U.S. UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Form 10-K(Mark One)

Mark One

☒    ANNUAL REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20202022

Or

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. Number 333-229638

CRUCIAL INNOVATIONS CORP.

(Exact name of registrant as specified in its charter)

3773 Howard Hughes Parkway

Suite 500S

Las Vegas, NV 89169Registrant’s telephone number, including area code: + 44 (0) 203 148 1452

(702) 553-8372

(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:None None.

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by checkmarkcheck mark whether the issuer:registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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 ☒☐ No ☐☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this 10-K. ☐

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

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

TheApproximate aggregate market value of the registrant’s votingcommon stock held by non-affiliates (basedof the registrant: $152,108,274 computed on the basis of $12.25 per share, the closing sale price of the registrant’s Common Stock, as reported by thecommon stock on OTC Markets Group Inc.) was approximately $-0- as ofon June 30, 2020 (There was no trading2022. For purposes of our stock until 3^rd quartercalculating this amount only, all directors and executive officers of 2020).

As of May 31, 2021, the number ofregistrant have been treated as affiliates. There were 74,417,002 shares of the registrant’s Common Stock outstanding was 32,417,002,common stock, $0.001 par value, $0.0001 per share.outstanding as of December 31, 2022.

List hereunderIndicate by check mark whether the following documentsregistrant has submitted electronically and posted on its corporate website, if incorporated by referenceany, every Interactive Data File required to be submitted and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filedposted pursuant to Rule 424(b) or (c) under405 of Regulation S-T during the Securities Act of 1933. The listed documents should be clearly described for identification purposes:preceding 12 months (or such shorter period that the registrant was required to submit and post such files). ☐

None.

TABLE OF CONTENTS

TABLE OF CONTENTS

PART I

Item 1. Description of BusinessEXPLANATORY NOTE

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,”The following Annual Report on Form 10-K (“10-K”) for Crucial Innovations Corp. (“CINV” or the negative thereof. We intend that such forward-looking statements be subject to“Company”) for the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as ofyear ended December 31, 2022 presents the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertaintiesCompany and important factors beyond our control that could cause actual results and events to differ materially from historicalits results of operations for the periods indicated therein.

Except as specifically designated therein, this 10-K does not reflect events occurring after December 31, 2022 and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statementsthe Company has not otherwise updated disclosures contained herein to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.that occurred at a later date.

GENERAL INFORMATION

We were incorporated in

PART I

Item 1. Business

The Company

Crucial Innovations Corp. (collectively with our subsidiary, “we,” “us,” “our,” “CINV” or the State of“Company”), a Nevada corporation, was formed on February 28, 2018. So far,Our shares trade on the Company has no revenue, it possesses minimal assets and has incurred losses since inception.  We maintain our office at 3773 Howard Hughes Pkwy. – Suite 500S, Las Vegas, NV 89169-6014. Our telephone number is (702) 533-8372.

OTC Markets expert trading platform under the symbol ‘CINV’. We were initially engaged in the business of English language tutoring over the Internet. However, we were not able to execute our original business plan, develop significant operations or achieve commercial sales. We currently are pursuing acquiring or merging with an entity with significant operationsSubsequent to the date of these financial statmeents, we determined to change our business to become a supplier and distributor of medical cannabis in order to createEurope (see Subsequent Events below where we acquired a viable business modelgrower of medical cannabis and value for our stockholders.associated real property in South Africa).

On November 9, 2020,Our principal office is located at 86-90 Paul Street, London EC2A 4NE United Kingdom, and our telephone number is +44 (0) 203 148 1452. Our corporate website is located at www.cinvcorp.com, although it does not constitute a part of this Annual Report. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to the Securities and Exchange Commission (“SEC”).

Competition

The medicinal cannabis market in Europe is highly competitive. Some of those markets where we issuedwill seek to operate have relatively high barriers to entry due to licensing requirements. We expect to compete directly with other cannabis producers and retailers, some of which operate only in a specific market and some of which operate across several European markets. More broadly, CINV views manufacturers of other consumer products, such as those in the pharmaceuticals, alcohol, tobacco, health and beauty and functional wellness industries, as potential competitors.

We may also face competition from other companies that may have a longer operating history, a higher capitalization, additional financial resources, more manufacturing and marketing experience, greater access to public equity and debt markets and more experienced management than the Company. Increased competition by larger and better financed competitors could materially affect the business, financial condition and results of operations of the Company.

Because of the relatively early stage of the industry in which the Company seeks to operate, we will face additional competition from new entrants. If the number of consumers of medical and adult-use cannabis in the countries in which the Company seeks to operate its business increases, the demand for products will increase and the Company expects that competition will become more intense, as current and future competitors begin to offer an aggregateincreasing number of 30,000,000diversified products and as such countries make more cannabis licenses available.

We may not have sufficient resources to maintain research and development, marketing, sales and customer support efforts on a competitive basis, which could materially and adversely affect the business, financial condition and results of our operations.

Transfer and Disbursing Agent

We employ Securities Transfer Corporation as our transfer agent to record transfers of our shares, maintain proxy records and to process distributions. The principal business office of our transfer agent is 2901 N. Dallas Parkway, Plano, TX 75093.

Certifications

Certifications by our Chief Executive Officer and Chief Financial Officer have been filed as exhibits to this annual report on Form 10-K as required by the Securities Exchange Act of 1934, as amended, and the Sarbanes-Oxley Act of 2002.

Forward-Looking Statements

All statements contained herein that are not historical facts including, but not limited to, statements regarding anticipated activity are “forward-looking statements” within the meaning of the federal securities laws, involve a number of risks and uncertainties, and are based on the beliefs and assumptions of Management, based on information currently available to Management. Actual results may differ materially. In some cases, readers can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “objective,” “plan,” “intend,” “anticipate,” “believe,” “Management believes,” “estimate,” “predict,” “project,” “potential,” “forecast,” “continue,” “strategy,” or “position” or the negative of such terms or other variations of them or by comparable terminology. In particular, statements, express or implied, concerning future actions, conditions, or events, future operating results, or the ability to generate sales, income, or cash flow are forward-looking statements.

Among the factors that could cause our actual results to differ materially from what we project or are anticipating are the following:

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report. We further caution readers not to place undue reliance on any such forward-looking statements, which statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.

Item 1A. Risk Factors

An investment in our securities involves certain risks relating to our structure and investment objectives. The risks and uncertainties described below are not the only ones facing the Company. You should carefully consider these risks, together with all of the other information included in this 10-K, including our financial statements and the related notes thereto.

Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our operations and performance.

If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the trading price of our common stock pursuantcould decline and you may lose all or part of your investment.

Risks Related to conversionsOur Common Stock

Although our shares have not historically been actively traded, we could experience higher trading volumes and volatility in the future. This volatility may affect the price at which you could sell our common stock and the sale of debt by two entities as follows: (i) First Choice Marketing Group, LLC converted $35,000 of debt into 20,000,000 shares, which represent 61.70% of issued and outstanding sharessubstantial amounts of our common stock could adversely affect the price of our common stock. This volatility may affect the price at which you could sell our common stock, and (ii) The Consulting Agency, LLC converted $16,003the sale of debt into 10,000,000 shares, which represents 30.85%substantial amounts of all issued and outstanding sharesour common stock could adversely affect the price of our common stock. Our share price is expected to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including the other factors discussed in “Risks Related to our Business and Industry” variations in our quarterly operating results from our expectations or those of securities analysts or investors; downward revisions in securities analysts’ estimates; and announcement by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments.

The pricing and or trading volume of our common stock wascould decline if there are no independent analysts reports about our business. Future sales of our common stock by our existing stockholders could cause our share price to decline. Although our common stock is listed for trading on the OTC Markets trading platform, there has not registered underbeen a sustained history of trading in our common stock on this platform or in “over-the-counter” markets. Moreover, consistent with Regulation M and other federal securities laws applicable to our listing, we have not consulted with our existing stockholders regarding their desire or plans to sell shares in the Securities Actpublic market. Further, we have also not discussed with potential investors their intentions to buy our common stock in the open market.

We may not pay dividends in the future. We have not paid dividends in the past and do not anticipate paying dividends in the near future. We expect to retain our earnings to finance further growth and, when appropriate, retire debt. Any decision to pay dividends on our common stock in the future will be at the discretion of 1933, as amended. Effective November 9, 2020, Reimis Kosins, our former Presidentboard of directors (the “Board”) and sole director resigned as an officerwill depend on, among other things, our results of the Companyoperations, current and fromanticipated cash requirements and surplus, financial condition, any future contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law and other factors that the Board of Directors, and Laura De Leon Castro was appointed as President, Secretary, Treasurer, Principal Executive Officer, Principal Accounting Officer, and sole director.may deem relevant. As a result, investors may not receive any return on an investment in our common stock unless they are able to sell their shares for a price greater than that which such investors paid for them.

On December 31, 2020,Future sales or issuances of equity securities could decrease the value of our common stock, dilute investors’ voting power and reduce our earnings per share. In the future, we enteredmay sell equity securities in one or more offerings (including through the sale of securities convertible into a definitive Equity Purchase Agreement with Mercantile Global Holdings, Inc., a Delaware corporation (“MGH”). Pursuant to the terms of the Equity Purchase Agreement, the Company will acquire from MGH all of the issuedequity securities and outstanding shares of capital stock of Mercantile Bank International Corp., a Puerto Rico corporation (“MBI”),may issue equity securities in acquisitions and in exchange for consideration including (i) 27,5445,452 restrictedservices or for forgiveness of debt). We cannot predict the size of future issuances of equity securities or the size and terms of future issuances of debt instruments or other securities convertible into equity securities or the effect, if any, that future issuances and sales of our securities will have on the market price of our common stock.

Additional issuances of our securities may involve the issuance of a significant number of shares of Company’s common stock, $0.0001 par value, to be delivered to MGH by certain of the Company’s stockholders, which will represent eighty-five percent (85%) of all issued and outstanding shares of Company common stock at prices less than the timecurrent market price for our shares. Issuances of substantial numbers of shares of common stock, or the perception that such issuances could occur, may adversely affect prevailing market prices of our common stock. Any transaction involving the issuance of previously authorized but unissued common stock, or securities convertible into common stock, would result in dilution, possibly substantial, to security holders.

Sales of substantial amounts of our securities by us or our existing shareholders, or the availability of such securities for sale, could adversely affect the prevailing market prices for our securities and dilute investors’ earnings per share. A decline in the market prices of our securities could impair our ability to raise additional capital through the sale of securities should we desire to do so.

Risks Related to Our Business and Industry 

We are an early-stage company with limited operating history and may never become profitable. We are an early-stage company that seeks to operate in the medical cannabis market. Nevertheless, we have a limited operating history. We have limited financial resources and minimal operating cash flow. Additionally, there can be no assurance that additional funding will be available to us for the development of our business, which will require the commitment of substantial resources. Accordingly, you should consider our prospects in light of the closingcosts, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development. Potential investors should carefully consider the transaction;risks and (ii) $500,000 payable atuncertainties that a company with a limited operating history will face. In particular, potential investors should consider that we may be unable to:

Certain conditions or events could disrupt the closing of the transaction. Following the closing of the transaction, MBI will operate as our wholly owned subsidiary. The closing of the transaction is subject to approval by relevant governmentalCompany's supply chains, disrupt operations, and regulatory authorities,increase operating expenses. Conditions or events including, but not limited to, the Officefollowing could disrupt the Company's supply chains and in particular its ability to deliver its products, interrupt operations at its facilities, increase operating expenses, resulting in loss of sales, delayed performance of contractual obligations or require additional expenditures to be incurred: (i) extraordinary weather conditions or natural disasters such as hurricanes, tornadoes, floods, fires, extreme heat, earthquakes, etc.; (ii) a local, regional, national or international outbreak of a contagious disease, including COVID-19, H1N1 influenza virus, avian flu, or any other similar illness could result in a general or acute decline in economic activity; (iii) political instability, social and labor unrest, war or terrorism, including the current conflict between Russia and Ukraine and the conflict in Israel; or (iv) interruptions in the availability of basic commercial and social services and infrastructure including power and water shortages, and shipping and freight forwarding services including via air, sea, rail and road.

Cannabis laws, regulations, and guidelines are dynamic and subject to change. Cannabis laws and regulations are dynamic and subject to evolving interpretations which could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan. It is also possible that regulations may be enacted in the future that will be directly applicable to certain of our products and/or aspects of our businesses. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business. We expect that the legislative and regulatory environment in the cannabis industry internationally will continue to be dynamic and will require innovative solutions to try to comply with this changing legal landscape in this nascent industry for the foreseeable future. Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations.

Public opinion can also exert a significant influence over the regulation of the Commissioner of Financial Institutionscannabis industry. A negative shift in the public's perception of the Commonwealthcannabis industry could affect future legislation or regulation in different jurisdictions.

Demand for cannabis and derivative products could be adversely affected and significantly influenced by scientific research or findings, regulatory proceedings, litigation, media attention or other research findings. The legal cannabis industry is at a relatively early stage of Puerto Rico,its development. Consumer perceptions regarding legality, morality, consumption, safety, efficacy and quality of medicinal cannabis are mixed and evolving and can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medicinal cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the medicinal cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as well asless favorable than, or that question, earlier research reports, findings or publicity, could have a material adverse effect on the boardsdemand for medicinal cannabis and on our business, results of directorsoperations, financial condition and stockholderscash flows. Further, adverse publicity reports or other media attention regarding cannabis in general or associating the consumption of medicinal cannabis with illness or other negative effects or events, could have such a material adverse effect. Public opinion and support for medicinal cannabis use has traditionally been inconsistent and varies from jurisdiction to jurisdiction. Our ability to gain and increase market acceptance of our business may require substantial expenditures on investor relations, strategic relationships and marketing initiatives. There can be no assurance that such initiatives will be successful and their failure to materialize into significant demand may have an adverse effect on our financial condition.

Damage to the Company's reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether such publicity is accurate or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding the Company MGH and MBI, respectively.its activities, whether true or not. Although the Company believes that it operates in a manner that is respectful to all stakeholders and that it takes pride in protecting its image and reputation, it does not ultimately have direct control over how it is perceived by others. Reputational loss may result in decreased ability to enter into new customer, distributor or supplier relationships, retain existing customers, distributors or suppliers, reduced investor confidence and access to capital, increased challenges in developing and maintaining community relations and an impediment to our overall ability to advance our projects, thereby having a material adverse effect on our financial performance, financial condition, cash flows and growth prospects.

We are subject to the inherent risk of exposure to product liability claims, actions and litigation. As we are seeking to become a distributor of products designed to be ingested by humans, we expect to face an inherent risk of exposure to product liability claims, regulatory action and litigation if our products are alleged to have caused bodily harm or injury. In addition, the sale of medical cannabis involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Adverse reactions resulting from human consumption of our products alone or in combination with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that our products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning health risks, possible side effects or interactions with other substances. Product liability claims or regulatory actions against us could result in increased costs, could adversely affect our reputation with our clients and consumers generally, and could have a material adverse effect on our results of operations and financial condition. There can be no assurances made that the aforementioned transactionwe will be consummated, nor if consummated, that such transaction will positively affectable to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of our potential products.

The Company's future products could have unknown side effects. If the products the Company sells are not perceived to have the effects intended by the end user, its business may suffer and our stockholders. the business may be subject to products liability or other legal actions. Many of the Company's products contain innovative ingredients or combinations of ingredients. There is little long-term data available with respect to efficacy, unknown side effects and/or interaction with individual human biochemistry, or interaction with other drugs. Moreover, there is little long-term data available with respect to efficacy, unknown side effects and/or its interaction with individual animal biochemistry. As a result, the Company's future products could have certain side effects if not taken as directed or if taken by an end user that has certain known or unknown medical conditions.

EMPLOYEESNegative outcomes of legal proceedings may adversely affect our business and financial condition. Although we are currently not subject to any legal proceedings, we expect that, as we develop our business, we may be involved in legal disputes in the countries in which we operate. dThese proceedings may be complicated, costly, and disruptive to our business operations. We may incur significant expenses in defending these matters and may be required to pay significant fines, awards, or settlements. In addition, litigation or other proceedings could result in restrictions on our current or future manner of doing business. Any of these potential outcomes, such as judgments, awards, settlements, or orders could have a material adverse effect on our business, financial condition, operating results, or ability to do business.

We are subject to anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation. We are subject to anti-corruption and anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act 2010, and other anti-corruption, anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly and prohibit companies and their employees and agents from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the private sector. As we expand our networks in Europe, Africa and internationally, our risks under these laws may increase. Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, adverse media coverage, and other consequences. Any investigations, actions or sanctions could harm our business, results of operations, and financial condition.

Failure to develop our internal controls over financial reporting (ICFR) as we grow could have an adverse effect on our operations. As we mature we will need to develop and improve our current internal control systems and procedures to manage our growth. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish appropriate controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, financial condition or results of operations. In addition, management's assessment of ICFR may identify weaknesses and conditions that need to be addressed in our ICFR or other matters that may raise concerns for investors.

Required licenses, permits or approvals may be difficult to obtain in the countries in which we seek to operate, and once obtained may be amended or revoked arbitrarily or may not be renewed. To operate in the medical cannabis industry, we will be required to obtain approvals and licenses from national, regional, and local governmental or regulatory authorities in the countries in which we operate or intend to sell. Even if obtained, licenses are subject to review, interpretation, modification or termination by the relevant authorities. Any unfavorable interpretation or modification or any termination of a required license may significantly harm our operations in the relevant country or may require us to close down parts or all of our operations in the relevant country.

We can offer no assurance that the relevant authorities will not take any action that could materially and adversely affect these licenses, permits or approvals. .We may experience difficulties in obtaining or maintaining some of these licenses, approvals and permits, which may require us to undertake significant efforts and incur additional expenses. If we operate without a license, we could be subject to fines, criminal prosecution or other legal action. Any difficulties in obtaining or maintaining licenses, approvals or permits or the amendment or revocation thereof could have no employees other thana material adverse effect on our sole officerbusiness, financial condition, results of operations and director, Laura De Leon Castro.prospects.

GOVERNMENT REGULATIONS

There are tax risks the Company may be subject to in carrying on business in multiple jurisdictions. We and our subsidiaries will operate and, accordingly, will be subject to applicableincome tax and other forms of taxation in multiple jurisdictions. We may be subject to income taxes and non-income taxes in a variety of jurisdictions and our tax structure may be subject to review by both domestic and foreign taxation authorities. Those tax authorities may disagree with our interpretation and/or application of relevant tax rules. A challenge by a tax authority in these circumstances might require us to incur costs in connection with litigation against the relevant tax authority or reaching a settlement with the tax authority and, if the tax authority's challenge is successful, could result in additional taxes (perhaps together with interest and penalties) being assessed on us, and as a result an increase in the amount of tax payable by us.

Taxation laws and regulations that relate directlyrates which determine taxation expenses may vary significantly in different jurisdictions, and legislation governing taxation laws and rates are also subject to change. Therefore, our earnings may be affected by changes in the proportion of earnings taxed in different jurisdictions, changes in taxation rates, changes in estimates of liabilities and changes in the amount of other forms of taxation. The determination of our provision for income taxes and other tax liabilities will require significant judgment (including based on external advice) as to the interpretation and application of these rules. We may have exposure to greater than anticipated tax liabilities or indirectly to our operations including United States securities laws.expenses.

Additionally, dividends and other intra-group payments made by our subsidiaries or international branches may expose the recipients of such payments to taxes in their jurisdictions of organization and operation and such dividends and other intra-group payments may also be subject to withholding taxes imposed by the jurisdiction in which the entity making the payment is organized or tax resident. Unless such withholding taxes are fully creditable or refundable, dividends and other intra-group payments may increase the amount of tax paid by us. Although the Company and its subsidiaries arrange themselves and their affairs with a view to minimizing the incurrence of such taxes, there can be no assurance that we will succeed.

Item 1.A. Risk Factors.We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees could harm our business. Our success depends largely upon the continued services of our executive officers and other key employees, and in particular on Jon Paul (JP) Doran, our founder and CEO, and senior management staff in the United Kingdom and elsewhere. We rely on our leadership team in the areas of research and development, operations, security, marketing, sales, customer experience, general, and administrative functions, and on individual contributors in our research and development and operations. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. While we have employment agreements with our executive officers or other key personnel that require them to continue to work for us it is not for any specified period and, therefore, they could terminate their employment with us at any time. The loss of one or more of our executive officers, especially our Chief Executive Officer, or key employees could harm our business. Changes in our executive management team may also cause disruptions in, and harm to, our business. The Board’s process are succession planning for senior executive management is at an early stage and therefore the CEO is a particular ‘key man’ dependency. This is mitigated by the fact that he is a significant shareholder in the company.

NotOur failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new enterprises in the future could reduce our ability to compete successfully and harm our results of operations. Historically, we have funded our operations and capital expenditures primarily through equity issuances and cash generated from our operations along with negotiating credit terms with suppliers that allows to effectively match revenues from customers with supplier payment terms. Although we currently anticipate that our existing cash and cash equivalents and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, we may require additional financing, and we may not be able to obtain debt or equity financing on favorable terms, if at all and to manage any currency risk due to a mismatch in the currency of revenues, primarily Naira and those of expenses. If we raise equity financing to fund operations or on an opportunistic basis, our stockholders may experience significant dilution of their ownership interests. If we engage in debt financing, we may be required for Smaller reporting companies.to accept terms that restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions.

Item 1B. Unresolved Staff Comments

None.

Item 1.B. Unresolved Staff Comments.2. Properties

United Kingdom. In the United Kingdom, CINV leases office space at 86-90 Paul Street, London on a month-to-month basis.

Not required for Smaller reporting companies.South Africa. Subsequent to the year ended December 31, 2022, we acquired a a 17,000 square meter property in South Africa where we intend to cultivate, harvest, and process medical cannabis products.

Item 2. Properties.Given the availability of agricultural sites and commercial vacancies in other regions in which we expect to operate, we do not expect to incur difficulty procuring additional farming, production, or office facilities.

Our business office is located at 3773 Howard Hughes Pkwy., Suite 500S, Las Vegas, NV 89169. Our telephone number is (702) 533-8372.

Item 3. Legal Proceedings.Proceedings

WeWhile we are not currently a partysubject to any legal proceedings, and we are not awarefrom time to time, the Company may become a party to certain proceedings incidental to the normal course of our business. While the outcome of any pending or potential legal actions.proceedings cannot at this time be predicted with certainty, we do not expect that any such proceedings will have a material effect upon our financial condition or results of operations.

Item 4. Mine Safety Disclosures.Disclosures

Not applicable.

Not Applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Securities

The Company’s Common StockOur common stock is tradedlisted on the OTC Pink Open MarketMarkets under the symbol “CINV”. We had an estimated 500 stockholders as of December 31, 2022, 342 of whom were registered holders. Registered holders do not include those stockholders whose stock has been issued in street name.

The reportedfollowing table reflects the high and low closing sales prices forper share of our common stock are shown belowon the OTC per share for each of the period from January 1, 2019 through December 31, 2020. All quoted prices reflect inter-dealer prices without retail markup, mark-down or commission and may not necessarily represent actual transactions.

(1) The Company’s Registration Statement on Form S-1 was declared effective by the SEC on April 8, 2019. The first quoted prices did not occur until September 9, 2020. There has been very limited trading from September 9, 2020 through December 31. 2020 and subsequent thereto.

Registered Holders of our Common Stock

As of May 31, 2021, there were approximately 4 record owners of our common stock. We believe that a number of stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.

Dividends

The Company has never declared or paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

During our fiscalthree years ended December 31, 2020 and 2019, all sales of equity securities that were not registered under the Securities Act were previously reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.2022, by quarter:

Issuer Purchases of Equity Securities

Item 6. [Reserved]

During the fiscal year ended December 31, 2020, the Company did not repurchase any shares of its Common Stock.

Stock Transfer Agent

Our stock transfer agent is Justeene Blankenship, Action Stock Transfer, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121, (801) 274-1088 voice, (801) 274-1099 fax, jb@actionstocktransfer.com, www.actionstocktransfer.com.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Crucial Innovations Corp. (collectively with our subsidiary, “we,” “us,” “our,” “CINV” or the “Company”), a Nevada corporation, was formed on February 28, 2018. Our shares trade on the OTC Markets expert trading platform under the symbol ‘CINV’. We were initially engaged in the business of English language tutoring over the Internet. However, we were not able to execute our original business plan, develop significant operations or achieve commercial sales. Subsequent to the date of these financial statmeents, we determined to change our business to become a supplier and distributor of medical cannabis in Europe (see Subsequent Events below where we acquired a grower of medical cannabis and associated real property in South Africa).

Our principal office is located at 86-90 Paul Street, London EC2A 4NE United Kingdom, and our telephone number is +44 (0) 203 148 1452. Our corporate website is located at www.cinvcorp.com, although it does not constitute a part of this Annual Report. We are a development stage corporationmake available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to the Securities and Exchange Commission (“SEC”).

Results of Operations

Year Ended December 31, 2022 Compared with limitedthe Year Ended December 31, 2021

The Company’s results from operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we have raisedyears ended December 31, 2022 and 2021 and the funds necessary to conduct a marketing program. There is no assurance we will ever generate revenue even if we raised all necessary funds.changes between those periods for the respective items are summarized as follows:

PLAN OF OPERATION

FISCAL YEAR ENDED December 31, 2020 COMPARED TO FISCAL YEAR ENDED December 31, 2019.

The Company has not generated no revenues for the years ended December 31, 20202022 and 2019.2021. Operating expenses consist primarily of professional fees.

Our netDuring the year 2022, we issued 42,000,000 shares of our common stock to acquire all of the share capital of Eco Equity Limited, a company organized under the laws of England and Wales. As the Company’s Common Stock is thinly traded, the value assigned to each share issued was the last sale price of the Company’s Common Stock with a price of $0.0017 per share for an aggregate of $71,404. As of December 31, 2022, we ascribed no value to this investment and, accordingly, have recognized a loss foron investment of $71,404.

During the fiscal year ended December 31, 2020 was $30,5582021 the Company recognized $3,520 in interest on a convertible note. Our financial statements report a net loss of $114,113 for the year ended December 31, 2022 compared to a net loss of $46,349 during$22,566 for the fiscal year ended December 31, 2019.2021.

Liquidity and Capital Resources

The following tables provides selected financial data about our company as of December 31, 20202022 and 2019 the Company has not generated any revenue.2021, respectively.

The number of shares outstanding was 32,417,002 and 2,417,002 for the fiscal years ended December 31, 2020 and 2019.Working Capital

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2020,2022 and 2021, our total current assets were $0. $0 and 10,750, respectively.

As of December 31, 2019,2022, our total assetscurrent liabilities were $12,047, consisting of developed website costs of $12,047. As$65,704 compared to $33,745 as of December 31, 2020, our total liabilities were $429, for accounts payable. As2021. Our working capital deficiency was $65,704 as of December 31, 2019, our total2022 compated to a working capital deficiency of $22,995 as of December 31, 2021. The increase in working capital deficiency was the result of an increase in current liabilities were $47,909, consisting ofoffset with a decrease in current assets. The increase in current liabilities is primarily due to an increase in amounts due to a related party for financingpayments made for operating costs of the Company.expenses and an increase in accounts payable.

Cash Flows from Operating Activities

We have not generated positiveDuring the years ended December 31,, 2022 and 2021, cash flows fromused in operating activities forwere $0 and $6,480, respectively. For the fiscal year ended December 31, 2020,2022, net cash flows used in operating activities was $5,581. Cash$0, consisting of a net loss of $114,113, a loss on investment of $71,404, a decrease in accounts payable of $2,711, an increase in expenses paid by related party of $34,670 and a decrease in prepaid expenses of $10,750. For the year ended December 31, 2021, net cash flows used in operating activities forwas $6,480, consisting of a net loss of $22,566, an increase in prepaid expenses of $10,750, an increase in expenses paid by related party of $17,500, an increase in accounts payable of $5,816 and an increase in accrued interest of $3,520.

During the fiscalyears ended December 31, 2022 and 2021, there were no cash flows from investing activities.

During the year ended December 31, 2019 was $34,346.

Cash Flows from Investing Activities

We have not generated2022, there were no cash flows from investing activities forfinancing activities. For the fiscal year ended December 31, 2020 and 2019.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended December 31, 2020,2021, net cash flows provided by financing activities was $5,581, consistingconsisted of related party loans to the Company. For the fiscal year ended December 31, 2019, net cash from financing activities was $33,846, consisting of $9,336 for related party loans and proceeds from a convertible note in the issuanceamount of common shares of $24,510.

OFF-BALANCE SHEET ARRANGEMENTS$6,480.

We haveexpect our cash on hand and proceeds received from our assets and operations will be insufficient to meet our anticipated liquidity needs for business operations for the next twelve months, and that we will need to secure capital from various sources, including loans and sales of our equity. There can be no off-balance sheet arrangementsassurance that havewe will continue to generate cash flows at or above current levels or that we will be able to raise additional financing to support our operating and compliance expenditures. Absent our success in obtaining operating capital from one or more of these sources, there exists substantial doubt as to the Company’s ability to continue as a going concern.

Our future cash flows could be adversely affected by events outside our control, including, without limitation, changes in overall economic conditions, regulatory requirements, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, and other conditions. The foregoing events, either individually or collectively, could affect our results.

Off Balance Sheet Arrangements

None.

Subsequent Events

Our Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent events:

On May 8, 2023, the Company acquired all of the share capital of WLR Farming (Pty), Ltd, a company organized under the laws of South Africa and a grower and exporter of medical cannabis, in exchange for Six Million South Africa Rand (ZAR 6,000,000) which amount is to be paid over twelve months from the date of agreement.

On May 11, 2023, the Company acquired 1.5782 hectares of land in South Africa for the purpose of growing and cultivating medical cannabis in exchange for a commitment to pay Six Million South Africa Rand (ZAR 6,000,000). The purchase price is to be paid on or before November 30, 2024. The Company has the right to occupy the property commencing June 30, 2023 by paying a monthly lease payment of Five Thousand Great Britain Pounds Sterling (GBP 5,000).

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are reasonably likelysubject to financial market risks, including changes in interest rates, lease rates, credit rates, and general debt terms.

We are subject to risks regarding currency volatility and foreign exchange rates. In particular, we are subject to fluctuations in foreign exchange rates between the U.S. dollar, our reporting currency, and currencies of countries where we market or source our products and services, which presently consists principally of the South African Rand. Such fluctuations may result in significant increases or decreases in our reported revenue and other results as expressed in dollars, and in the reported value of our assets, liabilities and cash flows. In addition, currency fluctuation may adversely affect receivables, payables, debt, firm commitments and forecast transactions denominated in non-U.S. currencies. In particular, transition risks arise where parts of the cost of sales are not denominated in the same currency of such sales. We currently do not hedge this exposure. Fluctuation in exchange rates, depreciation of local currencies, changes in monetary and/or fiscal policy or inflation in the countries in which we operate could have a current or futurematerial adverse effect on our business, financial condition, changes in financial condition, revenues or expenses, results of operations liquidity, capital expenditures or capital resources.and prospects.

GOING CONCERNIn addition to foreign currency risk, our ability to generate operating cash flows at our parent company level depends on the ability of our subsidiaries to upstream funds. South Africa and other countries in which we may operate have exchange controls that can, from time to time, place restrictions on the exchange of local currency for foreign currency and the transfer of funds abroad. These controls and other controls that may be implemented in the future could limit the ability of our subsidiaries to transfer cash to us and make us dependent upon external sources of cash and credit.

There isWe can offer no historical financial information about us upon which to base an evaluationassurance that additional restrictions on currency exchange will not be implemented in the future or that these restrictions will not limit the ability of our performance. We are in start-up stagesubsidiaries to transfer cash to us, which could have a material adverse effect on our business, financial condition, results of operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resourcesprospects.

Item 8. Financial Statements and possible cost overruns due to price and cost increases in services and products.Supplementary Data

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Crucial Innovations Corp.

Opinion on the Financial Statements

We have no assurance that future financing will be availableaudited the accompanying balance sheets of Crucial Innovations Corp. as of December 31, 2022 and 2021, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to us on acceptable terms. If financing is not available on satisfactory terms, we may be unableas the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.Continue as a Going Concern

The extentaccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the impactCompany's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the coronavirus (“COVID‐19”) outbreakSecurities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial performancereporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company's auditor since 2019

Lakewood, CO

April 26, 2024

CRUCIAL INNOVATIONS CORP.

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements

CRUCIAL INNOVATIONS CORP.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

CRUCIAL INNOVATIONS CORP.

CONDENSED STATEMENTS OF SHAREHOLDERS’ DEFICIT

For the period December 31, 2020 through December 31, 2022

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

CRUCIAL INNOVATIONS CORP.

CONDENSED STATEMENTS OF CASH FLOWS

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

CRUCIAL INNOVATIONS CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 AND 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Crucial Innovations Corp. (referred as the “Company”, “we”, “our” or “us”) was incorporated in the State of Nevada and established on February 28, 2018. We were initially engaged in the business of English language tutoring over the Internet. However, we were not able to execute our original business plan, develop significant operations or achieve commercial sales. Subsequent to the date of these financial statmeents, we determined to change our business to become a supplier and distributor of medical cannabis in Europe (see Note 7-Subsequent Events where we acquired a grower of medical cannabis and associated real property in South Africa).

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This summary of significant accounting policies of the Company will depend on future developments, includingis presented to assist in understanding the durationCompany’s financial statements. The financial statements and spreadnotes are representations of the outbreakCompany’s management who are responsible for their integrity and related advisories and restrictions and the impact of COVID‐19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with theobjectivity. These accounting policies conform to accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimatesAmerica and assumptions that affecthave been consistently applied in the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and naturepreparation of the estimates and assumptions involved with thefinancial statements. The following aspects of our financial statements is criticalpolicies are considered to an understanding of our financial statements.be significant.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of AmericaGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimatesstatements and judgments will also affect the reported amounts for certainamount of revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.those estimates. 

Item 7A. Quantitative and Qualitative Disclosures about Market RiskReclassification

NotCertain accounts from prior periods have been reclassified to conform to the current period presentation.

Recent accounting pronouncements

We have reviewed accounting pronouncements issued and have adopted any that are applicable to smaller reporting companies.the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended December 31, 2022 and 2021.

Item 8. Financial StatementsCertain other accounting pronouncements have been issued by the FASB and Supplementary Dataother standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

Income Taxes

Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

No tax benefit has been reported in the financial statements because the potential tax benefits of any net operating loss carryforwards are offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a substantial change in ownership occur, net operating loss carryforwards may be limited as to future use.

Net deferred tax assets consist of the following components as of December 31, 2022 and 2021: 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 21% to pretax loss for the years ended December 31, 2022 and 2021 due to the following: 

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of December 31, 2022, the Company had an accumulated deficit of $228,259, a net loss of $114,113 for the year ended December 31, 2022, and has not earned any revenues since inception. The Company intends to fund operations through equity financing arrangements and related party advances, all of which may be insufficient to fund its capital expenditures, working capital and other cash requirements.

The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s Financial Statements requiredability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2021, a company controlled by Item 8, togetherthe Company’s CEO advanced to the Company an amount of $17,500 by paying for operating expenses on behalf of the Company.

During the year ended December 31, 2022, the Company’s CEO advanced to the Company an amount of $26,982 by paying for operating expenses on behalf of the Company.

During the year ended December 31, 2022, a related party advanced to the Company an amount of $8,688 by paying for operating expenses on behalf of the Company.

As of December 31, 2022, and December 31, 2021, the Company was obligated to the officer and related party, for an unsecured, non-interest-bearing demand loan with a balance of $52,170 and $17,500, respectively.

On October 23, 2022, the Company issued an aggregate of 19,654,300 shares of restricted common stock in exchange for services rendered by directors and officers of the Company. These issuances were included in the total of 42,000,000 shares issued as described below in Note 7 – Loss on Investment.

NOTE 5 – CONVERTIBLE NOTE

On April 14, 2021, the Company issued a convertible note with a conversion price of 60% discount on the market price to pay operating expenses of $6,480. On June 30, 2021, the conversion price of this note was amended to a fixed conversion price of $3.00 per share of common stock. As result, under ASU 2020-06, the Company will no longer incur non-cash interest expense related to the accretion of the debt discount associated with the reports thereonembedded conversion option. The Company shall repay the amount of $10,000 within 90 days. As of December 31, 2022 and 2021, the principal balance due on the note was $6,480 and $6,480, respectively, and accrued interest of $3,520 and $3,520, respectively, and is currently in default.

NOTE 6 – STOCKHOLDER’ EQUITY

The Company has 75,000,000, $0.0001 par value shares of common stock authorized.

See Note 7 – Loss on Investment for a description of shares issued during the year ended December 31, 2022.

There were 74,417,002 and 32,417,002 shares of common stock issued and outstanding as of December 31, 2022 and 2021, respectively.

NOTE 7 – LOSS ON INVESTMENT

During the year 2022, we issued 42,000,000 shares of our common stock to acquire all of the Independent Registered Public Accounting Firm are set forthshare capital of Eco Equity Limited, a company organized under the laws of England and Wales. As the Company’s Common Stock is thinly traded, the value assigned to each share issued was the last sale price of the Company’s Common Stock with a price of $0.0017 per share for an aggregate of $71,404. As of December 31, 2022, we ascribed no value to this investment and, accordingly, have recognized a loss on pages F-1investment of $71,404.

NOTE 8 – SUBSEQUENT EVENTS

 Management performed an evaluation of the Company’s activity through F-9 of this report and are incorporated by reference in this Item 8.the date the financial statements were issued, noting the following subsequent events:

On May 8, 2023, the Company acquired all of the share capital of WLR Farming (Pty), Ltd, a company organized under the laws of South Africa and a grower and exporter of medical cannabis, in exchange for Six Million South Africa Rand (ZAR 6,000,000) which amount is to be paid over twelve months from the date of agreement.

On May 11, 2023, the Company acquired 1.5782 hectares of land in South Africa for the purpose of growing and cultivating medical cannabis in exchange for a commitment to pay Six Million South Africa Rand (ZAR 6,000,000). The purchase price is to be paid on or before November 30, 2024. The Company has the right to occupy the property commencing June 30, 2023 by paying a monthly lease payment of Five Thousand Great Britain Pounds Sterling (GBP 5,000).

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

Disclosure

None.

Item 9A. Controls and Procedures.Procedures

Attached as exhibits to this Form 10-K are certifications of our Chief Executive Officer and Chief Financial Officer, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This section includes information concerning the controls and controls evaluation referred to in those certifications and should be read in conjunction with the certifications for a more complete understanding of the topics presented. 

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is described below.

Management’sManagement Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.2021. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that that our internal control over financial reporting was not effective as of December 31, 2020.2022. Our CEO and CFO concluded we have a material weakness due to lack of segregation of duties, a limited corporate governance structure, and a lack of a formal management review process over preparation of financial information.information, and a lack of adequate resources to ensure our filing requirements under the Exchange Act are satisfied. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported the following material weaknesses:

While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We believe that this is typical in many development stagedevelopment-stage companies. We may not be able to fully remediate the material weakness until we commence operations at which time, we would expectcan generate additional capital resources to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

Information

None.

Item 9C. DisclosuresDisclosure Regarding Foreign Jurisdictions that Prevent Inspections.Inspections

Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.Governance

Directors and Executive Officers

The following table includes the name, addressage, and position of our present officers and directors are set forth below:each person who served as a director or executive officer of the Company during 2022. The address of each of the persons in the table is c/o the Company at 86-90 Paul Street, London EC2A 4NE, United Kingdom.

Laura De Leon Castro, age 46, was born and raised in the City of Monterrey, Mexico. SheThe following is a graduatesummary of the law School ofrelevant backgrounds and business information concerning our directors and executive officers. Based upon the University of Monterrey. Following her graduation in 1996, she was employed as attorney with a law firm in Monterrey, Mexico from 1997 to 2000. Thereafter, she served asinformation below, the Assistant to the Chief Executive Officer of Gatorade Mexico from 2001 to 2003. During that period, she also became a certified Emergency Medical Technician. Following a move to Spain in 2003, she has served as a volunteer Emergency Medical Technician. The Company believes that Ms. De Leon Castro’sMessrs. Doran and Ambrose each have the educational backgrounds and business and operational experiences that give hereach of them the qualifications and skills to serve as directors of the Company.

Jon-Paul (JP) Doran – Chief Executive Officer, Secretary, and Director

Mr. Doran serves as a Directordirector of the Company and as its Chief Executive Officer, having been appointed to these positions on October 17, 2021. Jon-Paul transitioned from finance into the cannabis industry after recognizing its potential for alternative therapies, and to make affordable healthcare alternatives globally accessible. Beginning his career at Citigroup, Jon-Paul pivoted into private equity working across the Far East and Middle East before embarking on his mission to democratize alternative therapies and reshape the wellness landscape. In 2020 Jon-Paul founded JPD Capital, a cannabis fund domiciled in her respective officer positions. Ms. De Leon Castro has not been involved inGuernsey.

Timothy Ambrose – President, Chief Operating Officer, and Director

Mr. Ambrose serves as a transaction with related persons, promoters or control persons duringdirector of the Company and as its President and Chief Operating Officer. A vastly experienced executive, Tim built his career from McKinsey to leadership roles at DMGT, Trinity Mirror PLC, and the Company’s preceding fiscal year. No compensation arrangements haveentry into the medical cannabis market, helping to enhance global accessibility of high-quality medicinal cannabis for patients.

Darlington Ganda – Chief Financial Officer

Mr. Ganda serves as the Company’s Chief Financial Officer, having been made,appointed to this position on October 17, 2021. With over 15 years of experience as yet, with Ms. De Leon Castro.an accomplished finance and business leader, Darlington built his career from internal auditor at Trust Bank to completing his articles and embarking on a management consulting career, providing guidance to startups and leading turnarounds, before leveraging his entrepreneurial spirit to found a manufacturing company in Zimbabwe, developing a track record of building teams, optimizing processes, driving innovation, and delivering results.

Delinquent Section 16(a) Reports

Our common stock is not registered pursuant to Section 12 of the Exchange Act of 1934, as amended (the “Exchange Act”).Exhange Act. Accordingly, our directors, executive officers, directors and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Code of Business Conduct

We have not adopted a Code of Business Conduct within the meaning of Item 406(b) of Regulation S-K.

Board Committees

We do not have any Board Committees.

Item 11. Executive Compensation.Compensation

Summary Compensation Table

The following table below summarizes the total compensation earned by each of our named executive Officers (“NEOs”) for each ofthat the Company paid during the fiscal years listed.ended December 31, 2022 and 2021 to the NEOs, who are the Chief Executive Officer, President, Chief Financial Officer, and our other most highly compensated executive officers who received more than $100,000 in annual compensation from the Company.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary(1)	Cash Bonus	Stock Awards(2)	All Other Compensation	Total
Jon-Paul Doran— CEO(3)	2022 2021	$ ― ―	$ ― ―	$ 88,530,240 ―	$ ― ―	$ 88,530,240 ―
Timothy Ambrose— President(4)	2022 2021	$ ― ―	$ ― ―	$ 28,479,384 ―	$ ― ―	$ 28,479,384 ―
Darlington Ganda— Chief Financial Officer(5)	2022 2021	$ ― ―	$ ― ―	$ 916,176 ―	$ ― ―	$ 916,176 ―

(1) Mr. Kosins resigned as an officer and director on October 30, 2020 and his resignation became effective on November 9, 2020.

(2) Ms. De Leon Castro was elected as an officer and director on October 30, 2020 and her election became effective on November 9, 2020.

During the past two (2) fiscal years, members of our Board of Directors were not compensated for their services

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Directors and Executive Officers

Matters

The following table sets forthshows the amount of the Company’s common stock beneficially owned (unless otherwise indicated) as of December 31, 2022, by (1) any person known to the Company to be the beneficial ownership (andowner of more than 5% of the percentages of outstanding shares represented by such beneficial ownership) as of May 31, 2021, of (i)the Company’s common stock, (2) each director (ii)of the current NEOsCompany, (3) each named in the “Summary Compensation Table” contained in this Form 10-Kexecutive officer, and (iii)(4) all current directors and executive officers as a group. ExceptThe applicable percentage ownership is based upon 74,417,002 shares of common stock issued and outstanding as of December 31, 2022.

The number of shares of common stock beneficially owned by each entity, person, director/director nominee, or executive officer is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting power or investment power and also any shares that the entity or individual had the right to acquire as of December 31, 2022, or within 60 days after December 31, 2022, through the exercise of any stock option or other right. Unless otherwise indicated, we believe that the beneficial owners of the common stock listed below, based on information provided by such owners, haveto our knowledge, each individual has sole investment and voting power, or shares such powers with his spouse, with respect to suchthe shares subject to community property laws where applicable. Persons, who haveset forth in the power to vote or dispose of common stock of the Company, either alone or jointly with others, are deemed to be beneficial owners of such common stock.table.

Certain Stockholders

The following table sets forth certain information with respect to each person known by us to be the beneficial owner of five percent or more of either class of the Company’s outstanding common stock. The content of this table is based upon the most current information contained in Schedules 13D or 13G filings with the SEC, unless more recent information was obtained.

(1) Percentage of beneficial ownership and voting power is based on 32,417,002 shares of Common Stock outstanding as of May 31, 2021.

Item 13. Certain Relationships and Related Transactions and Director Independence.Independence

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSRelated-Party Transactions

We do not currentlyfollow ASC 850 – Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. When and if we contemplate entering into a transaction in which any executive officer, director, nominee, or any family member of the foregoing would have written policiesa direct or indirect interest, regardless of the amount involved, the terms of such transaction are to be presented to our full Board (other than any interested director) for approval, and procedures with respectdocumented in the Board minutes. Other than as described below, we have had no related party transactions during the two fiscal years ended December 31, 2022.

On September 24, 2021, JP Capital, a company controlled by Jon-Paul Doran, the Company’s CEO, advanced working capital of $17,500 to the approvalCompany. As of related-party transactions. There is no family relationship between anyDecember 31, 2022, the $17,500 advance had not been repaid.

In December 2021, Jon-Paul Doran and Timothy Ambrose each acquired 10,000,000 restricted shares of our managementcommon stock from First Choice Marketing Group, LLC, which, at the time, was an affiliate of the Company, owning 61.7% of the issued and directors. We have not entered into any related party transactions.outstanding shares of our common stock.

DIRECTOR INDEPENDENCEOn October 23, 2022, we issued an aggregate of 19,654,300 shares of our common stock in exchange for services rendered by directors and officers of the Company as follows:

Director Independence

Due to her service as the Company’s President, CEO, Treasurer, and Secretary, Ms. De Leon CastroNeither Jon-Paul Doran nor Timothy Ambrose is not currently considered to be independent.an independent director.

Item 14. Principal Accountant Fees and Services.

FEES TO THE COMPANY’S AUDITORS

Services

Set forth below is a summary of certain fees paid to our independent audit B.F. Borgers CPA PC for services for the fiscal years 20202022 and 2019, respectively.2021, respectively:

Audit Fees

Audit fees were for professional services rendered in connection with the audit of our annual financial statements set forth in our Annual Reports on Form 10-K, the review of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings.

Audit-Related Fees

Audit-related fees consist of fees billed for professional services for consultation on accounting matters.

Approval of Services Provided by Independent Registered Public Accounting Firm

The Board of Directors has considered whether the services provided under other non-audit services are compatible with maintaining the auditor’s independence and has determined that such services are compatible. The Board of Directors has adopted policies and procedures for pre-approving all non-audit work performed by the external auditors. The Board of Directors will annually pre-approve services in specified accounting areas. The Board of Directors also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.

PART IV

Item 15. Exhibits and Financial Statement Schedules

None.

PART IVItem 16. Form 10-K Summary

item 15. Exhibit and Financial Statement Schedules.Not Included.

(a)(1) Financial Statements

The following documents are filed as part of this report:

The Financial Statements of Crucial Innovations Corp. at December 31, 2020 and 2019, and for each of the two fiscal years in the period ended December 31, 2020, together with the reports of the Independent Registered Public

Accounting Firms, are set forth on pages F-1 through F-9 of this Report.

(2) Not applicable.

(3) Exhibits

(1) Incorporated by reference from the Company’s Registration Statement on Form S-1, SEC File No. 333-229638 as declared effective by the Commission on April 9, 2019.

(2) Incorporated by reference to the Company's Current Report on Form 8-K, filed with the SEC on January 4, 2021.

# Filed herewith.

## Furnished, not filed.

Item 16. Form 10-K Summary.

None.

*       Filed herewith

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on June 8, 2021.authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantRegistrant and in the capacities indicatedand on June 8, 2021.the dates indicated.

INDEX TO FINANCIAL STATEMENTS

CRUCIAL INNOVATIONS, CORP.

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Crucial Innovations, Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Crucial Innovations, Corp (the “Company”) as of December 31, 2020 and 2019, the related statement of operations, stockholders’ equity, and cash flows for the years ended December 31, 2020 and 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years ended through December 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

Served as Auditor since 2019

Lakewood, CO

June 8, 2021

CRUCIAL INNOVATIONS, CORP.

BALANCE SHEETS

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

CRUCIAL INNOVATIONS, CORP.

STATEMENTS OF OPERATIONS

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

CRUCIAL INNOVATIONS, CORP.

STATEMENTS OF STOCKHOLDERS’ DEFICIT