U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
☐ 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) |
Nevada | | 8200 | | EIN 98-1446012 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Primary Standard Industrial Classification Number) | | (IRS Employer Identification Number) |
3773 Howard Hughes Parkway
Suite 500S
Las Vegas, NV 89169
(702) 553-8372
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbols | | Name of each exchange on which registered |
N/A | | N/A | | N/A |
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 ☒ 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 filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
Large-accelerated filer | ☐ | Smaller reporting company | ☒ |
Accelerated filer | ☐ | Emerging Growth Company | ☒ |
Non-accelerated filer | ☒ | | |
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 ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, 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 29, 2021.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
CRUCIAL INNOVATIONS, CORP.
BALANCE SHEETS
(Unaudited)
| | June 30, | | | December 31, | |
| | 2021 | | | 2020 | |
ASSETS | | | | | | |
Current Assets | | | | | | |
Cash | | $ | 0 | | | $ | 0 | |
Total Current Assets | | | 0 | | | | 0 | |
| | | | | | | | |
Total Assets | | $ | 0 | | | $ | 0 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts payable | | $ | 5,019 | | | $ | 429 | |
Convertible note and accrued interest, net of unamortized discount | | | 8,556 | | | | 0 | |
Total Current Liabilities | | | 13,575 | | | | 429 | |
| | | | | | | | |
Total Liabilities | | | 13,575 | | | | 429 | |
| | | | | | | | |
Stockholders' Deficit | | | | | | | | |
Common stock: 75,000,000 authorized; $0.0001 par value, 32,417,002 shares issued and outstanding, respectively | | | 3,241 | | | | 3,241 | |
Additional paid-in capital | | | 94,390 | | | | 87,910 | |
Accumulated deficit | | | (111,206 | ) | | | (91,580 | ) |
Total Stockholders' Deficit | | | (13,575 | ) | | | (429 | ) |
| | | | | | | | |
Total Liabilities and Stockholders' Deficit | | $ | 0 | | | $ | 0 | |
The accompanying notes to the unaudited financial statements are an integral part of these statements.
CRUCIAL INNOVATIONS, CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
| | For Three Months Ended | | | For the Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2021 | | | 2020 | | | 2021 | | | 2020 | |
| | | | | | | | | | | | |
Revenues | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | |
General and administrative expenses | | | 11,070 | | | | 5,926 | | | | 11,070 | | | | 11,181 | |
Total operating expenses | | | 11,070 | | | | 5,926 | | | | 11,070 | | | | 11,181 | |
| | | | | | | | | | | | | | | | |
Net loss from operations | | | (11,070 | ) | | | (5,926 | ) | | | (11,070 | ) | | | (11,181 | ) |
| | | | | | | | | | | | | | | | |
Other Expense | | | | | | | | | | | | | | | | |
Interest expense | | | (8,556 | ) | | | 0 | | | | (8,556 | ) | | | 0 | |
Total other expense | | | (8,556 | ) | | | 0 | | | | (8,556 | ) | | | 0 | |
| | | | | | | | | | | | | | | | |
Net loss before taxes | | | (19,626 | ) | | | (5,926 | ) | | | (19,626 | ) | | | (11,181 | ) |
| | | | | | | | | | | | | | | | |
Provision for income taxes | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (19,626 | ) | | $ | (5,926 | ) | | $ | (19,626 | ) | | $ | (11,181 | ) |
| | | | | | | | | | | | | | | | |
Basic and diluted loss per common share | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding, basic and diluted | | | 32,417,002 | | | | 1,872,113 | | | | 32,417,002 | | | | 1,872,113 | |
The accompanying notes to the unaudited financial statements are an integral part of these statements.
CRUCIAL INNOVATIONS, CORP.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)
For the Six months ended June 30, 2021
| | | | | | | | Additional | | | | | | Total | |
| | Common Stock | | | Paid-in | | | Accumulated | | | Stockholders' | |
| | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | |
| | | | | | | | | | | | | | | |
Balance, December 31, 2020 | | | 32,417,002 | | | $ | 3,241 | | | $ | 87,910 | | | $ | (91,580 | ) | | $ | (429 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Balance, March 31, 2021 | | | 32,417,002 | | | $ | 3,241 | | | $ | 87,910 | | | $ | (91,580 | ) | | $ | (429 | ) |
| | | | | | | | | | | | | | | | | | | | |
Beneficial conversion feature | | | - | | | | 0 | | | | 6,480 | | | | 0 | | | | 6,480 | |
Net loss | | | - | | | | 0 | | | | 0 | | | | (19,626 | ) | | | (19,626 | ) |
Balance, June 30, 2021 | | | 32,417,002 | | | $ | 3,241 | | | $ | 94,390 | | | $ | (111,206 | ) | | $ | (13,575 | ) |
For the Six months ended June 30, 2020
| | | | | | | | Additional | | | | | | Total | |
| | Common Stock | | | Paid-in | | | Accumulated | | | Stockholders' | |
| | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | |
| | | | | | | | | | | | | | | |
Balance, December 31, 2019 | | | 2,417,002 | | | $ | 241 | | | $ | 24,919 | | | $ | (61,022 | ) | | $ | (35,862 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | 0 | | | | 0 | | | | (5,255 | ) | | | (5,255 | ) |
Balance, March 31, 2020 | | | 2,417,002 | | | $ | 241 | | | $ | 24,919 | | | $ | (66,277 | ) | | $ | (41,117 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | 0 | | | | 0 | | | | (5,926 | ) | | | (5,926 | ) |
Balance, June 30, 2020 | | | 2,417,002 | | | $ | 241 | | | $ | 24,919 | | | $ | (72,203 | ) | | $ | (47,043 | ) |
The accompanying notes to the unaudited financial statements are an integral part of these statements.
CRUCIAL INNOVATIONS, CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
| | For the Six Months Ended | |
| | June 30, | |
| | 2021 | | | 2020 | |
| | | | | | |
Cash Flows from Operating Activities: | | | | | | |
Net loss | | $ | (19,626 | ) | | $ | (11,181 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Depreciation and amortization | | | 0 | | | | 1,302 | |
Amortization of debt discount | | | 5,544 | | | | 0 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts payable - related party | | | 4,590 | | | | 7,500 | |
Accrued expenses | | | 0 | | | | (2,000 | ) |
Accrued interest | | | 3,012 | | | | 0 | |
Net Cash Used in Operating Activities | | | (6,480 | ) | | | (4,379 | ) |
| | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | |
Director loan - related party | | | 0 | | | | 4,379 | |
Proceed from convertible note | | | 6,480 | | | | 0 | |
Net Cash Provided by Financing Activities | | | 6,480 | | | | 4,379 | |
| | | | | | | | |
Net change in cash | | | 0 | | | | 0 | |
Cash, beginning of period | | | 0 | | | | 1,950 | |
Cash, end of period | | $ | 0 | | | $ | 1,950 | |
| | | | | | | | |
Supplemental cash flow information: | | | | | | | | |
Cash paid for interest | | $ | 0 | | | $ | 0 | |
Cash paid for taxes | | $ | 0 | | | $ | 0 | |
| | | | | | | | |
Supplemental disclosure of non-cash financing activity | | | | | | | | |
Beneficial conversion feature | | $ | 6,480 | | | $ | 0 | |
The accompanying notes to the unaudited financial statements are an integral part of these statements.
CRUCIAL INNOVATIONS, CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
June 30, 2021
NOTE 1 – SUMMARY OF SIGNIFICANT 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 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 Annual Report on Form 10-K, for the year ended December 31, 2020, as filed with the SEC on June 8, 2021.
Use of Estimates
The preparation of financial statements in conformity with GAAP 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.
NOTE 2 – GOING CONCERN
Going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of June 30, 2021, the Company had an accumulated deficit of $111,206, a net loss of $19,626 for the six months ended June 30, 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 for the year ending December 31, 2021.
The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s 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 3 – RELATED PARTY TRANSACTIONS
During the six months ended June 30, 2021 and 2020, our former director advanced $0 and $2,854 for operating expenses.
During the six months ended June 30, 2021 and 2020, consulting services rendered by related party to the Company were $0 and $3,750, respectively.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
Our sole officer and director has agreed to provide her own premise under office needs. She will not take any fee for these premises; it is for free use.
The extent of the impact of the coronavirus (“COVID‐19”) outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID‐19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.
NOTE 5 – CONVERRTIBLE NOTE
During the six months ended June 30, 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. The Company shall repay the amount of $10,000 within 90 days. The Company recorded a discount on the convertible notes due to a beneficial conversion feature of $6,480. During the six months ended June 30, 2021, the Company recorded interest expense of $3,012 and amortization of debt discount of $5,544. At June 30, 2021, the Company had convertible note of $6,480, accrued interest of $3,012 and debt discount of $936 as of June 30, 2021.
NOTE 6 – SUBSEQUENT EVENTS
On December 31, 2020, the Company entered into a definitive Equity Purchase Agreement with Mercantile Global Holdings, Inc., a Delaware corporation (“MGH”). 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 September 13, 2021, the Company entered into a definitive Share Purchase Agreement (the “Agreement”) with JPD Capital PCC, a Guernsey Channel Islands registered company (“JPD”) . Pursuant to the terms of the Agreement, the Company will acquire from JPD an aggregate of 96% of all of the issued and outstanding shares of capital stock of Eco Equity Zimbabwe, a Zimbabwe registered company (“ECO”), in exchange for consideration consisting of 42,000,000 restricted shares of Company’s common stock, $0.0001 par value, 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 Agreement also provides for the Company, post-closing, to increase the number of its authorized shares of common stock from 75,000,000 shares to 80,000,000 shares, in anticipation of a post-closing private placement stock of 5,000,000 shares of the Company’s common stock. Coincident with the closing of the transaction, the Company’s existing officers and directors will resign and JPD shall name a majority of the new directors, who shall then appoint a new Chief Executive Officer, Chief Financial Officer, and Secretary of the Company.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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.
The extent of the impact of the coronavirus (“COVID‐19”) outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID‐19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.
Results of Operations
FOR THREE MONTHS ENDED June 30, 2021, COMPARED TO THREE MONTHS ENDED June 30, 2020.
The Company has not generated revenues for the three months ended June 30, 2021, and 2020.
Our net loss for the three months ended June 30, 2021, was $19,626 compared to a net loss of $5,926 for three months ended June 30, 2020. For June 30, 2021 operating expenses were $11,070 compared to $5,926 for June 30, 2020, the increase was primarily from professional fees. For the three months ended 2021 we recognized $8,556 for interest expense on a convertible note, for 2020 we did not have interest expense.
FOR SIX MONTHS ENDED June 30, 2021, COMPARED TO SIX MONTHS ENDED June 30, 2020.
The Company has not generated revenues for the six months ended June 30, 2021 and 2020.
Our net loss for the six months ended June 30, 2021, was $19,636 compared to a net loss of $11,181 for six months ended June 30, 2020. For June 30, 2021 operating expenses were $11,070 compared to $11,181 for June 30, 2020. For the six months ended 2021 we recognized $8,556 for interest expense on a convertible note issued in 2021, for 2020 we did not have interest expense.
As of June 30, 2021, and December 31, 2020, the number of shares outstanding was 32,417,002.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2021, and December 31, 2020, our total assets were $0.
As of June 30, 2021, our total liabilities were $13,575, for accounts payable of $5,019 and convertible note and accrued interest of $9,492 less discount of 936.
As of December 31, 2020, our total liabilities were $429, for accounts payable.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities for the three months ended June 30, 2021, net cash flows used in operating activities was $6,480. Cash flows used in operating activities for the three months ended June 30, 2020, was $4,379.
Cash Flows from Investing Activities
We have not generated cash flows from investing activities for the three months ended June 30, 2021, and 2020.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six months ended June 30, 2021, net cash provided by financing activities was $6,480 for issuance of a convertible note. For the six months ended June 30, 2020, net cash from financing activities was $4,379, for related party loans.
Off-Balance Sheet Arrangements
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 is material to investors.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have not identified any additional critical accounting policies and judgments. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 1 to our financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not required for smaller reporting companies.
Item 4. 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” 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’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.
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, 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 June 30, 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:
| · | Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements; |
| · | Our corporate governance responsibilities are performed by the Board of Directors, none of whom are independent under applicable standards; we do not have an audit committee or compensation committee. Our Board of Directors acts primarily by written consent without meetings which results in several of our corporate governance functions not being performed concurrent (or timely) with the underlying transactions, including evaluation of the application of accounting principles and disclosures relating to those transactions; and |
| · | Certain reports that we prepare and accounting and reporting conclusions reached in connection with the financial statement preparation process are not subjected to a formal review process that includes multiple levels of review and are not submitted timely to the Board of Directors for review or approval. |
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 quarter ended June 30, 2021, 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.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
Item 1A. Risk Factors.
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended June 30, 2021, we had no sales of unregistered equity securities.
Item 3. Defaults Upon Senior Securities.
During the three months ended June 30, 2021, we had no senior securities issued and outstanding.
Item 4. Mine Safety Disclosures.
Not applicable.
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 Current Report on Form 8-K, filed with the SEC on January 4, 2021.
(3) Incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on September 16, 2021.
(4) Incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on September 17, 2021.
# Filed herewith.
## Furnished, not filed.
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 October 1, 2021.
CRUCIAL INNOVATIONS CORP. | |
| | |
By | /s/ Laura De Leon Castro | |
| Laura De Leon Castro | |
| President and Chief Executive Officer | |
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 October 1, 2021.
Signature | | Title | |
| | | |
/s/ Laura De Leon Castro | | President, Chief Executive Officer, Treasurer, Secretary, and Director | |
Laura De Leon Castro | | (Principal Executive Officer and Principal Accounting Officer) | |
