U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

[ X]

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

For the quarterly period ended March 31, 2019June 30, 2022

[   ]☐ 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

United Kingdom

+1702425922944 77 4212 5992

(Address(Address and telephone number of principal executive offices)

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

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 (§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,filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.

Large See the definitions of “large accelerated filer, [  ] Accelerated” “accelerated filer, [   ] Non-accelerated filer [   ] Smaller” “smaller reporting company, [X] Emerging Growth Company [X]” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

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) of the exchange act. [  ]☐

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 ]

At March 31, 2019,Indicate the number of shares outstanding of each of the Registrant’sissuer’s classes of common stock, outstanding was 1,600,000.

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as of the latest practicable date:

There were 32,417,002 shares of the registrant’s common stock, $0.001 par value per share, outstanding on September 14, 2022.

TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CRUCIAL INNOVATIONS, CORP.

CONDENSED BALANCE SHEETSHEETS

(Unaudited)

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

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CRUCIAL INNOVATIONS, CORP.

STATEMENT OF OPERATIONS

 CRUCIAL INNOVATIONS, CORP.

CONSENSED STATEMENTS OF OPERATIONS

(Unaudited)

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

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CRUCIAL INNOVATIONS, CORP.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

CRUCIAL INNOVATIONS, CORP.

STATEMENT OF STOCKHOLDER EQUITYFor the six months ended June 30, 2022

For the six months ended June 30, 2021 

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

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CRUCIAL INNOVATIONS, CORP.

STATEMENTCONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

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

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CRUCIAL INNOVATIONS CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019June 30, 2022

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

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

As reflected in the financial statements, the Company had an accumulated deficit of $22,283 at March 31, 2019, a net loss of $7,610 for the period ended March 31, 2019. The Company has a cash balance of $500 at March 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 ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

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 unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s year-end isAnnual Report on Form 10-K, for the year ended December 31.31, 2021, as filed with the SEC on July 1, 2022.

Development Stage Company

The Company is a development stage company as defined in ASC 915 “Development Stage Entities.”. The Company is devoting substantially all of its efforts on establishing the business 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.

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

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

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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.

Cash and Cash EquivalentsNOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company considers all highly liquid investments withwill continue as a going concern, which contemplates the original maturitiesrealization of threeassets and the liquidation of liabilities in the normal course of business. As of June 30, 2022, the Company had an accumulated deficit of $146,068, a net loss of $31,922 for the six months or less to be cash equivalents.ended June 30, 2022 and has not earned any revenues since inception. The Company entered a Trust Agreement with the directorintends to fund operations through equity financing arrangements and set up Related Party Trust Account for holding funds in relationrelated party advances, which may be insufficient to issuing shares for stock consideration of $500.fund its capital expenditures, working capital and other cash requirements.

The Company has $500 cash as of March 31, 2019.

Property, Plant and Equipment

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

Capitalized softwareCompany to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development 3 years 

Expenditures for maintenance and repairs are chargedof its business plan. In response to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property soldthese problems, management intends to raise additional funds through public 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.private placement offerings.

These tiers include: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.

The carrying value of cash and

NOTE 4 – RELATED PARTY TRANSACTIONS

On September 24, 2021, a company controlled by the Company’s loan from shareholder approximates its fair value dueCEO advanced to their short-term maturity.the Company an amount of $17,500 by paying for operating expenses on behalf of the Company.

Income Taxes

Income taxes are computed usingDuring the asset and liability method.  Undersix months ended June 30, 2022, the asset and liability method, deferred income tax assets and liabilities are determined based onCompany’s CEO advanced to 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 theCompany an amount of deferred tax assets that, based$16,179 by paying for operating expenses on available evidence, are not expected to be realized.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

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As of December 31, 2018, there were no potentially dilutive debt or equity instruments issued or outstanding.  

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

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

Note 4 – PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment

Amortization expense for the quarter ended March 31, 2019 was immaterial.

Initial phases of design and developmentbehalf of the website have been completed and placed in service.

Note 5 – LOAN FROM DIRECTORCompany.

As of MarchJune 30, 2022, and December 31, 2019,2021, the Company owed $8,133was obligated to the Company’s sole director, Reinis Kosinsofficer and related party, for the Company’s working capital purposes.  The amount is outstandingan unsecured, non-interest-bearing demand loan with a balance of 33,679 and payable upon request.$17,500, respectively.

Note 6- TRUST ACCOUNTNOTE 5 – CONVERTIBLE NOTE

On April 14, 2021, the Company issued a convertible note with a conversion price of 60% discount on the market price to pay operating expenses of $6,480. On June 30, 2021, conversion price of this note was amended to a fixed conversion price of $3.00 per share of common stock. As result, under ASU 2020-06, the Company will no longer incur non-cash interest expense related to the accretion of the debt discount associated with the embedded conversion option. The Company is utilizingshall repay the amount of $10,000 within 90 days. As of June 30, 2022, and December 31, 2021, the Company had a trust account in RMB currency; it fluctuates immaterial amounts each dayconvertible note of $6,480 and accrued interest of $3,520 for and aggregate of $10,000 and is converted to USD for reporting currency on financial statements. The foreign currency exchange difference is immaterial to these financial statements.currently in default.

Note 7NOTE 6 – COMMON STOCKSTOCKHOLDER’ EQUITY

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

On March 2, 2018 the Company issued 1,500,000 shares of common stock to a director for services rendered estimated to be $150 at $0.0001 per share.

On September 20, 2018 the Company issued 100,000 shares of common stock to a shareholder for $500 at $0.005 per share.

There were 1,600,00032,417,002 shares of common stock issued and outstanding as of MarchJune 30,2022 and December 31, 2019.2021.

Note 8NOTE 7 – COMMITMENTS AND CONTINGENCIES

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 9 – INCOME TAXES

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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 reconciliation of income tax 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 portions of the net deferred tax assets are as follows:

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

SUBSEQUENT EVENTS

The Company has accumulated approximately $22,283 of net 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 whether it is more likely than not that some portion orevaluated all of the deferred 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 established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

Note 10 – SUBSEQUENT EVENTS

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

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be issued.

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. 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 July 13, 2022, the transactions contemplated by the Exchange Agreement were deemed formally closed. EE UK and its wholly owned subsidiary, EE Zim, will now operate as first- and second tier, respectively, wholly owned subsidiaries of the Company.

FORWARD LOOKINGFORWARD-LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historicalThis quarterly report contains forward-looking statements. These statements relate to future events or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934.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.

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONOVERVIEW

EMPLOYEES AND EMPLOYMENT AGREEMENTSWe 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.

At present, we have no employees other than our officer and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.

Results of OperationGOING CONCERN

Our financial statements have beenare prepared assuming that we will continue asusing generally accepted accounting principles in the United States of America applicable to a going concern, and, accordingly, do not include adjustments relating towhich contemplates the recoverability and realization of assets and classificationsatisfaction 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 mightour auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months.

We cannot guarantee we will be necessary shouldsuccessful 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 operation.additional dilution to existing shareholders.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.COVID-19

ResultsIn December 2019, a novel strain of Operations for Three Months EndedCOVID-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 31, 2019 and 201811, 2020.

RevenueSpecifically, 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 ACCOUTNING POLICIES

We have not generated any revenues since our inception.Please refer to Note 2 - Summary of Significant Accounting Policies in the accompanying Notes to the Condensed Financial Statements.

Operating ExpensesRESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the period ended June 30, 2022, which are included herein.

Our operating expensesresults for the three and ninesix months ended March 31, 2019June 30, 2022, and 2021 and the changes between those periods for the respective items are summarized as follows:

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follows.

Three months ended June 30, 2022, compared to three months ended June 30, 2021:

Liquidity and Financial Condition

Working CapitalThe Company has not generated revenues for the three months ended June 30, 2022 and 2021.

Our financial statements report a net loss of $28,697 for the three months ended June 30, 2022, compared to a net loss of $14,082 for the three months ended June 30, 2021. Operating expenses consists primarily of professional fees.

During the three months ended June 30, 2022 and 2021, the Company recognized $0 and $3,012 for interest on a convertible note.

Six months ended June 30, 2022, compared to Six months ended June 30, 2021:

The Company has not generated revenues for the six months ended June 30, 2022 and 2021.

Our financial statements report a net loss of $31,922 for the six months ended June 30, 2022, compared to a net loss of $14,082 for the six months ended June 30, 2021. Operating expenses consists primarily of professional fees.

During the six months ended June 30, 2022 and 2021, the Company recognized $0 and $3,012 for interest on a convertible note.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of June 30,2022 and December 31, 2021, respectively.

Working Capital

As at June 30, 2022 and December 31, 2021, our total current assets as of March 31, 2019were $0 and December 31, 2018$10,750, respectively.

As at June 30, 2022, our current liabilities were $14,500.  Our total$54,917 compared to $33,745 in current liabilities as at December 31, 2021. Working capital deficiency was $54,917 as of March 31, 2019 were $36,133 asJune 30,2022 compared to total current liabilitiesworking capital deficiency of $28,523$22,995 as of December 31, 2018.2021. The increase in working capital deficiency was resulted from an increase in current liabilities offset with a decrease in current assets. The increase in current liabilities is primarily of due to related party for payments made for operating expenses and an increase in accounts payable.

Cash Flows

Operating Activities

During the six months ended June 30, 2022 and 2021, cash flows used in operating activities were $0 and $6,480, respectively. For the six months ended June 30, 2022, net cash flows used in operating activities was attributed to$0, consisting of a net loss of $31,922, reduced by an increase in accounts payable of $4,993, expenses paid by related party of $16,179 and director loan.reduced by a decrease in prepaid expenses of $10,750. For the six months ended June 30, 2021, net cash flows used in operating activities was $6,480, consisting of a net loss of $14,082, reduced by an increase in accounts payable of $4,590 and accrued interest of $3,012.

PLAN OF OPERATION

Plan

Our plan of Operationoperation 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 FundingWales (“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”). On July 13, 2022, the transactions contemplated by the Exchange Agreement were deemed formally closed. EE UK and its wholly owned subsidiary, EE Zim, will now operate as first- and second tier, respectively, wholly owned subsidiaries of the Company.

The Company, though its EE ZIM subsidiary, holds a license for medicinal cannabis cultivation and extraction and will be conducting operations in the vicinity of Harare, the capital city of Zimbabwe. We are dedicated to making the clean, safe, and premium quality cannabis concentrates and extracts. Our products will consist of EU-GMP (European Union – Good Manufacturing Practice) certified cannabis flower, concentrates, and extracts distributed through export as wholesale transactions to qualified and licensed cannabis establishments in the European Union (EU). Our current indoor facilities near Harare provide a total space of approximately 975 square meters (about 10,500 square feet) with plans to increase that to 38,000 square meters (about 408,800 square feet), all located on 150 hectares (about 370 acres) of leased farmland. Together, the facilities, when expanded, and the land give us the ability to increase the capacity of our operations to meet the expected growth of our business over the next few years through expanded sales, both within the EU, as well as in other nations where the sale and use of medicinal cannabis is permitted by those governments.

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 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 six 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.resources.

Going ConcernItem 3. Quantitative and Qualitative Disclosures about Market Risk.

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.Not required for smaller reporting companies.

No report required.

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Item 4. Controls and Procedures.

ITEM 4. CONTROLS AND PROCEDURESDisclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure Disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that isare designed to ensure that information required to be disclosed by us in the reports that we filefiled or submitsubmitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periodsperiod specified in the Commission’sSEC’s rules and forms. Disclosure controlsforms, and procedures include, without limitation, controls and procedures designed to ensure that such 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 officersthe CEO and principal financial officer or officers, or persons performing similar functions,CFO, as appropriate, to allow timely decisions regarding required disclosure.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.

An evaluation was conducted under the supervision andOur management, with the participation of our management ofCEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2019.the end of the period covered by this Report. Based on thatupon this evaluation, our managementCEO concluded that our disclosure controls and procedures were not effective asbecause 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 changeidentification 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 June 30, 2022. 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 June 30, 2022. 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 mining 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 Quarterly 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 Quarterly Report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the six-month periodquarter ended March 31, 2019June 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

PART II. OTHER INFORMATIONItem 1. Legal Proceedings.

ITEM 1. LEGAL PROCEEDINGS

Management isWe are not currently a party to any legal proceedings, and we are not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

potential legal actions.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSItem 1A. Risk Factors.

No report required.Not required for smaller reporting companies.

ITEM 3. DEFAULTS UPON SENIOR SECURITIESItem 2. Unregistered Sales of Equity Securities and Use of Proceeds.

No report required.

During the six months ended June 30, 2022, we had no sales of unregistered equity securities.

ITEMItem 3. Defaults Upon Senior Securities.

During the six months ended June 30, 2022, we had no senior securities issued and outstanding.

Item 4. MINE SAFETY DISCLOSURESMine Safety Disclosures.

Not applicable.

Item 5. Other Information.

ITEM 5. OTHER INFORMATION

None.

Item 6. Exhibits.

EXHIBIT SCHEDULE

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

(2) Incorporated by reference from the Company’s Annual Report on Form 10-K, filed with the SEC on July 1, 2022.

# Filed herewith.

## Furnished, not filed.

SIGNATURES

No report required.

ITEM 6. EXHIBITS

Exhibits:

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31.1 CertificationPursuant to the requirements of Chief Executive Officer pursuant toSection 13 or 15(d) of the Securities 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 accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.authorized on September 16, 2022.

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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 September 16, 2022.