UNITED STATES

SECURITIESANDEXCHANGECOMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM 10-Q10-Q/A

x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2023

Commission File Number 333-227066000-56288

CocoLuv Inc.KARBON-X CORP.

(Exact name of registrant as specified in its charter)

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

1390 Main Street, Suite 20, San Francisco, CA., 97204910 7th Ave SW Calgary ,AB, Canada T2P 3N8

(Address of principal executive offices) (Zip Code)

800-294-8513778-256-5730

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act

Indicate by check mark whether the registrantissuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨☒ Yes x☐ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ¨☒ Yes x☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x☐ Yes ¨☒ No

As of April 4, 2019,January 23, 2024, there were 4,000,00078,603,858 shares of common stock issued and outstanding.

EXPLANATORY NOTE:

This amendment is being filed principally to include the required XBRL filing, along with a few additional minor corrections.

TABLE ofOF CONTENTS

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements.		F-2-F-13	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		3	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		8	11
Item 4.	Controls and Procedures.		8	11
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings.		9	12
Item 1A.	Risk Factors.		12
			9
Item 2.	Unregistered Sales of Securities and Use of Proceeds.		9
Item 3.	Defaults Upon Senior Securities.		9
Item 4.	Mining Safety Disclosure.		9
Item 5.	Other Information.		9
Item 6.	Exhibits.		10

Contents

2

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

COCOLUV INC.

FINANCIAL STATEMENTS

February 28, 2019

(unaudited)

BALANCE SHEETS		4F-7
STATEMENTS OF OPERATIONSNotes to the Consolidated Financial Statements		5F-8-F-13

STATEMENTS OF CASH FLOWS

 6

NOTES TO FINANCIAL STATEMENTS

 7

3F-1

Table of Contents

KARBON-X CORP.

Consolidated Balance Sheet

COCOLUV INC.

BALANCE SHEETS

		February 28, 2019				May 31, 2018
		(unaudited)
ASSETS
CURRENT ASSETS
Cash		$	97			$	4,009
TOTAL CURRENT ASSETS		$	97			$	4,009
LIABILITIES AND STOCKHOLDER’S EQUITY/ (DEFICIT)
CURRENT LIABILITIES
Accounts payable			2,702				-
Due to related part			6,136				1,719
TOTAL CURRENT LIABILITIES			8,838				1,719
COMMITMENTS AND CONTINGENCIES STOCKHOLDER’S EQUITY/(DEFICIT)							-
Common stock
Authorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 4,000,000 shares of common stock			4,000				4,000
Accumulated deficit			(12,741	)			(1,710	)
TOTAL STOCKHOLDER’S EQUITY/(DEFICIT)			(8,741	)			2,290
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY/(DEFICIT)		$	97			$	4,009

The accompanying notes are an integral part of these unaudited financial statements.statements

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COCOLUV INC.KARBON-X CORP.

STATEMENTS OF OPERATIONSConsolidated Statements of Operations

(Unaudited)

		Three months ended  February 28, 2019				Three months ended February 28, 2018				Nine months ended  February 28, 2019				September 13, 2017 (inception) to February 28, 2018
REVENUE		$	-			$	-			$	-			$	-
OPERATING EXPENSES
General and administrative		$	443			$	159			$	1,831			$	1,509
Professional Fee			2,500				0				9,200				0
TOTAL OPERATING EXPENSES			(2,943	)			(159	)			(11,031	)			(1.509	)
NET LOSS			(2,943	)			(159	)			(11,031	)			(1,509	)
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			4,000,000				4,000,000				4,000,000				3,595,238

The accompanying notes are an integral part of these unaudited financial statements.statements

5F-3

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COCOLUV INC.KARBON-X CORP.

STATEMENTS OF CASH FLOWSConsolidated Statements of Operations

(Unaudited)

		Nine months ended February 28, 2019				September 13, 2017 (inception) to  February 28,  2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		$	(11,031	)		$	(1,509	)
Adjustments to reconcile net loss to net cash used in operating activities			-				-
Expenses paid by related party			3,067				1,509
Changes in operating assets and liabilities			-				-
Accounts payable			2,702				-
NET CASH USED IN OPERATING ACTIVITIES			(5,262	)			0.
CASH FLOWS FROM INVESTING ACTIVITIES			-				-
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party			1,350				-
Proceeds on sale of common stock			-				-
NET CASH PROVIDED BY FINANCING ACTIVITIES			1,350				-
NET INCREASE IN CASH			(3,912	)			-
CASH, BEGINNING OF PERIOD			4,009				-
CASH, END OF PERIOD		$	97			$	-
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 unaudited financial statements.statements

6F-4

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KARBON-X CORP.

Consolidated Statement of Changes in Shareholders’ Equity

For the Three Months and Six Months Ended November 30, 2023

(Unaudited)

Three Months Ended November 30, 2023.

Six Months Ended November 30, 2023.

The accompanying notes are an integral part of these financial statements

KARBON-X CORP.

Consolidated Statement of Changes in Shareholders’ Equity

For the Three and Six Months Ended November 30, 2022

(Unaudited)

COCOLUV INC.Three Months Ended November 30, 2022. 

NOTES TO FINANCIAL STATEMENTS 

Six Months Ended November 30, 2022. 

The accompanying notes are an integral part of these financial statements

KARBON-X CORP.

Consolidated Statement of Cash Flow

(Unaudited)

The accompanying notes are an integral part of these financial statements

KARBON-X CORP.

Notes to Consolidated Financial Statements

November 30, 2023

(Unaudited)

NOTENote 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATIONBasis of Presentation and Significant Accounting Policies

CocoLuv Inc.Karbon-X Corp. (“Karbon-X” or the Company”) was incorporated in the State of Nevada as a for-profit Companyunder the name Cocoluv,Inc on September 13, 2017 and established a fiscal year end of May 31. 

On February 21, 2022, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Karbon-X Project Inc. ("Karbon-X"), and Karbon-X became the wholly owned subsidiary of the Company in a reverse merger (the "Reverse Acquisition"). Pursuant to the Reverse Acquisition, all of the issued and outstanding shares of Karbon-X common stock were converted, at an exchange ratio of 20,000-for-1, into an aggregate of 20,000,000 shares of the Company's common stock, resulting in Karbon-X becoming a wholly owned subsidiary of the Company and all debt owed to the related party of Cocoluv, Inc. was forgiven. The accompanying financial statements' share information has been retroactively adjusted to reflect the exchange ratio in the Reverse Acquisition.  As part of the Reverse Acquisition, on April 14, 2022 the Company intendschanged its name to manufacture market and sell a product line of 5 hair care products derived from Virgin Coconut Oil. The initial 5 productsKarbon-X Corp.

Under generally accepted accounting principles in the United States ("US GAAP") because the combined entity will be 3dependent on Karbon-X's senior management, the Reverse Acquisition was accounted for womenas a recapitalization effected by a share exchange, wherein Karbon-X is considered the acquirer for accounting and 2 for men.financial reporting purposes. On the date of the reorganization, the assets and liabilities of Karbon-X have been brought forward at their book value and consolidated with Cocoluv, Inc.’s assets, which comprised of cash and cash equivalents of $134 and liabilities which comprises due to related party of $99,902 (see Note 1 Basis of Presentation below). No goodwill has been recognized. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements are those of Karbon-X and are recorded at the historical cost basis of Karbon-X.

Going concern

To date the Company has generated nominimal revenues from its business operations and has incurred operating losses since inception of $12,741. As at February 28, 2019, the Company has a working capital deficit of $8,741.$3,884,201. 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 February 28, 2019, the Company has issued 4,000,000 founders shares at $0.001 per share for net proceeds of $4,000 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 – Unaudited Financial Statements

The accompanying unauditedconsolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements present the consolidated balance sheets, statements of operations, stockholders' equity and cash flows of the Company. These consolidated financial statements are presented in the United States dollar and have been prepared in accordance with accounting principles 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, 2018 included in the Company’s S-1 filed with the Securities and Exchange Commission on August 28, 2018. The unaudited financial statements should be read in conjunction with those financial statements included in the Form S-1. 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 nine months ended February 28, 2019 are not necessarily indicative of the results that may be expected for the year ending May 31, 2019.United States.

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, 2017 the Company signed a lease for office space in San Francisco, California. The lease is on a month-to-month basis at $54 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.

Sales Tax Receivable

Sales tax receivable consists of the accumulated reclaimable GST paid by the Company on purchases made in Canada. 

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets which are all five years.

Costs of major additions and improvements are capitalized while expenditures for maintenance and repairs, which do not extend the life of the asset, are expensed. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is credited or charged to income. Long-lived assets held and used by us are reviewed based on market factors and operational considerations for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Inventory

Inventories are valued at the lower of cost or net realizable value. The Company's inventories are valued under the first in, first out (FIFO) method. Net realizable value is estimated based on current selling prices. Estimated provisions are established for slow-moving and obsolete inventory. As of June 1, 2023, the Company changed its inventory policy from weighted average to FIFO, this had no significant impact on the current or prior consolidated financial statements. 

Investments

The Company accounts for investments with a 20% to 50% ownership and a significant, but not controlling influence as equity method investments. Investments with a greater than 50% ownership and a controlling influence are accounted for using the consolidation method. The Company assesses the potential impairment of equity method investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee's business segment might indicate a loss in value. The Company has accounted for its investment in Silviculture Systems using the equity method and its investment in its subsidiary Karbon-X Project, Inc using the consolidation method. During November 2023, the Company abandoned the Silviculture investment deal and decided to write off the carrying value of the Equity Investment in Silviculture.

Fair Value of Financial Instruments

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:

The carrying amount of the Company’s financial assets and liabilities approximatesapproximate their fair values due to their short-term maturities.

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under ASC 606, the Company recognizes revenue from the commercial sales of carbon credits and consulting services by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Rates for consulting services are typically per day, per hour, or a similar basis. Consulting revenue is recognized over the period in which the service is provided

Revenue for sales of carbon credits is recognized at a point in time when control of the credit transfers to the buyer. The Company acts as a principal in all revenue transactions.

Foreign Currency Translation

COCOLUV INC.

NOTES TO FINANCIAL STATEMENTS

February 28, 2019 (Unaudited)

The functional currency of the Company is the Canadian Dollar (“CAD”). For financial statement purposes, the reporting currency is the United States Dollar (“USD”).

LossFor financial reporting purposes, the consolidated financial statements are translated into the Company’s reporting currency, USD. Asset, liability and equity accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using the average exchange rate prevailing during the reporting period.

Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholder’s equity (deficit).

Warrants

There is estimation uncertainty with respect to selecting inputs to the Black-Sholes model used to determine the fair value of the warrants (Note 6). These inputs include the stock price ranging from $0.50 - $0.25, exercise price ranging from $0.75 - $0.50, time to maturity of two years, annual risk-free interest rate ranging from 2.66% - 4.92%, and annualized volatility ranging from 637.12 % -25.93 %.

The above estimates and assumptions are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Significant Estimates

Significant estimates applied in the preparation of these financial statements include the estimated useful lives of property and equipment, share volatility and estimated life of options and warrants in determining their fair value as well as the expected potential for the realization of deferred tax assets in determining the amount of the valuation allowance thereto.

Earnings 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. DilutedAs of November 30, 2023, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per share isshare.  

Reclassifications

Certain amounts in the sameconsolidated financial statements for the prior year have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings, financial position, or cash flows. 

Note 2 – Prepaid Expenses

As of November 30, 2023 and May 31, 2023, prepaid expenses consisted of the following:

Note 3 – Inventory

Inventory as basic lossof November 30, 2023 and May 31, 2023, consisted of the following:

Carbon credit inventory represents carbon credits currently held for sale. 

Note 4 – Property and Equipment

The amount of property and equipment as of November 30, 2023 and May 31, 2023, consisted of the following:

The Company made no purchases during the six months ended November 30,2023 and purchased office chairs and desks the year ended May 31,2023 for $ 6,607. The company also purchased computers during the year ended May 31,2023 for $ 3,705. Depreciation expense for the three months and six months ended November 30, 2023 was $ 546 and $ 1,099 respectively. Depreciation expense for the six months ended November 30, 2022 was $528.

Note 5 – Shareholders’ Equity

During the six months ended November 30, 2023, Karbon-X Corp completed the following private placements pursuant to Rule 506(c) of the Securities Exchange Act of 1934, as amended.

During July – September 2023, 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 3,274,858 shares of common stock at $0.50 per share duefor gross proceeds of $ 1,637,429, net of expenses related to issuances of $83,993. Further the  Company converted a loan for $100,000 into 200,000 shares at price of $0.50 per share. During November 2023, the Company sold 50,000 shares of common stock at $2 per unit for total proceeds of $100,000.

On May 31, 2023, the Company executed an amended share exchange agreement to buy up to 80% of Silviculture Systems in exchange for cash and shares of Karbon-X Corp valued at $7,250,000. $3,250,000 paid for in shares and the remaining $3,500,000 paid for in cash over the next three years. The issuance of shares will occur in tranches upon the completion of milestones. As of November 30, 2023, the Company has paid $999,783 in cash, has a 32% ownership in Silviculture Systems and has a significant, but not controlling interest in Silviculture Systems. The shares related to the lack32% ownership are shown as shares to be issued and have been valued at the most recent stock purchase price, at the time of dilutive itemssigning, of $0.25 per share. This investment has been accounted for as an equity method investment and its respective gain/loss for the period has been recorded in the Company.statement of operations.

During November 2023, the Company has abandoned the Silviculture investment deal and decided to write off the carrying value of the Equity Investment in Silviculture. Accordingly the Company has written of carrying value of Investment of  $2,564,203, accumulated value of shares to be issued $ 1,500,000 and recognized loss on write off $1,064,203 in its statement of operations for the three months ended November 30, 2023.

During the six months ended November 30, 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 720,000 units at $0.25 per unit for total proceeds of $180,000.  Each unit consisted of share of common stock and warrant to purchase a share of common stock for $0.75 per share for a period of two years.

Note 6 – Warrants

During the six months ended November 30, 2023, the Company issued 10,400 warrants to a finder in connection with one private placement. Each warrant entitles the holder to acquire one common share of the Corporation at an exercise price of $0.50 with a two year term. The 10,400 units of warrants and shares were issued as a finder’s fee valued at $2,236.

A detail of warrant activity for the six months ended November 30, 2023 is as follows:

Note 7 – Investments

On May 31, 2023, the Company executed an amended share exchange agreement to buy up to 80% of Silviculture Systems in exchange for cash and shares of Karbon-X Corp valued at $7,250,000. $3,250,000 paid for in shares and the remaining $3,500,000 paid for in cash over the next three years. The issuance of shares will occur in tranches upon the completion of milestones. As of February 28, 2019, there were no commonNovember 30, 2023, the Company has paid $999,783 in cash, has a 32% ownership in Silviculture Systems and has a significant, but not controlling interest in Silviculture Systems. The shares related to the 32% ownership are shown as shares to be issued and have been valued at the most recent stock equivalents outstanding.purchase price, at the time of signing, of $0.25 per share. This investment has been accounted for as an equity method investment and its respective gain/loss for the period has been recorded in the statement of operations.

Income TaxesDuring November 2023, the Company abandoned the Silviculture investment deal and decided to write off the carrying value of the Equity Investment in Silviculture. Accordingly the Company has written of carrying value of Investment of $2,564,203, accumulated value of shares to be issued $ 1,500,000 and recognized loss on write off $1,064,203 in its statement of operations for the three months ended November 30, 2023.

Note 8 – Capital Work in Progress (Internally Developed Software)

In accordance with ASC 350-40, the Company has capitalized internally developed software for its development of a mobile application. The software is currently in its application development stage and all related costs are being capitalized as incurred. Once the software is ready for implementation, the Company will begin amortizing the software over its estimated useful life. As of November 30, 2023 and May 31, 2023, the Company has capitalized internally developed software of $523,606 and $522,771, respectively.

Note 9 – Commitments and Contingencies

Operating Lease

The Company followsleases office space from a third party under an operating lease agreement over 40 months which expires in July 2026 for monthly rent of $ 3,246.The lease also includes the liability methodpayment of accountingexecutory costs .

Lease right-of-use assets represent the right to use an underlying asset pursuant to the lease for income taxes. Under this method, deferred taxthe lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Lease right-of-use assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. These assets and liabilities are initially 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 fairpresent value of lease payments over the award (with limited exceptions). Incremental compensation costs arising from subsequent modificationslease term calculated using our estimated incremental borrowing rate generally applicable to the location of awards after the grant date mustlease right-of-use asset, unless an implicit rate is readily determinable. We combine lease and certain non-lease components in determining the lease payments subject to the initial present value calculation. Lease right-of-use assets include upfront lease payments and exclude lease incentives, if applicable. When lease terms include an option to extend the lease, we have not assumed the options will be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at February 28, 2019 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.exercised.

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.

On September 30, 2017, the Company issued 4,000,000 common shares at $0.001 per share to the sole director and President of the Company. The Company received net proceeds of $4,000 in payment of the shares.

As of February 28, 2019, 4,000,000 common shares are issued and outstanding.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the period ended February 28, 2019, the Company received cash advances from its CEO of $1,350. Additionally, the CEO paid expenses of $3,067 on behalf of the Company. Total amount owed to the CEO as of February 28, 2019 is $6,136. The amounts due to related party are unsecured and non- interest-bearing with no set terms of repayment.

On September 30, 2017, the Company issued 4,000,000 common shares at $0.001 per share to the sole director and President of the Company. The Company received net proceeds of $4,000 in payment of the shares.

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Table of Contents

Lease expense for operating leases generally consist of both fixed and variable components. Expense related to fixed lease payments are recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred, where applicable, and include agreed-upon changes in rent, certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We recognized total lease expense of approximately $17,553 for the six months ended November 30, 2023, primarily related to operating lease costs paid to lessors from operating cash flows. We entered into our operating lease in April 2023 with a term of three years.

Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at November 30, 2023 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES

Note 10 – Subsequent Events

Subsequent events have been evaluated through January 23, 2024, the date these financial statements were available to be released and noted no other events requiring disclosure.

Item 2. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations.Operations .

This sectionThe following discussion relates to the historical operations and financial statements of Karbon-X Corp. ("Karbon-X" or the "Company") for the three months and six months ending November 30, 2023 and 2022.

Forward-Looking Statements

The following Management's Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Form 10-Q includes a number ofQuarterly Report. The Management's Discussion and Analysis contains forward-looking statements that reflectinvolve risks and uncertainties, such as statements of our current views with respect to future eventsplans, objectives, expectations and financial performance. Forward-lookingintentions. Any statements that are often identified bynot statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, believe, expect, estimate, anticipate, intend, project andand/or future-tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty onidentify certain of these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading "Risks Factors" in our predictions.various filings with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.

Business OverviewThe following discussion highlights the Company's results of operations and the principal factors that have affected its consolidated financial condition as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the Company's consolidated financial condition and results of operations presented herein. The following discussion and analysis are based upon Karbon-X Corp's unaudited financial statements contained in this Current Report on Form 10-Q, which have been prepared in accordance with generally accepted accounting principles in the United States. You should read the discussion and analysis together with such financial statements and the related notes thereto.

CocoLuv Inc. (“CocoLuv Inc.” or the “Company”) was incorporated in the State of Nevada. We are an early stage company that plans to commence operations as an online retailer offeringOverview

The Company was incorporated in the State of Nevada as a for-profit Companyunder the name Cocoluv, Inc. on September 13, 2017 and established a fiscal year end of May 31.

On February 21, 2022, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Karbon-X Project Inc. ("Karbon-X Project"), and Karbon-X Project became the wholly owned subsidiary of the Company in a reverse acquisition (the "Reverse Acquisition"). Pursuant to the Reverse Acquisition, all of the issued and outstanding shares of Karbon-X common stock were converted, at an exchange ratio of 20,000-for- 1, into an aggregate of 20,000,000 shares of the Company's common stock, resulting in Karbon-X Project becoming a wholly owned subsidiary of the Company and all debt owed to the related party of Cocoluv, Inc. (the Company) was forgiven. The accompanying financial statements' share information has been retroactively adjusted to reflect the exchange ratio in the Reverse Acquisition. As part of the Reverse Acquisition, on April 14, 2022 the Company changed its name to Karbon-X Corp.

Karbon-X provides customized transactional options, tailored insights, and scalable access to the Verified Emissions Reduction markets.  Karbon-X changes the marketing framework of traditional carbon marketing by engaging the public vs industry with multiple forms of technology based greenhouse gas reduction builds. Karbon-X will allow the public to purchase carbon offsets from an APP that is subscription based, with multiple levels of investment for every budget. Each subscription will support clean energy projects such as solar or wind power, methane capture, or reforestation and will reduce greenhouse gas emissions with provable, verifiable carbon credits.

Karbon-X is in development of NFTs to digitize and allow for the trading of tokenized carbon credits in order to bring transparency and liquidity to the global carbon offset market. The aim of the decentralized platform is to enable offset trading on existing tokenized exchanges and their own exchange accepting of all forms of payment, crypto, fiat or card.

NFT minting platform for carbon credits truly allows carbon credit owners to mint their credits into NFTs for a secure and efficient method of trading in a market that appears set to grow rapidly in the coming years. A trading platform will allow the owners of the NFT to monitor their assets while tracking their value and trading history. This is done on the blockchain to mitigate many risks such as double trading and long-term record keeping issues. By using a "side chain" of ethereum costs are kept to a minimum for users References in this periodic report on Form l0-Q to "Karbon-X" or the "Company" may include references to the operations of our subsidiary Karbon-X Project. This entity is a 100% wholly owned subsidiary of Karbon-X and consequentially reports quarterly financials up to a consolidated quarterly submission.

Critical Accounting Policies

The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated 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 31,2023, included in the Company's year-end financial statements on Form 10-K filed with the Securities and Exchange Commission on September 13, 2023. Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year's presentation. 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, 2023 are not necessarily indicative of the results that may be expected for the year ending May 31, 2024.

Use of Estimates and Assumptions

Preparation of the consolidated 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.

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.

Sales Tax Receivable

Sales tax receivable consists of the accumulated reclaimable GST paid by the Company on purchases made in Canada.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets which are all five years.

Costs of major additions and improvements are capitalized while expenditures for maintenance and repairs, which do not extend the life of the asset, are expensed. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is credited or charged to income. Long-lived assets held and used by us are reviewed based on market factors and operational considerations for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Inventory

Inventories are valued at the lower of cost or net realizable value. The Company's inventories are valued under the first in, first out (FIFO) method. Net realizable value is estimated based on current selling prices. Estimated provisions are established for slow-moving and obsolete inventory. As of June 1, 2023, the Company changed its inventory policy from weighted average to FIFO, this had no impact on the current or prior consolidated financial statements .

Fair Value of Financial Instruments

The carrying amount of the Company's financial assets and liabilities approximate their fair values due to their short-term maturities.

Foreign Currency Translation

The functional currency of the Company is the Canadian Dollar ("CAD"). For financial statement purposes, the reporting currency is the United States Dollar ("USD").

For financial reporting purposes, the consolidated financial statements are translated into the Company's reporting currency, USD. Asset and liabilities are translated using the closing exchange rate in effect at the balance sheet date with the resulting translation adjustments included as a separate component of shareholder's equity through other comprehensive income (loss) in the consolidated statement of operations.

Income and expenses are translated at the average yearly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statement of operations.

Warrants

There is estimation uncertainty with respect to selecting inputs to the Black-Sholes model used to determine the fair value of the warrants.

The above estimates and assumptions are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Earnings 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. As of November 30, 2023, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per share .

Financial Condition and Results of Operations

To date the Company has just recently commenced to generate revenues from its business operations and has incurred operating losses since inception of $3,884,201. 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 manufacture marketcontinue to fund its business by way of private placements and sell a product lineadvances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of 5 hair care products derivedrecorded asset amounts or amounts and classification of liabilities that might result from Virgin Coconut Oil. The initial 5 products will be 3 for women and 2 for men.this uncertainty.

CocoLuv Inc. is an emerging growth stage companyResults of Operations

Unaudited Results for the Three Months Ended November 30, 2023 and 2022

Sales and Revenue

For the three-month period ended November 30, 2023 we had revenue of $36,082 compared to $0 for the three month period ended November 30, 2022. We are just at the beginning of our operations which intendswe expect to manufacture marketimprove during the current  fiscal year. We anticipate increased revenues upon completion of our App as well as through potential partners.

Operating Expenses

Operating expenses for the three-month period ended November 30, 2023 totaled $303,357, compared to $142,415 for the three month period ended November 30, 2022. The increase was mainly related to salary and sellwages .

Net loss from operations after income taxes was $1,342,063 during the three months ended November 30, 2023 compared to $141,922 for the three month period ended November 30, 2022 significantly due to loss on write off of Investment in Silviculture $ 1,064,203 for the 3 months ended November 30, 2023.

Results of Operations

Unaudited Results for the Six Months Ended November 30, 2023 and 2022

Sales and Revenue

For the six-month period ended November 30, 2023 we had revenue of $39,840 compared to $0 for the six month period ended November 30, 2022. We are just at the beginning of our operations which we expect to improve during the current  fiscal year. We anticipate increased revenues upon completion of our App as well as through potential partners.

Operating Expenses

Operating expenses for the six -month period ended November 30, 2023 totaled $ 628,830 compared to $338,283 for the six month period ended November 30, 2022. The increase was related to salary and wages.

Net loss from operations after income taxes was $1,692,094 during the six months ended November 30, 2023 compared to $337,790 for the six month period ended November 30, 2022 significantly due to loss on write off of Investment in Silviculture $ 1,064,203 for the six months ended November 30, 2023.

Liquidity and Capital Resources

The following table sets forth the major components of our statements and consolidated statements of cash flows for the periods presented.