Karbon-X Corp 10-Q, filed Jan 22, 2024

Karbon-X Corp. (KARX)

10-Q 2024-01-22 For: 2023-11-30

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Added on April 06, 2026

About this 10-Q

Karbon-X Corp filed this 10-Q on January 22, 2024, covering the quarter ended November 30, 2023.

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Nevada		82-2882342
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements.
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	8
Item 4.	Controls and Procedures.	8

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings.	9
Item 1A.	Risk Factors.	9
Item 2.	Unregistered Sales of Securities and Use of Proceeds.	9
Item 3.	Defaults Upon Senior Securities.	10
Item 4.	Mining Safety Disclosure.	10
Item 5.	Other Information.	10
Item 6.	Exhibits.	11

PART 1 FINANCIAL INFORMATION		Page(s)

Consolidated Balance Sheets at November 30, 2023 (Unaudited) and May 31, 2023		F-2

Consolidated Statements of Operations for the Three and Six Months Ended November 30, 2023 (Unaudited) and November 30, 2022(Unaudited)		F-3

Consolidated Statement of Changes in Shareholders’ Equity for the Three and Six Months Ended November 30, 2023 (Unaudited) and November 30, 2022(Unaudited)		F-5

Consolidated Statement of Cash Flows for the Six Months Ended November 30, 2023 (Unaudited) and November 30, 2022(Unaudited)		F-7

Notes to the Consolidated Financial Statements		F-8

	November 30, 2023			May 31, 2023
	(Unaudited)			(Audited)
Current assets
Cash and cash equivalents	$	568,228		$	206,820
Accounts receivable		14,036			-
Sales tax receivable		23,914			45,586
Prepaid expenses and other current assets		127,855			59,767
Total current assets		734,031			312,173

Property and equipment		8,039			9,116
Internally Developed Software		523,606			522,771
Inventory		171,588			80,750
Right of use asset		59,109			68,307
Investment in Silviculture		-			1,514,483
Security deposit		7,527			7,515
Total assets	$	1,503,900		$	2,515,115

LIABILITES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	29,249		$	69,732
Current portion of lease-liability		22,899			14,688
Short-term loan		-			100,000
Credit Card		2,278			-
Deferred Revenue		194,901			-
Payroll liabilities		29,334			10,061
Total Current Liabilities		278,661			194,481

Non-current portion of lease liability		43,762			55,415
Total Liabilities		322,423			249,896
Commitments and contingencies
Shareholders’ equity (deficit)
Common stock $0.001 par value, 200,000,000 shares authorized, 78,603,858 and 72,579,000 shares issued and outstanding as of November 30, 2023 and May 31, 2023, respectively.		78,603			72,579
Shares to be issued		-			1,750,000
Additional Paid-in capital		5,013,178			2,638,532
Accumulated deficit		(3,896,931	)		(2,192,106	)
Accumulated other comprehensive gain (loss)		(13,372	)		(3,786	)
Total shareholders’ equity (deficit)		1,181,478			2,265,219
Total liabilities and shareholders’ equity (deficit)	$	1,503,900		$	2,515,115

	Three Months Ended			Six Months Ended
	November 30, 2023			November 30, 2023
Operations
Total revenue	$	36,082		$	39,840
Cost of revenue		(25,669	)		(26,218	)
Gross profit		10,413			13,622

Marketing expenses		7,444			28,839
Salaries and wages		141,854			314,741
Professional fees		72,171			150,462
Other operating expenses		82,601			135,501
Total operating expenses		304,070			629,543

Loss from Operations		(293,657	)		(615,921	)

Other income (expenses)
Impairment of Investments		(1,064,203	)		-
Other income (expenses)	3067				(1,088,903	)
Federal income tax expense		-			-
Net loss		(1,354,793	)		(1,704,824	)

Other comprehensive loss					-
Foreign currency translation gain (loss)		(6,363	)		(9,586	)
Total comprehensive loss	$	(1,361,156	)	$	(1,714,410	)

Earnings Per Share
Weighted average shares outstanding (Basic and Diluted		77,566,636			76,726,602
Basic and fully diluted loss per share	$	(0.02	)	$	(0.02	)

	Three Months Ended			Six Months Ended
	November 30, 2022			November 30, 2022
Operations
Total revenue	$	-		$	-
Cost of revenue		-			-
Gross profit		-			-

Marketing expenses		8,320			18,984
Professional fees		70,277			156,872
Other operating expenses		63,818			162,427
Total operating expenses		142,415			338,283

Loss from Operations		(142,415	)		(338,283	)

Other income (expenses)		493			493
Net loss before income taxes		(141,922	)		(337,790	)
Federal income tax expense		-			-
Net loss		(141,922	)		(337,790	)

Other comprehensive loss
Foreign currency translation gain (loss)		(21,755	)		(31,972	)
Total comprehensive loss		(163,677	)		(369,763	)

Earnings Per Share
Weighted average basic and diluted shares outstanding		69,840,000			69,356,923
Basic and fully diluted loss per share	$	(0.00	)	$	(0.00	)

	Common Stock				Shares to			Additional Paid		Accumulated			Accumulated other Comprehensive
Description	Shares		Amount		be issued			in Capital		Deficit			gain (loss)			Total
Balance August 31, 2023		78,553,858	$	78,554	$	1,500,000		$	4,913,228	$	(2,542,138	)	$	(7,009	)	$	3,942,635
Issuance of shares for cash.		50,000		50		-			99,950		-			-			100,000
Write off of Investment in silviculture				-		(1,500,000	)		-		-			-			(1,500,000	)
Translation loss		-		-										(6363	)		3,942,635
Net loss for the period						-			-		(1,354,793	)					(1,354,793
		-		-		-								-			(6,363	)
Balance November 30, 2023		78,603,858	$	78,604	$	-		$	5,013,178		(3,896,931	)		(13,372	)		1,181,478

·	Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

·	Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

·	Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

Description	November 30, 2023		May 31, 2023
Prepaid Common Credit Purchase	$	59,862	$	-
Prepaid furniture		-		59,767
Prepaid Advertising Expenses		65,033		-
Other prepaids		2,960		-
Total	$	127,855	$	59,767

Description	Number		Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding May 31, 2023		4,140,000	$	0.75		0.43
Exercised		-		-		-
Granted		10,400		0.75		0.43
Expired		-		-		-
Cancelled		-		-		-
Outstanding November 30, 2023		4,150,400	$	0.75		0.43

Year Ended May 31,	Total
2024	$	14,338
2025	$	28,675
2026	$	28,675
2027	$	4,779
Thereafter	$	-
Total lease payment	$	76,468
Less: Imputed Interest	$	(9,807	)
Operating lease liabilities	$	66,660
Operating lease liabilities- Current	$	22,899
Operating lease liabilities- Non-current	$	43,762

	Six Months Ended November 30, 2023			Six Months Ended November 30, 2022
Cash used in operating activities	$	(574,147	)		(388,729	)
Cash from financing activities	$	1,655,669			180,000
Cash used in investing activities	$	(702,407	)		(179,218	)
Change in cash during the period	$	361,408			(419,339	)
Effect of exchange rate change	$	(17,708	)		(31,973	)
Cash, beginning of period	$	206,820			477,339
Cash, end of period	$	568,228			57,420

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer

	Karbon-X Corp.
	(Registrant)

Date: January 22, 2024	By:	/s/ Chad Clovis
		Chad Clovis
		Chief Executive Officer and Director {Principal and Executive Officer}

Description	November 30, 2023			May 31, 2023
Furniture and fixtures	$	6,617		$	6,607
Computer and equipment		3,711			3,705
Total property cost	$	10,328		$	10,312
Accumulated depreciation		(2,289	)		(1,196	)
Property and equipment, net	$	8,039		$	9,116

1.	I have reviewed this quarterly report of Karbon-X Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	1.	The Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and

	2.	The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.