Cover
Cover - shares | 6 Months Ended | |
Nov. 30, 2022 | Jan. 12, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | KARBON-X CORP. | |
Entity Central Index Key | 0001729637 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Nov. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 69,040,000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56288 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 82-2882342 | |
Entity Address Address Line 1 | 1410 Columbia Ave | |
Entity Address City Or Town | Castlegar | |
Entity Address State Or Province | BC | |
Entity Address Country | CA | |
Entity Address Postal Zip Code | N1N 3K3 | |
City Area Code | 778 | |
Local Phone Number | 256-5730 | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 57,420 | $ 477,339 |
Accounts receivable | 1,862 | 0 |
Sales tax receivable | 24,177 | 10,809 |
Prepaid expenses and other current assets | 0 | 2,808 |
Total current assets | 83,459 | 490,957 |
Property and equipment | 5,773 | 3,254 |
Internally developed software | 352,948 | 176,777 |
Inventory | 82,210 | 0 |
Investment in Silviculture | 1,124,755 | 0 |
Security deposit | 1,304 | 613 |
Total assets | 1,650,449 | 671,600 |
Current liabilities | ||
Accounts payable | 72,745 | 30,754 |
Payroll liabilities | 4,597 | 2,976 |
Total liabilities | 77,342 | 33,730 |
Commitments and contingencies | 0 | 0 |
Shareholders' equity (deficit) | ||
Common stock $0.001 par value, 200,000,000 shares authorized, 73,540,000 and 68,320,000 shares issued and outstanding as of November 30, 2022 and May 31, 2022, respectively. | 69,040 | 68,320 |
Shares to be issued | 1,125,000 | 0 |
Additional Paid-in capital | 966,102 | 786,822 |
Accumulated deficit | (542,018) | (204,228) |
Accumulated other comprehensive gain (loss) | (45,017) | (13,044) |
Total shareholders' equity (deficit) | 1,573,107 | 637,870 |
Total liabilities and shareholders' equity (deficit) | $ 1,650,449 | $ 671,600 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Nov. 30, 2022 | May 31, 2022 |
STOCKHOLDERS DEFICIT | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 73,540,000 | 68,320,000 |
Common stock, shares outstanding | 73,540,000 | 68,320,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended |
Nov. 30, 2022 | Nov. 30, 2022 | |
Operations | ||
Total revenue | $ 0 | $ 0 |
Cost of revenue | 0 | 0 |
Gross profit | 0 | 0 |
Marketing expenses | 8,320 | 18,984 |
Professional fees | 70,277 | 156,872 |
Other operating expenses | 63,818 | 162,427 |
Total operating expenses | 142,415 | 338,283 |
Loss from Operations | (142,415) | (338,283) |
Other income (expenses) | 493 | 493 |
Net loss before income taxes | (141,922) | (337,790) |
Federal income tax expense | 0 | 0 |
Net loss | (141,922) | (337,790) |
Other comprehensive loss | ||
Foreign currency translation gain (loss) | (21,755) | (31,973) |
Total comprehensive loss | $ (163,677) | $ (369,763) |
Earnings Per Share | ||
Weighted average basic and diluted shares outstanding | 69,840,000 | 69,356,923 |
Basic and fully diluted loss per share | $ 0 | $ 0 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders Equity (Unaudited) - USD ($) | Total | Common Stock | Stock to be issued | Additional Paid-In Capital | Accumulated Deficit | Accumulated other comprehensive gain (loss) |
Balance, shares at May. 31, 2022 | 68,320,000 | |||||
Balance, amount at May. 31, 2022 | $ 637,870 | $ 68,320 | $ 0 | $ 786,822 | $ (204,228) | $ (13,044) |
Shares to be issued for investment | 1,125,000 | $ 0 | 1,125,000 | 0 | 0 | 0 |
Issuance of shares and warrants for cash, shares | 720,000 | |||||
Issuance of shares and warrants for cash, amount | 180,000 | $ 720 | 179,820 | |||
Translation gain (loss) | (31,973) | (31,973) | ||||
Net loss | (337,790) | $ 0 | 0 | 0 | (337,790) | 0 |
Balance, shares at Nov. 30, 2022 | 69,040,000 | |||||
Balance, amount at Nov. 30, 2022 | 1,573,107 | $ 69,040 | 1,125,000 | 966,102 | (542,018) | (45,017) |
Balance, shares at Aug. 31, 2022 | 69,040,000 | |||||
Balance, amount at Aug. 31, 2022 | 611,784 | $ 69,040 | 0 | 966,102 | (400,096) | (23,262) |
Net loss | (141,922) | 0 | 0 | 0 | (141,922) | 0 |
Shares to be issued for investment | 1,125,000 | 0 | 1,125,000 | 0 | 0 | 0 |
Translation gain (loss) | (21,755) | $ 0 | 0 | 0 | 0 | (21,755) |
Balance, shares at Nov. 30, 2022 | 69,040,000 | |||||
Balance, amount at Nov. 30, 2022 | $ 1,573,107 | $ 69,040 | $ 1,125,000 | $ 966,102 | $ (542,018) | $ (45,017) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flow (Unaudited) | 6 Months Ended |
Nov. 30, 2022 USD ($) | |
Cash flows from operating activities | |
Net (loss) income | $ (337,790) |
Adjustments to reconcile net loss to net cash: | |
Depreciation expense | 528 |
Loss on investment | 245 |
Changes in operating assets and liabilities: | |
Accounts receivable | (1,862) |
Sales tax receivable | (13,368) |
Accounts payable | 41,991 |
Payroll liabilities | 1,620 |
Inventory | 82,209 |
Prepaid expenses | 2,808 |
Security deposit | (692) |
Cash used in operating activities | (388,729) |
Cash flows from investing activities | |
Acquisition of property and equipment | (3,046) |
Cash paid for software development | (176,171) |
Cash used in investing activities | (179,217) |
Cash flows from financing activities | |
Proceeds from issuance of shares and warrants | 180,000 |
Cash provided by financing activities | 180,000 |
Effect of translation changes on cash | (31,973) |
Change in cash and cash equivalents | (419,919) |
Cash, beginning of period | 477,339 |
Cash, end of period | 57,420 |
Non cash investing and financing activities | |
Shares to be issued for the Silviculture investment | 1,125,000 |
Supplemental disclosures | |
Cash paid for interest | 0 |
Cash paid for income taxes | $ 0 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2022 | |
Basis of Presentation and Significant Accounting Policies | |
Basis of Presentation and Significant Accounting Policies | Note 1 - Basis of Presentation and Significant Accounting Policies CocoLuv Inc. was incorporated in the State of Nevada on September 13, 2017 and established a fiscal year end of May 31. On February 21, 2022, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Karbon-X Project Inc. ("Karbon-X"), and Karbon-X became the wholly owned subsidiary of the Company in a reverse merger (the "Reverse Acquisition"). Pursuant to the Reverse Acquisition, all of the issued and outstanding shares of Karbon-X common stock were converted, at an exchange ratio of 20,000-for-1, into an aggregate of 20,000,000 shares of the Company's common stock, resulting in Karbon-X becoming a wholly owned subsidiary of the Company and all debt owed to the related party of Cocoluv, Inc. was forgiven. Karbon-X Project Inc. was incorporated in British Columbia on February 11, 2022 and established a fiscal year end of May 31. The accompanying financial statements' share information has been retroactively adjusted to reflect the exchange ratio in the Reverse Acquisition. As part of the Reverse Acquisition, on April 14, 2022 the Company changed its name to Karbon-X Corp. Under generally accepted accounting principles in the United States ("US GAAP"), because the combined entity will be dependent on Karbon-X's senior management, the Reverse Acquisition was accounted for as a recapitalization effected by a share exchange, wherein Karbon-X is considered the acquirer for accounting and financial reporting purposes. On the date of the reorganization, the assets and liabilities of Karbon-X have been brought forward at their book value and consolidated with Cocoluv, Inc.’s assets, which comprised of cash and cash equivalents of $134 and liabilities which comprises due to related party of $99,902 (see Note 1 Basis of Presentation below). No goodwill has been recognized. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements are those of Karbon-X and are recorded at the historical cost basis of Karbon-X. Going concern To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $542,018. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the consolidated financial statements for the fiscal year ended May 31, 2022, included in the Company’s year-end financial statements on Form 10-K filed with the Securities and Exchange Commission on September 13, 2022. Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on net earnings, financial position, or cash flows. The unaudited consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six-months ended November 30, 2022 are not necessarily indicative of the results that may be expected for the year ending May 31, 2023. Use of Estimates and Assumptions Preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. Sales Tax Receivable Sales tax receivable consists of the accumulated reclaimable GST paid by the Company on purchases made in Canada. Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets which are all five years. Costs of major additions and improvements are capitalized while expenditures for maintenance and repairs, which do not extend the life of the asset, are expensed. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is credited or charged to income. Long-lived assets held and used by us are reviewed based on market factors and operational considerations for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Inventory Inventories are stated at the lower of cost, using weighted average of the cost of the goods on hand at the year end or net realizable value. Investments The Company accounts for investments with a 20% to 50% ownership and a significant, but not controlling influence as equity method investments. Investments with a greater than 50% ownership and a controlling influence are accounted for using the consolidation method. The Company assesses the potential impairment of equity method investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value. Fair Value of Financial Instruments The carrying amount of the Company’s financial assets and liabilities approximate their fair values due to their short-term maturities. Foreign Currency Translation The functional currency of the Company is the Canadian Dollar (“CAD”). For financial statement purposes, the reporting currency is the United States Dollar (“USD”). For financial reporting purposes, the consolidated financial statements are translated into the Company’s reporting currency, USD. Asset and liabilities are translated using the closing exchange rate in effect at the balance sheet date with the resulting translation adjustments included as a separate component of shareholder’s equity through other comprehensive income (loss) in the consolidated statement of operations. Income and expenses are translated at the average yearly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statement of operations. Warrants There is estimation uncertainty with respect to selecting inputs to the Black-Sholes model used to determine the fair value of the warrants (Note 6). The above estimates and assumptions are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Earnings per Common Share The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of November 30, 2022, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per share. |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Nov. 30, 2022 | |
Prepaid Expenses | |
Prepaid Expenses | Note 2 – Prepaid Expenses As of November 30, 2022 and May 31, 2022, prepaid expenses consisted of the following: Description November 30, 2022 May 31, 2022 Prepaid accounting services - 2,544 Prepaid furniture - 264 Total $ - $ 2,808 |
Inventory
Inventory | 6 Months Ended |
Nov. 30, 2022 | |
Inventory | |
Inventory | Note 3 – Inventory Inventory as of November 30, 2022 and May 31, 2022, consisted of the following: Description November 30, 2022 May 31, 2022 Carbon Credit Inventory $ 82,209 $ - Total $ 82,209 $ - Carbon credit inventory represents carbon credits currently held for sale and are stated at the lower of cost, using the weighted average of the cost of the goods on hand at year end, or net realizable value. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Nov. 30, 2022 | |
Property and Equipment | |
Property and Equipment | Note 4 - Property and Equipment The amount of property and equipment as of November 30, 2022 and May 31, 2022, consisted of the following: Description November 30, 2022 May 31, 2022 Furniture and fixtures $ 4,806 $ 3,254 Computer and equipment 1,481 - Total property cost $ 6,287 $ 3,254 Accumulated depreciation (514 ) - Property and equipment, net $ 5,773 $ 3,254 The Company purchased office chairs and desks on June 9, 2022 for $1,710 and a computer on July 23, 2022 for $1,529. Depreciation expense for the six months ended November 30, 2022 was $528. |
Shareholders Equity
Shareholders Equity | 6 Months Ended |
Nov. 30, 2022 | |
Shareholders Equity | |
Shareholders' Equity | Note 5 – Shareholders’ Equity During the six months ended November 30, 2022, Karbon-X Corp. completed a private placement pursuant to Rule 506(c) of the Securities Exchange Act of 1934, as amended. In that private placement the company sold 720,000 units at $0.25 per unit for total proceeds of $180,000. Each unit consisted of share of common stock and warrant to purchase a share of common stock for $0.75 per share for a period of two years. During the three months ended November 30, 2022, the Company executed an agreement to issue shares of Karbon-X Corp for the purchase of up to 80% of Silviculture Systems to be issued in tranches based on completion of milestones. As of November 30, 2022, the Company has purchased 24% of Silviculture Systems for 4,500,000 shares of Karbon-X Corp shown as shares to be issued for a value of $1,125,000. |
Warrants
Warrants | 6 Months Ended |
Nov. 30, 2022 | |
Warrants | |
Warrants | Note 6 – Warrants During the six months ended November 30, 2022, the Company issued 720,000 warrants in connection with one private placement. Each warrant entitles the holder to acquire one common share of the Corporation at an exercise price of $0.75 with a two year term. The 720,000 units of warrants and shares were issued in exchange for $180,000. A detail of warrant activity for the six months ended November 30, 2022 is as follows: Description Number Weighted average exercise price Weighted average remaining contractual life (in years) Outstanding May 31, 2022 3,420,000 $ 0.75 1.33 Exercised - - - Granted 720,000 0.75 1.50 Expired - - - Cancelled - - - Outstanding November 30, 2022 4,140,000 $ 0.75 1.37 |
Investments
Investments | 6 Months Ended |
Nov. 30, 2022 | |
Investments | |
Investments | Note 7 – Investments On November 15, 2022, the Company executed a share exchange agreement to buy up to 80% of Siliviculture Systems in exchange for shares of Karbon-X Corp valued at $3,750,000. The issuance of shares will occur in tranches upon the completion of milestones. As of November 30, 2022, the Company has a 24% ownership in Silviculture Systems and has a significant, but not controlling interest in Silviculture Systems. The shares related to the 24% ownership are shown as shares to be issued and have been valued at the most recent stock purchase price of $0.25 per share. This investment has been accounted for as an equity method investment and its respective gain/loss for the period has been recorded in the statement of operations. On November 15, 2022, the Company entered into a joint venture agreement with Silviculture Systems with 80% ownership in the joint venture. Pursuant to the agreement, the Company will contribute $3,500,000 over the next 36 months to the joint venture. The contributions will occur in tranches upon the completion of milestones. As of November 30, 2022, the Company has contributed $30,000 to the joint venture and has a controlling 80% interest in the joint venture. There has been no activity in the joint venture as of November 30, 2022, the joint venture has been consolidated and all intercompany transactions have been eliminated. |
Internally Developed Software
Internally Developed Software | 6 Months Ended |
Nov. 30, 2022 | |
Internally Developed Software | |
Internally Developed Software | Note 8 – Internally Developed Software In accordance with ASC 350-40, the Company has capitalized internally developed software for its development of a mobile application. The software is currently in its application development stage and all related costs are being capitalized as incurred. Once the software is ready for implementation, the Company will begin amortizing the software over its estimated useful life. As of November 30, 2022 and May 31, 2022, the Company has capitalized internally developed software of $352,948 and $176,777, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Nov. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9 – Subsequent Events On January 13, 2023, the Company obtained a short term loan of $100,000 from a third party. Subsequent events have been evaluated through January 23, 2023, the date these financial statements were available to be released and noted no other events requiring disclosure. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Basis of Presentation and Significant Accounting Policies | |
Going Concern | To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $542,018. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. |
Basis of Presentation | The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the consolidated financial statements for the fiscal year ended May 31, 2022, included in the Company’s year-end financial statements on Form 10-K filed with the Securities and Exchange Commission on September 13, 2022. Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on net earnings, financial position, or cash flows. The unaudited consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six-months ended November 30, 2022 are not necessarily indicative of the results that may be expected for the year ending May 31, 2023. |
Use of Estimates and Assumptions | Preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. |
Sales Tax Receivable | Sales tax receivable consists of the accumulated reclaimable GST paid by the Company on purchases made in Canada. |
Property and Equipment | Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets which are all five years. Costs of major additions and improvements are capitalized while expenditures for maintenance and repairs, which do not extend the life of the asset, are expensed. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is credited or charged to income. Long-lived assets held and used by us are reviewed based on market factors and operational considerations for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Inventory | Inventories are stated at the lower of cost, using weighted average of the cost of the goods on hand at the year end or net realizable value. |
Investments | The Company accounts for investments with a 20% to 50% ownership and a significant, but not controlling influence as equity method investments. Investments with a greater than 50% ownership and a controlling influence are accounted for using the consolidation method. The Company assesses the potential impairment of equity method investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value. |
Fair Value of Financial Instruments | The carrying amount of the Company’s financial assets and liabilities approximate their fair values due to their short-term maturities. |
Foreign Currency Translation | The functional currency of the Company is the Canadian Dollar (“CAD”). For financial statement purposes, the reporting currency is the United States Dollar (“USD”). For financial reporting purposes, the consolidated financial statements are translated into the Company’s reporting currency, USD. Asset and liabilities are translated using the closing exchange rate in effect at the balance sheet date with the resulting translation adjustments included as a separate component of shareholder’s equity through other comprehensive income (loss) in the consolidated statement of operations. Income and expenses are translated at the average yearly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statement of operations. |
Warrants | There is estimation uncertainty with respect to selecting inputs to the Black-Sholes model used to determine the fair value of the warrants (Note 6). The above estimates and assumptions are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. |
Earnings per Common Share | The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of November 30, 2022, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per share. |
Prepaid Expenses (Table)
Prepaid Expenses (Table) | 6 Months Ended |
Nov. 30, 2022 | |
Prepaid Expenses | |
Schedule of Prepaid Expenses | Description November 30, 2022 May 31, 2022 Prepaid accounting services - 2,544 Prepaid furniture - 264 Total $ - $ 2,808 |
Inventory (Table)
Inventory (Table) | 6 Months Ended |
Nov. 30, 2022 | |
Inventory | |
Schedule of Inventory | Description November 30, 2022 May 31, 2022 Carbon Credit Inventory $ 82,209 $ - Total $ 82,209 $ - |
Property and Equipment (Table)
Property and Equipment (Table) | 6 Months Ended |
Nov. 30, 2022 | |
Property and Equipment | |
Schedule of Property and Equipment | Description November 30, 2022 May 31, 2022 Furniture and fixtures $ 4,806 $ 3,254 Computer and equipment 1,481 - Total property cost $ 6,287 $ 3,254 Accumulated depreciation (514 ) - Property and equipment, net $ 5,773 $ 3,254 |
Warrants (Table)
Warrants (Table) | 6 Months Ended |
Nov. 30, 2022 | |
Shareholders Equity | |
Schedule of Warrants | Description Number Weighted average exercise price Weighted average remaining contractual life (in years) Outstanding May 31, 2022 3,420,000 $ 0.75 1.33 Exercised - - - Granted 720,000 0.75 1.50 Expired - - - Cancelled - - - Outstanding November 30, 2022 4,140,000 $ 0.75 1.37 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Nov. 30, 2022 | May 31, 2022 | |
Basis of Presentation and Significant Accounting Policies | ||
Cash and cash equivalents | $ 134 | |
Related party due | 99,902 | |
Accumulated deficit | $ (542,018) | $ (204,228) |
Common stock, shares authorized | 20,000,000 | |
Issued and outstanding shares of common stock converted, exchange ratio | 20,000-for-1 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Prepaid Expenses | ||
Prepaid accounting services | $ 0 | $ 2,544 |
Prepaid furniture | 0 | 264 |
Total | $ 0 | $ 2,808 |
Inventory (Details)
Inventory (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Prepaid Expenses | ||
Carbon Credit Inventory | $ 82,209 | $ 0 |
Total Inventory | $ 82,209 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Nov. 30, 2022 | Jul. 23, 2022 | Jun. 09, 2022 | May 31, 2022 |
Property and equipment, net | $ 5,773 | $ 3,254 | ||
Computer and equipment | $ 1,529 | |||
Furniture and fixtures | $ 1,710 | |||
Property And Equipment Member | ||||
Accumulated depreciation | (514) | 0 | ||
Property and equipment, net | 5,773 | 3,254 | ||
Computer and equipment | 1,481 | 0 | ||
Furniture and fixtures | 4,806 | 3,254 | ||
Total property cost | $ 6,287 | $ 3,254 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | ||
Nov. 30, 2022 | Jul. 23, 2022 | Jun. 09, 2022 | |
Property and Equipment (Details) | |||
Furniture and fixtures | $ 1,710 | ||
Computer | $ 1,529 | ||
Depreciation expense | $ 528 |
Shareholders Equity (Details Na
Shareholders Equity (Details Narrative) | 6 Months Ended |
Nov. 30, 2022 USD ($) $ / shares shares | |
Shareholders Equity (Details Narrative) | |
Number of Unit Sold | shares | 720,000 |
Common stock per unit Price | $ / shares | $ 0.25 |
Total proceeds | $ | $ 180,000 |
Share of common stock in warrant Desription | Each unit consisted of share of common stock and warrant to purchase a share of common stock for $0.75 per share for a period of two years. |
Description related to agreementof issue share | the purchase of up to 80% of Silviculture Systems to be issued in tranches based on completion of milestones. As of November 30, 2022, the Company has purchased 24% of Silviculture Systems for 4,500,000 shares of Karbon-X Corp shown as shares to be issued for a value of $1,125,000 |
Warrants (Details)
Warrants (Details) | 6 Months Ended |
Nov. 30, 2022 $ / shares shares | |
Warrants | |
Outstanding, beginning balance | shares | 3,420,000 |
Granted | shares | 720,000 |
Outstanding, ending balance | shares | 4,140,000 |
Weighted average exercise price, beginning balance | $ 0.75 |
Weighted average exercise price, Exercised | 0 |
Weighted average exercise price, Granted | 0.75 |
Weighted average exercise price, expired | 0 |
Weighted average exercise price, cancelled | 0 |
Weighted average exercise price, ending balance | $ 0.75 |
Weighted average remaining contractual life (in years), beginning balance | 1 year 3 months 29 days |
Weighted average remaining contractual life (in years), granted | 1 year 6 months |
Weighted average remaining contractual life (in years), ending balance | 1 year 4 months 13 days |
Warrants (Details Narratives)
Warrants (Details Narratives) | 6 Months Ended |
Nov. 30, 2022 USD ($) $ / shares shares | |
Warrants | |
Warrants | shares | 720,000 |
Warrant exercise price | $ / shares | $ 0.75 |
Warrant value | $ | $ 180,000 |
Investments (Details Narratives
Investments (Details Narratives) - USD ($) | 1 Months Ended | 6 Months Ended | |
Nov. 30, 2022 | Nov. 15, 2022 | Nov. 30, 2022 | |
Contributed amount to joint venture | $ 30,000 | ||
Share executed exchange of share | 80% | ||
Share executed exchange of share amount value | $ 3,750,000 | ||
Joint Venture [Member] | |||
Expenses description | Company will contribute $3,500,000 over the next 36 months to the joint venture | ||
Controlling interest in joint venture, percentage | 80% | ||
Silviculture System [Member] | |||
Stock purchase price per share | $ 0.25 | $ 0.25 | |
Owenship | 24% |
Internally Developed Software (
Internally Developed Software (Details Narrative) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Internally Developed Software (Details Narrative) | ||
Software development cost | $ 352,948 | $ 176,777 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jan. 13, 2023 USD ($) |
Subsequent Event [Member] | |
Short term loan obtained | $ 100,000 |