S-1/A: BestGofer Inc. Files Amended Registration Statement for Secondary Offering

BestGofer Inc. is registering 2,080,000 shares of common stock held by selling shareholders at a fixed price of $0.04 per share.

Summary

• BestGofer Inc., a development stage company with no active business operations, has filed an amended registration statement.
• The company is registering 2,080,000 shares of common stock for resale by selling shareholders at a fixed price of $0.04 per share.
• BestGofer intends to seek a market maker to file a Form 211 application with FINRA and then apply to have its common stock quoted via OTC Markets.
• The company acknowledges that there is no guarantee that a public market will develop for its shares.
• BestGofer was incorporated in Nevada in October 2017 with the purpose of developing a consumer delivery system.
• The company has nominal operations and assets consisting solely of cash and cash equivalents, classifying it as a shell company.
• BestGofer plans to develop a smartphone app to connect consumers with local delivery staff (Gofers) for various services.
• The company's independent auditors have issued a going concern opinion, indicating substantial doubt about its ability to continue as a going concern.
• The company recognized net losses of $43,792 and $33,343 for the years ended November 30, 2023 and 2022, respectively.
• The company's sole officer and director, Mohammad Hasan Hamed, owns 64.6% of the common stock.
• The selling shareholders acquired their shares in conjunction with the company's registration on Form S-1 declared effective November 26, 2018.
• The company will receive no proceeds from the sale of shares by the selling shareholders.

Sentiment

Score: 2

Explanation: The sentiment is very negative due to the company's lack of operations, going concern opinion, and status as a shell company. The company is highly speculative and risky.

Positives

• The company intends to develop a smartphone app to connect consumers with local delivery staff (Gofers) for various services.
• The company plans to engage independent website construction contractors who will design, approve logarithms, individual page content and then test and approve the site launch.

Negatives

• BestGofer Inc. is a development stage company with no active business operations.
• The company is considered a shell company.
• The company's independent auditors have issued a going concern opinion.
• The company recognized net losses of $43,792 and $33,343 for the years ended November 30, 2023 and 2022, respectively.
• The company will receive no proceeds from the sale of shares by the selling shareholders.
• There is no guarantee that a public market will develop for its shares.
• The company has ineffective controls over financial reporting.

Risks

• The company's independent auditors have issued a going concern opinion, indicating substantial doubt about its ability to continue as a going concern.
• The company lacks an operating history and has losses which it expects to continue into the future.
• There is no assurance the company's future operations will result in profitable revenues.
• The company is considered a shell company and is therefore subject to certain restrictions.
• The company does not have any additional source of funding for its business plans and may be unable to find any such funding if and when needed, resulting in the failure of its business.
• Management does not have relevant experience in managing a software and electronic products company, our business has a higher risk of failure.
• The company has commenced only limited operations, and therefore currently has no employees other than its officer/Director, who spends approximately 3 hours a week on our business as is required.
• The company possesses minimal capital, which may severely restrict its ability to market its services.
• Because the company's sole officer and director has other outside business activities and will have limited time to spend on our business, our operations may be sporadic, which may result in periodic interruptions or suspensions of operations.
• The shares being offered are defined as penny stock, the rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.
• Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this Offering.
• The company will incur ongoing costs and expenses for SEC reporting and compliance, without revenue it may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
• United States state securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Future Outlook

The company anticipates incurring substantial losses for the foreseeable future and its ability to generate any revenues in the next 12 months continues to be uncertain.

Management Comments

• Current management has no relationship with the selling shareholders.
• The selling shareholders were all personal or business relationships with the Company's previous officer and directors Gal Abotbol and Levi Yehuda but not affiliated therewith.

Industry Context

The company is focused on the delivery industry and intends to develop a consumer delivery system using a smartphone app. This puts it in competition with established players like Uber Eats, DoorDash, and Grubhub, as well as other smaller delivery services.

Comparison to Industry Standards

• The company's financial condition and lack of operating history are significantly below industry standards for established delivery service companies.
• Unlike companies like Uber and DoorDash, BestGofer is in the development stage and has not yet launched its services.
• The company's auditor's going concern opinion is a significant deviation from the norm for publicly traded companies in the delivery service industry.

Legal Proceedings

• There are no legal actions pending against us nor any legal actions contemplated by us at this time.

Related Party Transactions

• On September 7, 2017, 1,900,000 shares of BestGofers Common stock were issued to Gal Abotbol and Levi Yehuda, who at the time, were each officers and Directors of the Company, at the price of $0.005 per share (a total of 3,800,000 shares of Common stock and $19,000).
• In 2020, both sold all their shares to Mohammad Hasan Hamed.
• On May 23, 2018, Company received $9,800 from Abotbol Gal, then Secretary/President of the Company as a loan.
• On February 05, 2019, Company received $24,793 from Abotbol Gal, then Secretary/President of the Company as a loan and it was repaid on March 26, 2019.
• On August 20,2020, Abotbol Gal forgave his related party debt of $10,106.
• On February 09, 2022, Company received $4,500 from Mohammad Hasan Hamed, President of the Company as a loan for meeting the Company expenses.
• On May 03, 2022, Company received $5,000 from Mohammad Hasan Hamed, President of the Company as a loan for meeting the Company expenses.
• On May 04, 2022, Company received $1,750 from Mohammad Hasan Hamed, President of the Company as a loan for meeting the Company expenses.
• During September 2022, Company received $1,550 from Mohammad Hasan Hamed, President of the Company as a loan for meeting the Company expenses.
• During January 2023, Company received $1,250 from Mohammad Hasan Hamed, President of the Company as a loan for meeting the Company expenses.
• During April 2023, Company received $1,500 from Mohammad Hasan Hamed, President of the Company as a loan for meeting the Company expenses.
• As at November 30, 2023, and November 30, 2022, amounts due to related parties are $15,550 and $12,800, respectively.

Stakeholder Impact

• Shareholders face a high risk of losing their investment due to the company's financial condition and lack of operations.
• Employees (currently only the officer/director) face uncertainty regarding the company's future and their employment.
• Customers are not yet impacted as the company has not launched its services.
• Suppliers and creditors face a risk of non-payment due to the company's financial condition.

Next Steps

• The company intends to seek a market maker to file a Form 211 application with FINRA.
• The company intends to apply to have its common stock quoted via OTC Markets.
• The company plans to retain the services of the software app developer and freelance graphic designer by the end of the first month.
• The company plans to set up an account with Google Ads service.

Key Dates

Keywords

BestGofer, registration statement, secondary offering, common stock, selling shareholders, delivery service, shell company, going concern, OTC Markets, FINRA