UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2023
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 333-229638
CRUCIAL INNOVATIONS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | | 98-1446012 |
| (State or other jurisdiction of | | (I.R.S. Employer Identification No.) |
| incorporation or organization) | | |
| | | |
| 86-90 Paul Street, London, United Kingdom | | EC2A 4NE |
| (Address of principal executive offices) | | (Zip Code) |
| |
| __________________________________________ |
(former address, if changed since last report) |
Registrant’s telephone number, including area code: + 44 (0) 203 148 1452
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| | Emerging growth company ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
Approximate aggregate market value of common stock held by non-affiliates of the registrant: $158,865,061 computed on the basis of $4.55 per share, the closing price of the registrant’s common stock on OTC Markets on June 30, 2023. For purposes of calculating this amount only, all directors and executive officers of the registrant have been treated as affiliates. There were 74,417,002 shares of the registrant’s common stock, $0.001 par value, outstanding as of December 31, 2023, and 381,320,798 shares of the registrant’s common stock outstanding as of December 3, 2024.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). ☐
TABLE OF CONTENTS
EXPLANATORY NOTE
The following Annual Report on Form 10-K (“10-K”) for Crucial Innovations Corp. (“CINV” or the “Company”) for the year ended December 31, 2023 presents the Company and its results of operations for the periods indicated therein.
Except as specifically designated herein, this 10-K does not reflect events occurring after December 31, 2023 and the Company has not otherwise updated disclosures contained herein to reflect events that occurred at a later date.
PART I
Item 1. Business
The Company
Crucial Innovations Corp. (collectively with our subsidiary, “we,” “us,” “our,” “CINV” or the “Company”), a Nevada corporation, was formed on February 28, 2018. We were initially engaged in the business of English language tutoring over the Internet. However, we were not able to execute our original business plan, develop significant operations or achieve commercial sales. During 2023, we determined to change our business to become a supplier and distributor of medical cannabis in Europe (see Significant Events During 2023 below where we signed separate agreements to acquire a licensed grower and exporter of medical cannabis and associated real property in South Africa).
Our principal office is located at 86-90 Paul Street, London EC2A 4NE United Kingdom, and our telephone number is +44 (0) 203 148 1452. Our corporate website is located at www.cinvcorp.com, although it does not constitute a part of this Annual Report. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to the Securities and Exchange Commission (“SEC”). Our shares have previously traded on the OTC Markets expert trading platform under the symbol ‘CINV’. Following the filing of this annual report on Form 10-K and other reports as required by the SEC, we intend to re-apply to OTC Markets to resume trading in our shares.
Competition
The medicinal cannabis market in Europe is highly competitive. Some of those markets where we will seek to operate have relatively high barriers to entry due to licensing requirements. We expect to compete directly with other cannabis producers and retailers, some of which operate only in a specific market and some of which operate across several European markets. More broadly, CINV views manufacturers of other consumer products, such as those in the pharmaceuticals, alcohol, tobacco, health and beauty and functional wellness industries, as potential competitors.
We may also face competition from other companies that may have a longer operating history, a higher capitalization, additional financial resources, more manufacturing and marketing experience, greater access to public equity and debt markets and more experienced management than the Company. Increased competition by larger and better financed competitors could materially affect the business, financial condition and results of operations of the Company.
Because of the relatively early stage of the industry in which the Company seeks to operate, we will face additional competition from new entrants. If the number of consumers of medical and adult-use cannabis in the countries in which the Company seeks to operate its business increases, the demand for products will increase and the Company expects that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products and as such countries make more cannabis licenses available.
We may not have sufficient resources to maintain research and development, marketing, sales and customer support efforts on a competitive basis, which could materially and adversely affect the business, financial condition and results of our operations.
Transfer and Disbursing Agent
We employ Securities Transfer Corporation as our transfer agent to record transfers of our shares, maintain proxy records and to process distributions. The principal business office of our transfer agent is 2901 N. Dallas Parkway, Plano, TX 75093.
Certifications
Certifications by our Chief Executive Officer and Chief Financial Officer have been filed as exhibits to this annual report on Form 10-K as required by the Securities Exchange Act of 1934, as amended, and the Sarbanes-Oxley Act of 2002.
Forward-Looking Statements
All statements contained herein that are not historical facts including, but not limited to, statements regarding anticipated activity are “forward-looking statements” within the meaning of the federal securities laws, involve a number of risks and uncertainties, and are based on the beliefs and assumptions of Management, based on information currently available to Management. Actual results may differ materially. In some cases, readers can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “objective,” “plan,” “intend,” “anticipate,” “believe,” “Management believes,” “estimate,” “predict,” “project,” “potential,” “forecast,” “continue,” “strategy,” or “position” or the negative of such terms or other variations of them or by comparable terminology. In particular, statements, express or implied, concerning future actions, conditions, or events, future operating results, or the ability to generate sales, income, or cash flow are forward-looking statements.
Among the factors that could cause our actual results to differ materially from what we project or are anticipating are the following:
| · | our future financial performance, including our revenue, cost of revenue, and operating expenses; |
| · | our ability to develop and maintain our production and distribution networks for our products; |
| · | our ability to increase market share and market awareness of our business; |
| · | our ability to develop new products and distribution methods in a rapidly changing industry; |
| · | our ability to maintain, protect, and enhance our intellectual property or proprietary business methods; |
| · | our ability to comply with modified or new laws and regulations applying to our business; |
| · | the attraction and retention of qualified employees and key personnel; |
| · | our anticipated investments in sales and marketing and research and development; |
| · | the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs; |
| · | our ability to successfully defend litigation brought against us; and |
| · | the increased expenses associated with being a public company. |
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report. We further caution readers not to place undue reliance on any such forward-looking statements, which statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.
Item 1A. Risk Factors
An investment in our securities involves certain risks relating to our structure and investment objectives. The risks and uncertainties described below are not the only ones facing the Company. You should carefully consider these risks, together with all of the other information included in this 10-K, including our financial statements and the related notes thereto.
Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our operations and performance.
If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the trading price of our common stock could decline and you may lose all or part of your investment.
Risks Related to Our Common Stock
Our shares are currently not traded on any exchange or quotation medium. Previously, our shares were traded on the OTC Markets trading platform. Following the filing of this annual report on Form 10-K and other reports as required by the SEC, we intend to re-apply to OTC Markets to resume trading in our shares. We cannot guarantee that OTC Markets will accept our application or that we will otherwise qualify under the listing standards of OTC Markets.
If our shares are able to resume trading, we could experience higher trading volumes and volatility in the future. This volatility may affect the price at which you could sell our common stock and the sale of substantial amounts of our common stock could adversely affect the price of our common stock. This volatility may affect the price at which you could sell our common stock, and the sale of substantial amounts of our common stock could adversely affect the price of our common stock. Our share price is expected to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including the other factors discussed in “Risks Related to our Business and Industry” variations in our quarterly operating results from our expectations or those of securities analysts or investors; downward revisions in securities analysts’ estimates; and announcement by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments.
The pricing and or trading volume of our common stock could decline if there are no independent analysts reports about our business. In the event that our shares are able to resume trading, future sales of our common stock by our existing stockholders could cause our share price to decline. Although our common stock was previously listed for trading on the OTC Markets trading platform, there has not been a sustained history of trading in our common stock on this platform or in “over-the-counter” markets. Moreover, consistent with Regulation M and other federal securities laws applicable to our listing, we have not consulted with our existing stockholders regarding their desire or plans to sell shares in the public market. Further, we have also not discussed with potential investors their intentions to buy our common stock in the open market.
We may not pay dividends in the future. We have not paid dividends in the past and do not anticipate paying dividends in the near future. We expect to retain our earnings to finance further growth and, when appropriate, retire debt. Any decision to pay dividends on our common stock in the future will be at the discretion of our board of directors (the “Board”) and will depend on, among other things, our results of operations, current and anticipated cash requirements and surplus, financial condition, any future contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law and other factors that the Board may deem relevant. As a result, investors may not receive any return on an investment in our common stock unless they are able to sell their shares for a price greater than that which such investors paid for them.
Future sales or issuances of equity securities could decrease the value of our common stock, dilute investors’ voting power and reduce our earnings per share. In the future, we may sell equity securities in one or more offerings (including through the sale of securities convertible into equity securities and may issue equity securities in acquisitions and in exchange for services or for forgiveness of debt). We cannot predict the size of future issuances of equity securities or the size and terms of future issuances of debt instruments or other securities convertible into equity securities or the effect, if any, that future issuances and sales of our securities will have on the market price of our common stock.
Additional issuances of our securities may involve the issuance of a significant number of shares of common stock at prices less than the current market price for our shares. Issuances of substantial numbers of shares of common stock, or the perception that such issuances could occur, may adversely affect prevailing market prices of our common stock. Any transaction involving the issuance of previously authorized but unissued common stock, or securities convertible into common stock, would result in dilution, possibly substantial, to security holders.
Sales of substantial amounts of our securities by us or our existing shareholders, or the availability of such securities for sale, could adversely affect the prevailing market prices for our securities and dilute investors’ earnings per share. A decline in the market prices of our securities could impair our ability to raise additional capital through the sale of securities should we desire to do so.
Risks Related to Our Business and Industry
We are an early-stage company with limited operating history and may never become profitable. We are an early-stage company that seeks to operate in the medical cannabis market. Nevertheless, we have a limited operating history. We have limited financial resources and minimal operating cash flow. Additionally, there can be no assurance that additional funding will be available to us for the development of our business, which will require the commitment of substantial resources. Accordingly, you should consider our prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development. Potential investors should carefully consider the risks and uncertainties that a company with a limited operating history will face. In particular, potential investors should consider that we may be unable to:
| · | successfully implement or execute our business plan; |
| · | adjust to changing conditions or keep pace with increased demand; |
| · | attract and retain an experienced management team; |
| · | successfully integrate businesses that we acquire; or |
| · | raise sufficient funds in the capital markets to execute our business plan, including product development, licensing and approvals. |
Certain conditions or events could disrupt the Company's supply chains, disrupt operations, and increase operating expenses. Conditions or events including, but not limited to, the following could disrupt the Company's supply chains and in particular its ability to deliver its products, interrupt operations at its facilities, increase operating expenses, resulting in loss of sales, delayed performance of contractual obligations or require additional expenditures to be incurred: (i) extraordinary weather conditions or natural disasters such as hurricanes, tornadoes, floods, fires, extreme heat, earthquakes, etc.; (ii) a local, regional, national or international outbreak of a contagious disease, including COVID-19, H1N1 influenza virus, avian flu, or any other similar illness could result in a general or acute decline in economic activity; (iii) political instability, social and labor unrest, war or terrorism, including the current conflict between Russia and Ukraine and the conflict in Israel; or (iv) interruptions in the availability of basic commercial and social services and infrastructure including power and water shortages, and shipping and freight forwarding services including via air, sea, rail and road.
Cannabis laws, regulations, and guidelines are dynamic and subject to change. Cannabis laws and regulations are dynamic and subject to evolving interpretations which could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan. It is also possible that regulations may be enacted in the future that will be directly applicable to certain of our products and/or aspects of our businesses. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business. We expect that the legislative and regulatory environment in the cannabis industry internationally will continue to be dynamic and will require innovative solutions to try to comply with this changing legal landscape in this nascent industry for the foreseeable future. Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations.
Public opinion can also exert a significant influence over the regulation of the cannabis industry. A negative shift in the public's perception of the cannabis industry could affect future legislation or regulation in different jurisdictions.
Demand for cannabis and derivative products could be adversely affected and significantly influenced by scientific research or findings, regulatory proceedings, litigation, media attention or other research findings. The legal cannabis industry is at a relatively early stage of its development. Consumer perceptions regarding legality, morality, consumption, safety, efficacy and quality of medicinal cannabis are mixed and evolving and can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medicinal cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the medicinal cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity, could have a material adverse effect on the demand for medicinal cannabis and on our business, results of operations, financial condition and cash flows. Further, adverse publicity reports or other media attention regarding cannabis in general or associating the consumption of medicinal cannabis with illness or other negative effects or events, could have such a material adverse effect. Public opinion and support for medicinal cannabis use has traditionally been inconsistent and varies from jurisdiction to jurisdiction. Our ability to gain and increase market acceptance of our business may require substantial expenditures on investor relations, strategic relationships and marketing initiatives. There can be no assurance that such initiatives will be successful and their failure to materialize into significant demand may have an adverse effect on our financial condition.
Damage to the Company's reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether or not such publicity is accurate. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding the Company and its activities, whether true or not. Although the Company believes that it operates in a manner that is respectful to all stakeholders and that it takes pride in protecting its image and reputation, it does not ultimately have direct control over how it is perceived by others. Reputational loss may result in decreased ability to enter into new customer, distributor or supplier relationships, retain existing customers, distributors or suppliers, reduced investor confidence and access to capital, increased challenges in developing and maintaining community relations and an impediment to our overall ability to advance our projects, thereby having a material adverse effect on our financial performance, financial condition, cash flows and growth prospects.
We are subject to the inherent risk of exposure to product liability claims, actions and litigation. As we are seeking to become a distributor of products designed to be ingested by humans, we expect to face an inherent risk of exposure to product liability claims, regulatory action and litigation if our products are alleged to have caused bodily harm or injury. In addition, the sale of medical cannabis involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Adverse reactions resulting from human consumption of our products alone or in combination with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that our products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning health risks, possible side effects or interactions with other substances. Product liability claims or regulatory actions against us could result in increased costs, could adversely affect our reputation with our clients and consumers generally, and could have a material adverse effect on our results of operations and financial condition. There can be no assurances that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of our potential products.
The Company's future products could have unknown side effects. If the products the Company sells are not perceived to have the effects intended by the end user, its business may suffer and the business may be subject to products liability or other legal actions. Many of the Company's products contain innovative ingredients or combinations of ingredients. There is little long-term data available with respect to efficacy, unknown side effects and/or interaction with individual human biochemistry, or interaction with other drugs. Moreover, there is little long-term data available with respect to efficacy, unknown side effects and/or its interaction with individual animal biochemistry. As a result, the Company's future products could have certain side effects if not taken as directed or if taken by an end user that has certain known or unknown medical conditions.
Negative outcomes of legal proceedings may adversely affect our business and financial condition. Although we are currently not subject to any legal proceedings, we expect that, as we develop our business, we may be involved in legal disputes in the countries in which we operate. dThese proceedings may be complicated, costly, and disruptive to our business operations. We may incur significant expenses in defending these matters and may be required to pay significant fines, awards, or settlements. In addition, litigation or other proceedings could result in restrictions on our current or future manner of doing business. Any of these potential outcomes, such as judgments, awards, settlements, or orders could have a material adverse effect on our business, financial condition, operating results, or ability to do business.
We are subject to anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation. We are subject to anti-corruption and anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act 2010, and other anti-corruption, anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly and prohibit companies and their employees and agents from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the private sector. As we expand our networks in Europe, Africa and internationally, our risks under these laws may increase. Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, adverse media coverage, and other consequences. Any investigations, actions or sanctions could harm our business, results of operations, and financial condition.
Failure to develop our internal controls over financial reporting (ICFR) as we grow could have an adverse effect on our operations. As we mature we will need to develop and improve our current internal control systems and procedures to manage our growth. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish appropriate controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, financial condition or results of operations. In addition, management's assessment of ICFR may identify weaknesses and conditions that need to be addressed in our ICFR or other matters that may raise concerns for investors.
Required licenses, permits or approvals may be difficult to obtain in the countries in which we seek to operate, and once obtained may be amended or revoked arbitrarily or may not be renewed. To operate in the medical cannabis industry, we will be required to obtain approvals and licenses from national, regional, and local governmental or regulatory authorities in the countries in which we operate or intend to sell. Even if obtained, licenses are subject to review, interpretation, modification or termination by the relevant authorities. Any unfavorable interpretation or modification or any termination of a required license may significantly harm our operations in the relevant country or may require us to close down parts or all of our operations in the relevant country.
We can offer no assurance that the relevant authorities will not take any action that could materially and adversely affect these licenses, permits or approvals. .We may experience difficulties in obtaining or maintaining some of these licenses, approvals and permits, which may require us to undertake significant efforts and incur additional expenses. If we operate without a license, we could be subject to fines, criminal prosecution or other legal action. Any difficulties in obtaining or maintaining licenses, approvals or permits or the amendment or revocation thereof could have a material adverse effect on our business, financial condition, results of operations and prospects.
There are tax risks the Company may be subject to in carrying on business in multiple jurisdictions. We and our subsidiaries will operate and, accordingly, will be subject to income tax and other forms of taxation in multiple jurisdictions. We may be subject to income taxes and non-income taxes in a variety of jurisdictions and our tax structure may be subject to review by both domestic and foreign taxation authorities. Those tax authorities may disagree with our interpretation and/or application of relevant tax rules. A challenge by a tax authority in these circumstances might require us to incur costs in connection with litigation against the relevant tax authority or reaching a settlement with the tax authority and, if the tax authority's challenge is successful, could result in additional taxes (perhaps together with interest and penalties) being assessed on us, and as a result an increase in the amount of tax payable by us.
Taxation laws and rates which determine taxation expenses may vary significantly in different jurisdictions, and legislation governing taxation laws and rates are also subject to change. Therefore, our earnings may be affected by changes in the proportion of earnings taxed in different jurisdictions, changes in taxation rates, changes in estimates of liabilities and changes in the amount of other forms of taxation. The determination of our provision for income taxes and other tax liabilities will require significant judgment (including based on external advice) as to the interpretation and application of these rules. We may have exposure to greater than anticipated tax liabilities or expenses.
Additionally, dividends and other intra-group payments made by our subsidiaries or international branches may expose the recipients of such payments to taxes in their jurisdictions of organization and operation and such dividends and other intra-group payments may also be subject to withholding taxes imposed by the jurisdiction in which the entity making the payment is organized or tax resident. Unless such withholding taxes are fully creditable or refundable, dividends and other intra-group payments may increase the amount of tax paid by us. Although the Company and its subsidiaries arrange themselves and their affairs with a view to minimizing the incurrence of such taxes, there can be no assurance that we will succeed.
We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees could harm our business. Our success depends largely upon the continued services of our executive officers and other key employees, and in particular on Jon Paul (JP) Doran, our founder and CEO, and senior management staff in the United Kingdom and elsewhere. We rely on our leadership team in the areas of research and development, operations, security, marketing, sales, customer experience, general, and administrative functions, and on individual contributors in our research and development and operations. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. While we have employment agreements with our executive officers or other key personnel that require them to continue to work for us it is not for any specified period and, therefore, they could terminate their employment with us at any time. The loss of one or more of our executive officers, especially our Chief Executive Officer, or key employees could harm our business. Changes in our executive management team may also cause disruptions in, and harm to, our business. The Board’s process are succession planning for senior executive management is at an early stage and therefore the CEO is a particular ‘key man’ dependency. This is mitigated by the fact that he is a significant shareholder in the company.
Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new enterprises in the future could reduce our ability to compete successfully and harm our results of operations. Historically, we have funded our operations and capital expenditures primarily through equity issuances and cash generated from our operations along with negotiating credit terms with suppliers that allows to effectively match revenues from customers with supplier payment terms. Although we currently anticipate that our existing cash and cash equivalents and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, we may require additional financing, and we may not be able to obtain debt or equity financing on favorable terms, if at all and to manage any currency risk due to a mismatch in the currency of revenues, primarily Naira and those of expenses. If we raise equity financing to fund operations or on an opportunistic basis, our stockholders may experience significant dilution of their ownership interests. If we engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions.
Our business is subject to risks associated with having operations in international markets, including foreign exchange fluctuations. While our financial statements are presented in U.S. dollars, our operations are concentrated in the United Kingdom and South Africa. Our various commercial agreements are denominated in a variety of currencies, including U.S. dollars, Great Britain Pounds Sterling, Euro, and South Africa Rand. We do not employ hedging strategies, and are therefore subject to fluctuations in exchange rates, which can negatively impact the U.S. dollar value of our assets, liabilities, and cash flows.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Our operations and other aspects of our business rely heavily on various information technology systems which are largely managed by third parties. We face significant cybersecurity threats, which are continuously increasing in sophistication, including computer viruses, internal and external security breaches, and other cyber-attacks. These threats could disrupt our operations, lead to the loss of confidential information, and hinder our ability to accurately report our financial results in a timely manner. We have adopted a Cybersecurity Policy to create effective administrative, technical, electronic, and physical protections to safeguard the personal information of Company personnel, confidential information concerning our operations and the integrity of the Company’s information systems.
We have created an Information Security Team to implement and administer our Cybersecurity Policy. Among the duties and responsibility of our Information Security Team are the following:
| · | Ensuring that all CINV personnel are aware of the Cybersecurity Policy and agree to adhere to its requirements; |
| · | Establishing that information concerning the Company is stored on encrypted cloud-based servers accessible only by authorized CINV personnel; |
| · | Providing that all of the Company’s information systems are backed up daily, with offline copies available in the event that a major security issue arises; |
| · | Testing and evaluating cybersecurity safeguards via the use of third-party information technology service providers; |
| · | Reviewing the security measures in the Company’s Cybersecurity Policy annually or when there is a change in applicable laws or regulations or in business activities of Equus; and |
| · | Conducting training as necessary for all CINV personnel; and |
| · | Reporting cybersecurity matters to our Board of Directors who provide oversight of our Information Security Team. |
We utilize third-party services and tools for identifying, protecting against, and detecting cyber incidents, and also partner with external vendors to augment our internal security capabilities. Additionally, we engage third-parties to conduct independent assessments of our cybersecurity infrastructure to evaluate the efficiency and effectiveness of our detection capabilities, along with our response mechanisms, and overall risk management.
Our approach to managing cybersecurity risks is part of a continuous improvement process, both in the context of cybersecurity and broader operational risk management. This ongoing process, which includes personnel training, is aimed at routinely reviewing and, as necessary, improving, our oversight processes and tools to ensure they remain effective and resilient in their management of cybersecurity risk.
Material Impact of Cybersecurity Threats
While we have yet to experience a material cybersecurity event, we acknowledge the persistent and evolving nature of these threats, which have the potential to materially impact our business strategy, operations, and financial results adversely. We maintain robust policies and procedures focused on cybersecurity incident management, ensuring timely communication and escalation to all relevant stakeholders. This enables faster response and effective communication, including public disclosure if a material cybersecurity event were to occur.
Board of Directors Oversight
Our Board of Directors oversees risks related to cybersecurity, including the security of our corporate, financial, and operations information and the steps management is taking to monitor and control these risks. In the future, our Information Security Team will conduct regular meetings with our independent directors to discuss various compliance matters, including any cybersecurity issues.
Item 2. Properties
United Kingdom. In the United Kingdom, CINV leases virtual office space at 86-90 Paul Street, London on a month-to-month basis.
South Africa. In May 2023, we entered into an agreement to lease, at our option, a 17,000 square meter property in South Africa on 1.572 hectares of land where we intend to cultivate, harvest, and process medical cannabis products. Commencing June 30, 2023, we had the right to occupy the property for a monthly lease payment of Five Thousand Great Britain Pounds Sterling (GBP 5,000). We commenced occupancy of the property in September 2023.
Given the availability of agricultural sites and commercial vacancies in other regions in which we expect to operate, we do not expect to incur difficulty procuring additional farming, production, or office facilities.
Item 3. Legal Proceedings
While we are not currently subject to any legal proceedings, from time to time, the Company may become a party to certain proceedings incidental to the normal course of our business. While the outcome of any potential legal proceedings cannot at this time be predicted with certainty, we do not expect that any such proceedings will have a material effect upon our financial condition or results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Presently, our common stock is not traded on any exchange or quotation medium. Previously, our common stock is listed on OTC Markets under the symbol “CINV”. We had an estimated 500 stockholders as of September 13, 2024, 366 of whom were registered holders. Registered holders do not include those stockholders whose stock has been issued in street name.
The following table reflects the high and low closing sales prices per share of our common stock on the OTC per share for each of the three years ended December 31, 2023, by quarter:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2023 | | 2022 | | 2021 |
| | | Q1 | | Q2 | | Q3 | | Q4 | | Q1 | | Q2 | | Q3 | | Q4 | | Q1 | | Q2 | | Q3 | | Q4 |
| High | | $ | 4.55 | | $ | 4.55 | | $ | 4.55 | | $ | 4.55 | | $ | 12.25 | | $ | 12.25 | | $ | 12.25 | | $ | 6.00 | | $ | 8.00 | | $ | 4.50 | | $ | 12.00 | | $ | 12.45 |
| Low | | | 4.55 | | | 4.55 | | | 4.55 | | | 4.55 | | | 12.25 | | | 12.25 | | | 4.55 | | | 4.55 | | | 4.05 | | | 3.20 | | | 4.00 | | | 7.00 |
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Crucial Innovations Corp. (collectively with our subsidiary, “we,” “us,” “our,” “CINV” or the “Company”), a Nevada corporation, was formed on February 28, 2018. We were initially engaged in the business of English language tutoring over the Internet. However, we were not able to execute our original business plan, develop significant operations or achieve commercial sales. During 2023, we determined to change our business to become a supplier and distributor of medical cannabis in Europe (see Significant Events During 2023 below where we signed separate agreements to acquire a grower of medical cannabis and associated real property in South Africa).
Our principal office is located at 86-90 Paul Street, London EC2A 4NE United Kingdom, and our telephone number is +44 (0) 203 148 1452. Our corporate website is located at www.cinvcorp.com, although it does not constitute a part of this Annual Report. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to the Securities and Exchange Commission (“SEC”). Our shares have previously traded on the OTC Markets expert trading platform under the symbol ‘CINV’. Following the filing of this annual report on Form 10-K and other reports as required by the SEC, we intend to re-apply to OTC Markets to resume trading in our shares.
Significant Events During 2023
On May 8, 2023, the Company entered into an agreement to acquire all of the share capital of WLR Farming (Pty), Ltd, a company organized under the laws of South Africa and a licensed grower and exporter of medical cannabis (hereinafter, “WLR”), in exchange for (i) Six Million South Africa Rand (ZAR 6,000,000) which amount was intended to be paid over twelve months from the date of agreement, and (ii) 500,000 shares of our common stock. On March 5, 2024, we issued the owners of WLR an aggregate of 500,000 shares of our common stock. On November 8, 2024, this agreement was amended to provide for the payment of Fifty Thousand Pounds in cash, together with the issuance of an aggregate of 1.25 million shares of common stock, inclusive of the 500,000 shares issued in March 2024. The cash payment obligation was satisfied on November 11, 2024.
On May 11, 2023, the Company signed an agreement to to lease, at its option, 1.5782 hectares of land in South Africa for the purpose of growing and cultivating medical cannabis in exchange for a commitment to pay Six Million South Africa Rand (ZAR 6,000,000). The Company has the right to occupy the property commencing June 30, 2023 by paying a monthly lease payment of Five Thousand Great Britain Pounds Sterling (GBP 5,000). The Company commenced occupancy of the property in September 2023.
Results of Operations
Year Ended December 31, 2023 Compared with the Year Ended December 31, 2022
The Company’s results from operations for the years ended December 31, 2023 and 2022 and the changes between those periods for the respective items are summarized as follows:
| | | | | | | | | | | | |
| | | | Years Ended December 31, |
| | | | | | | | | | | | |
| | | 2023 | | | | 2022 | | | Change ($) |
| Revenues | | $ | – | | | | $ | – | | $ | – |
| Operating expenses | | | 38,090 | | | | | 42,709 | | | (4,619) |
| Other expenses | | | 1,528 | | | | | 896 | | | 632 |
| Net loss | | $ | 39,618 | | | | $ | 43,605 | | $ | (3,987) |
| | | | | | | | | | | | | |
The Company generated no revenues for the years ended December 31, 2023 and 2022. Operating expenses consist primarily of general and administrative expenses in the amount of $36,404 and $4,191, professional fees of $1,686 and $38,518 for the years ended December 31, 2023 and 2022, respectively.
Other expenses consist of imputed interest expenses of $1,528 and 896 for the years ended December 31,2023 and 2022, respectively.
Our financial statements report a net loss of $39,618 for the year ended December 31, 2023 compared to a net loss of $43,605 for the year ended December 31, 2022.
Liquidity and Capital Resources
The following tables provides selected financial data about our company as of December 31, 2023 and 2022, respectively.
Working Capital
| | | | | | | | | | | | |
| | | | December 31, | | | | | December 31, | | | |
| | | 2023 | | | | 2022 | | | Change ($) |
| Cash | | $ | – | | | | $ | – | | $ | – |
| Current assets | | | – | | | | | – | | | – |
| Current liabilities | | | (114,087) | | | | | (39,722) | | | (74,365) |
| Working capital (Deficiency) | | $ | (114,087) | | | | $ | (39,722) | | $ | (74,365) |
| | | | | | | | | | | | |
As of December 31, 2023 and 2022 , our current assets were $0, respectively. As of December 31, 2023, our current liabilities were $114,087 compared to $39,722 as of December 31, 2022. Our working capital deficiency was $114,087 as of December 31, 2023 compared to a working capital deficiency of $39,722 as of December 31, 2022. The increase in working capital deficiency was the result of an increase in current liabilities primarily due to an increase in amounts due on a lease liability.
Cash Flows
| | | | | | | | | | | | |
| | | | Years Ended December 31, |
| | | | | | | | | | | | |
| | | 2023 | | | | 2022 | | | Change ($) |
| Cash flows used in operating activities | | $ | (31,359) | | | | $ | (34,670) | | $ | 3,311 |
| Cash flows used in investing activities | | | – | | | | | – | | | – |
| Cash flows provided by financing activities | | | 31,359 | | | | | 34,670 | | | (3,311) |
| Effect of exchange rate changes on case | | | – | | | | | – | | | – |
| Net change in cash during the period | | $ | – | | | | $ | – | | $ | – |
| | | | | | | | | | | | |
| | | | | | | | | | | | | |
For the year ended December 31, 2023, net cash flows used in operating activities consisted of a net loss of $39,618, an increase in imputed interest on related party loans of $1,528, an increase in accounts payable of $6,136, and change in right-of-use asset and lease liability of $595. For the year ended December 31, 2022, net cash flows used in operating consisted of a net loss of $43,605, an increase in imputed interest on related party loans of $896, a decrease in prepaid expenses of $10,750 and an increase in accounts payable of $2,711.
During the years ended December 31, 2023 and 2022, there were no cash flows in investing activities.
During the year ended December 31, 2023 and 2022, the cash flows from financing activies related to operating expenses paid by related parties.
We expect our cash on hand and proceeds received from our assets and operations will be insufficient to meet our anticipated liquidity needs for business operations for the next twelve months, and that we will need to secure capital from various sources, including loans and sales of our equity. There can be no assurance that we will continue to generate cash flows at or above current levels or that we will be able to raise additional financing to support our operating and compliance expenditures. Absent our success in obtaining operating capital from one or more of these sources, there exists substantial doubt as to the Company’s ability to continue as a going concern.
Our future cash flows could be adversely affected by events outside our control, including, without limitation, changes in overall economic conditions, regulatory requirements, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, and other conditions. The foregoing events, either individually or collectively, could affect our results.
Contractual Obligations
The Company has 1 lease classified as an operating lease.
As of December 31, 2023, future maturity of lease liabilities is as follows:
| Year ended December 31, | | |
| 2024 | $ | 70,015 |
Off Balance Sheet Arrangements
None.
Subsequent Events
Our Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent events:
On February 26, 2024, our Board of Directors (“Board”) amended and restated our Articles of Incorporation to provide for an increase in the number of our authorized shares of capital stock from 75,000,000 to 550,000,000, consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of undesignated preferred stock, par value $0.001 per share. A copy of our amended and restated Articles of Incorporation has been filed as an exhibit to this annual report on 10-K.
On February 26, 2024, our Board amended and restated our Bylaws, a copy of which is filed as an exhibit to this annual report on Form 10-K.
On February 26, 2024, the Company’s Board of Directors adopted the Company’s 2024 Equity Incentive Plan (“Incentive Plan”), the purpose of which was to promote the interests of the Company by encouraging directors, officers, employees, and consultants of CINV to develop a long-term interest in the Company, align their interests with that of our stockholders, and provide a means whereby they may develop a proprietary interest in the development and financial success of the Company and its stockholders. The Incentive Plan is also intended to enhance the ability of the Company and its subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Incentive Plan permits the award of restricted stock, common stock purchase options, restricted stock units, and stock appreciation awards. The maximum number of shares of our common stock that are subject to awards granted under the Incentive Plan is 350,000,000 shares. The term of the Incentive Plan will expire on February 25, 2034. Our Board of Directors, which serves as the administrator of the Incentive Plan, has granted awards under the Incentive Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of 305,582,998 shares, all of which became fully-vested at the time of grant. We intend to account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards that are immediately vested, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date.
On February 29, 2024, we added three independent directors to our Board.
On March 5, 2024, in connection with our agreement to acquire WLR as described under Significant Events During 2023 above, we issued the owners of WLR an aggregate of 500,000 shares of our common stock.
On June 25, 2024, we issued an aggregate of 1,320,798 restricted shares of common stock in connection with a private offering of our securities in accordance with the requirements of Regulations D and S as adopted by the SEC.
On August 1, 2024, we entered into an agreement to acquire all of the outstanding share capital of Bearded Budz (Pty) Ltd, a licensed grower and exporter of cannabis based in South Africa.
Also on August 1, 2024, we added a sixth director to our Board.
On November 8, 2024, our agreement to acquire WLR described under Significant Events During 2023 above was amended to provide for the payment of Fifty Thousand Pounds (£50,000) in cash, together with the issuance of an aggregate of 1.25 million shares of common stock, inclusive of the 500,000 shares issued in March 2024. The cash payment obligation was satisfied on November 11, 2024.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates, lease rates, credit rates, and general debt terms.
We are subject to risks regarding currency volatility and foreign exchange rates. In particular, we are subject to fluctuations in foreign exchange rates between the U.S. dollar, our reporting currency, and currencies of countries where we market or source our products and services, which presently consists principally of the South African Rand. Such fluctuations may result in significant increases or decreases in our reported revenue and other results as expressed in dollars, and in the reported value of our assets, liabilities and cash flows. In addition, currency fluctuation may adversely affect receivables, payables, debt, firm commitments and forecast transactions denominated in non-U.S. currencies. In particular, transition risks arise where parts of the cost of sales are not denominated in the same currency of such sales. We currently do not hedge this exposure. Fluctuation in exchange rates, depreciation of local currencies, changes in monetary and/or fiscal policy or inflation in the countries in which we operate could have a material adverse effect on our business, financial condition, results of operations and prospects.
In addition to foreign currency risk, our ability to generate operating cash flows at our parent company level depends on the ability of our subsidiaries to upstream funds. South Africa and other countries in which we may operate have exchange controls that can, from time to time, place restrictions on the exchange of local currency for foreign currency and the transfer of funds abroad. These controls and other controls that may be implemented in the future could limit the ability of our subsidiaries to transfer cash to us and make us dependent upon external sources of cash and credit.
We can offer no assurance that additional restrictions on currency exchange will not be implemented in the future or that these restrictions will not limit the ability of our subsidiaries to transfer cash to us, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Item 8. Financial Statements and Supplementary Data
TABLE OF CONTENTS
New York Office: 805 Third Avenue New York, NY 10022 212.838.5100 www.rbsmllp.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Crucial Innovations Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Crucial Innovations Corp. (the Company) as of December 31, 2023 and 2022 and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, As of December 31, 2023, the Company had an accumulated deficit of $197,385, a net loss of $39,618 for the year ended December 31, 2023, and has not earned any revenues since inception that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3, is to fund operations through equity financing arrangements and related party advances, all of which may be insufficient to fund its capital expenditures, working capital and other cash requirements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2024.
/s/ RBSM LLP
New York, NY
December 6, 2024
New York, NY Washington DC Mumbai & Pune, India San Francisco, CA
Houston, TX Boca Raton, FL Las Vegas, NV Beijing, China Athens, Greece
Member: ANTEA International with affiliated offices worldwide
CRUCIAL INNOVATIONS CORP.
BALANCE SHEETS
| | | December 31, | | December 31, |
| | | 2023 | | 2022 |
| ASSETS | | | | |
| Current Assets | | | | |
| Cash | | $ | — | | | $ | — | |
| Total Current Assets | | | — | | | | — | |
| | | | | | | | | |
| Right-of-use asset | | | 67,634 | | | | — | |
| Total Assets | | $ | 67,634 | | | $ | — | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLD ERS' DEFICIT | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 9,670 | | | $ | 3,534 | |
| Convertible note and accrued interest | | | 10,000 | | | | 10,000 | |
| Lease liability | | | 68,229 | | | | — | |
| Due to related parties | | | 26,188 | | | | 26,188 | |
| Total Current Liabilities | | | 114,087 | | | | 39,722 | |
| | | | | | | | | |
| Total Liabilities | | | 114,087 | | | | 39,722 | |
| | | | | | | | | |
| Commitments and contingencies | | | — | | | | — | |
| | | | | | | | | |
| Stockholders' Deficit | | | | | | | | |
| Common stock: 500,000,000 authorized; $0.0001 par value, 74,417,002 shares issued and outstanding, respectively | | | 7,441 | | | | 7,441 | |
| Additional paid-in capital | | | 143,491 | | | | 110,604 | |
| Accumulated deficit | | | (197,385 | ) | | | (157,767 | ) |
| Total Stockholders' Deficit | | | (46,453 | ) | | | (39,722 | ) |
| Total Liabilities and Stockholders' Deficit | | $ | 67,634 | | | $ | — | |
The accompanying notes are an integral part of these audited financial statements
CRUCIAL INNOVATIONS CORP.
STATEMENTS OF OPERATIONS
| | | Years Ended |
| | December 31, |
| | | 2023 | | 2022 |
| | | | | |
| Revenues | | $ | — | | | $ | — | |
| | | | | | | | | |
| Operating expenses | | | | | | | | |
| Professional fees | | | 1,686 | | | | 38,518 | |
| General and administrative expenses | | | 36,404 | | | | 4,191 | |
| Total operating expenses | | | 38,090 | | | | 42,709 | |
| | | | | | | | | |
| Loss from operations | | | (38,090 | ) | | | (42,709 | ) |
| | | | | | | | | |
| Other Expense | | | | | | | | |
| Interest expense | | | (1,528 | ) | | | (896 | ) |
| Total other expense | | | (1,528 | ) | | | (896 | ) |
| | | | | | | | | |
| Net loss before taxes | | | (39,618 | ) | | | (43,605 | ) |
| Provision for income taxes | | | — | | | | — | |
| Net loss | | $ | (39,618 | ) | | $ | (43,605 | ) |
| | | | | | | | | |
| Basic and diluted loss per common share | | $ | (0.00 | ) | | $ | (0.00 | ) |
| | | | | | | | | |
| Weighted average number of common shares outstanding, basic and diluted | | | 74,417,002 | | | | 40,356,728 | |
The accompanying notes are an integral part of these audited financial statements.
CRUCIAL INNOVATIONS CORP.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
Years Ended December 31, 2023 and 2022
| | | | | | | | | Additional | | | | Total |
| | | | | Common Stock | | Paid-in | | Accumulated | | Stockholders' |
| | | | | Shares | | Amount | | Capital | | Deficit | | Deficit |
| | | | | | | | | | | |
| Balance, December 31, 2021 | 32,417,002 | | | $ | 3,241 | | | $ | 87,910 | | | $ | (91,580 | ) | | $(429) |
| Common shares issued for share exchange agreement | 42,000,000 | | | | 4,200 | | | | (4,200 | ) | | | — | | | — |
| Imputed interest on related party loans | — | | | | — | | | | 896 | | | | — | | | 896 |
| Contribution - related party | — | | | | — | | | | 25,982 | | | | — | | | 25,982 |
Net loss | — | | | | — | | | | — | | | | (43,605 | ) | | (43,605) |
| Balance, December 31, 2022 | 74,417,002 | | | | 7,441 | | | | 110,604 | | | | (157,767 | ) | | (39,722) |
| Contributions - related party | | — | | | | — | | | | 31,359 | | | | — | | | 31,359 |
| Imputed interest on related party loans | — | | | | — | | | | 1,528 | | | | — | | | 1,528 |
Net loss | — | | | | — | | | | — | | | | (39,618 | ) | | (39,618) |
| Balance,December 31, 2023 | 74,417,002 | | | $ | 7,441 | | | $ | 143,491 | | | $ | (197,385 | ) | | $(46,453) |
The accompanying notes are an integral part of these audited financial statements.
CRUCIAL INNOVATIONS CORP.
STATEMENTS OF CASH FLOWS
| | | Years Ended |
| | | December 31, |
| | | 2023 | | 2022 |
| | | | | |
| Cash Flows from Operating Activities: | | | | | | | | |
| Net loss | | $ | (39,618 | ) | | $ | (43,605 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
| Imputed interest | | | 1,528 | | | | 896 | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Prepaid expenses | | | — | | | | 10,750 | |
| Accounts payable | | | 6,136 | | | | (2,711 | ) |
| Change in right-of-use asset and lease liability | | | 595 | | | | — | |
| Net Cash Used in Operating Activities | | | (31,359 | ) | | | (34,670 | ) |
| | | | | | | | | |
| Cash Flows from Financing Activities: | | | | | | | | |
| Proceeds from related parties | | | 31,359 | | | | 34,670 | |
| Net Cash Provided by Financing Activities | | | 31,359 | | | | 34,670 | |
| | | | | | | | | |
| Net change in cash | | | — | | | | — | |
| Cash, beginning of period | | | — | | | | — | |
| Cash, end of period | | $ | — | | | $ | — | |
| | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | |
| Cash paid for interest | | $ | — | | | $ | — | |
| Cash paid for taxes | | $ | — | | | $ | — | |
| | | | | | | | | |
| Supplemental disclosure of non-cash financing activity | | | | | | | | |
| Recognition of right of use asset and lease liability | | $ | 91,286 | | | $ | — | |
The accompanying notes are an integral part of these audited financial statements.
CRUCIAL INNOVATIONS CORP.
NOTES TO AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Crucial Innovations Corp. (referred as the “Company”, “we”, “our” or “us”) was incorporated in the State of Nevada and established on February 28, 2018. We were initially engaged in the business of English language tutoring over the Internet. However, we were not able to execute our original business plan, develop significant operations or achieve commercial sales.
On May 8, 2023, the Company entered into an agreement to acquire all of the share capital of WLR Farming (Pty), Ltd, a company organized under the laws of South Africa and a licensed grower and exporter of medical cannabis (hereinafter, “WLR”), in exchange for (i) Six Million South Africa Rand (ZAR 6,000,000) which amount was intended to be paid over twelve months from the date of agreement, and (ii) 500,000 shares of our common stock. On March 5, 2024, we issued the owners of WLR an aggregate of 500,000 shares of our common stock. On November 8, 2024, this agreement was amended to provide for the payment of Fifty Thousand Pounds (£50,000) in cash, together with the issuance of an aggregate of 1.25 million shares of common stock, inclusive of the 500,000 shares issued in March 2024. The cash payment obligation was satisfied on November 11, 2024. The acquisition was not completed during the year ended December 31,2023 until the owners of WLR transferred 100% WLR’s shares to the Company on April 2,2024.
In connection with the agreement to acquire WLR, we determined to change our business to become a supplier and distributor of medical cannabis in the United Kingdom and continental Europe (See also Note 9 - Subsequent Events where we entered into an agreement to acquire Bearded Budz (Pty) Ltd., another grower and exporter of medical cannabis, on August 1, 2024).
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the financial statements.
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.
Cash and Cash Equivalents
For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company did not have any cash and cash equivalents at December 31, 2023 and 2022.
Foreign Currency
The Company maintains its books and record in its local currency, United States dollars (“USD” or “$”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in operating expenses in the statements of operations.
Leases
ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For ROU assets, the Company has elected to account for non-lease components as part of the lease.
Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.
The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.
As of December 31, 2023, the Company’s lease agreement was for occupancy of land and it is accounted for as operating leases.
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (Note 5).
Basic and Diluted Net Loss Per Common Share
Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued.
Deferred Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Recent accounting pronouncements
The Company has implemented all new pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements or results of operations.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of December 31, 2023, the Company had an accumulated deficit of $197,385, a net loss of $39,618 for the year ended December 31, 2023, and has not earned any revenues since inception. The Company intends to fund operations through equity financing arrangements and related party advances, all of which may be insufficient to fund its capital expenditures, working capital and other cash requirements.
The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. The Company is presently conducting a private offering of its equity securities of up to $12.0 million.
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 4 – LEASE
The Company had the right to occupy the land commencing June 1, 2023, by paying a monthly lease payment of Five Thousand Great Britain Pounds Sterling (GBP 5,000). The Company occupied the land starting September 1, 2023 and recognized ROU assets and lease liabilities for the period of 15 months, from this date.
The components of lease expense were as follows:
| | | December 31, | | December 31, |
| | | 2023 | | 2022 |
| Operating lease cost | | $ | 24,751 | | | $ | — | |
| Variable lease cost (foreign currency adjustment) | | | 595 | | | | | |
| Total lease cost | | $ | 25,346 | | | $ | — | |
| | | | | | | | | |
| Supplemental cash flow information related to leases was as follows: | | | | | | | | |
| | | | | | | | | |
| Cash paid for operating cash flows from operating leases | | $ | 24,751 | | | $ | — | |
| Right -of-use assets obtained upon acquisition -September 1, 2023 | | $ | 91,286 | | | $ | — | |
| | | | | | | | | |
| Supplemental balance sheet information related to leases was as follows: | | | | | | | | |
| | | | | | | | | |
| Weighted-average discount rate — operating leases | | | 6.25 | % | | | — | |
| Weighted-average remaining lease term - operating lease (year) | | | 0.92 | | | | — | |
| The following table outlines maturities of our lease liability as of December 31, 2023: | | |
| 2024 | | $ | 70,015 | |
| Thereafter | | | — | |
| | | $ | 70,015 | |
| Less imputed interest | | | (1,786 | ) |
| Operating lease liability | | $ | 68,229 | |
NOTE 5 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2022, the Company issued 19,654,300 shares of common stock, with no value), to two directors and officers of the Company in connection with the planned acquisition of Eco Equity Limited. The acquisition of Eco Equity Limited did not complete.
During the years ended December 31, 2023 and 2022, the Company’s CEO advanced to the Company $31,359 and $25,982, respectively, by paying for operating expenses on behalf of the Company. The amounts were fully contributed to the Company as a component of additional paid-in capital.
During the years ended December 31, 2023 and 2022, the Company’s President and director advanced the Company an amount of $0 and $8,688, respectively, by paying for operating expenses on behalf of the Company.
As of December 31, 2023 and 2022, in connection with the Eco Equity transaction which did not complete, the Company was obligated to related parties for an unsecured, non-interest-bearing demand loan with a balance of $17,500.
During the years ended December 31, 2023 and 2022, the Company calculated imputed interest on advance from related parties as a component of additional paid-in capital, of $1,528 and $896, respectively.
NOTE 6 – CONVERTIBLE NOTE
On April 14, 2021, the Company issued a convertible note with a conversion price of 60% discount on the market price to pay operating expenses of $6,480. On June 30, 2021, the conversion price of this note was amended to a fixed conversion price of $3.00 per share of common stock. As result, after adopting 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 was required to repay the amount of $10,000 within 90 days. As of December 31, 2023 and 2022, the principal balance due on the note was $6,480 and $6,480, respectively, and accrued interest of $3,520 and $3,520, respectively (See Note 9 - Subsequent Events where this note was fully repaid).
NOTE 7 – STOCKHOLDER’ DEFICIT
As of December 31, 2023, the Company had 75,000,000, $0.0001 par value shares of common stock authorized. On February 26, 2024, the Company amended and restated its Articles of Incorporation to increase the number of authorized shares of capital stock from 75,000,000 to 550,000,000, consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of undesignated preferred stock, par value $0.001 per share.
During the year 2022, the Company issued 42,000,000 shares of common stock to acquire all of the share capital of Eco Equity Limited (including issuance of 19,654,300 shares to two the Company’s directors and officer), a company organized under the laws of England and Wales.
There were 74,417,002 shares of common stock issued and outstanding as of December 31, 2023 and 2022.
NOTE 8 – INCOME TAXES
The Company has not made provision for income taxes for the years ended December 31, 2023 and 2022 since the Company has the benefit of net operating losses in these periods.
Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax assets as of December 31, 2023. The Company has incurred a net operating loss (NOL) of $39,618, the net operating loss carry forwards will begin to expire in varying amounts beginning with the year ended December 31, 2038, subject to its eligibility as determined by respective tax regulating authorities. NOLs generated in tax years prior to December 31, 2018, can be carryforward for twenty years, whereas NOLs generated after December 31, 2018 can be carryforward indefinitely. The Company’s net operating loss carry forwards may be subject to annual limitations, which could eliminate, reduce or defer the utilization of the losses because of an ownership change as defined in Section 382 of the Internal Revenue Code. U.S. Federal tax returns are closed by statute for years through 2015. The status of state and non-U.S. tax examinations varies due to the numerous legal entities and jurisdictions in which the Company operates.
Net deferred tax assets consist of the following components as of December 31, 2023 and 2022:
| | | December 31, | | December 31 |
| | | 2023 | | 2022 |
| Net loss for the year | | $ | (39,618 | ) | | | (43,605 | ) |
| Effective tax rate | | | 21 | % | | | 21 | % |
| Tax Recovery | | | (8,320 | ) | | | (9,157 | ) |
| Less: valuation allowance | | | 8,320 | | | | 9,157 | |
| Net deferred asset | | $ | — | | | $ | — | |
Tax returns for the years ended 2018 to 2023, have not been filed by the Company, and are subject to review by the tax authorities. The Company has no liabilities related to uncertain tax positions or unrecognized benefits as of the year ended December 31, 2023. The Company has not accrued interest or penalties associated with unrecognized tax liabilities.
NOTE 9 – SUBSEQUENT EVENTS
Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent events:
On February 26, 2024, the Company’s Board of Directors approved following:
| · | An increase in the number of shares of capital stock authorized to be issued, from 75,000,000 shares to 550,000,000 shares, par value $0.001 per share, consisting of 500,000,000 shares of common stock and 50,000,00 shares of undesignated preferred stock. |
| · | Adoption of the Company’s 2024 Equity Incentive Plan (“Incentive Plan”), which provides for the issuance of up to 350,000,000 shares of common stock. On March 5, 2024, the Company issued 304,221,186 shares of common stock for services under the Incentive Plan. |
| · | To grant of a common stock purchase option of 20,000,000 shares for services, with a term of 10 years, at exercise price of $0.01 per share. |
On February 29, 2024, the Company’s Board of Directors approved following:
| · | Issuance of 861,812 shares of common stock for services under the Company’s Incentive Plan which were issued on March 5, 2024. |
| · | A private offering of up to 24,000,000 shares of the Company’s common stock of up to $12,000,000, in accordance with the requirements of Regulations D and S as adopted by the SEC (“Private Offering”). |
On March 5, 2024, the Company issued the owners of WLR an aggregate of 500,000 shares of common stock.
On May 23, 2024, the Company entered into a Joint Venture with Inspire Pharmacy (“Inspire”) to sell and distribute medical cannabis to Qualified Patients on an exclusive basis in the United Kingdom for period of 5 years at a fee of GBP 5.00 to Inspire for each fulfilled order. The joint venture will be owned 92.5% by CINV and 7.5% by Insipire.
On June 25, 2024, we issued an aggregate of 1,320,798 restricted shares of common stock in connection with the Private Offering.
On August 1, 2024, we entered into an agreement to acquire all of the outstanding share capital of Bearded Budz (Pty) Ltd, a licensed grower and exporter of cannabis based in South Africa in exchange for ZAR 30 million in shares of common stock of the Company and a ZAR 30 million convertible note.
On October 4, 2024, the Company paid $10,000 to the U.S. Securities and Exchange Commission, a judgment creditor of the holder of the promissory note described in Note 9 above, as full payment against this obligation.
On November 8, 2024, our agreement to acquire WLR was amended to provide for the payment of Fifty Thousand Pounds (£50,000) in cash, together with the issuance of an aggregate of 1.25 million shares of common stock, inclusive of the 500,000 shares issued in March 2024. The cash payment obligation was satisfied on November 11, 2024.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Attached as exhibits to this Form 10-K are certifications of our Chief Executive Officer and Chief Financial Officer, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This section includes information concerning the controls and controls evaluation referred to in those certifications and should be read in conjunction with the certifications for a more complete understanding of the topics presented.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is described below.
Management 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 financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that that our internal control over financial reporting was not effective as of December 31, 2023. Our CEO and CFO concluded we have a material weakness due to lack of segregation of duties, a limited corporate governance structure, a lack of a formal management review process over preparation of financial information, and a lack of adequate resources to ensure our filing requirements under the Exchange Act are satisfied. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported the following material weaknesses:
| · | 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; |
| · | 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; and |
| · | Inability to dedicate sufficient resources to our accounting and reporting obligations to enable the Company to satisfy its reporting obligations under the Exchange Act. |
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 can generate additional capital resources to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s report in this Annual Report.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The following table includes the name, age, and position of each person who served as a director or executive officer of the Company during 2023. The address of each of the persons in the table is c/o the Company at 86-90 Paul Street, London EC2A 4NE, United Kingdom.
| Name | | Age(1) | | Position |
| Jon-Paul Doran(2) | | 36 | | CEO, Secretary, and Director |
| | | | | |
| Timothy Ambrose(2) | | 43 | | President and Director |
| | | | | |
| Darlington Ganda(2) | | 36 | | Chief Financial Officer |
| | (1) | As of December 31, 2023. |
| | (2) | Appointed on October 17, 2021. | |
| | | | | |
The following is a summary of the relevant backgrounds and business information concerning our directors and executive officers who served in 2023. Based upon the information below, the Company believes that Messrs. Doran and Ambrose each have the educational backgrounds and business and operational experiences that give each of them the qualifications and skills to serve as directors of the Company.
Jon-Paul (JP) Doran – Chief Executive Officer, Secretary, and Director
Mr. Doran serves as a director of the Company and as its Chief Executive Officer, having been appointed to these positions on October 17, 2021. Jon-Paul transitioned from finance into the cannabis industry after recognizing its potential for alternative therapies, and to make affordable healthcare alternatives globally accessible. Beginning his career at Citigroup, Jon-Paul pivoted into private equity working across the Far East and Middle East before embarking on his mission to democratize alternative therapies and reshape the wellness landscape. In 2020 Jon-Paul founded JPD Capital, a cannabis fund domiciled in Guernsey.
Timothy Ambrose – President, Chief Operating Officer, and Director
Mr. Ambrose serves as a director of the Company and as its President and Chief Operating Officer. A vastly experienced executive, Tim built his career from McKinsey to leadership roles at DMGT, Trinity Mirror PLC, and the Company’s entry into the medical cannabis market, helping to enhance global accessibility of high-quality medicinal cannabis for patients.
Darlington Ganda – Chief Financial Officer
Mr. Ganda serves as the Company’s Chief Financial Officer, having been appointed to this position on October 17, 2021. With over 15 years of experience as an accomplished finance and business leader, Darlington built his career from internal auditor at Trust Bank to completing his articles and embarking on a management consulting career, providing guidance to startups and leading turnarounds, before leveraging his entrepreneurial spirit to found a manufacturing company in Zimbabwe, developing a track record of building teams, optimizing processes, driving innovation, and delivering results.
Delinquent Section 16(a) Reports
Our common stock is not registered pursuant to Section 12 of the Exhange Act. Accordingly, our directors, executive officers, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.
Code of Business Conduct
As of December 31, 2023, we have not adopted a Code of Business Conduct within the meaning of Item 406(b) of Regulation S-K.
Board Committees
As of December 31, 2023, we do not have any Board Committees.
Item 11. Executive Compensation
Summary Compensation Table
The following table summarizes the total compensation that the Company paid during the fiscal years ended December 31, 2023 and 2022 to the NEOs, who are the Chief Executive Officer, President, Chief Financial Officer, and our other most highly compensated executive officers who received more than $100,000 in annual compensation from the Company.
| Name and Principal Position | Year | Salary(1) | Cash Bonus | Stock Awards(2) | All Other Compensation | Total |
Jon-Paul Doran— CEO(3) | 2023 2022 | $ ― ― | $ ― ― | $ ― ― | $ ― ― | $ ― ― |
| | | | | | | |
Timothy Ambrose— President(4) | 2023 2022 | $ ― ― | $ ― ― | $ ― ― | $ ― ― | $ ― ― |
| | | | | | | |
Darlington Ganda— Chief Financial Officer(5) | 2023 2022 | $ ― ― | $ ― ― | $ ― ― | $ ― ― | $ ― ― |
| | (1) | None of our management received cash salaries during 2023 or 2022. |
| | (2) | On October 24, 2022, Messrs. Doran, Ambrose, and Ganda each received awards of 14,755,040, 4,746,564, and 152,696, shares of common stock, respectively, . Because of the extremely limited trading volume associated with the Company’s shares in 2022, the no value was ascribed to these awards. |
| | (3) | Appointed on October 17, 2021. | |
| | | | | |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table shows the amount of the Company’s common stock beneficially owned (unless otherwise indicated) as of December 31, 2023, by (1) any person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock, (2) each director of the Company, (3) each named executive officer, and (4) all directors and executive officers as a group. The applicable percentage ownership is based upon 74,417,002 shares of common stock issued and outstanding as of December 31, 2023.
The number of shares of common stock beneficially owned by each entity, person, director/director nominee, or executive officer is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting power or investment power and also any shares that the entity or individual had the right to acquire as of December 31, 2023, or within 60 days after December 31, 2023, through the exercise of any stock option or other right. Unless otherwise indicated, to our knowledge, each individual has sole investment and voting power, or shares such powers with his spouse, with respect to the shares set forth in the table.
Name | Sole Voting and Investment Power | Other Beneficial Ownership | Total | Percent of Class Outstanding |
| Timothy Ambrose | 14,746,564 | — | 14,746,564 | 19.82% |
| Jon-Paul Doran | 24,755,040 | — | 24,755,040 | 33.27% |
| Darlington Ganda(1) | 152,696 | — | 152,696 | * |
| All directors and executive officers as a group (3 persons) | 39,654,300 | — | 39,654,300 | 53.29% |
| * | Indicates less than one percent. |
| | (1) | Mr. Ganda serves as the Company’s Chief Financial Officer. Mr. Ganda is not a director of the Company. |
Item 13. Certain Relationships and Related Transactions and Director Independence
Related-Party Transactions
We follow ASC 850 – Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. When and if we contemplate entering into a transaction in which any executive officer, director, nominee, or any family member of the foregoing would have a direct or indirect interest, regardless of the amount involved, the terms of such transaction are to be presented to our full Board (other than any interested director) for approval, and documented in the Board minutes. Other than as described below, we have had no related party transactions during the two fiscal years ended December 31, 2023.
As of December 31, 2023 and 2022, in connection with the Eco Equity transaction which did not complete, the Company was obligated to related parties for an unsecured, non-interest-bearing demand loan with a balance of $17,500As of December 31, 2023, the $17,500 advance had not been repaid.
In December 2021, Jon-Paul Doran and Timothy Ambrose each acquired 10,000,000 restricted shares of our common stock from First Choice Marketing Group, LLC, which, at the time, was an affiliate of the Company, owning 61.7% of the issued and outstanding shares of our common stock.
On October 24, 2022, we issued an aggregate of 19,654,300 shares of our common stock in exchange for services rendered by directors and officers of the Company as follows:
| · | Jon-Paul Doran – 14,755,040 shares; |
| · | Timothy Ambrose – 4,746,564 shares; and |
| · | Darlington Ganda – 152,696 shares. |
Director Independence
Neither Jon-Paul Doran nor Timothy Ambrose is currently considered to be an independent director.
Item 14. Principal Accountant Fees and Services
Set forth below is a summary of certain fees billed by our independent auditor, RBSM LLP for services for the fiscal years 2023 and 2022, respectively:
| | | | | |
Services Provided | | 2023 | | 2022 |
| Audit fees(1) | | $ | — | | | $ | 35,000 | |
| Audit-related fees | | | — | | | | — | |
| Tax | | | — | | | | — | |
| All other | | | — | | | | — | |
| Total | | $ | ― | | | $ | 35,000 | |
Audit Fees
Audit fees were for professional services rendered in connection with the audit of our annual financial statements set forth in our Annual Reports on Form 10-K, the review of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings.
Audit-Related Fees
Audit-related fees consist of fees billed for professional services for consultation on accounting matters.
Approval of Services Provided by Independent Registered Public Accounting Firm
The Board of Directors has considered whether the services provided under other non-audit services are compatible with maintaining the auditor’s independence and has determined that such services are compatible. The Board of Directors has adopted policies and procedures for pre-approving all non-audit work performed by the external auditors. The Board of Directors will annually pre-approve services in specified accounting areas. The Board of Directors also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.
PART IV
Item 15. Exhibits and Financial Statement Schedules
None.
Item 16. Form 10-K Summary
Not Included.
(a)(2) Exhibits
| | | |
| 3. | Articles of Incorporation or Bylaws |
| | | |
| | (a) | Amended and Restated Articles of Incorporation of the Company.* |
| | | |
| | (b) | Amended and Restated Bylaws of the Company.* |
| | | |
| | | |
| 10. | Material Contracts |
| | | |
| | (a) | Share Purchase Agreement, dated May 8, 2023, between the Company and certain sellers, concerning the acquisition of WLR Farming (Pty) Ltd.] |
| | (b) | 2024 Equity Incentive Plan* |
| | | |
| | | |
| 31. | Rule 13a-14(a)/15d-14(a) Certifications |
| | | |
| | 1. | Certification by Chief Executive Officer* |
| | | |
| | 2. | Certification by Chief Financial Officer* |
| | | |
| 32. | Rule 1350 Certifications |
| | | |
| | 1. | Certification by Chief Executive Officer* |
| | | |
| | 2. | Certification by Chief Financial Officer* |
| | | |
| 101.INS | | Formatted in Inline XBRL (Extensible Business Reporting Language) (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
| | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. |
| | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* Filed herewith
| ** | The certifications furnished in Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned, thereunto duly authorized.
| | | CRUCIAL INNOVATIONS CORP. |
| | | |
| Date: December 9, 2024 | | /S/ JON-PAUL DORAN |
| | | Jon-Paul Doran |
| | | Chief Executive Officer
(Principal 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 and on the dates indicated.
| Signature | | Title | | Date | |
| | | | | | |
| | | | | | |
| /S/ JON-PAUL DORAN | | Director and CEO (Principal Executive Officer) | | December 9, 2024 | |
| Jon-Paul Doran | | | | | |
| | | | | | |
| /S/ TIMOTHY AMBROSE | | Director | | December 9, 2024 | |
| Timothy Ambrose | | | | | |
| | | | | | |
| /S/ DARLINGTON GANDA | | CFO (Principal Financial and Accounting Officer) | | December 9, 2024 | |
| Darlington Ganda | | | | | |
