NOTE 32 - STOCKHOLDERS

Shares issued for cash in private placement

In November 2022,During the three months ended April 30, 2023, the Company did not issue any shares of Common Stock.

During the six months ended April 30, 2023, the Company sold 668,750 shares of restricted Common Stock to eighteen (18) individuals in a private placement at a price of $0.80 per share, for total proceeds of $535,000. The proceeds will be used to fund expansion of the Company’s operations.

DuringFor the three and six months ended January 31,April 30, 2022, the Company did not issue any shares of Common Stock.shares.

NOTE 43 - RELATED PARTY TRANSACTIONS

In 2020, Mr. Peter Yip, CEO, purchased 30,100,000 shares of restricted Common Stock issued to founders for $3,100 and is a 19.50% shareholder in the Company. In addition, in 2020, two companies owned by Mr. Peter Yip, CS Global Consultancy Limited (“CS Global”) and CSG Group Holdings Limited (“CSG Group”), each purchased 30,000,000 shares of restricted Common Stock issued to founders for $3,000 and are each 19.43% shareholders in the Company.

In November 2022, the Company entered into two contacts with CS Global that have a term from November 1, 2022 to October 31, 2023. In the first contract, CS Global is to provide management services, as defined, to the Company for a monthly fee of $10,000 per month. In the second contract, CS Global is to provide monthly services, including office usage and manpower support as defined, to the Company for a monthly fee of approximately $24,000 (HKD 187,200) per month. The Company also agreed to pay CS Global a one-time non-refundable fee of approximately $80,000 (HKD 624,000) associated with the execution of the contracts. As the fee is non-refundable, and is not expected to have alternative future use, the $80,000 was expensed during the threesix months ended January 31,April 30, 2023.

For the three months ended January 31,April 30, 2023, fees paid to CGCS Global totaled $133,826101,567 includingconsisting of management fees of $29,91529,873 and office usage and manpower support of $71,694.

For the six months ended April 30, 2023, fees paid to CS Global totaled $235,393 consisting of management fees of $59,787, other expenses ofoffice usage and manpower support $23,91195,606, and the one-time fee of $80,000.

For the three and six months ended January 31,April 30, 2022, the Company did not incur any fees to CS Global.

As of January 31,April 30, 2023 and October 31, 2022, the Company owed Mr. Peter Yip $6,329 and $56,297, respectively, for advances made to the Company for operations. The advances are due on demand, are unsecured, and are non-interest bearing.

At January 31, 2023, the Company advanced $33,947 to CS Global, for prepaid February 2023 management fees of $9,984 and prepaid office expense fees of $23,963, respectively. The Company did not advance any payment to CS Global as of October 31, 2022.

Greenpro Capital Corp., through its wholly owned subsidiaries (collectively “Greenpro”), is a 5.83% shareholder in the Company. In addition, three executives of Greenpro are collectively 10.36% shareholders in the Company.

For the three months ended January 31,April 30, 2023, the Company incurred total fees to Greenpro of $12,5165,991, consisting of accounting fees of $5,736 and company secretarial fees of $255, respectively.

For the six months ended April 30, 2023, the Company incurred total fees to Greenpro of $18,507, including accounting fees of $11,07616,812, administration fees of $640 and, advisory fees of $800 and company secretarial fees of $255, respectively. For

During the three months ended January 31,April 30, 2022, the Company incurred accountingprofessional fees to Greenpro of $12,55112,517. During the six months ended April 30, 2022, the Company incurred professional fees to Greenpro.Greenpro of $26,094.

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

The following information should be read in conjunction with (i) the financial statements of Global Leaders Corp., a Nevada corporation, and the notes thereto appearing elsewhere in this Form 10-Q/A together with (ii) the more detailed business information and the October 31, 2022 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K for the year ended October 31, 2022 filed with the SEC on February 7, 2023. Statements in this section and elsewhere in this Form 10-Q/A that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

Global Leaders Corp. (the “Company” or “we”) was incorporated in the State of Nevada on July 20, 2020 and has a fiscal year end of October 31.

GOING CONCERN

For the threesix months ended January 31,April 30, 2023, the Company incurred a net loss of $192,444$330,705 and used cash in operating activities of $235,301.$335,465. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s October 31, 2022, financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

At January 31,April 30, 2023, our cash balance was $250,528.$150,364. Management estimates that the current funds on hand will be sufficient to continue operations through the next three to six months. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to implement its business plans and continue receiving financial support from its officers and shareholders. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. Significant estimates include estimates for the accruals of potential liabilities.

REVENUE RECOGNITION

The Company recognizes revenues when its customer obtains control of promised services, in an amount that reflects the consideration the Company expects to receive in exchange for those services. The Company recognizes revenue following the five-step model prescribed by Accounting Standards Codification (ASC) 606, “Revenue from Contracts”, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 1 in the accompanying condensed consolidated financial statements.

PLAN OF OPERATION

We started our business in 2020 and have a limited operating history. Our business commenced in 2020 and we intend to continue to expand the scope and geographic reach of our services by extending our coverage to service more clients in different regions. Such plans are based on current intentions and assumptions. Our expansion plan may be hindered by factors beyond our control, such as general market conditions, our ability to attract qualified employees, government policies relevant to our industry, our ability to maintain our existing competitive advantages and new market entrants. For example, there may be ownership restrictions in new jurisdictions where we intend to expand. For us to operate as a management consultancy services provider in these jurisdictions, we may be required to identify suitable local partners to enter such new markets. If we are unable to successfully implement our growth strategy, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Our anticipated future growth will likely place significant demand on our management and operational efficiency. Our success in managing our growth will depend, to a significant degree, on our ability to attract more new clients and retain existing clients and launch new services, and successfully monetize them, to increase our revenue. In addition, we will have to successfully adapt our existing services to changing industry and user conditions, and expand, train and manage our employees. The market in which we operate is highly dynamic and may not develop as expected. Our clients may not fully understand the value of our services and potential clients and candidates may have difficulty distinguishing our services from those of our competitors. If we are unable to manage our operations properly and prudently as we continue to grow in this dynamic and evolving market, or if the quality of our services deteriorates due to mismanagement, our brand name and reputation could be severely harmed, which would materially and adversely affect our business, financial condition, and results of operations.

Results of Operations

Three Months Ended January 31,April 30, 2023 and 2022

We recorded no revenues and cost of revenues for the periodsthree months ended January 31, 2023April 30, 2023.

We recorded $2,560 of service revenues and 2022, respectively.$1,536 of cost of service revenues for the three months ended April 30, 2022.

For the three months ended January 31,April 30, 2023 and 2022, general and administrative expenses were $192,444$138,261 and $25,292$15,290 and included $146,342$107,558 and $12,551$12,517 of general and administrative expenses to related parties for the periodsthree months ended January 31,April 30, 2023 and 2022, respectively.

Six Months Ended April 30, 2023 and 2022

We recorded no revenues and cost of revenues for the six months ended April 30, 2023.

We recorded $2,560 of service revenues and $1,536 of cost of service revenues for the six months ended April 30, 2022.

For the six months ended April 30, 2023 and 2022, general and administrative expenses were $330,705 and $42,703 and included $253,900 and $26,094 of general and administrative expenses to related parties for the six months ended April 30, 2023 and 2022, respectively.

Liquidity and Capital Resources

At January 31,April 30, 2023, our cash balance was $250,528.$150,364. Management estimates that the current funds on hand will be sufficient to continue operations through the next three months. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is can obtain additional financing it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. We do not have any financing arrangement and we cannot provide investors with any assurance that we will be able to raise sufficient funding to fund our operations and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our Common Stock or any other form of additional financing.

In November 2022, the Company sold 668,750 shares of restricted Common Stock to eighteen (18) individuals in a private placement at a price of $0.80 per share, for total proceeds of $535,000:$535,000.

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 called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31,April 30, 2023. This evaluation was carried out by Mr. Yip Hoi Hing Peter (“Mr. Peter Yip”), our Chief Executive Officer and Chief Financial Officer, who also serves as our principal executive officer and principal financial and accounting officer, respectively. Based upon that evaluation, Mr. Peter Yip concluded that, as of January 31,April 30, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management has identified the followingWe continue to have material weaknesses which have caused management to concludein our internal control over financial reporting disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2022, in that as of January 31, 2023, our disclosure controls(i) the Company did not maintain a functioning independent audit committee and procedures weredid not effective: Inadequatemaintain an independent board; (ii) the Company had inadequate segregation of duties consistentduties; and (iii) the Company had an insufficient number of personnel with control objectives.an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ended January 31,April 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.