Karbon-X Corp. Files 2024 10-K

TL;DR

Karbon-X 10-K filed: FY24 results in, company still operating.

AI Summary

Karbon-X Corp. filed its 10-K for the fiscal year ending May 31, 2024, reporting a net loss. The company, formerly Cocoluv Inc., is incorporated in Nevada and operates in the perfumes, cosmetics & other toilet preparations sector. Its principal business address is in Calgary, Alberta, Canada.

Why It Matters

This filing provides a comprehensive overview of Karbon-X Corp.'s financial performance and business operations for the past fiscal year, crucial for investors assessing the company's health and future prospects.

Risk Assessment

Risk Level: medium — The filing indicates a company that has undergone a name change and operates in a competitive sector, with potential for financial volatility.

Key Numbers

• 0531 — Fiscal Year End (Indicates the end of the reporting period for the 10-K.)
• 20240531 — Conformed Period of Report (The specific period covered by the 10-K filing.)
• 20240913 — Filing Date (The date the 10-K was officially filed with the SEC.)

Key Players & Entities

• Karbon-X Corp. (company) — Filer of the 10-K
• Cocoluv Inc. (company) — Former name of Karbon-X Corp.
• 2024-05-31 (date) — Fiscal year end
• 2018-01-29 (date) — Date of name change
• 250-608-5435 (phone_number) — Business phone number

FAQ

Key Financial Figures

• $0.001 — Section 12(g) of the Act: Common Stock, $0.001 par value Indicate by check mark if t
• $0.25 — ent the company sold 3,820,000 units at $0.25 per unit for total gross proceeds of $9
• $955,000 — 25 per unit for total gross proceeds of $955,000. Each unit consisted of one share of co
• $0.75 — to purchase a share of common stock for $0.75 per share for a period of two years. I
• $232,654 — two payments amounting to approximately $232,654 to a third-party app development compan
• $0.50 — old 4,632,297 shares of common stock at $0.50 per share for total gross proceeds of $
• $2,316,486 — 0 per share for total gross proceeds of $2,316,486. During July – September 2023, Karbon-
• $83,993 — net of expenses related to issuances of $83,993. During January 2024, the Company rev
• $2 — of the previous private placements from $2 per unit to $.90 per unit and issued an
• $150,000 — le note with an accredited investor for $150,000 with a one-time interest fee of $37,500
• $37,500 — 150,000 with a one-time interest fee of $37,500 converted into common shares originally
• $0.90 — verted into common shares originally at $0.90 per share. 4 Table of Contents His
• $19.99 — month energy used for one light bulb! $19.99/month $14.99/month $9.99/month $1
• $14.99 — sed for one light bulb! $19.99/month $14.99/month $9.99/month $199.99/year $1
• $9.99 — ht bulb! $19.99/month $14.99/month $9.99/month $199.99/year $149.99/year $

Filing Documents

• karx_10k.htm (10-K) — 647KB
• karx_ex21.htm (EX-21) — 1KB
• karx_ex311.htm (EX-31.1) — 9KB
• karx_ex312.htm (EX-31.2) — 9KB
• karx_ex321.htm (EX-32.1) — 3KB
• karx_ex322.htm (EX-32.2) — 3KB
• karx_10kimg2.jpg (GRAPHIC) — 4KB
• karx_10kimg3.jpg (GRAPHIC) — 3KB
• 0001477932-24-005717.txt ( ) — 3046KB
• karx-20240531.xsd (EX-101.SCH) — 34KB
• karx-20240531_lab.xml (EX-101.LAB) — 218KB
• karx-20240531_cal.xml (EX-101.CAL) — 42KB
• karx-20240531_pre.xml (EX-101.PRE) — 171KB
• karx-20240531_def.xml (EX-101.DEF) — 62KB
• karx_10k_htm.xml (XML) — 263KB

Risk Factors

Risk Factors 7 Item 2. Description of Property 10 Item 3.

Legal Proceedings

Legal Proceedings 11 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities 12 Item 6.

Selected Financial Data

Selected Financial Data 13 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

Management's Discussion and Analysis of Financial Condition and Results of Operation 13 Item 8.

Financial Statements

Financial Statements 20 Item 9A.

Controls and Procedures

Controls and Procedures 21 Item 9B. Other Information 21 Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act 21 Item 11.

Executive Compensation

Executive Compensation 23 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 25 Item 13. Certain Relationships and Related Transactions, and Director Independence. 27 Item 14. Principal Accountant Fees and Services 27 Item 15. Exhibits 28 2 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION This Annual Report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that Karbon-X Corp. (hereinafter referred to as "we," "us," "our," "our Company" or "Karbon-X") expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as "may," "should," "could," "predict," "potential," "believe," "will likely result," "expect," "will continue," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would" and "outlook," and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statemen

Description of Business

Item 1. Description of Business Karbon-X Corp (or "Karbon-X" or "the Company") is a public Nevada corporation that offers investors exposure to certified carbon credits which are a key instrument used by both individuals and corporations to achieve their carbon neutral and net-zero carbon goals. The company is environmental, social and governance (ESG) principled and focuses on partnering with high-quality projects and/or companies that generate or are actively involved in the voluntary carbon credit market. Karbon-X Corp is focused on customized transactional options for corporations to offset their carbon footprint and provides scalable access to the Verified Emissions Reduction markets. Karbon-X is changing the marketing framework of traditional carbon marketing by engaging with the public in order to fund multiple forms of technology-based greenhouse gas reduction builds. Carbon Credit Generation Karbon-X Corp has begun purchasing verified carbon credits from numerous vendors and intends to resell these credits to both industry and the general public. The Company has already begun funding projects in order to generate Karbon-X Corp carbon credits of its own. Once verified these projects will generate carbon credits that will be sold on its proprietary APP platform. Developments Subsequent to March 31, 2022 and through June 1, 2022, Karbon-X Corp. completed a private placement pursuant to Rule 506(c) of the Securities Exchange Act of 1934, as amended. In that private placement the company sold 3,820,000 units at $0.25 per unit for total gross proceeds of $955,000. Each unit consisted of one share of common stock and one warrant to purchase a share of common stock for $0.75 per share for a period of two years. In June 2022 the Company made two payments amounting to approximately $232,654 to a third-party app development company. On April 26, 2022 the company signed a letter of intent with Silversmith Power and Light Company to explore the Silversmith P

Legal Proceedings

Legal Proceedings On May 17, 2022, Karbon-X entered into a partnership with Silviculture Systems Corp and 4Ever Forest Foundation to acquire 80% of Silviculture for $7,300,000, with payments divided between common stock and capital contributions. The project involved planting 750,000 trees, developing a charcoal stream, and generating carbon credits. Karbon-X abandoned the deal in November 2023, writing off the investment and recognizing a loss of $1,064,203. We are currently in negotiations to resolve potential disputes arising from this situation. In February 2024, Karbon-X were notified of a former employee filing a lawsuit against the company for wrongful termination. The Company is currently counter-suing and is expecting to prevail. As of the date hereof the Company is not party to any other material legal proceedings and is not aware of any material threatened litigation.

Risk Factors

Item 1A. Risk Factors. An investment in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below. Our business, financial condition, results of operations and cash flows could be materially adversely affected by any of these risks, and the market or trading price of our securities could decline due to any of these risks. In addition, please read "Disclosure Regarding Forward-Looking Statements" in this Annual Report, where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this Annual Report. Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations. In this Section, the terms the "Company," "we", "our" and "us" refer to Karbon-X Corp. as well as our subsidiary Karbon-X Project, Inc. 7 Table of Contents Risks Related to Our Operations We will incur losses and there is no guarantee that we will ever become profitable. We are a relatively newly formed company. There is no guarantee that we will ever become profitable. The costs for research, product development, along with marketing and selling expenses, and the general and administrative expenses, will be principal causes of our costs and/or potential losses. We may never become profitable and if we do not become profitable your investment could be harmed or lost completely. We may need additional capital in the future in order to continue our operations. We obtained approximately $3,696,553 in our recent private placements which we are using for development and operations. However, if in the future we do not turn profitable or generate cash from operations and additional capital is needed to support operations, economic and market conditions may make it difficult or impossible to raise additional funds through debt or equity financings. If funds a

View Full Filing

View this 10-K filing on SEC EDGAR