Karbon-X Corp 10-Q for FY2023 Q2

Karbon-X Corp. (KARX)

10-Q 2023-01-23 For: 2022-11-30

Added on April 06, 2026

About this 10-Q

Karbon-X Corp filed this 10-Q on January 23, 2023, covering the quarter ended November 30, 2022 (FY2023 Q2).

Headline figures

Quarter ended November 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0
Net loss: $141.92K

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PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	16
Item 4.	Controls and Procedures.	16

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings.	17
Item 1A.	Risk Factors.	17
Item 2.	Unregistered Sales of Securities and Use of Proceeds.	17
Item 3.	Defaults Upon Senior Securities.	17
Item 4.	Mining Safety Disclosure.	17
Item 5.	Other Information.	17
Item 6.	Exhibits.	18

Contents		Page(s)

Consolidated Balance Sheets at November 30, 2022 (Unaudited) and May 31, 2022		4

Consolidated Statement of Operations for the Three and Six Months Ended November 30, 2022 (Unaudited)		5

Consolidated Statement of Changes in Shareholders’ Equity for the Three and Six Months Ended November 30, 2022 (Unaudited)		6

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

Notes to the Consolidated Financial Statements		8

	November 30, 2022			May 31, 2022
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	57,420		$	477,339
Accounts receivable		1,862			-
Sales tax receivable		24,177			10,809
Prepaid expenses and other current assets		-			2,808
Total current assets		83,459			490,957

Property and equipment		5,773			3,254
Internally developed software		352,948			176,777
Inventory		82,210			-
Investment in Silviculture		1,124,755			-
Security deposit		1,304			613
Total assets	$	1,650,449		$	671,600

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	72,745		$	30,754
Payroll liabilities		4,597			2,976
Total liabilities		77,342			33,730

Commitments and contingencies		-			-

Shareholders’ equity (deficit)
Common stock $0.001 par value, 200,000,000 shares authorized, 73,540,000 and 68,320,000 shares issued and outstanding as of November 30, 2022 and May 31, 2022, respectively.		69,040			68,320
Shares to be issued		1,125,000			-
Additional Paid-in capital		966,102			786,822
Accumulated deficit		(542,018	)		(204,228	)
Accumulated other comprehensive gain (loss)		(45,017	)		(13,044	)
Total shareholders’ equity (deficit)		1,573,107			637,870
Total liabilities and shareholders’ equity (deficit)	$	1,650,449		$	671,600

	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	)		(31,973	)
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, 2022		69,040,000		69,040		-		966,102		(400,096	)		(23,262	)		611,784
Shares to be issued for investment		-		-		1,125,000		-		-			-			1,125,000
Translation gain (loss)		-		-		-		-		-			(21,755	)		(21,755	)
Net loss		-		-		-		-		(141,922	)		-			(141,922	)
Balance November 30, 2022		69,040,000		69,040		1,125,000		966,102		(542,018	)		(45,017	)		1,573,107

	Common Stock				Shares to		Additional Paid		Accumulated			Accumulated other Comprehensive
Description	Shares		Amount		be issued		in Capital		Deficit			gain (loss)			Total
Balance May 31, 2022		68,320,000	$	68,320		-		786,822		(204,228	)		(13,044	)		637,870
Shares to be issued for investment		-		-		1,125,000		-		-			-			1,125,000
Issuance of shares and warrants for cash		720,000		720		-		179,820		-			-			180,000
Translation gain (loss)													(31,973	)		(31,973	)
Net loss		-		-		-		-		(337,790	)		-			(337,790	)
Balance November 30, 2022		69,040,000		69,040		1,125,000		966,102		(542,018	)		(45,017	)		1,573,107

	Six Months Ended
	November 30, 2022
Cash flows from operating activities
Net (loss) income	$	(337,790	)
Adjustments to reconcile net loss to net cash:
Depreciation expense		528
Loss on investment		245
Changes in operating assets and liabilities:
Accounts receivable		(1,862	)
Sales tax receivable		(13,368	)
Accounts payable		41,991
Payroll liabilities		1,620
Inventory		(82,209	)
Prepaid expenses		2,808
Security deposit		(692	)
Cash used in operating activities		(388,729	)

Cash flows from investing activities
Acquisition of property and equipment		(3,046	)
Cash paid for software development		(176,171	)
Cash used in investing activities		(179,217	)

Cash flows from financing activities
Proceeds from issuance of shares and warrants		180,000
Cash provided by financing activities		180,000

Effect of translation changes on cash		(31,973	)

Change in cash and cash equivalents		(419,919	)
Cash, beginning of period		477,339
Cash, end of period	$	57,420

Non cash investing and financing activities
Shares to be issued for the Silviculture investment	$	1,125,000

Supplemental disclosures
Cash paid for interest	$	-
Cash paid for income taxes	$	-

Description	Number		Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding May 31, 2022		3,420,000	$	0.75		1.33
Exercised		-		-		-
Granted		720,000		0.75		1.50
Expired		-		-		-
Cancelled		-		-		-
Outstanding November 30, 2022		4,140,000	$	0.75		1.37

	Six Months Ended November 30, 2022
Cash used in operating activities	$	(388,729	)
Cash provided by financing activities	$	180,000
Cash from (used in) investing activities	$	(179,217	)
Change in cash during the period	$	(419,919	)
Effect of exchange rate change	$	(31,973	)
Cash, beginning of period	$	477,339
Cash, end of period	$	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
101		Interactive data files pursuant to Rule 405 of Regulation S-T.

	Karbon-X Corp.
	(Registrant)

Date: January 23, 2023	By:	/s/ Chad Clovis
		Chad Clovis
		Chief Executive Officer and Director (Principal and Executive Officer)

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.