Karbon-X Corp. 10-Q

Item 1. Financial Statements. COCOLUV INC. FINANCIAL STATEMENTS November 30, 2021 (Un-Audited) BALANCE SHEETS 4 STATEMENTS OF OPERATIONS 5 STATEMENT OF STOCKHOLDER’S (DEFICIT) 6 STATEMENTS OF CASH FLOWS 7 NOTES TO FINANCIAL STATEMENTS 8 3 Table of Contents COCOLUV INC. BALANCE SHEETS (Un-Audited) November 30, 2021 May 31, 2021 ASSETS CURRENT ASSETS Cash $ 134 $ 352 Prepaid - 20,000 TOTAL CURRENT ASSETS $ 134 $ 20,352 LIABILITIES AND STOCKHOLDER’S (DEFICIT) CURRENT LIABILITIES Accounts payable 8,359 4,206 Due to related party 89,943 81,398 TOTAL CURRENT LIABILITIES 98,302 85,604 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ (DEFICIT) Common stock Authorized 200,000,000 shares of common stock, $ 0.001 par value, Issued and outstanding 64,900,000 shares of common stock (May 31, 2021 – 64,900,000 ) 64,900 64,900 Additional paid in capital ( 46,010 ) ( 46,010 ) Accumulated deficit ( 117,058 ) ( 84,142 ) TOTAL STOCKHOLDERS’ (DEFICIT) ( 98,168 ) ( 65,252 ) TOTAL LIABILITIES AND STOCKHOLDER’S (DEFICIT) $ 134 $ 20,352 The accompanying notes are an integral part of these financial statements. 4 Table of Contents COCOLUV INC. STATEMENTS OF OPERATIONS (Un-Audited) For the three months ended November 30, 2021 For the three months ended November 30, 2020 For the six months ended November 30, 2021 For the six months ended November 30, 2020 REVENUE $ - $ - $ - $ - OPERATING EXPENSES General and administrative $ 1,192 $ 3,001 $ 2,771 $ 3,763 Professional fees 23,500 6,000 30,145 12,000 TOTAL OPERATING EXPENSES ( 24,692 ) ( 9,001 ) ( 32,916 ) ( 15,763 ) NET LOSS ( 24,692 ) ( 9,001 ) ( 32,916 ) ( 15,763 ) NET LOSS PER COMMON SHARE – BASIC AND DILUTED $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED 64,900,000 64,900,000 64,900,000 64,900,000 The accompanying notes are an integral part of these financial statements. 5 Table of Contents COCOLUV INC. STATEMENT OF STOCKHOLDER’S DEFICIT FOR SIX-MONTH ENDED FROM JUNE 1, 2021 TO NOVEMBER 30, 2021 (Un-Audited) Common Stock Additional Paid-in Accumulated Number of shares Amount Capital Deficit Total Balance, May 31, 2021 64,900,000 $ 64,900 $ ( 46,010 ) $ ( 84,142 ) $ ( 65,252 ) Net loss for the three months ending August 31, 2021 - - - ( 8,224 ) ( 8,224 ) Balance, August 31, 2021 64,900,000 $ 64,900 $ ( 46,010 ) $ ( 92,366 ) $ ( 73,476 ) Net loss for the three-months ending November 30, 2021 - - - ( 24,692 ) ( 24,692 ) Balance, November 30, 2021 64,900,000 $ 64,900 $ ( 46,010 ) $ ( 117,058 ) $ ( 98,168 ) COCOLUV INC. STATEMENT OF STOCKHOLDER’S DEFICIT FOR THE SIX-MONTH ENDED FROM JUNE 1, 2020 TO NOVEMBER 30, 2020 (Un-Audited) Common Stock Additional Paid-in Accumulated Number of shares Amount Capital Deficit Total Balance, May 31, 2020 64,900,000 $ 64,900 $ ( 46,010 ) $ ( 53,453 ) $ 34,563 Net loss for the three-months ended August 31, 2020 - - - ( 6,762 ) ( 6,762 ) Balance, August 31, 2020 (unaudited) 64,900,000 $ 64,900 $ ( 46,010 ) $ ( 60,215 ) $ ( 41,325 ) Net loss for the three-months ended November 30, 2020 - - - ( 9,001 ) ( 9,001 ) Balance, November 30, 2020 (unaudited) 64,900,000 $ 64,900 $ ( 46,010 ) $ ( 69,216 ) $ ( 69,216 ) May 20, 2020, the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 50 new common shares for 1 old common share The accompanying notes are an integral part of these financial statements. 6 Table of Contents COCOLUV INC. STATEMENTS OF CASH FLOWS (Un-Audited) For the six months ending November 30, 2021 For the six months ending November 30, 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ ( 32,916 ) $ ( 15,763 ) Adjustments to reconcile net loss to net cash used in operating activities Expenses paid by related party 8,545 21,798 Changes in operating assets and liabilities Prepaid 20,000 - Accounts payable 4,153 ( 6,101 ) NET CASH USED IN OPERATING ACTIVITIES ( 218 ) ( 66 ) CASH FLOWS FROM INVESTING ACTIVITIES - - CASH FLOWS FROM FINANCING ACTIVITIES Advances from related party - - Payment of purchase common stock - - Proceeds on sale of common stock - - NET CASH PROVIDED BY FINANCING ACTIVITIES - - NET INCREASE IN CASH ( 218 ) ( 33 ) CASH, BEGINNING OF PERIOD 352 494 CASH, END OF PERIOD $ 134 $ 461 SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES: Cash paid during the period for: Interest $ - $ - Income taxes $ - $ - The accompanying notes are an integral part of these financial statements. 7 Table of Contents COCOLUV INC. NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2021 (Un-Audited) NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION CocoLuv Inc. was incorporated in the State of Nevada as a for-profit Company on September 13, 2017 and established a fiscal year end of May 31. The Company intends to manufacture market and sell a product line of 5 hair care products derived from Virgin Coconut Oil. The initial 5 products will be 3 for women and 2 for men. Going concern To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $ 117,058 . As at November 30, 2021, the Company has a working capital deficit of $ 98,302 . The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of November 30, 2021, the Company has issued 50,000,000 founders shares for net proceeds of $ 3,990 and 14,900,000 private placement shares for net proceeds of $ 14,900 to the Company. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended May 31, 2021 included in the Company’s year-end financial statements on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six-months ended November 30, 2021 are not necessarily indicative of the results that may be expected for the year ending May 31, 2022. Use of Estimates and Assumptions Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates. Commitments and Contingencies On September 26, 2018 the Company signed a lease for office space in San Francisco, California. The term of the lease is for one year and is then renewed on a month to month basis. Current monthly rent is $59.83 per month. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. Fair Value of Financial Instruments The carrying amount of the Company’s financial assets and liabilities approximates their fair values due to their short-term maturities. COCOLUV INC. NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2021 (Un-Audited) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Loss per Common Share The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company. As of November 30, 2021, there were no common stock equivalents outstanding. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. Stock-based Compensation The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at November 30, 2021 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly no stock-based compensation has been recorded to date. Recent Accounting Pronouncements The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements. NOTE 3 – COMMON STOCK The Company’s capitalization is 200,000,000 common shares with a par value of $ 0.001 per share. No preferred shares have been authorized or issued. Total shares issued and outstanding as of August 31 is 64,900,000 . On September 30, 2017, the Company issued 200,000,000 ( 4,000,000 pre-split) common shares at $ 0.00002 per share to the sole director and President of the Company. The Company received net proceeds of $ 4,000 in payment of the shares. Between August 2019 and April, 2020 the Company sold 14,900,000 ( 298,000 pre-split) shares of its common stock at $ 0.001 for $ 14,900 net proceeds to the Company. On May 20, 2020, the founding shareholder of the Company returned 150,000,000 (pre-split 3,000,000 ) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company. The shares were returned to treasury for $ 0.000000066 per share for a total consideration of $ 10 to the shareholder. On May 20, 2020, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 50 new common shares for 1 old common share. All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 50:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted. NOTE 4 – RELATED PARTY TRANSACTIONS During the six-month period ended November 30, 2021 the CEO, Reymund Guillermo, paid expenses of $ 8,545 on behalf of the Company for the period. Total amount owed to the CEO as of November 30, 2021 is $ 89,943 (May 31, 2021- $ 81,398 ). The amounts due to related party are unsecured and non- interest-bearing with no set terms of repayment. 9 Table of Contents