal quarter. As of November 30, 2022, Mr. Cha’s option to acquire 60,000 shares of the Company’s stock has vested. As of ~~February~~May 2931, 2024, no options have been exercised and based on the Black-Scholes option-pricing model described below, no expense has been recorded for the Company.

On July 20, 2022, the Company issued Edward Boyle, Advisory Board member, a stock option to acquire an aggregate of 10,000 shares of the common stock of the Company, exercisable for five (5) years at an exercise price of $3.00 per share, subject to vesting. The option vests in equal amounts over a period of nine (9) months with the first 2,500 shares vesting on July 20, 2022, and additional amounts of 2,500 shares vesting on each of the following dates: October 20, 2022, January 20, 2023, and April 20, 2023. As of ~~February~~May 2931, 2024, all of the options have vested, and no options have been exercised. Based on the Black-Scholes option-pricing model described below, no expense has been recorded for the Company.

On December 15, 2022, the Company issued Dr. T.Z. (Ted) Chaung, Advisory Board member, a stock option to acquire an aggregate of 10,000 shares of the common stock of the Company, exercisable for five (5) years at an exercise price of $0.50 per share, subject to vesting. The option vests in equal amounts over a period of one (1) year at the rate of two thousand five hundred (2,500) shares per fiscal quarter at the end of such quarter, commencing in the quarter in which the optionee enters into the grant agreement, and pro-rated for the number of days the optionee serves on the Board of Advisors during the fiscal quarter. As of ~~February~~May 2931, 2024, 10,000 options have vested and no options have been exercised. Based on the Black-Scholes option-pricing model described below, no expense has been recorded for the Company.

Black-Scholes option-pricing model. The Company recognizes the expense related to stock options it has provided individuals to acquire its common stock over the requisite ~~service~~ service period (usually the vesting period of one year), utilizing the Black-Scholes option-pricing model. The volatility component of the calculation is based on the historic volatility of the Company’s stock, or the expected future volatility and it is assumed to be 77%. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant and is considered to be 6% and the stock price is considered to be $0.50 177 per share, the closing stock price as of ~~February~~May 2931, 2024 (OTC Markets).

Note 10 – Subsequent Events

The Company evaluates events that occur after the period’s end date through the date the financial statements are available to be issued. Accordingly, management has evaluated subsequent events through the date these financial statements are issued and has determined that no subsequent events require disclosure in these financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition of Hestia Insight Inc. for the ~~three~~six months ended ~~February~~May 2931, 2024, and ~~February~~May 2831, 2023, should be read in conjunction with the Hestia Insight Inc. unaudited consolidated financial statements and the notes thereto contained elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements and Business sections in our Form 10-K as filed with the Securities and Exchange Commission on March 14, 2024. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Unless otherwise indicated, references to the “Company,” “us” or “we” refer to Hestia Insight Inc. and its subsidiaries.

Overview

Hestia Insight Inc. (“Hestia”, “Hestia Insight”, or the “Company”) was incorporated in the State of Nevada on November 19, 2003, under the name Luxshmi Investments, Inc. (“Luxshmi Investments”), until the Company changed its name to Hestia Insight Inc. on March 27, 2019. On March 12, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing 300,000,000 shares of capital stock, comprised of 290,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”). On March 27, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation (i) effecting a name change from Luxshmi Investments, Inc. to Hestia Insight Inc., and (ii) effecting a 50-to-1 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split did not impact the Company’s authorized shares of Common Stock or Preferred Stock, or its par value. On May 16, 2019, the Company entered into a Share Exchange Agreement with Hestia Investments Inc., a Wyoming corporation (“Hestia Investments”), to exchange, on a 1-for-1 basis, 27,614,200 shares of the Company’s Common Stock in exchange for 27,614,200 shares of Hestia Investments which were owned by 100% of the then-shareholders of Hestia Investments (the “Share Exchange Transaction”). As a result of the Share Exchange Transaction, Hestia Investments became a wholly owned subsidiary of the Company.

The Company is focused primarily on the healthcare and biotech sectors through the Company’s two wholly owned operating subsidiaries, Hestia Investments Inc. (“Hestia Investments”), and HSTA HEALTH INC., d/b/a Hestia Vending (“Hestia Vending”). Hestia Investments provides strategic consulting, medical supply sales and marketing support, management, and capital markets advisory services for select micro, small and medium sized companies within the healthcare and biotech sectors. Hestia Vending operates within the healthy food, beverage and wellness products industry and the smart vending machine industry. The Company is positioned to make strategic acquisitions of emerging growth companies with unique sciences and technologies. The Company intends to pursue the acquisition and development of healthcare related technologies in the healthcare and biotech sectors through acquisition, licensing, or joint ventures. The Company will also consider a third avenue of investing in certain technologies. The Company entered the healthcare sector to explore emerging healthcare technologies, especially growth companies that own and develop unique sciences and technologies.

Our Markets and Services

The Company’s wholly owned operating subsidiary, Hestia Investments, provides strategic consulting, medical supply sales support, management, and capital market advisory services for select micro, small and medium sized companies in the healthcare and biotech sectors.

The Company’s wholly owned operating subsidiary, Hestia Vending, operates within the healthy food, beverage and wellness products industry and the smart vending machine industry. On July 11, 2022, Hestia Vending entered into a Vending Purchase Agreement with HealthyYOU Vending LLC (“HealthyYou”) pursuant to which the Company purchased from HealthyYou ten (10) fully-automated vending machines and related equipment (the “Vending Machines”) for an aggregate purchase price of $98,745.00, in connection with the Company’s vending pilot program. On August 28, 2023 the Company sold eight (8) Vending Machines for $19,000. The technologically advanced, unattended Vending Machines dispense healthy food and wellness products to paying customers at the point of sale, accepting cash, coin, credit or debit cards, and payments by smartphones, watches and other devices. The Company’s goal is to create a technology-driven health and wellness vending business division through its purchase and operation of the Vending Machines. In addition, on September 24, 2022, Hestia Vending entered into a strategic partnership with ChargerGoGo, Inc. (“ChargerGoGo”), a Las Vegas-based company which operates one of the largest portable phone charging networks in the US. Hestia Vending plans to introduce ChargerGoGo smart phone charging station and power bank kiosks in densely populated locations and venues for smart phone charging convenience. ChargerGoGo smart phone charging stations and power banks allow users to obtain a portable battery from any ChargerGOGO kiosk, charge their smart phones, and avoid missing an important event or meeting. ChargerGoGo portable batteries are then returned by users to any nearby ChargerGOGO kiosk.

The Company is positioned to make strategic acquisitions of and enter joint ventures with emerging growth companies with unique sciences and technologies. The Company also provides sales and marketing guidance and services and capital markets advisory services to its clients.

Sales and Marketing

We seek to develop new business through relationships driven by our senior management, which have extensive contacts throughout the healthcare system. Our senior management is seeking opportunities for joint ventures, strategic relationships and acquisitions in the healthcare and biotech sectors.

Business Model

The Company intends to pursue the acquisition and development of healthcare related technologies in the healthcare and biotech sectors through acquisition, licensing or joint ventures. We will also consider a third avenue of investing in certain technologies. The Company entered the healthcare sector to explore emerging healthcare technologies, especially growth companies that own and develop unique sciences and technologies.

Competitive Advantages

The Company focuses on small and micro-cap companies in the healthcare and biotech sectors with limited access to growth capital. We provide specialized consulting services to assist companies with their operations in the public markets. Our management team is experienced in risk management and exit planning. The Company’s competitive advantages include a global business network of healthcare, investment and financial professionals who are integrated into the technology licensing and commercialization departments of universities and institutions. Through our offered services and access to investment, we intend to accelerate the development and commercialization of the healthcare businesses that we engage with.

Strategic Relationships

Noether Sciences and Technologies, Inc. On November 18, 2020, the Company entered into a non-binding Supplemental Agreement of Memorandum of Understanding (the “Noether MOU”) with Noether Science and Technologies, Inc. (“NSAT”) pursuant to which the parties will seek to enter into a definitive agreement to (i) establish an exclusive partnership that will focus on research and treatment of neurological and psychiatric disorders, (ii) commercialize existing NSAT technologies for the healthcare market, (iii) provide the Company with an exclusive license to use and develop the existing and ready to use depression and anxiety therapy protocols in the United States, and (iv) establish a neurotherapy center in the metropolitan New York City area and another 3-4 clinics in other strategic areas yet to be determined.

Immudyne Nutritional. On June 21, 2020, the Company entered into a sales agency agreement with Immudyne Nutritional LLC (“Immudyne”), pursuant to which the Company acts as sales agent for certain of Immudyne’s medical products. Immudyne is located in Jacksonville, Florida.

We are in negotiation in our areas of focus with respect to potential acquisitions and strategic partnerships. There is no guarantee that we will be able to successfully sign a definitive agreement, close or implement such business arrangement.

Intellectual Property

The Company owns no patents. We have not applied for or received patent protection in the US or any other country, and, as a result, there is a distinct risk that we will not be able to adequately protect our intellectual property rights in these countries. We own and control a variety of trade secrets, confidential information, trademarks, and other intellectual property rights that, in the aggregate, are of material importance to our business. We consider our trademarks, service marks, and other intellectual property to be proprietary, and rely on a combination of copyright, trademark, trade secret, non-disclosure, and contractual safeguards to protect our intellectual property rights.

Competition

In our current consulting business, we compete with a number of advisory firms offering similar service including consulting and strategy firms; market research, data, benchmarking, and forecasting providers; technology vendors and services firms; health care information technology firms; technology advisory firms; outsourcing firms; and specialized providers of advisory services. Other organizations, such as state and national trade associations, group purchasing organizations, non-profit think-tanks, and database companies, also may offer research, consulting, tools, and advisory services to health care organizations.

We believe that the principal competitive factors in our market include quality and timeliness of our services, strength and depth of relationships with our clients, ability to meet the changing needs of current and prospective clients, measurable returns on customer investment, and service and affordability.

As our business develops and we expand through joint ventures, acquisitions and strategic partnerships in the U.S., we will have competition with other direct service providers, emerging technologies and medical communication platforms. The Company will seek to maintain a competitive advantage through intellectual property, superior quality management and cutting-edge technology.

Government Regulation

The health care industry in the U.S. is highly regulated and subject to changing political, legislative, regulatory, and other influences. Further, the healthcare industry is currently undergoing rapid change. We are uncertain how, when or in what context these new changes will be adopted or implemented. These new regulations could create unexpected liabilities for us, could cause us or our members to incur additional costs and could restrict our or our clients’ operations. Many of the laws are complex and their application to us, our clients, or the specific services and relationships we have are not always clear. Our failure to anticipate accurately the application of these laws and regulations, or our other failure to comply, could create liability for us, result in adverse publicity, and otherwise negatively affect our business.

Employees

The Company has three employees. We otherwise rely on the services of independent contractors.

Our Offices

Our principal executive office is located at 400 S. 4th Street, Suite 500, Las Vegas, NV 89101.

Our Website

www.HestiaInsight.com

Legal Proceedings

From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to, and our property is not subject to, any material legal proceedings.

Reports to Security Holders

We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the SEC in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the SEC if they become necessary in the course of our company’s operations.

Going Concern

We have a limited operating history, and our continued growth is dependent upon the continuation of providing medical consulting services to our clients, generating revenue, and obtaining additional financing to fund future obligations, and pay liabilities arising from normal business operations. We had accumulated deficits of $(~~781~~617,~~227~~348) at ~~February 29~~May 31, 2024. The report of our independent registered public accounting firm on our financial statements for the year ended November 30, 2023, contained an explanatory paragraph regarding our ability to continue as a going concern based upon cash used in operating activities and the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These factors, among others, raised substantial doubt about our ability to continue as a going concern. Our financial statements ~~appearing~~ appearing elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate significant revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company. The financial statements contained herein do not include any adjustments that might result from the outcome of this uncertainty.

Our ability to continue as a going concern is dependent upon our ability to carry out our business plan, achieve profitable operations, obtain additional working capital funds from our significant shareholders, and or through debt and equity financing. However, there can be no assurance that any additional financing will be available to us on satisfactory terms and conditions, if any.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes and the valuation of equity transactions.

We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or products have been sold, the purchase price is fixed or determinable and collectability is reasonably assured.

We provide medical related consulting services to our clients. We are paid fees for our services by our clients under written consulting agreements. Each contract calls for a fixed payment for a fixed period of time. We recognize revenue by providing medical related consulting services under written service contracts with our customers. Revenue related to our service offerings is recognized as the services are performed and amounts are earned, using the straight-line method over the term of the related services agreement. Prepayments, if any, received from customers prior to the services being performed are recorded as advance from customers. In these cases, when the services are performed, the amount recorded as advance from customers is recognized as revenue.

Income Taxes

We are governed by the income tax laws of the United States. Income taxes are accounted for pursuant to ASC 740 “Accounting for Income Taxes,” which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probably that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is changed to equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority, and we intend to settle its current tax assets and liabilities on a net basis.

Stock-based Compensation

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. We are currently evaluating the impact it may have on our consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our consolidated financial condition, results of operations, cash flows or disclosures.

RESULTS OF OPERATIONS

Comparison of Results of Operations for the Six ~~Three~~ Months ended ~~February 29~~May 31, 2024, and ~~February 28~~May 31, 2023

Revenue

For the ~~three~~six months ended ~~February 29~~May 31, 2024, total revenues amounted to $381,~~000~~148,597, all of which consisted of consulting revenue. For the ~~three~~six months ended ~~February 28~~May 31, 2023, revenue was $30,500, all of which consisted of consulting revenue. The limited amount of revenue was due to our current emphasis on planning and preparation ~~for~~ for our future revenue.

Cost of Revenue

Cost of revenue includes the cost of internal labor and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs. These costs are recorded as operating expenses. For the ~~three~~ six months ended ~~February 29~~May 31, 2024, and ~~February 28~~May 31, 2023, there were no costs of revenue.

Operating Expenses

For the ~~three~~six months ended ~~February 29~~May 31, 2024, operating expenses were $72164,~~851~~427 representing a decrease of $5462,~~480~~508 over the operating expenses of $~~127~~226,~~331~~934.59 for the ~~three~~six months ended ~~February 28,~~May 31, 2023. This decrease in operating expenses was mainly driven by a decrease in professional fees related to becoming and being a public company plus our current emphasis on reducing costs.

For the ~~three~~six months ended ~~February 29~~May 31, 2024, and ~~February 28~~May 31, 2023, operating expenses consisted of the following:

	For the Three months endedFebruary 29,2024		For theThree months endedFebruary 28,2023
	For the Six months ended May 31, 2024		For the Six months ended May 31, 2023
Selling expenses	$	~~520~~1,664	$	~~970~~731
Professional fees		41103,~~918~~021		70135,~~235~~332
Other general and administrative expenses		3059,~~412~~741		5690,~~126~~872
	$	72164,~~851~~426	$	~~127~~226,~~331~~935

● Our selling expenses mainly include our marketing and sales staff’s salaries and related benefits, plus travel and entertainment costs incurred by our sales department. Selling expenses totaled $~~520~~1,664 for the ~~three~~six months ended ~~February~~May 2931, 2024, and $~~970~~731 for the ~~three~~six months ended ~~February~~May 2831, 2023. Selling expense as a percentage of revenue for the ~~three~~six months ended ~~February~~May 2931, 2024, is 10.413% and for the ~~three~~six months ended ~~February~~May 2831, 2023, the percentage is ~~194~~2.4%.

● Professional fees primarily consisted of accounting fees, legal service fees, consulting fees, investor relations service charges, OTC markets application and listing fees and other fees incurred for services related to becoming and being a public company. For the ~~three~~six months ended ~~February~~May 2931, 2024, and ~~February~~May 2831, 2023, professional fees amounted to $41103,~~918~~021 and $70135,~~235~~332, respectively, a decrease of $2832,~~317~~311 or 4023.388%. The decrease was largely attributable to a decrease of $3950,000 in audit fees; a decrease of $210,~~500~~614 in ~~accounting~~expenses ~~fees;~~to our contractors in China and a decrease of $18,~~250~~000 infor ~~legal~~other contractors’ fees; and a decrease ofin OTC fees $25,~~614~~512, a decrease in ~~expenses~~professional fees to ~~our~~John ~~contractors~~Kepley in$8,000, ~~China~~and other fees $1,919, among others. The decreases were offset by an increase of $1227,~~000~~048.00in inaccounting ~~medical~~fees; ~~industry consultants~~ and an increase of $524,~~132~~686 ~~stock~~in ~~market~~legal ~~and transfer agent~~ fees ~~incurred~~among ~~in being a public company~~others. We expect professional fees to be significant as we incur significant costs associated with our public company reporting requirements, and costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission.

● Other general and administrative expenses mainly consisted of wages and payroll taxes of our employees, compensation to our officers and board members, automobile expenses, office supplies, rent, bank service charges, depreciation, and other miscellaneous items. Other general and administrative expenses totaled $3061,~~412~~406 for the ~~three~~six months ended ~~February~~May 2931, 2024, as compared to $5691,~~126~~602 for the ~~three~~six months ended ~~February~~May 2831, 2023, resulting in a decrease of $2530,~~714~~197. The decrease was primarily attributable to a decrease of $812,~~000~~218 in ~~compensation~~office tosupplies ~~our~~and ~~officers~~software; a decrease ofin travel $59,~~565 in depreciation~~192; a decrease ofin depreciation $8,~~080 in office supplies and software~~385; a decrease of $14,~~399~~745 in ~~rent;~~auto lease and related expenses; a decrease of $23,~~444~~400 in ~~travel~~rent, and ~~other G&A expenses~~others. These decreases were offset primarily by an increase inof ~~the~~$933 ~~wages~~in advertising and ~~payroll~~$138 ~~taxes~~in ~~of our employees of $1,727~~telephone.

Income (Loss) from Operations

As a result of the foregoing, for the ~~three~~six months ended ~~February 29~~May 31, 2024, ~~loss~~income from operations amounted to $~~(34~~1,~~851)~~148,597, as compared to loss from operations of $ (~~126~~287,~~831~~115) for the ~~three~~six months ended ~~February 28~~May 31, 2023.

Other Income (Expense)

Other income includes dividends ~~and interest income~~ from stock dividends ~~and bank~~ ~~deposits~~ that amounted to $12,~~125~~025 ~~and $900,~~ for the ~~three~~six months ended ~~February 29~~May 31, 2024, and ~~February 28~~$1,650 ~~2023~~for the six months ended May 31, ~~respectively~~2023.

The Company had realized gains on equity investments of $~~-0-~~24,151 for the ~~three~~six months ended ~~February 29~~May 31, 2024, and $2732,~~610~~607 for the ~~three~~six months ended ~~February 28~~May 31, 2023. The Company had unrealized gains on equity investments of $9,402 for the ~~three~~six months ended ~~February 29~~May 31, 2024, and unrealized losses on equity investments of $(5094,~~407~~520) for the six ~~three~~ months ended ~~February 28~~May 31, 2023. For the ~~three~~six months ended ~~February 29~~May 31, 2024, and ~~February 28~~May 31, 2023, the Company ~~$-0-~~had sales of capital assets ~~for~~of ~~each~~$0 and ~~period~~$(25,233), respectively.

The Company had $~~375~~1,956 interest expense for the ~~three~~six months ended ~~February 29~~May 31, 2024, and $0 interest expense for the ~~three~~six months ended ~~February 28~~May 31, 2023.

Income Taxes

We did not have any income tax expense for the six ~~three~~ months ended ~~February 29~~May 31, 2024, and ~~February 28~~May 31, 2023, since we did not have any taxable income in the periods which was not reduced by ~~prior~~ prior net operating loss carry forwards or reduced by the exclusion of any unrealized gains/(losses) on equity investments, which are excluded from our taxable income until they become realized gains/(losses) on equity investments.

Net Income (Loss)

The net ~~loss~~gain for the ~~three~~six months ended ~~February 29,~~May 31, 2024, was $~~(24~~1,~~699)~~148,597and ~~and~~ the net loss for the ~~three~~six months ended ~~February 28~~May 31, 2023, was $(~~153~~287,~~913~~115).

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. On ~~February 29~~May 31, 2024, and November 30. 2023, we had cash balances of $9761,~~856~~444 and $93,890, respectively. These funds are kept in financial institutions located in United States. We had total liabilities of $61 $82,~~068~~907 on ~~February 29~~May 31, 2024, of which $10 $28,~~693~~976 for accounts payable and accrued liabilities and $~~50.375~~ $53,931 for a related party note payable. We had total liabilities of $16,214 on November 30, 2023, of which $16,214 is for accounts payable and accrued liabilities. As of ~~February 29~~May 31, 2024, and November 30. 2023, the Company had accumulated earnings/(deficits) of $~~(781~~369,~~227)~~809 and $(756,528), respectively.

We currently have no agreements and arrangements with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.

Cash flows from Operating Activities

~~Operating~~Cash from operating activities ~~used~~was $~~(46~~1,~~034) in cash~~ 117,521 during the ~~three~~six months ended ~~February 29~~May 31, 2024, as compared with using $(~~106~~182,~~876~~186) for the ~~three~~six months ended ~~February 28~~May 31, 2023. The ~~decrease~~increase in cash from ~~used in~~ operating activities during the ~~three~~six months ended ~~February 29~~May 31, 2024, is primarily due to the increase consulting income paid for in BHPA Inc. restricted stocks and the decrease in operating expenses described above.

Cash flows from Investing Activities

For the ~~three~~six months ended ~~February 29~~May 31, 2024, the cash flows in investing activities provided $~~-0-~~(1,203,897.30) incomprised ~~net~~mainly of $1,203,897 proceeds from consulting paid in investment equities.

For the ~~three~~six months ended ~~February 28~~May 31, 2023, the Company’s cash flows in investing activities provided $4280,~~672~~508 in net proceeds comprised mainly of $5276,~~227~~033 in ~~net~~ proceeds provided by the sale of investment equities; $(927,~~170) used~~000 infrom the ~~purchase~~sale of ~~investment~~capital ~~equities~~assets; and $(~~385~~22,140) in proceeds used in the purchase of ~~vending~~investment ~~machines~~equities.

Cash flows from Financing Activities

For the ~~three~~six months ended ~~February 29~~May 31, 2024, the Company received $5053,~~000~~931 in proceeds provided by a related party loan. For the ~~three~~six months ended ~~February 28~~May 31, 2023, the Company’s financing activities provided $-0- in proceeds.

Our capital requirements for the next twelve months primarily relate to cash to pay salaries, consulting fees and fees related to third parties’ professional services. All funds received have been primarily expended in the furtherance of growing the business. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

●

An increase in working capital requirements to finance our current business;

●

Addition of administrative and sales personnel as the business grows; and

●

The cost of being a public company.

We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than working capital, advances received from related parties and funds received pursuant to securities purchase agreements, we presently have no other significant alternative sources of working capital. We have used these funds to fund our operating expenses, pay our obligations and grow our company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing operations and obligations. Therefore, our future operation is dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to cease our operations. To date, we have not considered this alternative, nor do we view it as a likely occurrence.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

We presently do not have any contractual obligations.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Since inception, our principal sources of operating funds have been proceeds from equity financing including the sale of our Common Stock to initial investors known to management and principal shareholders of the Company. We do not expect that our current cash on hand will fund our existing operations. We will need to raise additional capital in order to execute our business plan and growth goals for at least the next twelve-month period thereafter. If the Company is unable to raise sufficient additional funds, it will have to execute a slower than planned growth path, reduce overhead and scale back its business plan until sufficient additional capital is raised to support further operational expansion and growth. There can be no assurance that such a plan will be successful.

Inflation

The effect of inflation on our revenue and operating results was not significant.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer 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 the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of ~~February~~May 2931, 2024.

Changes in Internal Controls over Financial Reporting

There were no changes (including corrective actions with regard to material weakness) in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. The Company is not presently a party to any legal proceedings that, if determined adversely to it, would individually or taken together have a material adverse effect on its business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

ITEM 1A. RISK FACTORS

Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our most recent Annual Report on Form 10-K for the year ended November 30, 2023, the occurrence of any one of which could have a material adverse effect on our actual results. There have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended November 30, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of the Company’s equity securities during the period ended ~~February~~May 2931, 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended ~~February~~May 2931, 2024.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

There is no other information required to be disclosed under this item that was not previously disclosed.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Exhibit Description
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*		Certification of Chief Executive Officer & Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith

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 hereunto duly authorized.

	HESTIA INSIGHT INC.
	(Registrant)
Date: April 22, 2024	By:	/s/ Edward Lee
Date: July 22, 2024	By:	/s/ Edward Lee
		Edward Lee
		Chief Executive Officer, President and Director(Principal Executive Officer)
Date: April 22, 2024	By:	/s/ Edward Lee
Date: July 22, 2024	By:	/s/ Edward Lee
		Edward Lee
		Chief Financial Officer(Principal Financial and Accounting Officer)

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