U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Mark One

[ X]  QUARTERLY☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20192021

[   ]☐    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. 333-229638

CRUCIAL INNOVATIONS, CORP.
(Exact name of registrant as specified in its charter)

Xibahe Beili 25120 Moorgate

Beijing, China 100096London EC2M 6UR

+17024259229United Kingdom

+44 77 4212 5992

(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: 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 checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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[   ]☒     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 (Section 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company or emerging growth company.

Large accelerated filer [  ] Accelerated filer [   ] Non-accelerated filer Yes [   ] Smaller reporting company Yes [X] Emerging Growth Company [X]

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 7(a)(2)(B)13(a) of the exchange act. [  ]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 ☒

Yes [ ] No [ X ]

The aggregate market value of the registrant’s voting stock held by non-affiliates (based on the closing sale price of the registrant’s Common Stock, as reported by the OTC Markets Group Inc.) was approximately $3,900,000 as of June 30, 2021.

As of June 27, 2022, the number of shares of the registrant’s Common Stock outstanding was 32,417,002, par value $0.0001 per share.

List hereunder the following documents if incorporated by reference 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 filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes:

None.

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TABLE OF CONTENTS

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PART I

Item 1. Description of Business

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"“may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or "continue,"“continue,” or the negative thereof. We intend that such forward-looking statements be subject to 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 of the date made. Any forward-looking statements represent management'smanagement’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

GENERAL INFORMATION

We were incorporated in the State of Nevada on February 28, 2018. So far, the Company has no revenue, it possesses minimal assets and has incurred losses since inception. The Company has a business plan and it purchased a website. The website is operational, however it continues to be developed. We maintain our statutory registered agent’s office at 3773 Howard Hughes Pkwy – Suite 500s, Las Vegas, NV 89169-6014. Our business office is located at Xibahe Beili 25, Beijing 100096.120 Moorgate, London EC2M 6UR, United Kingdom. Our telephone number is +17024259229+44 77 4212 5992.

We intend to offerwere initially engaged in the business of English language tutoring usingover the Internet. However, were not able to execute our website. Our distant English language teaching can be compared to private tutoring at home utilizingoriginal business plan, develop significant operations or achieve commercial sales. We currently are pursuing the completion of an acquisition which will create a video callviable business model and special website features. We intendvalue for our future customers to havestockholders.

Effective November 9, 2020, Reinis Kosins, our former President and sole director resigned as an officer of the same interactive, personalized experience as the standard one to one tutoring butCompany and from the comfortBoard of their own home, office or a hotel room. Customers will be connected with teachersDirectors, and other group members over the Crucial Innovations, Corp. learning platform (http://learningplatformonline.com/). Our customers will simply need to have a computer a webcamLaura De Leon Castro was appointed as President, Secretary, Treasurer, Principal Executive Officer, Principal Accounting Officer, and internet connection.sole director.

OUR SERVICESOn November 9, 2020, we issued an aggregate of 30,000,000 shares of our common stock, pursuant to conversions 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 shares of our common stock, and (ii) The Consulting Agency, LLC converted $16,003 of debt into 10,000,000 shares, which represents 30.85% of all issued and outstanding shares of our common stock. The common stock was not registered under the Securities Act of 1933, as amended.

WeOn December 31, 2020, the Company entered into a definitive Equity Purchase Agreement with Mercantile Global Holdings, Inc., a Delaware corporation (“MGH”). However, the parties could not consummate the transaction and on September 2, 2021, the Company and MGH entered into a Mutual Termination Agreement, whereby the parties agreed to terminate the Equity Purchase Agreement. The Mutual Termination Agreement provided for a mutual release of the parties.

On October 17, 2021, the Board of Directors of the Company which, at that time, consisted solely of Laura De Leon Castro, elected two new additional directors, Timothy Ambrose and Jon-Paul Doran. On October 18, 2021, Laura De Leon Castro resigned as President, Chief Executive Officer, Secretary, Treasurer, and a Director and Chairman of the Board of Directors of the Company. Concurrently, Timothy Ambrose was elected as Chairman of the Board of Directors and Jon-Paul Doran was elected as President, Chief Executive Officer, and Secretary of the Company.

On April 13, 2022, the Company entered into a definitive Share Exchange Agreement (the “Exchange Agreement”) with the stockholders of Eco Equity Limited, a company organized under the laws of England and Wales (“EE UK”). Pursuant to the terms of the Exchange Agreement, the Company will offer personal English tutoring via our website. Our future consumers will be able to have lessons fromacquire 100% of the comfortissued and outstanding shares of their homes with reading, speaking, listening and grammar classes. Also, our website will have an express learning quiz tool. With it the students will only have to spend five minutes a day for English language learning. This tool iscapital stock of EE UK, in exchange for the customer who need a very basic knowledgeissuance of English for an elementary level communication.

Customers will choose a teacher based on the type42,000,000 restricted newly issued, fully paid and non-assessable shares of common stock of the lesson they require,Company (the “Exchange Shares”) at a ratio of 0.0763 Exchange Share for each of the surrendered shares transferred by the EE UK stockholders, which will represent fifty-six percent (56%) of all issued and outstanding shares of Company common stock at the time of day that suits them and the profileclosing of the tutor. Additionaltransaction. The Exchange Shares were valued at $71,404 or $.0017 per share. As the Company’s stock is thinly traded, the value assigned to the Exchange Shares to be issued under the Exchange Agreement was the last sale of Company’s common stock during October 2020 for $.0017 per share. In addition, we are planningwill assume all assets and liabilities of EE UK, which includes EE UK’s wholly owned subsidiary, Eco-Equity Zimbabwe (Private) Limited, a Zimbabwe-registered company (“EE Zim”). As of June 27, 2022, the transactions contemplated by the Exchange Agreement, including the issuance of the 42,000,000 Exchange Shares, has not been consummated. The Company intends to hire freelance teacherspursue the sale of cannabis-related products from various English speaking countries, so that our clients could learn English in a dialect of their choosing, such as American or British English.EE Zim.

In the future we intend to offer courses of other languages as well. Classes could be one-to-one, or students could sign up for group classes with other English learners from across the world. Our source of revenue will be fees collected from students connect by us with personal English teachers via our Crucial Innovations Corp. website whilst utilizing our express learning quiz tool. Our website platform address is http://learningplatformonline.com/. We will retain approximately 30% of the total fee paid by the customer to the tutor.

ADVANTAGES OF ONLINE LEARNING

The main advantages of Online Learning instead of traditional one include:

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Online learning costs less than usual one

Lessons completely private and confidential, Online learning is available at any time of day or night, Customer can spend as little as 5 minutes with or without your teacher during a session, or as long as several hours. Considering the high cost of fuel and depending on how far customer must go to the English class customer can save a substantial amount of money. Also gains customers precious time.

Considering the high cost of fuel and depending on how far customer must go to the English class customer can save a substantial amount of money. Also gains .

OUR WEB SITE

We have purchased a website, the Website Purchase Agreement filled as Exhibit 10.2 to this Registration Statement. Website gives you an opportunity to have lessons from the comfort of your homes with reading, speaking, listening, grammar classes and express learning quiz tool. Customers will be able to choose personal teachers on our web site based on the type of lesson, time of day, nationality and price of the class. All customers will have to sign up on our web site. Our sign-up process will be simple: Submit an email address to get an invitation. Once approved, users can create an account and start searching for the right personal tutor. Customer will pay us for a different amount of classes. We confirm to the chosen teacher the receipt of payment and the process of studying begins. Our teaching will be similar to communication over Skype -- tutors and customers will be able to see each other. Teaching price will depend on time and tutor, but it can range from $20 to $100 per hour.

To sell personal teaching via our web platform teachers must complete our short registration form. Then create a unique username, provide a valid email address and sign an Agreement with us. All of our personal tutors will provide us with their education degree and the experience information. We will require each teacher to have over 5 years verifiable experience as a professional teacher. Also fluent English and work references from previous work place well be required.

MARKET OVERVIEW

The teaching industry has maintained steady growth, with membership rates growing consistently and profit remaining solid. Demand for English centers and private classes and teachers will continue to rise over the next five years, as the more people traveling and are interested in foreign languages and communications. More and more companies start working with foreign ones and need training of their personnel

COMPETITION

The market for online teaching is highly competitive. Numerous online teaching sites will compete with us. Our competitors are substantially larger and more experienced than us and have longer operating histories, and have materially greater financial and other resources than us.

The competition in the online tutoring that we will face comes from online web sites: https://www.verbalplanet.com,  https://www.converland.com, etc.

MARKETING

We plan to focus on direct sales online as we get started. Once we build a reputation and customer base, it will be easier to attract customers. We plan to market our products mainly at China market.

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Online provides a better chance of referrals. Because we can serve just about anyone, anywhere, there's a good chance that our clients will refer us. For instance, a client may have a friend or relative in another city or country. The online format allows such a referral to quickly become a client.

FACEBOOK

Facebook is being used as one of the most effective marketing tools. We will be able to use it as a platform to advertise to our clients on important updates such as; schedule changes, events, classes, special discounts and their personal lives.

WRITING

Writing for industry recognized online publications would be one of the greatest tools for expanding our reach. That will put us in front of a new audience that now knows who we are and what we do.

OTHER SOCIAL MEDIA

Baidu, Wechat, Linkedin, Twitter,  and the list goes on. Diversifying our social media presence means expanding our client base.

EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.EMPLOYEES

We have no employees other than our sole officer and director, Reinis Kosins. We have executed a Consulting Agreement with our sole officer and director Reinis Kosins. Agreement is filed as Exhibit 10.3 to this Registration Statement.employees.

We do not have tutors currently working for us. We intend to employ tutors as we receive translation request through our website from our clients. To date we have not had any tutoring requests. Our tutors will be self employed contractors. They will be paid a percentage (70%) of the fees we receive for the tutoring service.

GOVERNMENT REGULATIONS

We will be subject to applicable laws and regulations that relate directly or indirectly to our operations including United States securities laws. We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in China.

Under Paragraph 2 of Article 2 of the People’s Republic of China Corporate Income Tax Law (the “Corporate Income Law”), any foreign enterprise which shall constitute a resident enterprise shall meet both of the following requirements: (i) such enterprise was established under the laws of foreign countries or regions; and (ii) the actual management of such enterprise must be located within China. Further, under relevant provisions of the Circular of the State Administration of Taxation Regarding the Issues Relevant to the Identification of Chinese-controlled Enterprises Registered Abroad as Resident Enterprises by Actual Management (Guo Shui Fa [2009] No. 82, “Circular No. 82”) issued by the State Administration of Taxation on April 22, 2009 and based upon our no-name inquiry to the People’s Republic of China State Administration for Taxation, any Chinese-controlled enterprise whose actual management is held to be located within China shall satisfy all of the following requirements: (i) the site, where the management of such enterprise responsible for the daily operation of such enterprise performs its duties, is located within China; (ii) the financial decisions (such as borrowings, extending loans, financing or financial risks management) and HR policies (such as appointment, dismissal or remunerations) shall be made or approved by the institution or personnel of such enterprise staying within China; (iii) 1/2 or more of the directors with voting rights or of the management of such enterprise live within China permanently; and (iv) the main assets, accounting books and stamps of and the minutes and files of the board of directors of and of shareholders’ meeting of such enterprise exist and will be maintained within China.

We believe that we are not considered a “resident enterprise” for PRC enterprise income tax purposes. We have no subsidiaries within China. We have executive offices in China, and all of our management is located within China. We make or approve the financial decisions (such as borrowing, extending loans, financing or financial risks management) and human resource policies (such as employees’ appointment, dismissal and remunerations) within China, and our sole director with voting rights are also

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located within China. However, our main assets, accounting books, stamps and minutes of our directors’ board and of our shareholders’ meetings exist and will be maintained in the USA but not within China, so we are not consistent with Item (iv) of the above four requirements under Circular No. 82 although our present conditions satisfy Items (i) to (iii) of the above requirements under Circular No. 82. Therefore, even if we are an enterprise established under the laws Nevada, and our management team is located within China, we believe that we shall not be held to be a resident enterprise under the Corporate Income Tax Law.1A. Risk Factors.

Nevertheless, we cannot fully exclude the possibility that there is a difference or discrepancy between the interpretation of the Chinese authorities and our understanding as set forth above, nor can we assure that the statements or interpretations of the Chinese government officials will remain unchanged. Furthermore, we cannot exclude the possibility that the Chinese government will promulgate any new laws, regulations or provisions that will be in conflict with our understanding. If so, we may be classified as a ‘‘resident enterprise’’Not required for PRC enterprise income tax purposes, which could result in unfavorable tax consequences to us and our non-PRC shareholders.Smaller reporting companies.

If the PRC tax authorities determine that we are a resident enterprise for PRC enterprise income tax purposes, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income, as well as PRC enterprise income tax reporting obligations.Item 1B. Unresolved Staff Comments.

If we are considered a resident enterprise, this could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains derived by our non-PRC enterprise shareholders from transferring our shares and a 20% withholding tax on dividends we pay to our non-PRC individual stockholders and with respect to gains derived by our non-PRC individual stockholders from transferring our shares. If we areNot required under PRC law to withhold PRC income tax on dividends payable to our non-PRC investors or if you are required to pay PRC income tax on the transfer of our shares, the value of your investment in our shares may be materially and adversely affected.for Smaller reporting companies.

Government policies are subject to rapid change and the government of the China may adopt policies which have the effect of hindering private economic activity and greater economic decentralization. There is no assurance that the government of China will not significantly alter its policies from time to time without notice in a manner with reduces or eliminates any benefits from its present policies of economic reform. In addition, a substantial portion of productive assets in China remains government-owned. For instance, all lands are state owned and business entities or individuals are granted by government state-owned land use rights. The granting process is typically based on government policies at the time of granting, which could be lengthy and complex. This process may adversely affect our business. The government of China also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency and providing preferential treatment to particular industries or companies. Uncertainties may arise with changing of governmental policies and measures. In addition, changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, as well as adverse changes in the political, economic or social conditions in China, could have a material adverse effect on our business, results of operations and financial condition.Item 2. Properties.

The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China.

DESCRIPTION OF PROPERTY

OFFICES

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Our business office is located at Xibahe Beili 25, Beijing, China 100096.120 Moorgate, London EC2M 6UR, United Kingdom. Our telephone number is +17024259229. Upon the completion+44 77 4212 5992. Our leased office space consists of 800 square feet in a shared office facility. We pay $6,500 per month on a month -to- month basis. Our facilities are adequate for our offering, and funding permitting, we intend to establish an office elsewhere. As of the date of this prospectus, we have not sought or selected a new office sight.present needs.

LEGAL PROCEEDINGSItem 3. Legal Proceedings.

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERSItem 4. Mine Safety Disclosures.

NoNot Applicable.

PART II

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

Our common stock currently trades on the Expert Market Tier of OTC Markets Group, Inc. under the symbol “CINV” and is labeled as “Delinquent SEC Reporting.” The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. Stock on the Expert Market is not eligible for proprietary broker-dealer quotations. All quotes in stock on the Expert Market reflect unsolicited customer orders. Unsolicited-Only stocks, such as ours, have a higher risk of wider spreads between bid and asked quotations, increased volatility, and price dislocations. Investors may have difficulty selling our stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making in our stock. The Expert Market serves broker-dealer pricing and investor best execution needs. Quotations in Expert Market securities are restricted from public marketviewing. OTC Markets Group designates securities for quoting on the Expert Market when the issuer has not disclosed its financial information for a period of slightly in excess of six months or is otherwise not making current information publicly available under SEC Rule 15c2-11, or when the security is otherwise restricted from public quoting. The common stock previously traded on the Pink Tier of OTC Markets Group, Inc.

The reported high and low prices for our common stock are shown below for the period from January 1, 2020 through June 29, 2022. 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 June 27, 2022.

(2) The second quarter of 2022 is for the period April 1, 2022 through June 29, 2022.

Registered Holders of our Common Stock

As of June 27, 2022, there were 5 record owners of our common stock. We believe that some additional stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.

Dividends

The Company has not declared any dividends since inception and does not anticipate paying any dividends in the foreseeable future on its common stock. The payment of dividends is within the discretion of the Board of Directors and will depend on the Company’s earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently exists forlimit the Company’s ability to pay dividends on its common stock other than those generally imposed by applicable state law.

Equity Compensation Plans

None 

Recent Sales of Unregistered Securities

In October 2020, we agreed to settle two accounts payable totaling $51,003 by the issuance of an aggregate of 30,000,000 restricted shares of our common stock. Following completion of this offering, we intend to apply to have our common stock, listed for quotationor $0.0017 or share. The shares were issued in reliance on the Over-the-Counter Bulletin Board.

EMERGING GROWTH COMPANY STATUS UNDER THE JOBS ACT

 Crucial Innovations, Corp. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).

 The JOBS Act creates a new category of issuers known as "emerging growth companies." Emerging growth companies are those with annual gross revenues of less than $1 billion (as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisionsSection 4(a)(2) of the Securities Act of 1933, as amended and its regulations. An emerging growth company will retain that status until the earliest of:provisions of Regulation D promulgated thereunder.

The first

Issuer Purchases of Equity Securities

During the fiscal year after its annual revenues exceed $1 billion; 

The first fiscal year afterended December 31, 2021, the fifth anniversaryCompany did not repurchase any shares of its IPO; 

The date on which the company has issued more than $1 billion in non-convertible debt during the previous three-year period; and 

The first fiscal year in which the company has a public float of at least $700 million. Common Stock.

OFFERING REQUIREMENTS

 In addition, during the IPO offering process, emerging growth companies are exempt from:

Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO; 

Certain restrictions on communications to institutional investors before filing the IPO registration statement; and Penny Stock Designation

The requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements andSEC has adopted Rule 3a51-1, which defines a “penny stock” as any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO "road show."

OTHER PUBLIC COMPANY REQUIREMENTS

Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:

The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation; 

Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and 

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The requirements under Sections 14A(a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments. 

ELECTION UNDER SECTION 107(b) OF THE JOBS

We have elected to take advantage of the benefits of the extended transition periodequity security that Section 107 of the JOBS Act provides an emerging growth company, as provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. 

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00 (otherper share or with an exercise price of less than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be$5.00 per share, subject to Rules 15g-1 through 15g-10certain exceptions. Because the price of our Common Stock is less than $5.00 (and we do not meet any of the Securities and Exchange Act. Rather than creatingalternative exemptive criteria), our Common Stock is deemed to be a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a For any transaction ininvolving a penny stock, not otherwiseunless exempt, from those rules, to deliverRule 15g-9 requires that a standardized risk disclosure document, which:

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser'spurchaser’s written acknowledgment of the receipt of a risk disclosure statement,statement; (ii) a written agreement to transactions involving penny stocks,stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements will haveGenerally, brokers may be less willing to execute transactions in securities subject to the effect“penny stock” rules. This may make it more difficult for investors to dispose of reducing the trading activityour Common Stock and cause a decline in the secondary market forvalue of our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.Common Stock.

REGULATION MItem 6. [Reserved]

Our officerItem 7. Management’s Discussion and director, who will offerAnalysis of Financial Condition and sell the Shares, is aware that he is required to comply with the provisionsResults of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.Operations

REPORTS

We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

STOCK TRANSFER AGENT

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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.

FINANCIAL STATEMENTS

Our fiscal year end is December 31. We intend to provide financial statements audited by an Independent Registered Public Accounting Firm to our shareholders in our annual reports. The audited financial statements for the year ended December 31, 2019 can be found on page F-1. 

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONOVERVIEW

We are a development stage corporation with limited operations and no revenues from our business operations. We do not anticipate that we will generate significant revenues until we have raised significant funds. There is no assurance we will ever generate revenue even if we raised all necessary funds.

GOING CONCERN

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We are in start-up stage operations and have not generated any revenues. 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 raised the funds necessary to conduct a marketing program. There is no assurance we will ever generate revenue even if we raised all necessary funds.

PLAN OF OPERATION

FISCAL YEAR ENDED December 31, 2019 COMPARED TO FISCAL YEAR ENDED December 31, 2018.

Our net loss for the fiscal year ended December 31, 2019 was $46,349 compared to a net loss of $14,673 during the fiscal year ended December 31, 2019. December 31, 2019 and 2018 the Company has not generated any revenue .

Expenses incurred was $46,349 during fiscal year ended December 31, 2019 compared to $14,673 during fiscal year ended December 31, 2018.

The number of shares outstanding was 2,417,002 for the fiscal year ended December 31, 2019 and 1,600,000 for the fiscal year 2018.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED December 31, 2019 and 2018

As of December 31, 2019, our total assets were $13,997 consisting of cash and cash equivalents of $1,950 and developed website of $12,047. As of December 31, 2018, our total assets were $14,500 consisting of cash and cash equivalent $500 and developed website of $14,000.

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Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities for the fiscal year ended December 31, 2019, net cash flows used in operating activities was $(32,396).  Cash flows from operating activities for the fiscal year ended December 31, 2018 was $13,077.

Cash Flows from Investing Activities

We have not generated positive cash flows from operating activities for the fiscal year ended December 31, 2019, net cash flows used in operating activities was $nil.  Cash flows from operating activities for the fiscal year ended December 31, 2018 was $(14,000).

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, 2019, net cash provided by financing activities was $33,846.  For the fiscal year ended December 31, 2018, net cash from financing activities was $1,423 consisting of director loan repayment of $10,173.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

GOING CONCERN

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage 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 resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

COVID-19

In December 2019, a novel strain of COVID-19 was reported in China. Since then, the COVID-19 has spread globally including across North America and the United States. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020.

Specifically, we caution that our business could be materially and adversely affected by the risks, or the public perception of the risks, related to the outbreak of COVID-19. To date, COVID has directly impacted the ability we have to participate in trade show events and other in-person marketing. Although retailers which may carry our products may be considered essential businesses and therefore be allowed to remain operational, they may experience significantly reduced demand. The risk of a pandemic, or public perception of the risk, could cause customers to avoid public places, including retail properties, and could cause temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory to our customers. Further, such risks could also adversely affect retail customers’ financial condition, resulting in reduced spending on our products, which are marketed as premium products. “Shelter-in-place” or other such orders by governmental entities could also disrupt our operations, if our employees or the employees of our sourcing partners who cannot perform their responsibilities from home, are not able to report to work. Risks related to an epidemic, pandemic, or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our co-packing facilities or operations of our sourcing partners.

CRITICAL ACCOUNTING POLICIES

Please refer to Note 2 - Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements.

RESULTS OF OPERATIONS

Overview. We had no revenues for the years ended December 31, 2021 and 2020, respectively. We reported net losses of $22,566 and $30,558 for the years ended December 31, 2021 and 2020, respectively. The $7,992 decrease in net loss is attributable to the factors discussed below.

Revenues. We generated no revenues for the years ended December 31, 2021 and 2020.

Expenses. For the year ended December 31, 2021 and 2020, we incurred total operating expenses of $19,046 and $18,511, the $535 increase was primarily from a small increase in professional fees.

Other Income (Expense). Our total other income (expense) was ($3,520) and ($12,047) for the years ended December 31, 2021 and 2020, respectively. The decrease of $8,527 was attributable to $3,520 interest expense on our convertible notes payable for the year ended December 31, 2021 and a $12,047 impairment charge on our website development during the year ended December 31, 2020.

The number of shares outstanding was 32,417,002 for the twelve months ended December 31, 2021 and 2020.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2021, our total assets were $10,750 for prepaid accounting fees. As of December 31, 2020, our total liabilities were $33,745, including accounts payable of $6,245, convertible note and accrued interest of $10,000, and due to related party of $17,500.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities for the year ended December 31, 2021.  Net cash flows used in operating activities was $23,980.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For year ended December 31, 2021, net cash provided by financing activities was $23,980 for issuance of a convertible note of $6,480 and related party loans of $17,500.

PLAN OF OPERATION

Our plan of operation for the following twelve months is to transform the Company with the following:

On April 13, 2022, the Company entered into a definitive Share Exchange Agreement (the “Exchange Agreement”) with the stockholders of Eco Equity Limited, a company organized under the laws of England and Wales (“EE UK”). Pursuant to the terms of the Exchange Agreement, the Company will acquire 100% of the issued and outstanding shares of capital stock of EE UK, in exchange for the issuance of 42,000,000 restricted newly issued, fully paid and non-assessable shares of common stock of the Company (the “Exchange Shares”) at a ratio of 0.0763 Exchange Share for each of the surrendered shares transferred by the EE UK stockholders, which will represent fifty-six percent (56%) of all issued and outstanding shares of Company common stock at the time of the closing of the transaction. The Exchange Shares were valued at $71,404 or $.0017 per share. As the Company’s stock is thinly traded, the value assigned to the Exchange Shares to be issued under the Exchange Agreement was the last sale of Company’s common stock during October 2020 for $.0017 per share. In addition, we will assume all assets and liabilities of EE UK, which includes EE UK’s wholly owned subsidiary, Eco-Equity Zimbabwe (Private) Limited, a Zimbabwe-registered company (“EE Zim”). As of June 27, 2022, the transactions contemplated by the Exchange Agreement, including the issuance of the 42,000,000 Exchange Shares, has not been consummated. The Company intends to pursue the sale of cannabis-related products from EE Zim.

On October 17, 2021, the Board of Directors of the Company which, at that time, consisted solely of Laura De Leon Castro, elected two new additional directors, Timothy Ambrose and Jon-Paul Doran. On October 18, 2021, Laura De Leon Castro resigned as President, Chief Executive Officer, Secretary, Treasurer, and a Director and Chairman of the Board of Directors of the Company. Ms. De Leon Castro’s resignation was not the result of any disagreements with the Company regarding our operations, policies, practices or otherwise. Concurrently, Timothy Ambrose was elected as Chairman of the Board of Directors and Jon-Paul Doran was elected as President, Chief Executive Officer, and Secretary of the Company. The appointment of Mr. Ambrose and Mr. Doran was considered a change in control of the Company.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTSThe Company’s Financial Statements required by Item 8, together with the reports thereon of the Independent Registered Public Accounting Firm are set forth on pages F-1 through F-11 of this report and are incorporated by reference in this Item 8.

CRUCIAL INNOVATIONS, CORP.

TABLE OF CONTENTSItem 9. Changes in and Disagreements with Accounting and Financial Disclosures.

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None.

Item 9A. Controls and Procedures.

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, 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 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’s 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, 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, 2021. Our CEO 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. 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-stage companies. We may not be able to fully remediate the material weakness until we commence operations at which time, we would expect 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 years ended December 31, 2021 and 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

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

Not Applicable.

PART III

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

The name, address and position of our present officers and directors are set forth below:

Jon-Paul Doran – President, Chief Executive Officer, Secretary, and Director

Mr. Doran, born in Zimbabwe, started his career at Citigroup before moving into the Private Equity industry working in the Far East and the Middle East. From here he moved into the cannabis industry after identifying the opportunities in the market and the chance to help provide alternative treatments to those in need of care. Together with Timothy Ambrose, in 2018 he founded Eco-Equity Zimbabwe (Private) Limited (“EE Zim”), a licensed holder for Medical Cannabis Cultivation and Production in Zimbabwe, Africa. In October 2019, Mr. Ambrose and he founded JPD Capital PCC Limited, a London, UK-based investment banking firm, and JPD Capital, a Guernsey-based fund. Mr. Doran currently serves as CEO of Eco Equity Limited (“EE UK”) and as CEO of JPD Capital PCC Limited, as well as JPD Fund.

Timothy Ambrose - Chairman of the Board of Directors

Mr. Ambrose has extensive experience in building and leading high-performing commercial operations and digital operations. He started his professional career at McKinsey before holding executive roles at DMGT, Trinity Mirror PLC and, more recently, Local Word Ltd., where he was part of the team that completed a £220 million sale of the business to Trinity Mirror in October 2016. Together with Jon-Paul Doran, in 2018 he founded EE Zim, a licensed holder for Medical Cannabis Cultivation and Production in Zimbabwe, Africa. In October 2019, Mr. Doran and he founded JPD Capital PCC Limited, a London, UK-based investment banking firm, and JPD Capital, a Guernsey-based fund. Mr. Ambrose currently serves as COO of EE UK and COO of JPD Capital PCC Limited, as well as JPD Fund.  Mr. Ambrose attended Queen Mary’s College, where he received a degree in business, and the University of Portsmouth, where he received a Bachelor of Law (LLB) degree.

The Company believes that both Mr. Doran and Mr. Ambrose have the educational backgrounds and business and operational experiences that give each of them the qualifications and skills to serve as Directors and in their respective officer positions.

Delinquent Section 16(a) Reports

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our 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.

The table below summarizes the total compensation earned by each of our named executive Officers (“NEOs”) for each of the fiscal years listed.

SUMMARY COMPENSATION TABLE

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, Executive Officers, and Certain Shareholders

The following table sets forth the beneficial ownership (and the percentages of outstanding shares represented by such beneficial ownership) as of June 27, 2022, of (i) each director, (ii) the current NEOs named in the “Summary Compensation Table” contained in this Form 10-K, (iii) all current directors and executive officers as a group, and each person know to us to be the beneficial owner of five percent or more of the Company’s outstanding common stock.  Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below, based on information provided by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Persons, who have 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. This table is based upon the most current information obtained.

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

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

We follow 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 a 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 documented in the Board minutes. Other than as disclosed below, we have had no related party transactions during the past two fiscal years.

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 Company.  As of June 27, 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 Common Stock from First Choice Marketing Group, LLC, which, at the time, was an affiliate of the Company, owning 61.7% of the issued and outstanding shares of our Common Stock.

On April 13, 2022, the Company entered into the Exchange Agreement with the stockholders of EE UK.  At that time, Jon-Paul Doran, our sole officer and a director, was also CEO and the majority stockholder of EE UK. Pursuant to the Exchange Agreement, Mr. Doran will be issued 14,755,040 shares of our Common Stock in exchange for his shares in EE UK.  Timothy Ambrose, our Chairman of the Board of Directors, was also COO and a significant stockholder of EE UK.  Mr. Ambrose will be issued 4,746,546 shares of our Common Stock in exchange for his shares of EE UK.  Due to the fact that Mr. Doran and Mr. Ambrose are our only directors, there were no non-interested directors to negotiate or approve this transaction.

DIRECTOR INDEPENDENCE

Neither Jon-Paul Doran nor Timothy Ambrose is currently considered to be an independent director.

Item 14. Principal Accountant Fees and Services.

FEES TO THE COMPANY’S AUDITORS

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 2021 and 2020, 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. Exhibit and Financial Statement Schedules.

(a)(1) Financial Statements

The following documents are filed as part of this report:

The Financial Statements of Crucial Innovations Corp. at December 31, 2021 and 2020, and for each of the two fiscal years in the period ended December 31, 2021, together with the reports of the Independent Registered Public Accounting Firm, are set forth on pages F-1 through F-11 of this Report.

(2) Not applicable.

(3) Exhibits

EXHIBIT SCHEDULE

# Filed herewith.

## Furnished, not filed.

Item 16. Form 10-K Summary.

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 1, 2022.

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 registrant and in the capacities indicated on July 1, 2022.

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.Corp (the "Company"“Company”) as of December 31, 20192021, and 2018,2020, the related statementsstatement of operations, stockholders'stockholders’ equity, (deficit), and cash flows for the years then ended December 31, 2021 and 2020, and the related notes (collectively referred to as the "financial statements"“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192021, and 2018,2020, and the results of its operations and its cash flows for the years then ended through December 31, 2021, and 2020, 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 3 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'sCompany’s management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB"(“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.

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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.

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 2 to the financial statements, the Company’s minimal activities 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.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

We have servedServed as the Company's auditorAuditor since 2019

Lakewood, CO

February 04, 2020July 1, 2022

CRUCIAL INNOVATIONS CORP.

CONDENSED BALANCE SHEETSHEETS

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Total current liabilities			49,859		28,523
Common stock, $0.0001 par value, 75,000,000 shares authorized;
2,417,002 and 1,600,000 shares issued and outstanding respectively;		241			160
Additional paid-in-capital		24,919			490
Accumulated deficit		(61,022)			(14,673)
Total Stockholders’ Equity		(35,862)			(14,023)
Total Liabilities and Stockholders’ Equity		$ 13,997			$ 14,500

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

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CRUCIAL INNOVATIONS CORP.

STATEMENTCONDENSED STATEMENTS OF OPERATIONS

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

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CRUCIAL INNOVATIONS CORP.

STATEMENTCONDENSED OF STOCKHOLDER EQUITYCHANGES IN STOCKHOLDERS'  DEFICIT

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

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CRUCIAL INNOVATIONS CORP.

STATEMENTCONDENSED STATEMENTS OF CASH FLOWS

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

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CRUCIAL INNOVATIONS CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

December 31, 20192021 and 20182020

NOTE 1 – ORGANIZATION AND BASISDESCRIPTION OF PRESENTATIONBUSINESS

Crucial Innovations Corp. (referred as the “Company”, “we”, “our”) 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, were not able to execute our original business plan, develop significant operations or achieve commercial sales. We currently are pursuing the completion of an acquisition which will create a development-stage company formed to commence operations related to the teaching of English.  viable business model and value for our stockholders

NOTE 2 – GOING CONCERNSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statementsFinancial Statements and related disclosures have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets,pursuant to the rules and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit of $(61,022) at December 31, 2019, a net loss of $(46,349) December 31, 2019. The Company has a cash balance of $1,950 at December 31, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations.  Management intends to raise additional funds by way of a private or public offering.  While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.  The abilityregulations of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business planSecurities and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

Exchange Commission (“SEC”). The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statementsFinancial Statements have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles inGenerally Accepted Accounting Principles of the United States of America.

(“GAAP”). The Company’s year-end is December 31.

Development Stage CompanyReclassifications

Certain prior period amounts have been reclassified to conform to current period presentation. There was no impact on the statements of operations.

Cash and Cash Equivalents

The Company is a development stage companyconsiders all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash or cash equivalents as defined in ASC 915 “Development Stage Entities.”. The Company is devoting substantially all of its efforts on establishing the businessDecember 31, 2021 and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.2020.

The Company has elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.

Use of Estimates

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The preparation of financial statements in conformity with generally accepted accounting principlesGAAP 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CashBasic and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.  The Company entered a Trust Agreement with the director and set up Related Party Trust Account for holding funds in relation to issuing shares for stock consideration of $1,950.  

The Company has $1,950 cash as of December 31, 2019.

Property, Plant and Equipment

The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. The estimated useful lives as follows:

Capitalized software development 3 years 

Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.We evaluate the recoverability of our long-lived assets whenever changes in circumstances or events may indicate that the carrying amounts may not be recoverable. An impairment loss is recognized in the event the carrying value of the assets exceeds the future undiscounted cash flows attributable to such assets.

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic Income (Loss)Diluted Net Loss Per Common Share

The Company computes net income (loss) per share in accordance with FASB ASC 260, “EarningsEarnings per Share”. Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

Basic lossearnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted averageweighted-average number of outstanding

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shares of common sharesstock outstanding during the period. Diluted earnings per common share is computed by dividing income (loss) per share gives effectavailable to all dilutive potential common shareholders by the weighted-average number of shares of common stock outstanding during the period.  Dilutive loss per share excludes all potentialperiod increased to include the number of additional shares of common sharesstock that would have been outstanding if their effect is anti-dilutive.potentially dilutive securities had been issued.

As of December 31, 2019,2021, and 2020, there were no potentiallyapproximately 3,300 and -0- common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive debt orearnings per share as their effect would be anti-dilutive.

Stock-Based Compensation

The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued or outstanding.  at the date of grant. These shares are considered fully vested and the fair market value is recognized as expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services.

Stock-Based CompensationFair Value Measurements

Stock-based compensationIn September 2006, the FASB issued ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 were effective January 1, 2008.

As defined in ASC 820, fair value is accountedthe price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observations of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy defined by ASC 820 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC Topic 718.  To date,825-10 as of December 31, 2021 and 2020.

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company has not adopted a stock option planexpects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and has not granted any stock options.(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods and service transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For the years ended December 31, 2021 and 2020, the Company reported $-0- revenues.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, 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, the Company does not foresee generating taxable income in the near future and utilizing its deferred tax asset, therefore, 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.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted this standard on January 1, 2021.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

Note 4NOTE 3 – PROPERTY, PLANT AND EQUIPMENTGOING CONCERN

Property, PlantThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and Equipment

Our depreciation schedule is such that 14,000 over 5 years $ 217 monthly.the liquidation of liabilities in the normal course of business. As of December 31, 2021, the Company had an accumulated deficit of $114,146, a net loss of $22,566 for the year ended December 31, 2021 and has not earned any revenues. The Company intends to fund operations through equity financing arrangements and related party advances, which may be insufficient to fund its capital expenditures, working capital and other cash requirements.

Initial phasesThe ability of designthe Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of the website have been completed and placed in service.its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

Note 5These factors, among others, raise substantial doubt about the Company’s ability 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 – LOAN FROM DIRECTORPREPAID EXPENSES

As of December 31, 2019,2021, prepaid expenses consist of advances made on professional fees. As of December 31, 2021 and 2020, respectively, prepaid expenses were $10,750 and $0, respectively

NOTE 5 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.

On September 24, 2021, a company controlled by the Company’s CEO, advanced working capital of $17,500 to the Company.  As of December 31, 2021, the $17,500 advance is reported as due to related party in the accompanying balance sheet.

During the year ended December 31, 2020, our former director advanced $5,581 for operating expenses. During the year ended December 31, 2020, the Company owed $10,109converted $51,003 of debt to our former director for 30,000,000 shares of common stock.

During the year ended December 31, 2020, related party debt of $14,988 was forgiven and recorded to additional paid-in capital.

NOTE 6 – CONVERTIBLE NOTE

Om 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, 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 Company’s sole director, Reinis Kosinsaccretion of the debt discount associated with the embedded conversion option. The Company shall repay the amount of $10,000 within 90 days. During the year ended December 31, 2021, the Company recorded interest expense of $3,520. At December 31, 2021, the Company had convertible note of $6,480 and accrued interest of $3,520 for the Company’s working capital purposes.  The amountan aggregate of $10,000 and is outstanding and payable upon request.currently in default.

Note 6- TRUST ACCOUNT

The Company is utilizing a trust account in RMB currency; it fluctuates immaterial amounts each day and is converted to USD for reporting currency on financial statements. The foreign currency exchange difference is immaterial to these financial statements.

NoteNOTE 7 – COMMON STOCKSTOCKHOLDER’ EQUITY

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

On September 20, 2018During October 2020, the Company issued 100,00030,000,000 shares of common stock, pursuant to a shareholder for $500 at $0.005 per share through a private placement.conversions of related party debt of $51,003.

In May and June, 2019During December 2020, a related party forgave a $14,988 advance to the Company. The Company issued 471,002 shares of common stockwrote-off the $14,988 advance to 20 shareholders for $14,130 at $0.03 per share through a subscription agreement.

In September, 2019additional paid in capital in the company issued 346,000 shares of common stock to a shareholders for $10,380 at 0.03 per share through a subscription agreement.accompanying consolidated balance sheets.

There were 2,417,00232,417,002 shares of common stock issued and outstanding as of December 31,2019 .

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Note 8 – COMMITMENTS AND CONTINGENCIES31, 2021 and 2020.

Our sole officer and director, Reinis Kosins, has agreed to provide his own premise under office needs. He will not take any fee for these premises, it is for free use.

Note 9NOTE 8 – INCOME TAXES

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.

The reconciliationCompany’s policy is to provide for deferred income taxes based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. We did not provide any current or deferred U.S. federal income tax provision or benefit (expenses) at the U.S. statutory rate at 21% for the period ended as follows:

The tax effects of temporary differences that give rise to significant portionsany of the net deferred tax assets are as follows:

The Company has accumulated approximately $61,022 of netperiods presented because we have experienced operating losses (“NOL”) carried forward to offset future taxable income up to 20 years, if any, in future years which begin to expire in year 2038. In assessing the realization of deferred tax assets, management considers whethersince inception. When it is more likely than not that some portion or all ofa tax asset cannot be realized through future income the deferredCompany must allow for this future tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has establishedbenefit. We provided a full valuation allowance against all ofon the net deferred tax asset, relating to NOLs for every periodconsisting of net operating loss carryforwards, because management has determined that it is more likely than not that all ofwe will not earn income sufficient to realize the deferred tax asset will not be realized.

Note 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10assets during the Company has analyzed its operations subsequent to December 31, 2019 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T). Controls and Procedures

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Management’s Report on Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2019, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. 

2.We did not maintain appropriate cash controls – As of December 31, 2019, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts. 

3.We did not implement appropriate information technology controls – As at December 31, 2019, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.  

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2019 based on criteria established in Internal Control—Integrated Framework issued by COSO.4

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2019, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

DIRECTORS AND EXECUTIVE OFFICERS

carryforward period.

The name, address and position of our present officers and directors are set forth below:

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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Going Concern

The independent auditors' review report accompanying our December 31, 2018 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ManagementCompany is not aware of any legal proceedings contemplateduncertain tax position that, if challenged, would have a material effect on the financial statements for the year ended December 31, 2021 or during the prior three years applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open for examination.

The provision for income taxes differs from the amount computed by any governmental authority or any other party involving us or our properties. Asapplying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the datedifferences for the periods presented are as follows:

The net deferred tax assets consist of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to usthe following:

The change in any legal proceeding, or (ii) hasthe valuation allowance for the year ended December 31, 2021 was an adverse interest to us in any legal proceedings. Management is not awareincrease of any other legal proceedings pending or that have been threatened against us or our properties.

$4,739.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSNOTE 9 – SUBSEQUENT EVENTS

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5. OTHER INFORMATION

No report required.

ITEM 6. EXHIBITS

Exhibits:

31.1 Certification of Chief Executive Officer pursuant to SecuritiesOn April 13, 2022, the Company entered into a definitive Share Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

101 Interactive data files pursuant to Rule 405 of Regulation S-T

SIGNATURES

In accordanceAgreement (the “Exchange Agreement”) with the requirementsstockholders of Eco Equity Limited, a company organized under the laws of England and Wales (“EE UK”). Pursuant to the terms of the Exchange Act,Agreement, the registrant caused this reportCompany will acquire 100% of the issued and outstanding shares of capital stock of EE UK, in exchange for the issuance of 42,000,000 restricted newly issued, fully paid and non-assessable shares of common stock of the Company (the “Exchange Shares”) at a ratio of 0.0763 Exchange Share for each of the surrendered shares transferred by the EE UK stockholders, which will represent fifty-six percent (56%) of all issued and outstanding shares of Company common stock at the time of the closing of the transaction. The Exchange Shares were valued at $71,404 or $0.0017 per share. As the Company’s stock is thinly traded, the value assigned to the Exchange Shares to be signed on its behalfissued under the Exchange Agreement was the last sale of Company’s common stock during October 2020 for $.0017 per share. In addition, we will assume all assets and liabilities of EE UK, which includes EE UK’s wholly owned subsidiary, Eco-Equity Zimbabwe (Private) Limited, a Zimbabwe-registered company (“EE Zim”). As of June 27, 2022, the transactions contemplated by the undersigned, thereunto duly authorized.Exchange Agreement, including the issuance of the 42,000,000 Exchange Shares, has not been consummated. The Company intends to pursue the sale of cannabis-related products from EE Zim.

The Company evaluated all events or transactions that occurred after December 31, 2021 through June 17, 2022. During this period, the Company did not have any other material recognizable subsequent events.

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