0001729637false844462-36370.001200000000875358098217475026622662203232203577149148513508105350627P5YP2Y150000003600000.790.790.750.790.790.790.3800017296372025-06-012025-11-300001729637us-gaap:SubsequentEventMember2025-12-012025-12-190001729637us-gaap:SubsequentEventMember2026-01-012026-01-070001729637us-gaap:SubsequentEventMember2026-01-012026-01-090001729637us-gaap:SubsequentEventMemberkarx:ProfessionalServicesMember2026-01-012026-01-070001729637us-gaap:SubsequentEventMember2025-12-190001729637us-gaap:SubsequentEventMember2026-01-070001729637us-gaap:SubsequentEventMemberkarx:ProfessionalServicesMember2026-01-070001729637us-gaap:SubsequentEventMember2026-01-090001729637us-gaap:ConvertibleDebtSecuritiesMember2025-08-022025-08-310001729637karx:TopMember2025-08-310001729637karx:BottomMember2025-08-310001729637us-gaap:ConvertibleDebtSecuritiesMember2025-08-310001729637karx:AssetPurchaseAgreementMember2025-06-0100017296372025-07-022025-07-3100017296372025-08-022025-08-3100017296372025-08-012025-08-050001729637karx:USTaxRegimeMember2025-05-310001729637karx:USTaxRegimeMember2024-05-310001729637karx:ForeignMember2024-06-012025-05-310001729637karx:ForeignMember2023-06-012024-05-310001729637karx:DomesticMember2024-06-012025-05-310001729637karx:DomesticMember2023-06-012024-05-310001729637karx:EmployeesDirectorsOfficersAndConsultantsStockOptionPlanMember2025-06-012025-11-300001729637karx:EmployeesDirectorsOfficersAndConsultantsStockOptionPlanMember2025-11-300001729637karx:EmployeesDirectorsOfficersAndConsultantsStockOptionPlanMember2024-06-012025-05-310001729637karx:EmployeesDirectorsOfficersAndConsultantsStockOptionPlanMember2024-05-022024-05-160001729637karx:EmployeesDirectorsOfficersAndConsultantsStockOptionPlanMember2025-05-310001729637us-gaap:StockOptionMember2025-11-300001729637us-gaap:StockOptionMember2024-06-012025-05-310001729637us-gaap:StockOptionMember2025-05-310001729637karx:CreditPurchaseAgreementMember2025-06-012025-11-300001729637karx:CSinkCreditsMember2025-11-3000017296372024-10-240001729637karx:CreditPurchaseAgreementMember2024-06-012025-05-3100017296372024-10-280001729637karx:CSinkCreditsMember2025-05-3100017296372025-03-012025-03-310001729637karx:ConvertedLoansMemberkarx:BottomMember2025-11-300001729637karx:ConvertedLoansMemberkarx:TopMember2025-11-300001729637karx:StockOptionsMember2025-05-012025-05-220001729637us-gaap:PrivatePlacementMember2024-06-012025-05-310001729637us-gaap:CommitmentsMember2025-06-012025-11-300001729637us-gaap:CommitmentsMemberkarx:BottomMember2025-11-300001729637us-gaap:CommitmentsMemberkarx:TopMember2025-11-300001729637karx:BottomMember2025-11-300001729637karx:TopMember2025-11-300001729637karx:WarrantsMember2025-05-150001729637us-gaap:PrivatePlacementMember2025-05-310001729637karx:ConvertiblePromissoryNotesFiveMemberkarx:BottomMember2025-11-300001729637karx:ConvertiblePromissoryNotesFiveMemberkarx:TopMember2025-11-300001729637karx:ConvertiblePromissoryNotesFiveMember2025-06-012025-11-300001729637karx:ConvertiblePromissoryNotesMemberkarx:TopMember2025-11-300001729637karx:ConvertiblePromissoryNotesMemberkarx:BottomMember2025-11-300001729637karx:ConvertiblePromissoryNotesMember2025-06-012025-11-300001729637karx:PromissoryNotesMember2025-11-300001729637karx:ConvertiblePromissoryNotesTwoMember2024-06-012025-05-310001729637karx:ConvertiblePromissoryNotesTwoMember2025-05-310001729637karx:ConvertiblePromissoryNotesMemberkarx:TopMember2025-05-310001729637karx:ConvertiblePromissoryNotesMemberkarx:BottomMember2025-05-310001729637karx:ConvertiblePromissoryNotesMember2024-06-012025-05-310001729637karx:ConvertiblePromissoryNotesMemberkarx:BottomMember2024-06-012025-05-310001729637karx:PromissoryNotesMember2025-05-310001729637karx:ConvertibleNotesMember2025-06-012025-11-300001729637us-gaap:StockOptionMember2025-06-012025-11-300001729637karx:CocoluvIncMember2025-11-300001729637karx:WarrantsMember2024-06-012025-05-310001729637karx:WarrantsMemberkarx:BottomMember2024-06-012025-05-310001729637karx:TopMemberkarx:WarrantsMember2024-06-012025-05-310001729637karx:WarrantsMemberkarx:BottomMember2025-05-310001729637karx:TopMemberkarx:WarrantsMember2025-05-310001729637karx:TopMember2025-05-310001729637karx:BottomMember2025-05-310001729637karx:CocoluvIncMember2025-05-310001729637karx:ReverseAcquisitionMember2022-02-2100017296372022-02-012022-02-210001729637us-gaap:FairValueInputsLevel3Member2025-11-300001729637us-gaap:FairValueInputsLevel2Member2025-11-300001729637us-gaap:FairValueInputsLevel1Member2025-11-300001729637us-gaap:FairValueInputsLevel3Member2025-05-310001729637us-gaap:FairValueInputsLevel2Member2025-05-310001729637us-gaap:FairValueInputsLevel1Member2025-05-310001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-11-300001729637us-gaap:RetainedEarningsMember2025-11-300001729637us-gaap:AdditionalPaidInCapitalMember2025-11-300001729637us-gaap:CommonStockMember2025-11-300001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-012025-11-300001729637us-gaap:RetainedEarningsMember2025-09-012025-11-300001729637us-gaap:AdditionalPaidInCapitalMember2025-09-012025-11-300001729637us-gaap:CommonStockMember2025-09-012025-11-3000017296372025-08-310001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-08-310001729637us-gaap:RetainedEarningsMember2025-08-310001729637us-gaap:AdditionalPaidInCapitalMember2025-08-310001729637us-gaap:CommonStockMember2025-08-310001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-012025-05-310001729637us-gaap:RetainedEarningsMember2024-06-012025-05-3100017296372025-06-012025-08-310001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-012025-08-310001729637us-gaap:RetainedEarningsMember2025-06-012025-08-310001729637us-gaap:AdditionalPaidInCapitalMember2025-06-012025-08-310001729637us-gaap:CommonStockMember2025-06-012025-08-3100017296372024-11-300001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-11-300001729637us-gaap:RetainedEarningsMember2024-11-300001729637us-gaap:AdditionalPaidInCapitalMember2024-11-300001729637us-gaap:CommonStockMember2024-11-300001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-012024-11-300001729637us-gaap:RetainedEarningsMember2024-09-012024-11-300001729637us-gaap:AdditionalPaidInCapitalMember2024-09-012024-11-300001729637us-gaap:CommonStockMember2024-09-012024-11-300001729637karx:SharesToBeIssuedMember2025-05-310001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-05-310001729637us-gaap:RetainedEarningsMember2025-05-310001729637us-gaap:AdditionalPaidInCapitalMember2025-05-310001729637us-gaap:CommonStockMember2025-05-310001729637us-gaap:AdditionalPaidInCapitalMember2024-06-012025-05-310001729637us-gaap:CommonStockMember2024-06-012025-05-3100017296372024-08-310001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-08-310001729637us-gaap:RetainedEarningsMember2024-08-310001729637us-gaap:AdditionalPaidInCapitalMember2024-08-310001729637us-gaap:CommonStockMember2024-08-3100017296372024-06-012024-08-310001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-012024-08-310001729637us-gaap:RetainedEarningsMember2024-06-012024-08-310001729637us-gaap:AdditionalPaidInCapitalMember2024-06-012024-08-310001729637us-gaap:CommonStockMember2024-06-012024-08-310001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-012024-05-310001729637karx:SharesToBeIssuedMember2024-05-310001729637us-gaap:RetainedEarningsMember2023-06-012024-05-310001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-05-310001729637us-gaap:AdditionalPaidInCapitalMember2023-06-012024-05-310001729637us-gaap:RetainedEarningsMember2024-05-310001729637us-gaap:AdditionalPaidInCapitalMember2024-05-310001729637us-gaap:CommonStockMember2023-06-012024-05-310001729637us-gaap:CommonStockMember2024-05-310001729637karx:SharesToBeIssuedMember2023-06-012024-05-3100017296372023-05-310001729637karx:SharesToBeIssuedMember2023-05-310001729637us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-05-310001729637us-gaap:RetainedEarningsMember2023-05-310001729637us-gaap:AdditionalPaidInCapitalMember2023-05-310001729637us-gaap:CommonStockMember2023-05-3100017296372023-06-012024-05-3100017296372024-06-012024-11-3000017296372024-06-012025-05-3100017296372024-09-012024-11-3000017296372025-09-012025-11-3000017296372024-05-3100017296372025-05-3100017296372025-11-30iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pure

As filed with the Securities and Exchange Commission on January 30, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT ~~UNDER THE SECURITIES ACT OF 1933~~

~~COCOLUV INC. (Exact name of registrant as specified in its charter)~~UNDER

NEVADA		2844		82-2882342
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

THE SECURITIES ACT OF 1933

~~1390 Main Street, Suite 200 San Francisco, California 97204 Telephone: (800) 294~~KARBON-~~8513~~X ~~(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) State Agent & Transfer Syndicate, Inc~~CORP. ~~112 North Curry Street, Carson City, Nevada, 89703-4934 Telephone:~~ (~~775)~~Exact ~~882-1013 (~~Name, ~~address, including zip code, and telephone number, including area code,~~ of ~~agent~~Registrant ~~for service) The proposed date of sale will be~~ as ~~soon~~Specified asin ~~practical~~its ~~after this Registration Statement becomes effective. (Approximate date of commencement of proposed sale to the public~~Charter)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: x

Nevada		87-2882342
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

If6575 ~~this~~West ~~Form~~Loop ~~is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act~~South, ~~please~~Suite ~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o~~500

~~If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act~~Bellaire, ~~check~~TX ~~the following box and list the Securities Act registrations statement number of the earlier effective registration statement for the same offering. o~~77401

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(d)Address ~~under the Securities Act, check the following box and list the Securities Act registration statement number~~ of ~~the~~principal ~~earlier~~executive ~~effective~~offices) ~~registration~~(Zip ~~statement for the same offering. o~~code)

~~Indicate~~Chad by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Clovis

~~Large accelerated filer ¨ Accelerated filer ¨ Non~~Karbon-~~accelerated~~X ~~filer ¨ Smaller reporting company x (Do not check if a smaller reporting company)~~Corp.

~~CALCULATION~~6575 OFWest ~~REGISTRATION~~Loop ~~FEE~~South, Suite 500

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, par value $0.001 per share		3,000,000	$	0.05	$	150,000	$	18.67
Total		3,000,000	$	0.05	$	150,000	$	18.67

Bellaire, TX 77401

~~_________~~(Name and address of agent for service) (844) 462-3637

(1)Telephone ~~Estimated~~number, ~~solely~~including ~~for~~area ~~the~~code, ~~purpose~~ of ~~calculating~~agent ~~the~~for ~~registration fee pursuant to Rule 457(a~~service) ~~and (o) of the Securities Act.~~

~~The~~Copies ~~registrant hereby amends this registration statement on such date or dates as may be necessary~~ to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.:

iiM. Richard Cutler

6575 West Loop South, Suite 500

Bellaire, TX 77401

(713) 888-0040

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 the definitions of “ large accelerated filer, “ “ accelerated filer, “ “ smaller reporting company, “ and “ emerging growth company “ in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed. The Selling Stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated January 30, 2026

PROSPECTUS

~~SUBJECT~~KARBON-X ~~TO COMPLETION~~CORP.

~~The~~This ~~information~~Prospectus in (this ~~prospectus~~“Prospectus”) isrelates ~~not~~to ~~complete and may be changed. The securities may not be sold until~~ the ~~registration~~offer ~~statement~~and ofsale ~~which~~from ~~this~~time ~~prospectus~~to ~~forms~~time ~~a part is declared effective~~ by the ~~SEC.~~Selling ~~This~~Stockholders ~~prospectus~~(the is“Selling ~~not~~Stockholders”) anof ~~offer~~up to ~~sell~~13,814,000 ~~these~~shares ~~securities~~of ~~and~~common itstock, ispar ~~not~~value ~~soliciting an offer to buy these securities in any state where the offer or sale is not permitted~~$0.001 ~~The~~(“Common ~~date~~Stock”), of ~~this~~Karbon-X ~~prospectus~~Corp., isa ~~________________,~~Nevada ~~2018~~corporation.

~~COCOLUV~~We ~~INC~~are registering the resale of (i) 3,108,000 shares of Common Stock that are issuable upon conversion of a Convertible Promissory Note entered into on January 8, 2026 for a total amount of $25,000,000 (the “Note”), between us and Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill” or the “Selling Stockholder”); (ii) 250,000 shares of Common Stock issuable upon exercise of a common stock purchase warrant (the “First Warrant”) issued to Mast Hill in connection with the First Tranche of the Note; and 10,456,000 shares of Common Stock that are issuable under a Convertible Promissory Note entered into on January 8, 2026 for $1,682,000 (the “Maintenance Agreement Note”), between us and Mast Hill entered into in connection a Maintenance Agreement between the Company and Mast Hill on January 7, 2025 (the “Maintenance Agreement”).

3The resale of the 13,~~000~~814,000 ~~SHARES~~shares OFby ~~COMMON~~the ~~STOCK~~Selling Stockholder pursuant to this Prospectus is referred to as the “Offering.”

~~This is the initial offering of common stock of CocoLuv Inc. and no public market currently exists for the securities being offered.~~ We are ~~offering~~not ~~for~~selling ~~sale~~any asecurities ~~total~~under ofthis ~~3,000,000~~Prospectus ~~shares~~and ofwill ~~common~~not ~~stock~~receive atany ~~a fixed price~~ of ~~$0.05 per share. There is no minimum number of shares that must be sold by us for~~ the ~~offering to proceed, and we will retain the~~ proceeds from the sale of ~~any~~shares of ~~the~~Common ~~offered~~Stock ~~shares.~~by ~~The~~the ~~offering~~Selling isStockholder. ~~being~~We ~~conducted on a self-underwritten~~have, ~~best efforts basis~~however, ~~which~~received ~~means~~proceeds ~~our~~from ~~President and Chief Executive Officer, Reymund Guillermo, will attempt to sell~~ the ~~shares.~~First Tranche ~~This~~of ~~prospectus will permit our President and Chief Executive Officer to sell~~ the ~~shares~~Note ~~directly~~in to the ~~public,~~gross ~~with~~amount noof ~~commission or other remuneration payable to him for any shares he may sell. Mr. Guillermo will sell the shares and intends to offer them to friends~~$500, ~~family members and business acquaintances. In offering the securities on our behalf~~000, hemay ~~will~~receive ~~rely~~proceeds ~~on the safe harbor~~ from ~~broker-dealer registration set out in Rule 3a4-1 under~~ the ~~Securities~~proceeds ~~and Exchange Act~~ of ~~1934.~~the ~~The~~remainder ~~shares will be offered at a fixed price~~ of ~~$0.03~~the ~~per~~Note ~~share for a period of one hundred~~ and ~~forty~~may ~~(140)~~receive ~~days~~revenue from the ~~effective~~Maintenance ~~date of this prospectus~~Agreement..

	Offering Price Per Share		Commissions	Net Proceeds to Company if 100% of shares Sold		Net Proceeds to Company if 75% of shares Sold		Net Proceeds to Company if 50% of shares Sold		Net Proceeds to Company if 25% of shares Sold
Common Stock	$	0.05	Not applicable	$	137,481	$	99,981	$	62,481	$	24,981
Total	$	0.05	Not applicable	$	137,481	$	99,981	$	62,481	$	24,981

On January 8, 2026, we entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Mast Hill Fund pursuant to which we entered into the Note and the Warrants. In exchange for a promissory note, Mast Hill agreed to lend the Company up to $25,000,000, which bears interest at a rate of ten percent (10%) per annum, less $2,500,000 original issue discount. On January 8, 2026 we entered into the First Tranche of the Note for a total of $500,000, less $50,000 in original issue discount. less $18,000 in broker fees and less $12,500 in legal fees. From the proceeds of that First Tranche, we paid a previous promissory note to Labrys Fund II, L.P. in the amount of $247,940.30. Each Tranche of the Note shall be due and payable 12 months from the date of issuance. As additional consideration for the First Tranche financing, the Company issued Mast Hill a 5-year warrant to purchase 250,000 shares of Company common stock at a fixed price of $0.001 per share, subject to price adjustments for certain actions, including dilutive issuances below the exercise price of such warrants.

~~CocoLuv~~If ~~Inc.~~(i) isan ~~early~~Event ~~stage~~of ~~Company~~Default ~~and~~(as ~~currently~~defined in the Note) has not occurred under the Note, (ii) no ~~operations.~~event ~~The~~has ~~Company~~occurred isthat, with the passage of time, would be an ~~emerging~~Event ~~growth~~of ~~company~~Default (as defined in the Note) under the Note, ~~but~~(iii) the ~~company~~Common Stock is listed or quoted for trading on a Principal Market (which includes among other markets the OTCQX), (iv) the Company has ~~irrevocably~~not ~~opted~~breached ~~out~~any covenant, agreement, or other term or condition contained in the Transaction Documents, and (v) there is a non-stale registration statement of the ~~extended~~Company, ~~transition~~which ~~period~~was ~~for~~declared ~~complying~~effective by the SEC within one hundred twenty (120) calendar days after the date of this Agreement and contains a Prospectus that complies with ~~new~~Section or5(b) ~~revised~~and ~~accounting~~Section ~~standards~~10 ~~pursuant~~of the Securities Act of 1933, and covers Mast Hill’s immediate resale of all of the Conversion Shares and Warrant Shares with respect to ~~section~~the ~~107~~First Tranche and Second Tranche at prevailing market prices (Band not fixed prices) without any limitation (all of the ~~Jump~~aforementioned ~~Start~~conditions ~~Business~~in ~~Act~~(i) through (v) of ~~2012.~~this ~~Any~~sentence ~~investment~~are inreferred to herein as the ~~shares~~“Additional ~~offered~~Funding ~~herein~~Conditions”), ~~involves~~then, aat ~~high~~the ~~degree~~Company’s option, which may be exercised by giving written notice to Mast Hill within one hundred twenty (120) calendar days after the date of ~~risk.~~this ~~You~~Agreement ~~should~~so ~~only~~long ~~purchase~~the ~~shares~~Additional ifFunding ~~you~~Conditions ~~can~~are ~~afford~~satisfied a(the ~~loss~~“Funding Notice”), Mast Hill shall fund the purchase price of ~~your~~an ~~investment~~additional $450,000.00 ~~Our~~(the ~~independent~~“Second ~~registered~~Tranche”) ~~public~~under ~~accountant~~the ~~has~~Note ~~issued~~within anten ~~audit~~(10) ~~opinion~~calendar ~~for~~days ~~CocoLuv~~after ~~Inc.~~Mast ~~which~~Hill’s ~~includes~~receipt aof ~~statement~~the ~~expressing~~Funding ~~substantial~~Notice ~~doubt~~(the as“Second toTranche ~~our~~Funding ~~ability~~Period”), toand ~~continue~~the asoutstanding aprincipal ~~going~~amount ~~concern~~of the Note shall increase by $500,000.00 upon the Buyer’s funding of the Second Tranche.

~~There~~This ~~has~~Registration ~~been~~Statement ~~no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded~~ on ~~any~~Form ~~exchange or on the over~~S-~~the-counter~~1 ~~market.~~is ~~After~~intended ~~the effective date of the registration statement relating~~ to ~~this~~comply ~~prospectus, we hope to have a market maker file an application~~ with the ~~Financial~~primary ~~Industry~~requirement ~~Regulatory Authority (“FINRA”)~~ for ~~our common stock to be eligible for trading on~~ the ~~Over-the-Counter~~Second ~~Bulletin~~Tranche ~~Board.~~as Wewell doas ~~not have a market maker who has agreed to file such an application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that~~ any ~~market~~further ~~for~~tranches ~~our~~under ~~stock~~the ~~will develop~~Note.

~~The~~On ~~funds~~January ~~raised~~8, 2026 the Company entered into a Maintenance Agreement (the “Maintenance Agreement”), pursuant to which we executed and delivered a promissory note in ~~this~~the ~~offering~~original ~~will~~principal ~~not~~amount beof ~~placed~~$1,682,000 ~~into~~(the an“Maintenance ~~escrow~~Note”), ~~account~~together orwith ~~trust~~interest ~~account~~at 10% per annum and ~~will~~due beand ~~immediately~~payable ~~accessible~~12 tomonths from the ~~Company~~date of issuance.

~~THE~~Pursuant ~~PURCHASE~~to OFthe ~~THE~~Maintenance ~~SECURITIES~~Agreement, ~~OFFERED~~the ~~THROUGH~~Company ~~THIS~~agreed ~~PROSPECTUS~~to ~~INVOLVES~~provide Aproperty ~~HIGH~~and ~~DEGREE~~maintenance OFservices ~~RISK.~~for ~~YOU~~fees ~~SHOULD~~(“Fees”) ~~CAREFULLY~~which ~~READ~~shall ~~AND~~be ~~CONSIDER~~payable ~~THE~~on ~~SECTION~~the OF1st ~~THIS~~business ~~PROSPECTUS~~day ~~ENTITLED~~of each calendar month, beginning on the 1st business day of the calendar month after the date of the Maintenance Agreement and ending on the 1st business day of October 2035, in the amount equal to: Gross rental income from the Facility (“~~RISK~~Rental ~~FACTORS~~Receivables”) ONfrom ~~PAGES 7~~the ~~THROUGH~~immediately 11preceding ~~BEFORE~~calendar ~~BUYING~~month ~~ANY~~minus ~~SHARES~~the OFsum ~~COCOLUV~~of ~~INC.’S~~the ~~COMMON~~following ~~STOCK~~from the immediately preceding calendar month: (i) monthly insurance payments, (ii) taxes, (iii) utilities, and (iv) Third Party Service Provider Fees, if any; minus 5% of the Rental Receivables (collectively, the “Maintenance Reserve”), until such Maintenance Reserve exceeds $50,000 (the “Maintenance Reserve Threshold”); provided, if the Maintenance Reserve is ever less than the Maintenance Reserve Threshold, 5% of the Rental Receivables per month shall again be deducted until the Maintenance Reserve amount again exceeds the Maintenance Reserve Threshold.

~~NEITHER~~The ~~THE~~Selling ~~SECURITIES~~Stockholder ~~AND~~is ~~EXCHANGE~~an ~~COMMISSION~~“underwriter” ~~NOR~~within ~~ANY~~the ~~STATE~~meaning ~~SECURITIES~~of ~~COMMISSION~~Section ~~HAS~~2(a)(11) ~~APPROVED~~of ORthe ~~DISAPPROVED~~Securities OFAct. ~~THESE~~The ~~SECURITIES~~Selling ORStockholder ~~PASSED~~may ~~UPON~~sell ~~THE~~the ~~ADEQUACY~~shares ORof ~~ACCURACY~~Common ORStock ~~ACCURACY~~described OFin ~~THIS~~this ~~PROSPECTUS~~Prospectus in a number of different ways and at varying prices. ~~ANY~~See ~~REPRESENTATION~~“Plan TOof ~~THE~~Distribution” ~~CONTRARY~~for ISmore Ainformation ~~CRIMINAL~~about ~~OFFENSE~~how the Selling Stockholder may sell the shares of Common Stock being registered pursuant to this Prospectus.

~~THE~~We ~~INFORMATION~~will INpay ~~THIS~~the ~~PROSPECTUS~~expenses ISincurred ~~NOT~~in ~~COMPLETED~~registering ~~AND~~the ~~MAY~~shares BEof ~~CHANGED.~~Common WEStock, ~~WILL~~including ~~NOT~~legal ~~SELL~~and ~~THESE~~accounting ~~SECURITIES UNTIL THE REGISTRATION STATEMENT IS FILED WITH THE U~~fees.S. ~~SECURITIES~~See ~~AND~~“Plan ~~EXCHANGE~~of ~~COMMISSION AND HAS BEEN CLEARED OF COMMENTS AND IS DECLARED EFFECTIVE~~Distribution. ~~THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.~~”

3Our principal executive offices are located at 6575 West Loop South, Suite 500, Bellaire, TX 77401.

~~DEALER~~Our ~~PROSPECTUS~~Common ~~DEVIVERLY~~Stock ~~OBLIGATION~~is currently quoted on OTC Market Group, Inc.’s OTCQX Pink tier under the symbol “KARX.” On January 28, 2026, the closing sales prices of the Company’s common stock on the OTCQX was $0.40.

~~Until~~Investing ~~___________, all dealers that effect transactions~~ in ~~these~~our ~~securities,~~common ~~whether~~stock orinvolves ~~not~~a ~~participating~~high indegree ~~this~~of ~~offering, may be required to deliver a prospectus~~risk. ~~This~~See ~~is in addition to~~ the ~~dealer’s~~“Risk ~~obligation~~Factors” tosection ~~deliver~~of athis ~~prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions~~Prospectus.

~~The~~Neither ~~following~~the ~~table~~Securities ofand ~~contents~~Exchange ~~has~~Commission ~~been~~(the ~~designed~~“SEC”) tonor ~~help~~any ~~you~~state ~~find~~securities ~~important~~commission ~~information~~has ~~contained~~approved inor disapproved of these securities or determined if this ~~prospectus.~~Prospectus Weis ~~encourage~~truthful ~~you~~or tocomplete. ~~read~~Any representation to the ~~entire~~contrary ~~prospectus~~is a criminal offense.

The date of this Prospectus is January 30, 2026

TABLE OF CONTENTS

Item	Page No.
	Page
PROSPECTUS SUMMARY		5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
RISK FACTORS		7
PROSPECTUS SUMMARY	3
FORWARD-LOOKING STATEMENTS		12
RISK FACTORS	6
USE OF PROCEEDS		12
DESCRIPTION OF BUSINESS	11
DETERMINATION OF OFFERING PRICE		13
USE OF PROCEEDS	16
DILUTION		13
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS	16
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		14
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
PLAN OF OPERATIONS		14
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
DESCRIPTION OF BUSINESS		17
DIRECTORS AND EXECUTIVE OFFICERS	24
FACILITIES		23
EXECUTIVE COMPENSATION	26
EMPLOYEES AND EMPLOYMENT AGREEMENTS		23
PRINCIPAL STOCKHOLDERS	27
LEGAL PROCEEDINGS		24
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	28
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS		24
DESCRIPTION OF CAPITAL STOCK	28
EXECUTIVE COMPENSATION		25
SELLING STOCKHOLDERS	29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		26
PLAN OF DISTRIBUTION	30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		26
SHARES ELIGIBLE FOR FUTURE SALE	32
PLAN OF DISTRIBUTION		27
LEGAL MATTERS	32
DESCRIPTION OF SECURITIES		27
EXPERTS	32
NEVADA ANTI-TAKEOVER LAWS		28
DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	33
RULE 144 AND REGISTRATION AGREEMENTS		29
WHERE YOU CAN FIND ADDITIONAL INFORMATION	33
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		29
FINANCIAL STATEMENTS	F-1
LEGAL MATTERS		29
INTERESTS OF NAMED EXPERTS AND COUNSEL		29
AVAILABLE INFORMATION		30
CHANGES IN AND DISAGREEENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		30
FINANCIAL STATEMENTS		31

~~Part~~You IIshould –rely ~~INFORMATION~~only ~~NOT~~on ~~REQUIRED~~the INinformation ~~THE~~contained ~~PROSPECTUS~~in this Prospectus. We have not authorized anyone to provide you with information that is different from that contained in this Prospectus. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The information in this Prospectus is complete and accurate only as of the date on the front cover regardless of the time of delivery of this Prospectus or of any sale of our securities.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION			32
INDEMNIFICATION OF DIRECTORS AND OFFICERS			32
RECENT SALES OF UNREGISTERED SECURITIES			32
EXHIBITS			33
UNDERTAKINGS			34
SIGNATURES			36

Table of Contents

WECAUTIONARY ~~HAVE~~NOTE ~~NOT~~REGARDING ~~AUTHORIZED~~FORWARD-LOOKING ANY DELAER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTIN IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CUURENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.STATEMENTS

4Certain ~~Table~~statements included and incorporated by reference in this Prospectus constitute “forward-looking statements” within the meaning of ~~Contents~~Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21B of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Words such as “may,” “should,” “anticipate,” “estimate,” “expect,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance, identify forward-looking statements. Forward-looking statements represent management’s present judgment regarding future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks include, but are not limited to, risks and uncertainties relating to our current cash position and our need to raise additional capital in order to be able to continue to fund our operations; our ability to retain our managerial personnel and to attract additional personnel; competition; our ability to protect intellectual property rights, and any and other factors, including the risk factors identified in the documents we have filed, or will file, with the Securities and Exchange Commission. Please also see the discussion of risks and uncertainties under the caption “Risk Factors.”

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this Prospectus or in any document incorporated herein by reference might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the respective dates of this Prospectus or the date of the document incorporated by reference in this Prospectus. We expressly disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

You should rely only on the information contained in or incorporated by reference in this Prospectus we have authorized to be delivered to you in connection with this offering. We have not authorized anyone to provide you with information that is different. The information contained or incorporated by reference in this Prospectus we authorize to be delivered to you in connection with this offering is accurate only as of the respective dates thereof, regardless of the time of delivery of this Prospectus or of any sale of our securities offered hereby. It is important for you to read and consider all information contained in this Prospectus we authorize to be delivered to you in connection with this offering, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions “Where You Can Find More Information.”

PROSPECTUS SUMMARY

This summary ~~provides~~highlights anmaterial ~~overview of selected~~ information ~~contained~~concerning ~~elsewhere~~our inbusiness and this ~~prospectus~~offering. ItThis summary does not contain all of the information that you should consider before making ayour investment decision. toYou ~~purchase~~should carefully read the ~~shares~~entire weProspectus ~~are~~and ~~offering.~~the ~~You~~information ~~should~~incorporated ~~very~~by ~~carefully~~reference ~~and~~into ~~thoroughly~~this ~~read~~Prospectus, including the ~~more~~information ~~detailed~~presented ~~information~~under inthe ~~this~~section ~~prospectus~~entitled ~~and~~“Risk ~~review~~Factors” ~~our~~and the financial data and related notes, before making an investment decision. This summary contains forward-looking statements ~~contained~~that ~~herein~~involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

ASIn ~~USED~~this INProspectus, ~~THIS~~unless ~~PROSPECTUS,~~the ~~UNLESS~~context ~~THE~~indicates ~~CONTEXT~~otherwise, ~~OTHERWISE~~the ~~REQUIRES~~“Karbon-X Corp..” “Company,” “WEwe,” “USour,” ~~AND~~ “~~OUR~~ours” ~~REFERS~~or TO“us” ~~COCOLUV~~refer ~~INC.~~to ~~THE~~Karbon-X ~~FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU~~Corp., ~~YOU~~a ~~SHOULD~~Nevada ~~READ~~corporation, ~~THE~~and ~~ENTIRE~~its ~~PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK~~subsidiaries. ALL FINANCIAL INFORMATION IS STATED IN UNITED STATES DOLLARS UNLESS OTHERWISE SPECIFIED. OUR FINANCIAL STATEMENTS ARE PREPARED IN ACCORDANCE WITH ACCOUNTING PRINCIPALS GENERALLY ACCEPTED IN THE UNITED STATES.

~~COCOLUV INC.~~Overview

WeKarbon-X ~~are~~Corp an(or ~~emerging~~“Karbon-X” ~~growth~~or ~~stage~~“the ~~company~~Company”) ~~which~~is ~~intends which intends to manufacture, market and sell~~ a ~~product~~public ~~line~~Nevada ofcorporation ~~five~~that ~~(5)~~offers ~~haircare~~investors ~~products~~exposure ~~derived from Virgin Coconut Oil. We currently have no product~~ to ~~sell,~~certified ~~but~~carbon wecredits ~~intend~~which toare ~~create~~ a ~~haircare~~key ~~line~~instrument ofused ~~which~~by ~~will~~both ~~initially~~individuals ~~consist~~and ofcorporations ~~five~~to ~~products;~~achieve ~~three~~their ~~for~~carbon ~~women~~neutral and ~~two~~net-zero ~~for~~carbon ~~men~~goals. ~~Our~~The ~~proposed~~company ~~products~~is ~~will~~environmental, besocial ofand ~~superior~~governance ~~quality~~(ESG) inprincipled ~~that~~and ~~they~~focuses ~~will have of base of Virgin Coconut oil. CocoLuv Inc. was incorporated in Nevada~~ on ~~September~~partnering ~~13,~~with ~~2017.~~high-quality Weprojects ~~intend~~and/or tocompanies ~~use~~that ~~the~~generate ~~net proceeds from this offering to operate our business only until Phase I of our Plan of Operation. Being a development stage company, we have no revenues~~ or ~~operating history. Our principal executive offices~~ are ~~located~~actively atinvolved ~~1390~~in ~~Market~~the ~~Street,~~voluntary ~~Suite~~carbon ~~200,~~credit ~~San Francisco, California 94102-5404~~market. ~~Our phone number is (800) 294-8513.~~

~~From~~Karbon-X ~~inception~~Corp ~~until~~is ~~the~~focused ~~date~~on ofcustomized ~~this~~transactional ~~filing,~~options wefor ~~have~~corporations ~~had~~to nooffset ~~operating~~their ~~activities.~~carbon ~~Our~~footprint ~~financial~~and ~~statements~~provides ~~from~~scalable ~~inception~~access ~~(September~~to ~~13, 2017) through~~ the ~~year~~Verified ~~ended~~Emissions ~~May~~Reduction ~~31,~~markets. ~~2018~~Karbon-X ~~reports~~is nochanging ~~revenues~~the ~~and~~marketing aframework ~~net loss~~ of ~~$1,710.~~traditional ~~Our~~carbon ~~independent~~marketing ~~registered~~by ~~public~~engaging ~~accountant~~with ~~has~~the ~~issued~~public anin ~~audit~~order ~~opinion for CocoLuv Inc. which includes a statement expressing substantial doubt as~~ to ~~our~~fund ~~ability~~multiple toforms ~~continue~~of astechnology-based agreenhouse ~~going~~gas ~~concern~~reduction builds.

~~CocoLuv~~3 ~~Inc.~~Table ~~anticipates that it will derive its income from the sale~~ of its proposed line of haircare products. We do not anticipate earning revenues until such time as we enter into commercial operation. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully assemble, construct and sell any products or services related to our planned activities.Contents

AsCarbon ofCredit ~~the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.~~Generation

Karbon-X Corp has begun purchasing verified carbon credits from numerous vendors and intends to resell these credits to both industry and the general public. The Company has already begun funding projects in order to generate Karbon-X Corp carbon credits of its own. Once verified these projects will generate carbon credits that will be sold on its proprietary APP platform.

Our executive offices are located at 6575 West Loop South, Suite 500, Bellaire, TX 77401, and our telephone number is (844) 462-3637.

Securities Offered:

In order to provide a possible source of funding for our operations, we have entered into a Note and Maintenance Agreement with Mast Hill Fund, L.P.

We are registering the resale of (i) 3,108,000shares of Common Stock that are issuable under a Convertible Promissory Note entered into on January 8, 2026 for a total amount of up to $25,000,000 (the “Note”), between us and Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill” or the “Selling Stockholder”); (ii) 250,000 shares of Common Stock issuable upon exercise of a common stock purchase warrant (the “First Warrant”) issued to Mast Hill in connection with the First Tranche of the Note; and (iii) 10,456,000 shares of Common Stock issuable under a Convertible Promissory Note entered into on January 8, 2026 for $1,682,000 (the “Maintenance Agreement Note”), between us and Mast Hill entered into in connection a Maintenance Agreement between the Company and Mast Hill on January 8, 2026 (the “Maintenance Agreement”).

The number of shares to be sold by Mast Hill in this offering will vary from time-to-time and will depend upon the number of shares converted into common stock purchase to the Note and/or the Maintenance Note and the number of warrants.

The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note, as well as the Maintenance Note shall be convertible into shares of Common Stock (the “Conversion Price”) shall equal the Market Price (as defined in this Note) (subject to adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock as provide in this Note), subject to adjustment as provided in this Note. “Market Price” shall mean 85% of the lowest VWAP (as defined in this Note) of the Common Stock on the Principal Market during the ten (10) Trading Days immediately preceding the respective Conversion Date. The Market Price shall not be less than $0.01 per share (subject to appropriate adjustments for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). “VWAP” shall mean the dollar volume-weighted average price for the Common Stock on the Principal Market during Regular Trading Hours. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of Mast Hill, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by Mast Hill to the par value price. Mast Hill shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Mast Hill’s fees associated with each Notice of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the immediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. “Common Stock Equivalents” means any securities of the Company or the Company’s Subsidiaries (as defined in the Note) which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles Mast Hill to receive, Common Stock.

Table of Contents

Notwithstanding anything to the contrary contained herein, Mast Hill shall not have the right to convert any portion of the Note and/or the Maintenance Note to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, Mast Hill (together with Mast Hill’s affiliates and any other persons acting as a group together with Mast Hill or any of Mast Hill’s affiliates would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder

As of January 23, 2026, we had 88,018,947 outstanding shares of common stock. The number of outstanding shares does not give effect to shares which may be issued pursuant to conversion of the Note, the Maintenance Note or exercise of the Warrants

We will not receive any proceeds from the sale of the shares by Mast Hill. However, we received proceeds from the sale of the First Tranche of the Note to Mast Hill, will potentially receive proceeds from further tranches of sales under the Note and potentially receive revenue from the services provided under the Maintenance Agreement.. We expect to use substantially all the net proceeds for our operations.

Recent Financings

During the year ended May 31, 2025, the Company sold 1,926,742 shares at $.90 per share for total proceeds of $1,712,099.

On January 8, 2026 the Company entered in a promissory note for up to $25,000,000 with Mast Hill Fund, L.P. Also on January 8, 2026 the Company issued the First Tranche of the Note for $500,000 to Mast Hill. In connection with such First Tranche, the Company issued to Mast Hill five-year warrants to purchase up to 250,000 shares at an exercise price of $0.001 per share.

Risk Factors Summary

Our business is subject to a number of risks. You should be aware of these risks before making an investment decision. These risks are discussed more fully in the section of this registration statement titled “Risk Factors”. These risks include, among others, the following:

	·	Our independent accountants have issued a going concern opinion and if we cannot obtain additional financing and/or reduce our operating costs sufficiently, we may have to curtail operations and may ultimately cease to exist.

	·	We will incur losses and there is no guarantee that we will ever become profitable.

	·	We may need additional capital in the future in order to continue our operations.

	·	We launched our products in 2023 and as a company, we have limited sales and marketing experience.

	·	We operate in a highly competitive market. If we do not compete effectively, our prospects, operating results, and financial condition could be adversely affected.

	·	Our business could be harmed if we fail to comply with regulatory requirements and, as a result, are subject to sanctions.

	·	Future conversions or exercises by holders of options could dilute our common stock.

	·	Sales of our common stock by our officers and directors may lower the market price of our common stock.

	·	Our principal Shareholders, Directors and Executive Officers, in the aggregate, beneficially own more than● 50% of our Outstanding Common Stock and these Shareholders, if acting together, will be able to exert substantial influence over all matters requiring approval of our Shareholders.

	·	We do not expect to pay dividends in the foreseeable future.

	·	The market price of our common stock may decline due to Conversion of the Note and Conversion of the Maintenance Note

	·	We have issued a substantial amount of convertible notes which if converted will substantially dilute all of our stockholders.

	·	Our operating results and share price may be volatile and the market price of our common stock after this offering may drop below the price you pay.

Trading Symbol: KARX

Table of Contents

~~THE~~Forward-Looking ~~OFFERING~~Statements

~~CocoLuv~~This ~~Inc.~~Prospectus ~~has~~contains ~~4,000,000~~or ofincorporates ~~common~~by ~~stock~~reference ~~issued~~“forward-looking ~~and outstanding and is registering an additional 3~~statements,~~000,000~~” ~~shares~~as ofthat ~~common~~term ~~stock~~is ~~for~~used ~~offering~~in tofederal ~~the~~securities ~~public.~~laws, ~~The~~concerning ~~Company~~our ~~may~~financial ~~endeavor to sell all 3~~condition,~~000,000~~ ~~shares~~results of ~~common~~operations ~~stock~~and ~~after the registration becomes effective~~business. ~~The~~These ~~price~~statements atinclude, ~~which~~among the Company offers these shares is fixed at $0.05 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. CocoLuv Inc. will receive all proceeds from the sale of the common stock.others:

The Issuer:		CocoLuv Inc.
Securities Being Offered:		3,000,000 shares of common stock
Offering Price:		$0.05 per common share
Minimum number of shares to be sold in this offering:		None
Termination of the Offering:		This offering will conclude at when all the securities offered are sold or within 120 days after the registration statement becomes effective with the Securities and Exchange Commission whichever occurs first. CocoLuv Inc. may at its discretion extend the offering for an additional 60 days. (see Plan of Distribution).
Net Proceeds:		$137,481 (one hundred and thirty-seven thousand four hundred and eighty-one). (The $137,481 is Net of the $12,519 registration costs.)
Use of Proceeds:		See “Use of Proceeds” and the other information in this prospectus.
Outstanding Shares of Common Stock:		There are 4,000,000 shares of common stock issued and outstanding as May 31, 2018 held solely by our President and Chief Executive Officer, Reymund Guillermo
Terms of the offering:		The Company’s president and sole director will sell the common stock upon the effectiveness of this registration statement.
Risk Factors:		See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in our securities. You should rely only upon the information contained in this Prospectus. CocoLuv Inc. has not authorized anyone to provide you with information different from that which is contained in this Prospectus. The Company is offering to sell shares of common stock and seeking offers only in jurisdictions where offers and sales are permitted. The information contained herein is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of the common stock.

	·	statements concerning the benefits that we expect will result from our business activities; and

	·	statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts

~~SUMMARY~~You ~~FINANCIAL~~can ~~INFORMATION~~find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions used in this Prospectus.

~~The~~These ~~tables~~forward-looking statements are subject to numerous assumptions, risks and ~~information~~uncertainties ~~below~~that ~~are~~may ~~derived~~cause our actual results to be materially different from ~~our~~any ~~audited~~future ~~financial~~results expressed or implied in those statements. ~~for~~Because the ~~period~~statements ~~from~~are ~~September~~subject 13to risks and uncertainties, ~~2017~~actual ~~(Inception)~~results may differ materially from those expressed or implied. We caution you not to ~~May~~put 31undue reliance on these statements, ~~2018~~which speak only as of the date of this Prospectus. Further, the information contained in this Prospectus, or incorporated herein by reference, is a statement of our present intention and is based on present facts and assumptions, and may change at any time.

Financial Summary	September 13, 2017 (inception) to May 31, 2018 ($)
Cash and Deposits		4,009
Total Assets		4,009
Total Liabilities		1,719
Total Stockholder’s Equity		2,290

Statement of Operations	September 13, 2017 (inception) to May 31, 2018 ($)
Total Expenses		1,710
Net Loss for the year ended August 31, 2016		(1,710	)
Net Loss per Share		(0.00	)

6 Table of Contents

RISK FACTORS

An investment in our ~~common~~securities ~~stock~~ involves a high degree of risk. ~~You~~Before making an investment decision, you should carefully consider the risks described below. ~~and~~Our ~~the~~business, ~~other~~financial ~~information~~condition, inresults ~~this~~of ~~prospectus~~operations ~~before~~and ~~investing~~cash inflows ~~our~~could ~~common~~be ~~stock.~~materially Ifadversely affected by any of these risks, and the ~~following~~market or trading price of our securities could decline due to any of these risks. ~~occur~~In addition, ~~our~~please ~~business~~read “Disclosure Regarding Forward-Looking Statements” in this Annual Report, ~~operating~~where ~~results~~we describe additional uncertainties associated with our business and ~~financial~~the ~~condition~~forward-looking ~~could~~statements beincluded ~~seriously~~or ~~harmed~~incorporated by reference in this Annual Report. ~~The~~Please ~~trading~~note ~~price~~that ofadditional ~~our~~risks ~~common~~not ~~stock,~~presently ~~when~~known ~~and~~to ifus or that we ~~trade~~currently atdeem aimmaterial ~~later~~may ~~date,~~also ~~could~~impair ~~decline~~our ~~due~~business toand ~~any~~operations. ofIn ~~these~~this ~~risks~~Section, the terms the “Company,” “we”, “our” and ~~you~~“us” ~~may~~refer ~~lose~~to ~~all~~Karbon-X orCorp. ~~part~~as ofwell ~~your~~as ~~investment~~our subsidiary Karbon-X Project, Inc.

~~RISKS~~Risks ~~ASSOCIATED~~Related TOto ~~OUR~~Our ~~BUSINESS~~Operations

WEOur ~~ARE~~auditor Ahas ~~DEVELOPMENT~~indicated ~~STAGE~~in ~~COMPANY~~its ~~BUT~~report ~~HAVE~~that ~~NOT~~there ~~YET~~is ~~COMMENCED~~substantial ~~OPERATIONS~~doubt INabout ~~OUR~~our ~~BUSINESS.~~ability WEto ~~EXPECT~~continue TOas ~~INCUR~~a ~~OPERATING~~going ~~LOSSES~~concern ~~FOR~~as ~~THE~~a ~~FORESEEABLE~~result ~~FUTURE~~of our lack of revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

WeOur ~~were~~auditor ~~incorporated~~has onindicated ~~September 13, 2017, and to date have been involved primarily~~ in ~~organizational~~its ~~activities.~~report Wethat ~~have~~our ~~not~~lack ~~yet~~of ~~commenced~~revenues ~~business~~raises ~~operations.~~substantial ~~Further,~~doubt weabout ~~have not yet fully developed~~ our ~~business~~ability ~~plan, or our management team, nor have we targeted or assembled any real or intangible property rights. Accordingly, we have no way~~ to ~~evaluate~~continue ~~the likelihood that our business will be successful. We have not earned any revenues~~ as ofa ~~the~~going ~~date of this prospectus~~concern. ~~Potential investors should be aware of the difficulties normally encountered by new haircare companies, generally, and the high rate of failure of such enterprises.~~ The ~~likelihood~~financial ofstatements ~~success~~do ~~must~~not ~~be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems~~ include, ~~but~~adjustments ~~are~~resulting ~~not~~from ~~limited to, unanticipated problems relating to~~ the ~~market~~outcome ~~acceptance~~ of athis ~~new brand of widely available haircare products, marketing and distribution problems and challenges, and additional costs and expenses that may exceed current estimates~~uncertainty. ~~Prior~~If ~~to time that~~ we are ~~ready~~unable to ~~market~~generate ~~and distribute our prospective CocoLuv Inc., product(s), we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur~~ significant ~~losses~~revenue ~~into~~or ~~the~~secure ~~foreseeable~~financing ~~future. We recognize that if the effectiveness of our business plan is not forthcoming,~~ we ~~will~~may ~~not~~ be ~~able~~required to ~~continue~~cease ~~business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues~~ or ~~ever~~curtail ~~achieve~~our ~~profitable~~ operations. ~~If we are unsuccessful in addressing these risks, our business will most likely fail.~~

~~WITHOUT~~6 ~~THE~~Table ~~FUNDING~~of ~~FROM THIS OFFERING WE WILL BE UNABLE TO BEGIN TO IMPLEMENT OUR BUSINESS PLAN.~~Contents

~~Our current operating funds are less than necessary to complete our intended operations of acquiring real and/or intangible property.~~ We will ~~need~~incur ~~the~~losses ~~funds~~and ~~from~~there ~~this~~is ~~offering~~no toguarantee ~~begin~~that ~~to operate our business only until Phase I of our Plan of Operation, which requires minimum funding of $150,000. As of May 31, 2018,~~ we ~~had~~will ~~cash~~ever inbecome ~~the amount of $4,009 and liabilities of $1,719~~profitable. ~~We currently do not have any operations and we have no income.~~

WEThere ~~HAVE~~is ~~YET~~no TOguarantee ~~EARN~~that ~~REVENUE~~we will ever become profitable. The costs for research, product development, along with marketing and selling expenses, and the general and administrative expenses, will be principal causes of our costs and/or potential losses. We may never become profitable and if we do not become profitable your investment could be harmed or lost completely.

We ~~have~~may ~~accrued~~need ~~net~~additional ~~losses~~capital ofin ~~$1,719 for~~ the ~~period~~future ~~from our inception on September 13, 2017 to the period ended May 31, 2018, and have no revenues to date. There is no assurance we will ever be able to earn revenue, and~~ in order to ~~develop~~continue ~~and begin to implement~~ our ~~business plan, we will require the funds from this offering~~operations.

~~OUR~~We ~~ABILITY~~obtained TOapproximately ~~SUSTAIN~~$171,000 ~~OUR~~in ~~OPERATIONS~~the ISFirst ~~DEPENDENT~~Tranche ONof ~~OUR~~the ~~ABILITY~~Note TOand ~~RAISE~~have ~~FINANCING~~obtained approximately $1.7 million in our recent private placements which we are using for development and operations. However, if in the future we do not turn profitable or generate cash from operations and additional capital is needed to support operations, economic and market conditions may make it difficult or impossible to raise additional funds through debt or equity financings. If funds are not sufficient to support operations, we may need to pursue additional financings or reduce expenditures to meet our cash requirements. If we do obtain such financing, we cannot assure that the amount or the terms of such financing will be as attractive as we may desire, and your equity interest in the company may be diluted considerably. If we are unable to obtain such financing when needed, or if the amount of such financing is not sufficient, it may be necessary for us to take significant cost saving measures or generate funding in ways that may negatively affect our business in the future. To reduce expenses, we may be forced to make personnel reductions or curtail or discontinue development programs. To generate funds, it may be necessary to monetize future royalty streams, sell intellectual property, divest of technology platforms or liquidate assets. However, there is no assurance that, if required, we will be able to generate sufficient funds or reduce spending to provide the required liquidity. Long-term capital requirements will depend on numerous factors, including, but not limited to, the status of collaborative arrangements, the progress of research and development programs and the receipt of revenues from sales of products. Our ability to achieve and/or sustain profitable operations depends on a number of factors, many of which are beyond our control.

We ~~require~~launched ~~minimum funding of approximately $150,000 to begin to implement Phase I~~ our ~~business~~products ~~plan.~~in ~~This~~2023 ~~sum of funding however, is not ideal~~ and ~~may~~as greatly reduce or prevent us from ever implementing Phase I or II of our proposed business plan. Expenditures over the next 24 months are therefore expected to exceed the sum of both our cash on hand and amount to be raised in this offering. If we experience such a ~~shortage of funds prior to funding during the next 12 months~~company, we ~~may~~have ~~utilize~~limited ~~funds~~sales ~~from Mr. Reymund Guillermo, our chief executive officer~~ and ~~sole~~marketing director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the companyexperience. ~~We will require $25,000 of the funds from this offering to proceed.~~

IfWe wesoft-launched ~~are~~our ~~successful~~APP in ~~raising~~early ~~$25~~2023 and it was completed and made publicly available in March 2025,~~000~~ ofand ~~the~~although ~~funds~~we ~~from~~have ~~this~~hired ~~offering~~highly qualified personnel with specialized expertise, as a company, we ~~plan~~have tolimited ~~commence~~experience ~~activities~~commercializing products on our own. In order to ~~raise~~commercialize the ~~funds~~app ~~required~~and ~~for~~our ~~the~~carbon ~~development~~credits ~~program~~business, we have to build our sales, marketing, distribution, managerial and other non-technical capabilities and make arrangements with third parties to perform these services when needed. We ~~cannot~~may ~~provide~~have ~~investors~~to ~~with~~hire ~~any~~sales ~~assurance~~representatives ~~that~~and district managers to fill sales territories. To the extent we ~~will~~rely beon ~~able~~third parties to ~~raise~~commercialize ~~sufficient~~our ~~funds~~business, towe ~~proceed~~may ~~with~~receive ~~any~~less ~~work~~revenues or ~~activities~~incur more expenses than if we had commercialized the products ourselves. In addition, we may have limited control over the sales efforts of any third parties involved in our ~~development~~commercialization ~~program~~efforts. WeIf ~~plan~~we are unable to ~~raise~~successfully ~~additional~~implement ~~funding~~our ~~for~~commercial ~~development~~plans and drive adoption by ~~way~~patients and physicians of aour ~~private~~products ~~debt~~through our sales, marketing and commercialization efforts, or ~~equity~~if ~~financing~~our partners fail to successfully commercialize our products, ~~but~~then we may not be able to generate sustainable revenues from product sales which will have a material adverse effect on our business and future product opportunities. Similarly, we may not ~~commenced~~be ~~any~~successful ~~activities~~in establishing the necessary commercial infrastructure, including sales representatives, wholesale distributors, legal and regulatory affairs teams. The establishment and development of commercialization capabilities to ~~raise~~market ~~such~~our ~~funds~~products has been and will continue to be expensive and time-consuming. As we continue to develop these capabilities, we will have noto ~~current~~compete ~~plans~~with onother ~~how~~companies to ~~raise~~recruit, ~~such~~hire, ~~funds~~train and retain sales and marketing personnel. If we have underestimated the necessary sales and marketing capabilities or have not established the necessary infrastructure to support successful commercialization, or if our efforts to do so take more time and expense than anticipated, our ability to market and sell our products may be adversely affected.

Commercialization of our products will require significant resources, and if we do not achieve the sales expected, we may lose the substantial investment made in our products.

We are continuing to make substantial expenditures commercializing our products. We are devoting substantial resources to building our research and development for our APP. We have and expect to continue to devote substantial resources to establish and maintain a marketing capability for our products. If we are unsuccessful in our commercialization efforts and do not achieve the sales levels of our products that we expect, we may be unable to recover the large investment we have made in research, development, and marketing efforts, and our business and financial condition could be materially adversely affected.

Table of Contents

~~THERE~~We ISrely Aon ~~SUBSTANTIAL~~third ~~DOUBT~~parties ~~ABOUT~~to ~~OUR~~perform ~~ABILITY~~many TOnecessary ~~CONTINUE~~services ASfor Aour ~~GOING~~products, ~~CONCERN~~including services related to the distribution and invoicing.

~~PLS~~We ~~CPA,~~have Abegun ~~Professional~~to ~~Corporation,~~retain ~~our~~and ~~independent~~partner ~~registered~~with ~~public~~third-party ~~accountant,~~service ~~has~~providers ~~expressed~~to ~~substantial~~perform ~~doubt~~a ~~about~~variety ~~our~~of ~~ability~~functions related to ~~continue~~the assale aand ~~going~~distribution ~~concern.~~of ~~This~~our ~~opinion~~products, ~~could~~key ~~materially~~aspects ~~limit~~of which are out of our ~~ability~~direct control. If these third-party service providers fail to ~~raise~~comply ~~additional~~with ~~funds~~applicable bylaws ~~issuing~~and ~~new~~regulations, ~~debt~~fail orto ~~equity~~meet ~~securities~~expected deadlines, or otherwise. Ifdo wenot ~~fail~~carry out their contractual duties to ~~raise~~us, ~~sufficient~~or ~~capital~~encounter ~~when~~physical ~~needed~~damage or natural disaster at their facilities, weour ~~will~~ability ~~not~~to bedeliver ~~able~~product to ~~complete~~meet ~~our~~commercial ~~business~~demand ~~plan.~~would Asbe asignificantly ~~result~~impaired. In addition, we may ~~have~~utilize third parties to ~~liquidate~~perform ~~our~~various ~~business~~other services for us relating to sample accountability and ~~you~~regulatory ~~may~~monitoring, ~~lose~~including ~~your~~adverse ~~investment~~event reporting, safety database management and other product maintenance services. ~~You~~If ~~should~~the ~~consider~~quality or accuracy of the data maintained by these service providers is insufficient, our ~~independent~~ability ~~registered~~to ~~public~~continue ~~accountant’s~~to ~~comments~~market ~~when~~our ~~determining~~products ifcould anbe ~~investment~~jeopardized inor ~~CocoLuv~~we ~~Inc~~could be subject to regulatory sanctions. isWe ~~suitable~~do not currently have the internal capacity to perform these important commercial functions, and we may not be able to maintain commercial arrangements for these services on reasonable terms.

WEThe ~~ARE~~failure Aof ~~RECENTLY~~any ~~ORGANIZED~~of ~~EARLY~~our ~~STAGE~~third-party ~~COMPANY~~distributors ~~BUT~~to ~~HAVE~~market, ~~NOT~~distribute ~~YET~~and ~~COMMENCED~~sell ~~OPERATIONS~~our INproducts ~~OUR~~as ~~BUSINESS.~~planned WEmay ~~EXPECT~~result TOin ~~INCUR~~us ~~OPERATING~~not ~~LOSSES~~meeting ~~FOR~~revenue ~~THE~~and ~~FORESEEABLE~~profit ~~FUTURE~~targets.

WeIf ~~were~~one ~~incorporated on…and to date we have been involved primarily in organizational activities… Further, we have not yet fully developed our business plan,~~ or ~~our~~more ~~management~~of ~~team,~~these ~~nor~~distributors ~~have~~fail ~~we targeted or assembled any real or intangible property rights. Accordingly, we have no way~~ to ~~evaluate~~pursue the ~~likelihood~~development ~~that~~or ~~our~~marketing ~~business will be successful. We have not earned any revenues as~~ of the ~~date~~products ofas ~~this~~planned, ~~prospectus.~~our ~~Potential~~revenues ~~investors should be aware of the difficulties normally encountered by a new niche market online sales activities~~ and ~~the~~profits ~~high~~may ~~rate~~not ofreach ~~failure~~expectations ~~for~~or ~~such~~may ~~enterprises~~decline. The ~~likelihood~~success of ~~success~~the ~~must~~marketing beorganizations ~~considered in light~~ of ~~the~~our ~~problems~~partners, ~~expenses,~~as ~~difficulties,~~well ~~complications~~as ~~and delays encountered in connection with~~ the ~~operations~~level ~~that~~of wepriority ~~plan~~assigned to ~~undertake.~~the ~~These~~marketing ~~potential~~of ~~problems~~the ~~include,~~products ~~but~~by ~~are~~these ~~not limited to~~entities, ~~unanticipated~~which ~~problems~~may ~~relating~~differ tofrom ~~production, the market acceptance of~~ our ~~product~~priorities, ~~online store, developing relationships with suppliers, distribution and challenges, and additional costs and expenses that~~ may ~~exceed~~determine ~~current~~the ~~estimates.~~success ~~Prior~~of tothe ~~time that we are ready to market our prospective~~ product, ~~we anticipate that CocoLuv Inc~~sales. ~~will~~Competition ~~incur~~in ~~increased~~this ~~operating~~market ~~expenses~~could ~~without~~also ~~realizing~~force ~~any~~us ~~revenues. We expect~~ to ~~incur~~reduce ~~significant losses into~~ the ~~foreseeable~~prices ~~future. We recognize that if the effectiveness~~ of our ~~business~~products ~~plan~~below iscurrently ~~not~~planned ~~forthcoming~~levels, ~~we will not be able to continue business operations. There is no operating history upon~~ which tocould ~~base~~adversely ~~any~~affect ~~assumption~~our asrevenues ~~to the likelihood that we will prove successful~~ and itfuture ~~is doubtful that we will generate any operating revenues or ever achieve profitable operations~~profitability. ~~If we are unsuccessful in addressing these risks, our business will most likely fail.~~

~~BECAUSE~~If OFwe ~~THE~~cannot ~~SPECIFIC~~develop ~~DIFFICULTIES~~and ~~AND~~market ~~UNCERTAINTIES~~our ~~INHERENT~~products TOas ~~MANUFACTURING~~rapidly ~~RELATED~~or TOcost-effectively ~~INGREDIENT~~as ~~DEPENDENT~~our ~~PRODUCTS~~competitors, ~~THE~~we ~~COMPANY~~may ~~FACES~~never Abe ~~HIGH~~able ~~RISK~~to OFachieve ~~BUSINESS~~profitable ~~FAILURE~~operations.

~~You~~Our ~~should be aware of the difficulties normally encountered by new hair product companies and the high rate of failure of such businesses. The likelihood of~~ success ~~must~~depends, ~~be considered~~ in ~~light of the problems~~part, ~~expenses,~~upon ~~difficulties~~maintaining ~~and~~a ~~delays~~competitive ~~encountered~~position in ~~connection with~~ the ~~plan~~development ~~that the Company intends to undertake. These potential problems include possible issues with our intended manufacturer and supplier~~ of ~~our proposed line of hair~~ products,. ~~marketing~~If ofwe ~~the~~cannot ~~proposed~~maintain ~~line~~competitive of products and ~~engagement~~technologies, ~~of the services of personnel with the unique skills required to increase~~ our ~~operations as business begins to scale up. In addition, unforeseen additional costs and expenses that may exceed the~~ current ~~estimates. Our plan for entering into an agreement with an advertising~~ and ~~marketing~~potential ~~firm~~distribution orpartners ~~expert~~may ~~that~~choose ~~possess the unique knowledge in the field of hair care products~~ to ~~create~~adopt ~~a campaign that is achievable and profitable may be unattainable if we cannot find or afford~~ the appropriate firm or expert or if such firm or expert is unavailable at the time we require. There is no certainty that any expenditures made in the development of the plan or any related operations, will result in the generation of a commercially viable CocoLuv Inc. hair care product line or products. ~~Problems such as unusual or unexpected production and marketing problems and delays are common and often result in unsuccessful development efforts. If the result~~ of our ~~current plan does not generate achievable commercial solutions, we may decide to abandon our development program for CocoLuv Inc~~competitors. ~~proposed hair care product line.~~ Our ~~ability~~competitors tomay ~~continue to~~ develop ~~will~~products bethat ~~dependent~~are ~~upon~~more ~~our~~effective ~~possessing~~or ~~adequate~~are ~~capital~~less ~~resources~~costly ~~when~~than ~~needed. If no funding is available, we may be forced to abandon~~ our ~~operations~~products.

WESome ~~INTEND~~of TOour ~~SOURCE~~competitors ~~OUR~~have ~~PRODUCTS~~significantly ~~PRIMARILY~~greater ~~FROM~~financial ~~THE~~resources ~~PHILIPPINES.~~and ~~OUR~~expertise ~~ABILITY~~in TOresearch ~~EARN~~and ~~REVENUES~~development, ~~COULD~~manufacturing, BEand ~~DISRUPTED~~marketing IFand ~~OUR~~distribution ~~SUPPLIER(S)~~than NOwe ~~LONGER WANT TO PROVIDE US WITH OUR PRODUCT OR CANNOT PROVIDE US WITH OUR PRODUCTS DUE TO EXTENUATING TERRITORIAL CIRCUMSTANCES~~do.

~~Our~~Others ~~hair~~may ~~products~~bring ~~are~~infringement ~~intended~~claims toagainst be sourced, manufactured and produced from the Philippines. We expect to rely on one manufacturer/supplier and have one as a backup for security of supply chain purposes. In the event that either of our suppliers cannot or will not provide us ~~with our products~~, wewhich ~~may~~could be ~~forced~~time-consuming to find alternative supplies. We cannot guarantee that we will be able to obtain our products or products of similar quality from alternate suppliers. Failure to obtain alternative sources will disrupt our operations and ~~hinder~~expensive ~~our ability~~ to ~~generate revenues~~defend.

~~OUR~~Third ~~BUSINESS~~parties ISmay ~~SUBJECT~~claim TOthat ~~MANY~~the ~~REGULATIONS~~use ~~AND~~or ~~NONCOMPLIANCE~~sale ISof ~~COSTLY~~our technologies infringe their patent rights. As with any litigation where claims may be asserted, we may have to seek licenses, defend infringement actions or challenge the validity of those patents in the patent office or the courts. If these are not resolved favorably, we may not be able to continue to develop and commercialize our product candidates. Even if we were able to obtain rights to a third party’s intellectual property, these rights may be non-exclusive, thereby giving our competitors potential access to the same intellectual property. If we are found liable for infringement or are not able to have these patents declared invalid or unenforceable, we may be liable for significant monetary damages, encounter significant delays in bringing products to market or be precluded from participating in the development, use or sale of products covered by patents of others. Any litigation could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations. We may not have identified, or be able to identify in the future, U.S. or foreign patents that pose a risk of potential infringement claims. Ultimately, we may be unable to commercialize some of our product candidates as a result of patent infringement claims, which could potentially harm our business.

The production, marketing and sale of our beverage products are subject to the rules and regulations of various federal, state and local health agencies. If a regulatory authority finds that a current or future product or production run is not in compliance with any of these regulations, we may be fined, or production may be stopped, thus adversely affecting our financial conditions and operations. Similarly, any adverse publicity associated with any noncompliance may damage our reputation and our ability to successfully market our products. Furthermore, the rules and regulations are subject to change from time to time and while we closely monitor developments in this area, we have no way of anticipating whether changes in these rules and regulations will impact our business adversely. Additional or revised regulatory requirements, whether labeling, environmental, tax or otherwise, could have an adverse effect on our business, financial condition and results of operations.

Table of Contents

ASOur WEbusiness ~~UNDERTAKE~~could ~~DEVELOPMENT~~be OFharmed ~~OUR~~if ~~PLAN~~we ~~AND~~fail ~~RELATED~~to ~~ACTIVITIES,~~comply WEwith ~~WILL~~regulatory BErequirements ~~SUBJECT~~and, TOas ~~COMPLIANCE~~a ~~WITH~~result, ~~GOVERNMENT~~are ~~REGULATION~~subject ~~THAT~~to ~~MAY INCREASE THE ANTICIPATED COST OF OUR DEVELOPMENT PROGRAM~~sanctions.

~~There~~If iswe, aor ~~risk~~companies ~~that~~with ~~new~~whom ~~regulations~~we ~~could~~are ~~increase~~developing ~~our~~technologies ~~costs~~or ofproducts ~~doing~~on ~~business and prevent us from carrying out~~ our ~~development~~behalf, ~~program.~~fail ~~The~~to ~~amount~~comply ofwith ~~these~~applicable ~~costs~~regulatory isrequirements, ~~not known at this time as we do not know~~ the ~~extent~~companies, ofand ~~the development program that will be undertaken beyond completion of the recommended work program. If regulatory costs exceed our cash reserves~~ we, may be ~~unable~~subject to ~~complete~~sanctions, ~~our~~including ~~development~~the ~~program~~following: ~~and have to abandon our operations.~~

~~BECAUSE~~· ~~OUR~~warning ~~PRESIDENT~~letters; ~~AND~~· ~~CHIEF~~fines; ~~EXECUTIVE~~· ~~OFFICER~~injunctions; ~~DOES~~· ~~NOT~~total ~~HAVE~~or ~~ANY~~partial ~~FORMAL~~suspension ~~TRAINING~~of ~~SPECIFIC~~production; TO· ~~THE~~criminal ~~TECHNICALITIES OF BEVERAGE MARKETING AND DISTRIBUTING THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL~~prosecutions.

~~Our~~We ~~President~~may ~~and~~incur ~~Chief~~liabilities ~~Executive~~that ~~Officer~~are ~~is Reymund Guillermo. Mr. Guillermo has no direct training or experience in the beverage development, production, marketing and distribution business, and our management may~~ not becovered ~~fully~~by ~~aware of the specific requirements related to working within this industry~~Insurance. ~~Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry.~~

~~BECAUSE~~While ~~OUR~~we ~~CURRENT~~intend ~~PRESIDENT~~to ~~AND~~seek ~~CHIEF~~to ~~EXECUTIVE~~maintain ~~OFFICER~~appropriate ~~HAS~~levels ~~OTHER~~of ~~BUSINESS~~insurance, ~~INTERESTS~~not all claims are insurable and we may experience major incidents of a nature that are not covered by insurance or not covered adequately by insurance. In some cases, HEwe ~~MAY~~have ~~NOT~~determined BEthat ~~ABLE~~the ORcosts ~~WILLING~~of TOinsuring ~~DEVOTE~~for Athese ~~SUFFICIENT~~risks ~~AMOUNT~~and OFthe ~~TIME~~difficulties TOassociated ~~OUR~~with ~~BUSINESS~~acquiring ~~OPERATIONS~~such insurance on commercially reasonable terms make it impractical for us to have such insurance. We intend to maintain an amount of insurance protection that we believe is adequate, ~~CAUSING~~but ~~OUR~~there ~~BUSINESS~~can TObe ~~FAIL~~no assurance that such insurance will continue to be available on acceptable terms or that our insurance coverage will be sufficient or effective under all circumstances and against all liabilities to which we may be subject. If we were to incur substantial losses or liabilities due to fire, explosions, floods, other natural disasters or accidents or business interruption, our results of operations could be materially and adversely affected. We could, for example, be subject to substantial claims for damages upon the occurrence of several events within one calendar year. In addition, our insurance costs may increase over time in response to any negative development in our claims history or due to material price increases in the insurance market in general.

~~Reymund~~Risks ~~Guillermo,~~Related ~~our President and Chief Executive Officer, currently devotes approximately ten hours per week providing management services~~ to ~~us. While he presently possesses adequate time to attend to~~ our ~~interest,~~Common itStock isand ~~possible~~this ~~that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business~~Offering. ~~The loss of Mr. Guillermo to our company could negatively impact our business development.~~

~~RISKS~~Future ~~ASSOCIATED~~conversions ~~WITH~~or ~~THIS~~exercises ~~OFFERING~~by holders of options could dilute our common stock.

WEPurchasers ~~ARE~~of ANour ~~“EMERGING~~common ~~GROWTH~~stock ~~COMPANY”~~will ~~AND~~experience WEdilution ~~CANNOT~~of BEtheir ~~CERTAIN~~investment IFupon ~~THE~~exercise ~~REDUCED~~of ~~DISCLOSURE~~the ~~REQUIREMENTS~~employee ~~APPLICABLE~~stock TOoption ~~EMERGING~~and ~~GROWTH~~other ~~COMPANIES~~stock ~~WILL~~options ~~MAKE~~or ~~OUR~~issued ~~COMMON~~common ~~STOCK LESS ATTRACTIVE TO INVESTORS~~shares.

WeSales ~~are an “emerging growth company,” as defined in the Jumpstart our Business Start-ups Act~~ of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock ~~less~~by ~~attractive because we will rely on these exemptions. If some investors find~~ our ~~common~~officers ~~stock~~and ~~less~~directors ~~attractive as a result, there~~ may belower athe ~~less active trading~~ market ~~for~~price of our common stock ~~and our stock price may be more volatile~~.

~~Under~~Our ~~the~~officers ~~Jumpstart~~and directors beneficially own a significant aggregate of shares of our ~~Business~~outstanding ~~Start-ups~~common ~~Act~~stock. If our officers and directors, weor ~~will~~other ~~remain~~significant anstockholders, ~~“emerging~~sell ~~growth~~a ~~company”~~substantial ~~until~~amount of our common stock, it could cause the ~~earliest~~market price of: our common stock to decrease.

·We ~~the~~do ~~last~~not ~~day~~expect ofto ~~the~~pay ~~fiscal~~dividends year during which we have total annual gross revenues of $1 billion or more; · the last day of the fiscal year following the fifth anniversary of the completion of this offering; · the date on which we have, during the previous three-year period, issued more than $1 billion in ~~non-convertible debt; and ·~~ the ~~date~~foreseeable ~~on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, or the Exchange Act~~future.

~~Under the Jumpstart Our Business Start-ups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies.~~ We ~~have~~intend ~~irrevocably elected not~~ to ~~avail~~retain ~~ourselves~~any toearnings ~~this~~in ~~exemption~~the ~~from~~foreseeable ~~new~~future orfor ~~revised~~our ~~accounting~~continued ~~standards~~growth and, ~~therefore~~thus, wedo ~~will~~not beexpect ~~subject~~ to ~~the~~declare ~~same new~~ or ~~revised~~pay ~~accounting~~any ~~standards~~cash asdividends ~~other~~in ~~public~~the ~~companies~~foreseeable ~~that are not “emerging growth companies~~future.”

Anti-takeover effects of certain certificate of incorporation and bylaw provisions could discourage, delay or prevent a change in control.

Our certificate of incorporation and bylaws could discourage, delay or prevent persons from acquiring or attempting to acquire us. Our certificate of incorporation authorizes our board of directors, without action of our stockholders, to designate and issue preferred stock in one or more series, with such rights, preferences and privileges as the board of directors shall determine. In addition, our bylaws grant our board of directors the authority to adopt, amend or repeal all or any of our bylaws, subject to the power of the stockholders to change or repeal the bylaws. In addition, our bylaws limit who may call meetings of our stockholders.

Table of Contents

~~THE~~The ~~TRADING~~applicability INof ~~OUR~~“penny ~~SHARES~~stock ~~WILL~~rules” BEto ~~REGULATED~~broker-dealer BYsales ~~THE~~of ~~SECURITIES~~our ~~AND~~common ~~EXCHANGE~~stock ~~COMMISSION~~may ~~RULE~~have ~~15G-9~~a ~~WHICH~~negative ~~ESTABLISHED~~effect ~~THE~~on ~~DEFINITION~~the OFliquidity Aand ~~“PENNY~~market ~~STOCK~~price of our common stock.”

~~The~~Trading ~~shares~~in ~~being~~our ~~offered~~shares ~~are~~is ~~defined~~subject asto athe “penny stock ~~under~~rules” ~~the~~adopted ~~Securities~~pursuant ~~and~~to ~~Exchange~~Rule ~~Act~~15g-9 of ~~1934, as amended (~~the “Exchange Act”), ~~and~~which ~~rules~~apply ofto ~~the~~companies ~~Commission.~~that ~~The~~are ~~Exchange~~not ~~Act~~listed ~~and~~on ~~such~~an ~~penny~~exchange ~~stock~~and ~~rules~~whose ~~generally~~common ~~impose~~stock ~~additional~~trades ~~sales~~at ~~practice~~less ~~and~~than ~~disclosure~~$5.00 ~~requirements~~per onshare ~~broker-dealers~~or ~~who~~which ~~sell~~have ~~our~~a ~~securities~~tangible tonet ~~persons~~worth ~~other~~of less than ~~certain~~$5,000,000, ~~accredited~~or ~~investors who are~~$2, ~~generally~~000,000 ~~institutions~~if ~~with~~they ~~assets~~have inbeen ~~excess~~operating offor ~~$5,000,000~~three or ~~individuals~~more ~~with~~years. ~~net~~The ~~worth~~penny instock ~~excess~~rules ofimpose ~~$1,000,000~~additional orsales ~~annual~~practice ~~income~~requirements ~~exceeding~~on ~~$200,000~~broker-dealers ~~($300,000~~which ~~jointly~~sell ~~with~~such ~~spouse),~~securities orto inpersons ~~transactions~~other ~~not~~than ~~recommended~~established bycustomers ~~the~~and ~~broker-dealer~~institutional accredited investors. For transactions covered by ~~the~~this ~~penny stock rules~~rule, a broker -dealer must make ~~certain~~a ~~mandated~~special ~~disclosures~~suitability indetermination ~~penny~~for ~~stock~~the ~~transactions,~~purchaser ~~including~~and ~~the~~have ~~actual~~received ~~sale~~the orpurchaser’s ~~purchase~~written ~~price~~consent ~~and~~to ~~actual~~the ~~bid~~transaction ~~and~~prior ~~offer~~to ~~quotations~~sale. Consequently, the ~~compensation~~penny tostock berules ~~received~~may byaffect the ability of broker-~~dealer~~dealers ~~and~~to ~~certain~~sell ~~associated~~shares ~~persons,~~of common stock and ~~deliver~~may ~~certain~~affect ~~disclosures~~the ~~required~~ability byof shareholders to sell their shares in the ~~Commission.~~secondary ~~Consequently~~market, ~~the~~as ~~penny~~compliance ~~stock~~with such rules may ~~make~~delay itand/or ~~difficult~~preclude ~~for~~certain ~~you~~trading totransactions. ~~resell~~The ~~any~~rules ~~shares~~could ~~you~~also ~~may~~have ~~purchase,~~an ifadverse ateffect ~~all~~on the market price of our common stock.

WEThese ~~ARE~~disclosure ~~SELLING~~requirements ~~THIS~~may ~~OFFERING~~have ~~WITHOUT~~the ANeffect ~~UNDERWRITER~~of ~~AND~~reducing ~~MAY~~the BElevel ~~UNABLE~~of TOtrading ~~SELL~~activity ~~ANY~~in ~~SHARES~~the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for shareholders to dispose of their shares. You may also find it difficult to obtain accurate information about, and/or quotations as to the price of our common stock.

~~This~~We ~~offering~~have isconsiderable ~~self-underwritten,~~discretion ~~that~~as ~~is, we are not going~~ to ~~engage~~ the ~~services~~use of ~~an underwriter to sell~~ the ~~shares;~~Net weProceeds ~~intend~~from ~~to sell our shares through our President and Chief Executive Officer, who will receive no commissions. He will offer~~ the ~~shares~~Note ~~to friends, family members,~~ and ~~business associates; however, there is no guarantee that he will be able to sell any of~~ the ~~shares.~~potential ~~Unless~~revenue hefrom ~~is successful in selling all of~~ the ~~shares~~Maintenance Agreement and we ~~receive the proceeds from this offering, we~~ may ~~have~~use tothese ~~seek~~proceeds ~~alternative~~in ~~financing~~ways towith ~~operate our business as per our proposed Phase I of our Plan of Operation,~~ which ~~requires~~you ~~minimum~~may ~~funding~~not ~~of $150,000~~agree. ~~Phase II requires an additional $250,000~~

~~OUR~~Our ~~OFFICERS~~management ~~AND~~will ~~DIRECTORS~~have ~~MAY~~broad ~~HAVE~~discretion Ain ~~CONFLICT~~the OFway ~~INTEREST~~that ~~WITH~~we ~~THE~~use ~~MINORITY~~the ~~SHAREHOLDERS~~net ATproceeds ~~SOME~~of ~~TIME~~from INthe ~~THE~~Note ~~FUTURE~~and potentially the revenue from the Maintenance Agreement. ~~SINCE~~We ~~THE~~intend ~~MAJORITY~~to OFuse ~~OUR~~the ~~SHARES~~net OFproceeds ~~COMMON~~primarily ~~STOCK~~to ~~ARE~~enhance ~~OWNED~~and BYexpand ~~OUR~~our ~~PRESIDENT~~business ~~AND~~operations ~~CHIEF~~and ~~EXECUTIVE~~for ~~OFFICER~~general corporate purposes. However, ~~AND~~the ~~SOLE~~proceeds ~~DIRECTOR~~may not be invested effectively or in a manner that yields a favorable or any return, ~~OUR~~and ~~OTHER~~consequently, ~~STOCKHOLDERS~~this ~~MAY~~could ~~NOT~~result BEin ~~ABLE~~financial TOlosses ~~INFLUENCE~~that ~~CONTROL~~could OFhave ~~THE~~a ~~COMPANY~~material ORadverse ~~DECISION~~effect ~~MAKING~~on BYour ~~MANAGEMENT~~business, OFfinancial ~~THE~~condition ~~COMPANY~~and results of operations. There can be no assurance that the Company will utilize the net proceeds in a manner that enhances value of the Company. If the Company fails to spend the proceeds effectively, the Company’s business and financial condition could be harmed, and there may be the need to seek additional financing sooner than expected.

~~Reymund~~We ~~Guillermo,~~are our President and Chief Executive Officer, and sole Director, beneficially owns 100% of our outstanding common stock. Assuming the sale of all 3,000,000 shares in this offering, Mr. Guillermo will own approximately 57.14% of all shares of common stock of the Company. The interests of Mr. Guillermo may not be, at all times, the same as that of our other shareholders. Mr. Guillermo is not simply a ~~passive~~Smaller ~~investor~~Reporting ~~but is also an executive officer and director of the~~ Company, and ~~his~~we ~~interests~~cannot ~~as an executive may, at times~~ be ~~adverse~~certain toif those of passive investors. Where those conflicts exist, our shareholders will be dependent upon Mr. Guillermo exercising, in a manner fair to all of our shareholders, his fiduciary duties as an officer or as a member of the ~~Company’s~~reduced ~~Board~~reporting ofrequirements ~~Directors.~~applicable ~~Also, Mr. Guillermo has the ability~~ to ~~control~~us ~~the~~will ~~outcome~~make ~~of most corporate actions requiring shareholder approval, including the sale of all or substantially all of~~ our ~~assets,~~common ~~amendments~~stock toless ~~our~~attractive Articles of Incorporation and the election of directors. This concentration of ownership may also have the effect of delaying, deferring or preventing a change of control of us, which may be disadvantageous to ~~minority shareholders~~Investors.

~~OUR~~We ~~PRINCIPAL~~are ~~EXECUTIVE~~a ~~OFFICER~~“smaller ~~AND~~reporting ~~SOLE~~company,” ~~DIRECTOR~~meaning ISthat ~~CURRENTLY~~the Amarket ~~NON~~value of our shares held by non-~~RESIDENT~~affiliates OFis ~~THE~~less ~~UNITED~~than ~~STATES~~$700 ~~THEREFORE~~million ITand ~~MAY~~our BEannual ~~DIFFICULT~~revenue ~~FOR~~was ~~SHAREHOLDERS~~less TOthan ~~ENFORCE~~$100 ~~ANY~~million ~~JUDGEMENTS~~during ~~AGAINST~~the ~~HIM~~most INrecently ~~THE~~completed ~~UNITED~~fiscal ~~STATES~~year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. As a smaller reporting company, we may rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our annual report on Form 10-K and we have reduced disclosure obligations regarding executive compensation. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

~~Mr.~~We ~~Guillermo~~may ~~is a citizen and resident of the Philippines. In the event that any shareholder actin was launched including a suit or judgement or other legal matters there is no assurance that Mr. Guillermo will~~ be ~~able~~ subject to ~~appear~~Securities ~~within the jurisdiction. Additionally~~Litigation, itwhich ~~may~~is beexpensive difficult to effect service of process within the United States against Mr. Guillermo; to enforce any United States Court judgements based on civil liability provisions of the United States federal securities laws against him in the United States; to enforce in a Philippine Court judgments based on civil liability provisions of the United States federal securities laws; and, tocould ~~bring~~divert anmanagement ~~action against Mr~~attention. ~~Guillermo in a Philippine court based on civil liability provisions of the United States federal laws.~~

~~THERE~~The ISmarket NOprice ~~MINIMUM~~of ~~NUMBER~~the OFshares ~~SHARES~~of ~~THAT~~our ~~MUST~~common BEstock ~~SOLD~~may ~~AND~~be NOvolatile, ~~ASSURANCE~~and ~~THAT~~in ~~MUST~~the BEpast ~~SOLD~~companies ~~AND~~that NOhave ~~ASSURANCE~~experienced ~~THAT~~volatility ~~THE~~in ~~PROCEEDS~~the ~~FROM~~market ~~THE~~price ~~SALE~~of OFtheir ~~SHARE~~securities ~~WILL~~have ~~ALLOW~~been ~~THE~~subject ~~COMPANY~~to TOsecurities ~~MEET~~class ~~ITS~~action ~~GOALS~~litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

WeDependence ~~are~~upon ~~selling~~Management ~~our shares on a “best efforts” basis,~~ and ~~there~~Key is no minimum number of shares that must be sold by us in this Offering. Similarly, there are no minimum purchase requirements. We do not have an underwriter, and no party has made a firm commitment to buy any or all of our securities. We intend to sell the shares through our President and Chief Executive Officer, who will not be separately compensated for his efforts. Even if we only raise a nominal amount of money, we will not refund any funds to you. Any money we do receive will be immediately used by us for our business purposes. Upon completion of this Offering, we intend to utilize the net proceeds to finance our business operations. While we believe that the net proceeds from the sale of all shares in this Offering will enable us to meet our business plans and enable us to operate as other than a going concern, there can be no assurance that all these goals can be achieved. Moreover if less than all of the shares are sold, management will be required to adjust its plans and allocate proceeds in a manner which it believes, in our sole discretion, will be in our best interests. It is highly likely that if not all of the shares are sold there will be a need for additional financing in the future, without which our ability to operate as other than a going concern may be jeopardized. No assurance whatsoever can be given or is made that such additional financing, if and when needed, will be available or that it can be obtained on terms favorable to us. Accordingly you may be investing in a company that does not have adequate funds to conduct its operations. If that happens, you will suffer a loss of your investment. The funds raised in this offering will not be placed into an escrow account or trust account and will be immediately accessible to the Company.Personnel

The Company is, and will be, heavily dependent on the skill, acumen and services of the management of the Company. The loss of the services of these individuals or any other key individuals, including specifically Chad Clovis, and certain others, for any substantial length of time would materially and adversely affect the Company’s results of operation and financial position. (See “Management”).

Table of Contents

~~DUE~~Our TOprincipal ~~THE~~Shareholders, ~~LACK~~Directors OFand AExecutive ~~TRADING~~Officers, ~~MARKET~~in ~~FOR~~the ~~OUR~~aggregate, ~~SECURITIES~~beneficially own more than 50% of our Outstanding Common Stock and these Shareholders, ~~YOU~~if ~~MAY~~acting ~~HAVE~~together, ~~DIFFICULTY~~will ~~SELLING~~be ~~ANY~~able ~~SHARES~~to ~~YOU~~exert ~~PURCHASE~~substantial INinfluence ~~THIS~~over ~~OFFERING~~all matters requiring approval of our Shareholders.

WeOur ~~are~~principal ~~not~~shareholders, ~~registered~~directors ~~on any market or public stock exchange. There is presently no demand for our common stock~~ and noexecutive ~~public~~officers ~~market exists for the shares being offered~~ in ~~this prospectus. We plan to contact a market maker immediately following~~ the ~~completion~~aggregate, ofbeneficially ~~the~~own ~~offering~~more ~~and~~than ~~apply~~50% ~~to have~~ our ~~shares~~outstanding of common stock ~~quoted~~ on ~~the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is~~ a ~~regulated~~fully ~~quotation~~diluted ~~service that displays real-time quotes, last sale prices and volume information in over-the-counter securities~~basis. ~~The~~These ~~OTCBB is not an issuer listing service~~shareholders, ~~market~~if oracting ~~exchange. Although the OTCBB does not have any listing requirements per se~~together, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be ~~removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that we will be~~ able to ~~find~~exert asubstantial ~~market~~influence ~~maker~~over ~~who~~all ~~will~~matters ~~submit~~requiring aapproval ~~Form~~of ~~15c-211~~our ~~application~~shareholders, ~~for~~including usamendments to ~~FINRA, or that~~ our ~~application,~~Articles ifof ~~submitted~~Incorporation, ~~will~~fundamental becorporate ~~accepted~~transactions orsuch ~~approved~~as ~~and~~mergers, ~~our~~acquisitions, ~~stock~~the ~~listed and quoted for~~ sale. As of the ~~date of this filing~~company, ~~there have been no discussions or understandings between CocoLuv~~ and ~~anyone~~other ~~acting~~matters oninvolving ~~our~~the ~~behalf,~~direction ~~with~~of ~~any market maker regarding participation in a future trading market for~~ our ~~securities.~~business Ifand noaffairs ~~market~~and isspecifically ~~ever~~the ~~developed~~ability ~~for our common stock, it will be difficult for you~~ to ~~sell~~determine ~~any~~the ~~shares~~members ~~you~~of ~~purchase~~our inboard ~~this~~of ~~offering~~directors. In(See ~~such~~“Security aOwnership ~~case,~~of ~~you~~Certain ~~may~~Beneficial ~~find~~Owners that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and ~~it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment~~Management”).

IFWe WEneed ~~BECOME~~to Aretain ~~REPORTING~~key ~~ISSUER~~personnel ~~UNDER~~to ~~THE~~support ~~SECURITIES~~our ~~EXCHANGE~~products ~~ACT~~and OFongoing ~~1934, WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE~~operations. ~~WITHOUT REVENUE, WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.~~

~~Our~~The ~~business~~development ~~plan~~and ~~allows~~marketing ~~for the payment~~ of ~~the estimated $12,519 cost of this registration statement to be paid from existing cash on hand. If necessary, Reymund Guillermo,~~ our ~~sole~~products ~~officer~~ and ~~director,~~services ~~has~~will ~~verbally~~require ~~agreed to loan~~ the ~~company~~services ~~funds to complete the registration process. We plan to contact a market maker immediately following the close~~ of ~~the~~specialized ~~offering~~ and ~~apply~~technical ~~to have the shares quoted on the OTC Electronic Bulletin Board~~personnel. ToThe ~~be eligible for quotation~~sourcing, ~~issuers~~hiring ~~must~~and ~~remain~~retention ~~current~~of insuch ~~their~~key ~~filings~~personnel ~~with the SEC. In order for us to remain in compliance we~~ will ~~require~~be ~~future~~highly ~~revenues~~important to ~~cover the cost of these filings, which could comprise a substantial portion of~~ our ~~available~~future ~~cash~~plans ~~resources.~~and ~~If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all~~success.

WeThe ~~will~~market ~~experience~~price ~~substantial increases in our administrative costs after the effective date~~ of this Prospectus. We anticipate spending additional funds on professional and administrative fees, including fees payable in connection with the filing of this registration statement, complying with reporting obligations and arranging financing for Phase I and II of our ~~development~~common ~~program.~~stock ~~Assuming~~may wedecline ~~are~~due ~~successful in arranging financing for Phase I and Phase II of our development program, total expenditures over the next 12-24 months are therefore expected~~ to beConversion ~~approximately $400,000 only $150,000~~ of ~~which is~~ the ~~amount~~Note ~~to be raised in this offering. If we do not raise sufficient funds to finance our operations for Phase I~~ and IIConversion of ~~our development program, we expect~~ the ~~minimum~~Maintenance ~~amount of such expenses to be approximately $12,519 which amount is limited to meeting our reporting obligations with the SEC~~Note.

~~ANTI-TAKEOVER~~An ~~EFFECTS~~unknown OFnumber ~~CERTAIN~~of ~~PROVISIONS~~shares OFof ~~NEVADA~~common ~~STATE~~stock, ~~LAW~~which ~~HINDER~~may Abe ~~POTENTIAL~~sold ~~TAKEOVER~~by OFmeans USof this Prospectus, are issuable upon conversion of the Note and conversion of the Maintenance Note to Mast Hill Fund, L.P. As Mast Hill sells the common stock to third parties, the price of our common stock may decrease due to the additional shares in the market. The more shares that are issued upon conversion of the Note and/or the Maintenance Note, the more our then outstanding shares will be diluted and the more our stock price may decrease. Any decline in the price of our common stock may encourage short sales, which could place further downward pressure on the price of our common stock. Short selling is a practice of selling shares which are not owned by a seller with the expectation that the market price of the shares will decline in value after the sale. See “Maintenance Agreement” for more information concerning the Maintenance Agreement.

~~Though~~DESCRIPTION ~~not~~OF now, we may be or in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.BUSINESS

~~The~~Karbon-X ~~effect~~Corp of(or ~~the~~“Karbon-X” ~~control~~or ~~share~~“the ~~law~~Company”) is ~~that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by~~ a ~~resolution~~public ofNevada ~~the stockholders of the~~ corporation, ~~approved at a special or annual meeting of stockholders. The control share law contemplates~~ that ~~voting~~offers ~~rights~~investors ~~will~~exposure ~~be considered only once by the other stockholders. Thus, there is no authority~~ to ~~strip~~certified ~~voting~~carbon ~~rights~~credits ~~from~~which ~~the~~are ~~control~~a ~~shares~~key ofinstrument anused ~~acquiring~~by ~~person~~both ~~once~~individuals ~~those~~and ~~rights~~corporations ~~have been approved. If the stockholders do not grant voting rights~~ to ~~the~~achieve ~~control~~their ~~shares~~carbon ~~acquired~~neutral byand ~~an acquiring person, those shares do not become permanent non~~net-~~voting~~zero ~~shares~~carbon goals. The ~~acquiring~~company ~~person~~ is ~~free~~environmental, tosocial ~~sell~~and ~~its~~governance ~~shares~~(ESG) toprincipled ~~others.~~and Iffocuses ~~the~~on ~~buyers~~partnering ofwith ~~those~~high-quality ~~shares~~projects ~~themselves~~and/or docompanies ~~not~~that ~~acquire~~generate aor ~~controlling~~are ~~interest,~~actively ~~their~~involved ~~shares~~in ~~do not become governed by~~ the ~~control~~voluntary ~~share~~carbon ~~law~~credit market.

IfKarbon-X ~~control~~Corp ~~shares~~is ~~are~~focused ~~accorded~~on ~~full~~customized ~~voting~~transactional ~~rights~~options ~~and~~for ~~the~~corporations ~~acquiring~~to ~~person~~offset ~~has~~their ~~acquired~~carbon ~~control~~footprint ~~shares~~and ~~with~~provides ascalable ~~majority~~access orto ~~more of~~ the ~~voting~~Verified ~~power,~~Emissions ~~any~~Reduction ~~stockholder~~markets. ofKarbon-X ~~record,~~is ~~other~~changing ~~than~~the anmarketing ~~acquiring~~framework ~~person,~~of ~~who~~traditional ~~has~~carbon ~~not~~marketing ~~voted~~by inengaging ~~favor~~with ofthe ~~approval~~public ofin ~~voting~~order ~~rights,~~to isfund ~~entitled~~multiple toforms ~~demand~~of ~~fair~~technology-based ~~value~~greenhouse ~~for~~gas ~~such~~reduction ~~stockholder’s shares~~builds.

~~BECAUSE~~Carbon WECredit ~~DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.~~Generation

WeKarbon-X ~~intend~~Corp tohas ~~retain~~begun ~~any~~purchasing ~~future~~verified ~~earnings~~carbon tocredits ~~finance~~from ~~the~~numerous ~~development~~vendors and ~~expansion~~intends ofto ~~our~~resell ~~business.~~these Wecredits doto ~~not~~both ~~anticipate~~industry ~~paying~~and ~~any cash dividends on our common stock in~~ the ~~foreseeable~~general ~~future~~public. ~~Unless~~The weCompany ~~pay~~has ~~dividends,~~already ~~our~~begun ~~stockholders~~funding ~~will~~projects ~~not~~in beorder ~~able~~ to ~~receive~~generate aKarbon-X ~~return~~Corp oncarbon ~~their~~credits ~~shares~~of ~~unless~~its ~~they~~own. ~~sell~~Once ~~them.~~verified ~~There~~these isprojects nowill ~~assurance~~generate ~~that~~carbon ~~stockholders~~credits that will be ~~able~~sold toon ~~sell~~its ~~shares~~proprietary ~~when~~APP ~~desired~~platform.

Developments

During the year ended May 31, 2025, the Company sold 1,926,742 shares at $.90 per share for gross proceeds of $1,712,099.

Table of Contents

~~FORWARD~~On ~~LOOKING~~March ~~STATEMENTS~~31, 2025, the Company converted a loan for $350,000 principal and $16,724 interest into 407,471 shares at a price of $.90 per share.

~~This~~On ~~prospectus~~March ~~contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”~~31, ~~“believe”~~2025, ~~“plan”,~~the ~~“expect”,~~Company ~~“future”,~~issued ~~“intend”~~57,875 ~~and~~shares ~~similar~~at ~~expressions to identify such forward-looking statements~~$2.04 ~~Investors~~per ~~should~~share befor ~~aware~~compensation ~~that all forward-looking statements contained within this filing are good faith estimates~~ of ~~management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons~~$118, ~~including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus~~007.

~~USE~~On OFMay ~~PROCEEDS~~22, 2025, the Company converted 360,000 options related to its stock option plan into 205,715 shares via a cashless exercise.

~~Our~~On ~~offering~~May is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.03. The following table sets forth the uses of proceeds assuming the sale of 25%15, ~~50%~~2025, ~~75% and 100%~~10,400 ~~respectively,~~warrants ofwere ~~the~~exercised ~~securities offered for sale by the Company. If less than $25,000 is raised~~ in ~~this offering, the Company will operate on~~ a ~~limited~~cashless ~~basis,~~exercise ~~meeting~~for ~~only its obligations to file its reports with the Securities and Exchange Commission~~7,429 ~~and seek financing~~shares. However, the Company currently has no source of additional funding, will not commence seeking additional financing until this registration statement is effective, and we cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work or activities.

GROSS PROCEEDS FROM THIS OFFERING	If 25% of Shares Sold ($37,500)		If 50% of Shares Sold ($75,000)		If 75% of Shares Sold ($112,500)		If 100% of Shares Sold ($150,000)
Less: OFFERING EXPENSES
Legal & Accounting	$	10,000	$	10,000	$	10,000	$	10,000
Printing	$	300	$	300	$	300	$	300
Transfer Agent	$	2,200	$	2,200	$	2,200	$	2,200
Registration Fee	$	19	$	19	$	19	$	19
TOTAL	$	12,519	$	12,519	$	12,519	$	12,519
OPERATIONAL EXPENSES
Business trip expenses:	$	3,000	$	6,000	$	12,000	$	20,000
Logo development:	$	2,000	$	5,000	$	6,000	$	6,000
Website development:	$	4,000	$	10,000	$	12,000	$	15,000
Office rent, Supplies and Telephone:	$	2,000	$	4,000	$	10,000	$	15,000
Raw product samples for testing and marketing	$	9,500	$	25,000	$	40,000	$	50,000
Initial marketing expenses	$	4,481	$	12,481	$	19,981	$	31,481
TOTALS	$	37,500	$	75,000	$	112,500	$	150,000
NET PROCEEDS FROM OFFERING	$	24,981	$	62,481	$	99,981	$	137,481

~~The~~On ~~funds~~January ~~raised~~8, in2026 ~~this~~the ~~offering~~Company ~~will~~entered ~~not be placed~~ into ana ~~escrow~~Stock ~~account~~Purchase orAgreement ~~trust~~with ~~account~~Mast ~~and~~Hill ~~will~~Fund, beL.P., ~~immediately~~a ~~accessible~~Delaware tolimited ~~the Company. If necessary~~partnership, ~~Reymund~~(“Mast ~~Guillermo~~Hill”) ,pursuant ~~our~~to ~~president~~which ~~and~~Mast ~~director,~~Hill ~~has~~will ~~verbally~~fund ~~agreed~~up to ~~loan~~$25,000,000 ~~the~~in ~~company~~convertible ~~funds~~notes to ~~complete~~ the ~~registration~~Company. Also ~~process~~on inJanuary ~~the~~8, ~~event~~2026 ~~that~~ the Company ~~depletes~~entered ~~its~~into ~~current~~the ~~cash~~First ~~reserves~~Tranche ~~prior~~of tothe ~~effectiveness~~Convertible ofNote ~~this~~with ~~registration~~gross ~~statement~~proceeds of $500,000 ~~but~~and weissued ~~will~~a ~~require~~five ~~full~~year ~~funding~~warrant to ~~begin~~Mast toHill ~~implement~~for ~~our~~250,000 ~~complete~~shares ~~business~~exercisable ~~plan~~at $0.001 per share.

Also on January 8, 2026 the Company entered into a Maintenance Agreement with Mast Hill (see “Maintenance Agreement”). Pursuant to the Maintenance Agreement, the Company agreed to provide property maintenance services for fees (“Fees”) which shall be payable on the 1st business day of each calendar month, beginning on the 1st business day of the calendar month after the date of the Maintenance Agreement and ending on the 1st business day of October 2035, in the amount equal to: Gross rental income (“Rental Receivables”) from the immediately preceding calendar month minus the sum of the following from the immediately preceding calendar month: (i) monthly insurance payments, (ii) taxes, (iii) utilities, and (iv) Third Party Service Provider Fees, if any; minus 5% of the Rental Receivables (collectively, the “Maintenance Reserve”), until such Maintenance Reserve exceeds $50,000 (the “Maintenance Reserve Threshold”); provided, if the Maintenance Reserve is ever less than the Maintenance Reserve Threshold, 5% of the Rental Receivables per month shall again be deducted until the Maintenance Reserve amount again exceeds the Maintenance Reserve Threshold.

Table of Contents

~~DETERMINATION~~Historical OFCompany ~~OFFERING PRICE~~Information

~~The~~Karbon-X ~~offering~~was ~~price~~incorporated ofin the ~~shares~~State ~~has~~of ~~been~~Nevada ~~determined~~on ~~arbitrarily~~September by31, ~~us.~~2017 ~~The~~under ~~price~~the ~~does~~name ~~not~~Cocoluv, ~~bear~~Inc. ~~any~~The ~~relationship~~articles toprovided ~~our~~for ~~assets~~200,000,000 ~~book~~authorized ~~value,~~shares. ~~earnings,~~At orthat ~~other~~time ~~established~~Reymund ~~criteria~~Guillermo ~~for~~was ~~valuing~~appointed aas ~~privately~~sole ~~held~~officer ~~company~~and director. InOn ~~determining~~June 9, 2020, the ~~number~~Corporation offiled ~~shares~~a toCertificate beof ~~offered~~Amendment ~~and~~with the ~~offering~~State ~~price,~~of weNevada ~~took~~effectuating ~~into~~a ~~consideration~~50 ~~our~~for ~~cash~~1 onforward ~~hand~~stock ~~and~~split. ~~the~~On ~~amount~~March 1, 2022, a change of ~~money~~control weoccurred ~~would~~when ~~need~~Mr. toGuillermo ~~begin~~resigned toas ~~implement~~director ~~our~~and ~~business~~all ~~plans.~~executive ~~Accordingly,~~officer positions with the ~~offering~~Company. ~~price~~Concurrent ~~should~~with ~~not~~Mr. beGuillermo’s ~~considered~~resignation, anMr. ~~indication~~Chad ofClovis ~~the~~was ~~actual~~appointed ~~value~~as ofCEO, ~~the~~Director ~~securities~~and President.

~~DILUTION~~On February 21, 2022 Karbon-X Corp, formerly known as Cocoluv, Inc., a Nevada Corporation (“Karbon-X”) entered into a Reorganization and Stock Purchase Agreement (the “Reorganization Agreement”) to acquire 100% of the issued and outstanding equity of Karbon-X Project, Inc., a British Columbia company (“Karbon-X Project”). Effective March 21, 2022, the parties closed the Reorganization Agreement. As part of the transaction, the majority shareholder of Karbon-X delivered 64,897,000 shares of common stock to shareholders of Karbon-X Project and certain other designees.

The ~~price of the current offering is fixed at $0.05 per share which is the price purchasers of the shares must pay. This price is significantly different than the price paid by the~~ Company’s ~~sole director” and officer for common equity since the Company’s inception on September 13, 2017. Reymund Guillermo, the Company’s~~ principal ~~officer~~office ~~and~~is ~~sole~~located ~~director purchased 4,000,000 (four million) common shares~~ at a6575 ~~price~~West ~~$0.001~~Loop ~~per share a difference of $0.049 per share lower than the price in this offering~~South, ~~with~~Suite $4500,~~,000~~ ~~in net proceeds to the Company. The 4~~Bellaire,~~000,000~~ ~~shares~~TX ~~of Mr~~77401. ~~Guillermo~~Our ~~valued~~telephone atnumber ~~$4,000~~is ~~are reflected as “Capital contributions” in the table entitled, “Existing Stockholders if all of the Shares are sold~~844-462-3637.” The ~~purchase~~Company ~~price~~email ~~for the shares in this offering, paid by purchasers of the shares,~~ is ~~reflected in the subsequent tables as, “Capital contributions~~info@karbon-x.” com.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.Competition

~~Existing~~Many ~~Stockholders~~of ifour ~~all~~competitors ofhave greater resources that may enable them to compete more effectively than us in the ~~Shares~~carbon ~~are~~credit ~~Sold~~industry.

Price per share	$	0.05
Net tangible book value per share before offering	$	0.0006
Potential gain to existing shareholders	$	150,000
Net tangible book value per share after offering	$	0.0,200
Increase to present stockholders in net tangible book value per share after offering	$	0.0205
Capital contributions	$	150,000
Effective cash contribution of the Company's existing sole shareholder (1)	$	4,000
Number of shares outstanding before the offering		4,000,000
Number of shares after offering held by existing stockholders		4,000,000
Percentage of ownership after offering		57.14	%

The industry in which we operate is subject to intense and increasing competition. Some of our competitors have a longer operating history and greater capital resources and facilities, which may enable them to compete more effectively in this market. We expect to face additional competition from existing licensees and new market entrants, who are not yet active in the industry. If a significant number of competitors develop, we may experience increased competition for market share and may experience downward pricing pressure on our products as new entrants increase production. Such competition may cause us to encounter difficulties in generating revenues and market share, and in positioning our products in the market. If we are unable to successfully compete with existing companies and new entrants to the market, our lack of competitive advantage will have a negative effect on our business and financial condition.

~~Purchasers~~We ofhave ~~Shares~~identified inmany ~~this~~of ~~Offering~~our ifkey ~~all~~competitors ~~Shares~~including ~~Sold~~the following:

Price per share	$	0.05
Dilution per share	$	0.0300
Capital contributions	$	150,000
Percentage of capital contributions		97.0	%
Number of shares after offering held by public investors		3,000,000
Percentage of ownership after offering		42.86	%

Indigo Carbon

~~Purchasers~~As the name most recognized name in the farming community, Indigo Carbon has an impressive list of ~~Shares~~well known corporate buyers like The North Face, Blue Bottle Coffee, and JP Morgan Chase. While Indigo is touted as a leader in ~~this~~the ~~Offering~~emerging industry, it may not be the best option for all. Indigo carbon has a proprietary software platform that allows farmers to easily input data from enrolled fields. After enrolling, farmers have access to Indigo’s agronomists and support teams to help implement changes and answer questions. Farmers only get paid for adopting new practices (i.e. cover cropping, no-till, reduced N fertilizer, etc.), so if ~~75%~~a offarmer ~~Shares~~has ~~Sold~~been cover cropping for years, they are unlikely to be eligible. Right now they only service specific states (Arkansas, Colorado, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Minnesota, Mississippi, Missouri, Nebraska, North Carolina, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, and Texas).

Price per share	$	0.05
Dilution per share	$	0.0336
Capital contributions	$	112,500
Percentage of capital contributions		97.0	%
Number of shares after offering held by public investors		2,250,000
Percentage of ownership after offering		36.0	%

Nori

Nori is a blockchain-enabled company whose sole mission is to be a leading carbon marketplace. Unique to the carbon-removal industry, they are powered by cryptocurrency. Through this pioneering approach, they hope to create efficient and transparent carbon removal transactions. Companies can purchase NORI tokens (whose price depends on the market price of a carbon removal credit at time of purchase). Once it has a NORI token, the company can exchange it for an NRT (or Nori Removal Token). Farmers create NRTs when they sequester 1 ton of CO2. That NRT translates into a NORI token which is priced at market value and can be sold.

Table of Contents

~~Purchasers~~TruCarbon ofby ~~Shares in this Offering if 50% of Shares Sold~~TruTerra

Price per share	$	0.05
Dilution per share	$	0.0382
Capital contributions	$	75,000
Percentage of capital contributions		95.0	%
Number of shares after offering held by public investors		1,500,000
Percentage of ownership after offering		27.27	%

TruTerra is a subsidiary of Land O’Lakes – the world’s largest farmer owned cooperative. The current state of the program is only available to farmers with data from 2016-2020. They have a tool called Truterra Insights Engine that allows farmers to aggregate data from the past five years in a format best suited to enroll in a carbon program. Enrollment is contingent upon committing to a 20 year reporting period using the Truterra Insights Engine (carbon reporting contracts are similar to conservation easements, meaning that they can be transferred in the case of transfer of property).

~~Purchasers~~Bayer ofCarbon ~~Shares in this Offering if 25% of Shares Sold~~Initiative

Price per share	$	0.05
Dilution per share	$	0.0443
Capital contributions	$	37,500
Percentage of capital contributions		90.0	%
Number of shares after offering held by public investors		37,500
Percentage of ownership after offering		15.79	%

Bayer’s recently announced Carbon Initiative is still in its beginning phases with very little public detail. That said, they (like many of the other carbon credit companies on this list), will only pay farmers for adopting new cover crop or no-till/strip till practices. Bayer is a hugely influential food and agriculture company in its own right, so they have the resources and expertise to roll out a strong program after this pilot season.

~~___________~~ Nutrien Ag

~~(1)~~Nutrien’s ~~Reymund~~core ~~Guillermo,~~businesses ~~our~~are ~~sole~~creating ~~shareholder~~seeds, ~~(and~~fertilizers, ~~President~~herbicides, and ~~Chief~~software ~~Executive~~to ~~Officer)~~optimize ~~acquired~~farm ~~4,000,000~~performance. ~~shares~~In ofNovember ~~common~~2020 ~~stock~~they atannounced $0their involvement in the carbon marketplace.~~001~~ ~~per~~Nutrien ~~share~~has a deep bench of agronomists on staff to provide guidance for newly enrolled farmers, so entering the market may have additional benefits for farmers looking for guidance on how best to sequester carbon. As a ~~total~~global ~~cost~~retailer they have plenty of ~~$4,000~~connections to influential companies who might be interested in purchasing carbon credits once the program is officially launched.

~~MANAGEMENT’S~~Carbon ~~DISCUSSION~~Streaming ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Corp

~~PLAN~~Under OFstream ~~OPERATIONS~~agreements, Carbon Streaming Corp. makes upfront and ongoing delivery payments to project developers for future carbon credits. This financing structure creates carbon credit projects that reduce emissions in a sustainable manner. Our streams and investments then provide us with a diversified portfolio of carbon credits with exposure to potential rising carbon prices.

~~Our~~Base cash balance is $4,009 as of May 31, 2018. We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Reymund Guillermo , our President and Chief Executive Officer, Chairman of the Board of Directors, and majority holder of our common stock, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. Mr. Guillermo, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to develop and begin to implement our business plan, we will need the funding from this offering. We are a development stage company and have generated no revenue to date. We have sold 4,000,000 shares of common stock, at $0.001 per share for net proceeds of $4,000, to Mr. Guillermo, our principal officer and sole director.Carbon

~~Our~~Base ~~independent~~Carbon ~~registered~~partners ~~public~~with ~~accountant~~corporations, ~~has~~sovereign ~~issued~~entities, aacademic ~~going~~institutions ~~concern~~and ~~opinion.~~carbon ~~This~~reduction ~~means~~project ~~that~~developers ~~there~~to isproduce ~~substantial~~and ~~doubt~~commercialize ~~that~~verified wecarbon ~~can~~credits. ~~continue~~Base asCarbon andifferentiates ~~on-going~~itself ~~business~~through ~~for~~sourcing ~~the~~and ~~next~~underwriting ~~twelve~~and ~~months~~financing ~~unless~~the wematuration ~~obtain~~of ~~additional~~nature ~~capital to pay our bills. This is because we have not generated revenues~~ and notechnology ~~revenues~~based ~~are~~carbon ~~anticipated~~reduction ~~until~~credit weprojects. ~~begin~~Base ~~selling~~Carbon ~~our~~seeks ~~proposed~~to ~~line~~simplify ofthe ~~haircare~~carbon ~~products.~~credit ~~There~~economy isand nobecome ~~assurance~~a wefinancier ~~will~~within ~~ever~~the ~~reach~~voluntary ~~that~~carbon ~~Phase~~markets.

Climeworks

Climeworks develops, builds and operates direct air capture machines. Climeworks captures carbon dioxide directly from the air; removing CO₂ emissions. The air-captured carbon dioxide can either be recycled and used as a raw material, or completely removed from the air by safely storing it. Climework’s machines consist of modular CO₂ collectors that can be stacked to build machines of any size.

Sales

The Company’s main revenue streams include industrial sales and subscription-based sales through a mobile APP and carbon credit trading.

Industrial Sales

Karbon-X Corp primarily operates in the voluntary carbon offset market. The Company sells carbon offsets to mining, forestry, civic earthworks, transportation and oil and gas servicing companies based on their total fossil fuel consumption for individual projects. This simple platform offers companies a way to reach their carbon neutrality goals while supporting C02 reducing projects for years to come.

Table of Contents

~~Our~~When ~~plan~~companies ofpurchase ~~operation~~carbon ~~has~~offsets ~~two~~from ~~Phases.~~Karbon-X InCorp ~~Phase~~directly ~~I, we intend~~ to ~~develop~~offset ~~our~~their ~~business~~fossil ~~relationship~~fuel ~~with~~consumption ~~our proposed manufacturer and supplier while seeking out additional companies to provide us~~ the ~~same~~credits ~~services~~are ~~for~~retired redundancy and possible competitive price advantages. Phase II, we plan to conduct social media marketing to support initial customer online sales and begin to market our complete product lines for sale and use in ~~salons and spas. Within~~ the ~~next~~name ~~12 to 24 months CocoLuv Inc. plans to begin manufacturing~~ of the 5customer ~~different~~which ~~hair~~provides ~~products~~transparency.

~~According~~Subscription toBased Research Nesters Virgin Coconut Oil Market the Global Demand Analysis & Opportunity Outlook 2023, the North American market is the second largest for Virgin Coconut Oil sales, in many forms, including hair products for both men and women. CocoLuv Inc. expects to capitalize on this future growth and demand potential. We intend to contribute to the social media exposure with a marketing campaign that is expected to reach individual customers and salons. This will prepare us for the latter part of the second Phase of our plan, which is to have complete product lines sold in salons across North America.Sales

AsThe ~~the~~general ~~demand~~public ~~for quality and healthy haircare products~~ is ~~substantial, CocoLuv Inc. believes that we will be~~ able topurchase ~~reach~~carbon ~~many~~offsets ~~cities~~from ~~across the whole of North America. Maintaining oour mission; to create~~ a ~~company~~mobile ~~that~~APP ~~will provide exceptional products of quality~~ that ~~embody~~is ~~the~~subscription ~~true~~based, ~~value~~with ofmultiple ~~the~~levels ~~benefits~~ of ~~virgin~~investment ~~coconut oil. This will be our plan of operation~~ for ~~the~~every ~~twelve~~budget. ~~months~~Each ~~following~~subscription ~~the~~will ~~date~~support ofC02 ~~this~~reducing ~~prospectus.~~projects Itsuch is as ~~follows:~~direct ~~(i)~~air ~~complete~~capture, ~~the~~green ~~first~~hydroelectric ~~Phase~~energy ofproduction, ~~our~~or ~~proposed~~reforestation ~~plan:~~and ~~which~~will isreduce ~~our~~greenhouse ~~intention~~gas toemissions ~~develop a business relationship~~ with aprovable, ~~manufacturer~~verifiable ~~and~~carbon ~~supplier~~credits. ~~while~~The ~~seeking~~APP ~~out~~was ~~additional~~soft-launched ~~companies~~in to2023 ~~provide~~and uswas ~~the~~completed ~~same services for redundancy~~ and ~~possible~~made ~~competitive~~publicly ~~price~~available ~~advantages (ii) at the same time we expect to drive a large marketing campaign over social media~~ in ~~order~~March ~~to generate interest in our products and product line~~2025.

WeKarbon-X ~~plan~~Corp toallows ~~find a marketing firm to assist in marketing our products and product line and~~ the ~~development~~general ofpublic ~~the second Phase of our proposed operational plan: we plan~~ to ~~conduct~~offset ~~social~~their ~~media~~greenhouse ~~marketing~~gas toemissions ~~support~~from ~~online~~daily ~~sales~~life initially and support the expansion to sell complete product lines for sale and use in salons and spas. In addition, we will look to hire consultant and developer to upgrade our website to support expected sales demands, continue marketing and customer support services. In order to execute the two Phases of our proposed development program as outlined below, we anticipate spending $400,000 on program development, professional and administrative fees, including fees payable in connection with the filing of this registration statement, complying with reporting obligations and arranging financing for both Phases of our development program. Total expenditures over the next twenty-four months are therefore expected to be approximately $400,000. If we experience a ~~shortage of funds prior to funding during the next twenty~~subscriber-~~four~~based ~~months,~~APP wewhich ~~may~~is ~~utilize~~shareable funds from Mr. Guillermo, our Chairman of the Board of Directors, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses, however he has no formal obligation, arrangement or legal commitment to advance or loan funds to the company. We will require the funds from this offering to proceed. If we receive only nominal funds from this offering, we plan to operate on asocial ~~limited basis for the limited purpose of meeting our reporting obligations to the Securities and Exchange Commission~~media. No such plan exists at this time in case of such contingency, and we cannot assure or guarantee that we would be able to raise additional funding if only nominal funding is obtained from this offering.

The above program costs are management’s estimates and the actual project costs may exceed our estimates. To date, we have not commenced with any activities or operations of any phase of our development program.

Totally Covered	Exceptional Reduction	Doing Your Part
Permanently offset 400 kg of CO_{2 /}month, 4800 kg of CO_2/,year	Permanently offset 300kg of CO_{2 /}month, 3600KG of CO_2/ year.	Permanently offset 200kg of CO_{2 /}month, 2400kg of CO_{2 /}year
200 kg per year is 60 days of central heating in a home!	600kg per year is 1,460 miles/2,350km driving in a car!	360 kg per year is 13 month energy used for one light bulb!
$19.99/month	$14.99/month	$9.99/month
$199.99/year	$149.99/year	$99.99/Year

If Phase 1 of the proposed development program proves successful, and we are able to develop a business relationship with our manufacturer and supplier while secure additional companies to provide us the same services for redundancy and possible competitive price advantages we intend to finance Phase II of our proposed development program. Phase II will be the launch of social media marketing, website upgrades, and additional large scale marketing by an outside hired firm to support initial online customer sales. We will also begin a direct and dedicated marketing and advertising strategy and to market our complete product lines for sale and use in salons and spas. The estimated cost of Phase is $250,000 and is anticipated to take approximately 12 to 15 months to complete. As with Phase I, we cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work or activities of Phase I of our proposed development program. We plan to raise the additional funding for Phase II by way of a private debt or equity financing, but have not commenced any activities to raise such funds.Marketing

AsThe ~~with~~Company ~~Phase~~is I,working wewith ~~will~~a ~~require~~combination ~~additional~~of ~~funding~~outsource tomarketing ~~proceed~~and ~~with~~influencer ~~Phase II~~firms, weas ~~have~~well ~~no current plans on how to raise the additional funding~~as, ~~and~~developing weinternal ~~cannot~~marketing ~~provide~~resources ~~investors with any assurance that we will be able~~ to ~~raise~~launch ~~sufficient~~its ~~funds~~APP ~~to proceed with any work or activities on Phase II of the proposed development program~~globally.

APP Development

The Karbon-X APP was soft-launched in 2023 and was completed and made publicly available in March 2025.

Employees

As of the date of this Prospectus, the Company has forty-eight employees and is actively recruiting new team members at all levels of the organization. (See “Executive Compensation”). The Company believes that its relations with its employees are good.

Legal Proceedings

In February 2024, Karbon-X was notified of a former employee filing a lawsuit against the company for wrongful termination. The Company is currently counter-suing and is expecting to prevail.

As of the date hereof the Company is not party to any other material legal proceedings and is not aware of any material threatened litigation.

Table of Contents

~~OFF-BALANCE~~USE ~~SHEET~~OF ~~ARRANGEMENTS~~PROCEEDS

WeThis ~~have~~Prospectus norelates ~~off-balance~~to ~~sheet~~shares ~~arrangements~~of our common stock that ~~have~~may orbe ~~are~~offered ~~reasonably~~and ~~likely~~sold from time to ~~have~~time aby ~~current~~the orSelling ~~future~~Stockholder. ~~effect~~We onwill ~~our~~receive ~~financial~~no ~~condition,~~proceeds ~~changes~~from the sale of shares of common stock by the Selling Stockholder in ~~financial~~this ~~condition,~~Offering. ~~revenues~~The orproceeds ~~expenses~~from the sales will belong to the Selling Stockholder. However, ~~results~~we received net proceeds of ~~operations,~~approximately ~~liquidity~~$171,000 ~~capital~~from ~~expenditures~~the orFirst ~~capital~~Tranche ~~resources~~of the sale of the Note to Mast Hill and may receive additional net proceeds from further sales of tranches of the Note to Mast Hill. The Company may also receive revenue from the Maintenance Agreement entered into with Mast Hill.

~~LIMITED~~We ~~OPERATING~~intend ~~HISTORY;~~to ~~NEED~~use ~~FOR~~the ~~ADDITIONAL~~proceeds ~~CAPITAL~~received and that we may receive for general corporate purposes and working capital requirements. There can be no assurance that we will sell any of further tranches of the Note or obtain revenues from the Maintenance Agreement.

~~There~~We isintend ~~no historical financial information about us on which~~ to ~~base~~raise anadditional ~~evaluation~~capital ofthrough ~~our~~equity ~~performance. We are an early stage company~~ and ~~have~~debt ~~not~~financing, ~~generated~~as ~~revenues~~needed, ~~from~~though ~~operations.~~there We cannot ~~guarantee we will~~ be ~~successful~~any inassurance ~~our~~that ~~business~~such ~~operations.~~funds ~~Our~~will ~~business~~be isavailable ~~subject~~ to ~~risks~~us ~~inherent~~on inacceptable ~~the establishment of a new business enterprise~~terms, ~~including~~on ~~limited~~an ~~capital~~acceptable ~~resources~~schedule, ~~possible~~or ~~delays~~at ~~in our development program, and possible cost overruns due to increases in the cost of services~~all.

ToMARKET ~~become~~FOR ~~profitable~~OUR ~~and~~COMMON competitive, we must raise substantial funds to (I) run an initial production for our proposed product; and for marketing purposes while we conduct marketing studies, initial promotional events, and generate interest for CocoLuv Inc., proposed Coconut based haircare line of products., (II) negotiate and enter into supply agreements with retail and commercial businesses, merchandisers, and distributors, (III) expand operations through-out the United States, (IV) establish a national and possibly international distributor network and team, with possibly production facilities or multiple agreements. We are seeking funding from this offering to provide the capital required legal and accounting services and for administrative expenses related to operations while arranging for financing for Phase I of our business plan. We believe that the funds from this offering will allow us to operate for one year, without completing any phase of our business plan.STOCK

WeMarket ~~have no assurance that future financing will materialize. If that financing is not available to use for the first phase of our proposed development program we may be unable to continue.~~ Information

~~LIQUIDITY~~Our ~~AND~~common ~~CAPITAL~~stock ~~RESOURCES~~is quoted on the OTCQX market maintained by OTC Markets Group, Inc. under the symbol “KARX.” The following is a summary of the high and low closing prices of our common stock for the periods indicated, as reported by the OTC Markets Group, Inc. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

To meet part our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the shares required. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation. The sources of funding we may consider to fund this work include a public offering, a private placement of our securities or loans from our director or others.

	High	Low
November 30, 2025 to date	0.50	0.37
Quarter Ending November 30, 2025	1,0	0.43
Quarter Ending May 31, 2025	1.50	0.45
Quarter Ending February 28, 2025	2.10	1.70
Quarter Ending November 30, 2024	1.50	1.50

~~Reymund~~On ~~Guillermo~~January 28, ~~our~~2026, ~~President and Chairman of~~ the ~~Board~~closing ofprice ~~Directors and holder~~ of ~~a majority or of~~ our common stock, ~~has~~was ~~agreed to advance funds as needed until the offering is completed or failed~~$0. ~~While he has agreed to advance the funds, the agreement is verbal and is unenforceable as a matter of law.~~40

~~We have not carried out any work on any phase of our development plan and have incurred no development costs.~~Stockholders

OnAs ~~September~~of 30January 28, ~~2017~~2026, ~~the~~we ~~Company~~had ~~issued~~143 4shareholders of record and 88,~~000~~018,~~000~~947 ~~common~~outstanding shares @of $0common stock.~~001~~ ~~per~~The ~~share~~number toof ~~Mr.~~stockholders ~~Reymund~~of ~~Guillermo,~~record ~~the~~does ~~sole~~not ~~director~~include ~~and~~beneficial ~~President~~owners of ~~the~~our ~~Company~~common ~~for~~stock, ~~net~~whose ~~proceeds~~shares are held in the names of $4various dealers,~~000~~ clearing agencies, banks, brokers and other fiduciaries.

~~SIGNIFICANT ACCOUNTING POLICIES~~Dividends

~~BASIS~~We OFhave ~~PRESENTATION~~not declared or paid any cash dividends on our capital stock in our history as a public company. We currently intend to retain all future earnings to finance our business and do not anticipate paying cash or other dividends on our common stock in the foreseeable future.

The financial statements present the balance sheet, statements of operations, stockholders’ equity (deficit) and cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

USE OF ESTIMATES

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.

Table of Contents

~~INCOME~~QUANTITATIVE ~~TAXES~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~CocoLuv~~As ~~Inc.~~a ~~follows~~smaller ~~the~~reporting ~~liability~~company ~~method~~(as ofdefined ~~accounting~~in ~~for~~Rule ~~income~~12b-2 ~~taxes.~~of ~~Under~~the ~~this~~Exchange ~~method~~Act), ~~deferred~~we ~~tax assets and liabilities~~ are ~~recognized~~not ~~for~~required ~~the future tax consequences attributable~~ to ~~differences~~provide ~~between~~ the ~~financial~~information ~~statement~~called ~~carrying~~for ~~amounts~~by ofItem ~~existing~~304 ~~assets~~of ~~and~~Regulation ~~liabilities and their respective tax balances and tax loss carry~~S-~~forwards~~K. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 that includes the date of enactment or substantive enactment.

~~FAIR~~MANAGEMENT’S ~~VALUE~~DISCUSSION AND ANALYSIS OF FINANCIAL ~~INSTRUMENTS~~CONDITION AND RESULTS OF OPERATIONS

~~All~~The ~~significant~~following ~~financial~~discussion ~~assets,~~relates ~~financial~~to ~~liabilities and equity instruments of~~ the ~~Company~~historical ~~are~~operations ~~either~~and ~~recognized or disclosed in the~~ financial statements ~~together~~of ~~with~~Karbon-X ~~other~~Corp. ~~information relevant~~ for ~~making~~the afiscal ~~reasonable~~years ~~assessment~~ending ofMay ~~future~~31, ~~cash flows~~2025, ~~interest rate risk~~ and ~~credit~~May ~~risk.~~31, ~~Where~~2024, ~~practical the fair values of financial assets~~ and ~~financial~~for ~~liabilities~~the ~~have~~quarter ~~been~~ended ~~determined~~November ~~and~~30, ~~disclosed; otherwise only available information pertinent to fair value has been disclosed~~2025.

~~PER~~Forward-Looking ~~SHARE INFORMATION~~Statements

The ~~basic~~following ~~earnings~~Management’s ~~(loss)~~Discussion ~~per~~and ~~share~~Analysis ~~are~~should ~~calculated~~be byread ~~dividing~~in conjunction with our financial statements and the ~~Company~~related notes thereto included elsewhere in this Prospectus. The Management’s ~~net~~Discussion ~~income~~and ~~available~~Analysis tocontains ~~common~~forward-looking ~~shareholders~~statements bythat ~~the~~involve ~~weighted~~risks ~~average~~and ~~number~~uncertainties, such as statements of ~~common~~our ~~shares~~plans, ~~during~~objectives, ~~the~~expectations ~~year~~and intentions. ~~The~~Any ~~diluted~~statements ~~earnings~~that ~~(loss)~~are ~~per~~not ~~share~~statements isof ~~calculated~~historical byfact ~~dividing~~are forward-looking statements. When used, the ~~Company’s~~words ~~net~~“believe,” ~~income~~“plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (~~loss~~“will,” “may,” “could,” “should,” etc.), ~~available~~or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to ~~common~~risks ~~shareholders~~and byuncertainties ~~the~~that ~~diluted~~could ~~weighted~~cause ~~average~~actual ~~number~~results ofor ~~shares~~events ~~outstanding~~to ~~during~~differ materially from those expressed or implied by the ~~year~~forward-looking statements in this Prospectus. ~~The~~Our ~~diluted~~actual ~~weighted~~results ~~average~~and ~~number~~the timing of ~~shares~~events ~~outstanding~~could isdiffer ~~the~~materially ~~basic~~from ~~weighted~~those ~~number~~anticipated ofin ~~shares~~these ~~adjusted~~forward-looking ~~for~~statements. ~~any~~Factors ~~potentially~~that ~~dilutive~~could ~~debt~~cause or ~~equity.~~contribute ~~Diluted~~to ~~earnings~~such ~~(loss)~~differences ~~per~~in ~~share~~results ~~are~~and outcomes include, without limitation, those specifically addressed under the ~~same~~heading as“Risks ~~basic~~Factors” ~~earnings~~in ~~(loss)~~our ~~per~~various ~~share~~filings ~~due~~with the Securities and Exchange Commission. We do not undertake any obligation to ~~the~~update ~~lack~~forward-looking ofstatements ~~dilutive~~to ~~items~~reflect inevents or circumstances occurring after the ~~Company~~date of this Prospectus.

~~DESCRIPTION~~The OFfollowing ~~BUSINESS~~discussion highlights the Company’s results of operations and the principal factors that have affected its consolidated financial condition as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the Company’s consolidated financial condition and results of operations presented herein. The following discussion and analysis are based Karbon-X Corp’s audited and unaudited financial statements contained in this Prospectus, which have been prepared in accordance with generally accepted accounting principles in the United States. You should read the discussion and analysis together with such financial statements and the related notes thereto.

~~ORGANIZATION SINCE SEPTEMBER, 2017~~Overview

~~CocoLuv~~Karbon-X ~~Inc~~Corp. was incorporated onin ~~September 13, 2017 under~~ the ~~laws of the~~ State of Nevada. ~~Reymund~~under ~~Guillermo~~the ~~has~~name ~~served as President and Chief Executive Officer~~Cocoluv, ~~and Mr~~Inc. ~~Geoff~~on ~~Norman is our Secretary/Treasurer of our company from~~ September 13, 2017 toand ~~the~~established ~~current~~a ~~date.~~fiscal Noyear ~~person~~end ~~other than Mr. Guillermo has acted as a promoter~~ of ~~CocoLuv~~May ~~Inc~~31. ~~since~~On ~~our~~April ~~inception. Other than the 4~~7,~~000,000~~ ~~common~~2022 ~~shares issued by~~ the Company, tochanged ~~Mr.~~its ~~Guillermo,~~name ~~at a purchase price of $0.001 per share for net proceeds~~ to ~~the~~Karbon-X ~~Company of $4,000, no other shares have been issued by the Company~~Corp.

INOn ~~GENERAL~~February 21, 2022, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Karbon-X Project Inc. (“Karbon-X”), and Karbon-X became the wholly owned subsidiary of the Company in a reverse merger (the “Reverse Acquisition”). Pursuant to the Reverse Acquisition, all of the issued and outstanding shares of Karbon-X common stock were converted, at an exchange ratio of 20,000-for-1, into an aggregate of 20,000,000 shares of the Company’s common stock, resulting in Karbon-X becoming a wholly owned subsidiary of the Company and all debt owed to the related party of Cocoluv, Inc. was forgiven. As part of the Reverse Acquisition, on April 14, 2022, the Company changed its name to Karbon-X Corp. The Company also has subsidiaries, Karbon-X Trading LTD, which are consolidated with the Company and existing subsidiaries, Karbon-X Project, Inc and Karbon-X USA Corp.

~~CocoLuv~~The ~~Inc.~~accompanying isfinancial anstatements’ ~~emerging~~share ~~growth~~information ~~stage~~has ~~company~~been ~~which~~retroactively ~~intends~~adjusted to ~~manufacture~~reflect market and sell a proposed product line of 5 hair care products derived from Virgin Coconut Oil. We currently have no product to sell, but we intend to create a haircare line of that will initially consist of 5 products; 3 for women and 2 for men. Our proposed products will be of superior quality in that they will have a base of Virgin Coconut Oil. CocoLuv Inc. CocoLuv Inc. anticipates that it will derive its income from the ~~sale~~exchange ofratio its intended products as follows: Hair Shine (for women or men), Curl Definer (for women or men), Cleansing Oil (for women or men), Pomade (for men’s hair, beards, moustaches) and Wax (for men’s’ hair, beards, moustaches). We do not anticipate revenues until such time as we enter into retail operations. Since we are presently in the ~~development~~Reverse ~~stage of our business, we can provide no assurance that we will successfully bring retail online sales to fruition~~Acquisition.

WeKarbon-X ~~have~~provides ~~not~~customized ~~earned~~transactional ~~any~~options, ~~revenues~~tailored toinsights, ~~date.~~and ~~Our~~scalable ~~independent~~access ~~registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as~~ to ~~our~~the ~~ability~~Verified toEmissions ~~continue~~Reduction ~~as a going concern~~markets.

Karbon-X changes the marketing framework of traditional carbon marketing by engaging the public vs industry with multiple forms of technology based greenhouse gas reduction builds. Karbon-X will allow the public to purchase carbon offsets from an APP that is subscription based, with multiple levels of investment for every budget. Each subscription will support clean energy projects such as solar or wind power, methane capture, or reforestation and will reduce greenhouse gas emissions with provable, verifiable carbon credits.

Table of Contents

~~There~~Effects ~~is the likelihood that we may never be able to source, manufacture or market our proposed haircare product line. We are presently in the early development stage~~ of our business and we can provide no assurance that we will be able to source the materials we need, then design, market, brand, sell and produce our proposed haircare line of products.. If our company is not capable of building a market for our proposed products all funds that we spend on development will be lost.COVID-19

~~INDUSTRY~~In ~~OVERVIEW~~March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and the related adverse public health developments have adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. Management has determined that there has been no significant impact to the Company’s operations, however management continues to monitor the situation.

~~According~~Critical toAccounting the Global Virgin Coconut Oil Market report “The global virgin coconut oil market to grow at a CAGR of 9.75% during the period 2017-2021. The report covers the present scenario and the growth prospects of the global virgin coconut oil market for 2017-2021. To calculate the market size, the report considers the revenue generated from the sales of virgin coconut oil to individual consumers. The report also includes a discussion of the key vendors operating in this market. The players in the market are coming up with new value-added products from virgin coconut oil. Such products will increase the consumer interest in the market and will also help the farmers to gather more return on their products. Only 8% of value addition in coconut oil is happening in India, while it is about 60%-70% in the Philippines. The value-added products will help the market grow during the forecast period. According to the report, the players are launching new products to stay competitive in the market and also to keep the interest of the consumers alive in the market. In October 2016, Dash Organics launched 100% raw extra virgin coconut oil. The new product is Fairtrade and certified 100% organic by Soil Association. In January 2016, Tiana Fair Trade Organics introduced its raw virgin coconut oil under the brand name Coco Pacific. Policies

The ~~product~~preparation ~~launch~~of isour ~~backed~~consolidated byfinancial ~~$0.61~~statements ~~million marketing campaign and the company has also roped~~ in ~~Aldo~~conformity ~~Zilli,~~with ~~celebrity chef and restaurateur, as the brand ambassador~~U.S. InGAAP ~~July~~requires ~~2015,~~management ~~FAL~~to ~~Food~~make estimates and ~~Beverages~~assumptions ~~launched~~that ~~its~~affect ~~virgin coconut oil under~~ the ~~brand~~amounts ~~name~~reported ~~Coco Joy~~therein. InCritical ~~December~~accounting ~~2014,~~policies ~~GraceKennedy~~and ~~Limited~~estimates ~~launched~~are ~~its~~those ~~virgin~~that ~~coconut~~are ~~oil~~most ~~after~~important ~~spending~~to ~~about~~the $5portrayal ~~million~~of onour ~~researches~~financial ~~for~~condition ~~the~~and ~~new~~results ~~product.~~of ~~Further,~~operations ~~the~~and ~~report~~require ~~state~~management’s ~~that~~most ~~the~~difficult, ~~product~~subjective, ~~recalls~~or ofcomplex ~~virgin~~judgments, ~~coconut~~often ~~oil~~as ~~due~~a toresult ~~various reasons is one~~ of the ~~challenges~~need to ~~the~~make ~~growth~~estimates ofabout the ~~market.~~effect ~~The~~of ~~product~~matters ~~recalls~~that ~~will~~are ~~create~~inherently ~~a negative impression among the consumers~~uncertain. The ~~product~~following ~~recalls~~policies ~~will~~involve ~~also~~significant ~~cause~~judgments ~~the~~and ~~consumers to lose trust in the products in the market~~estimates. InOur ~~March~~significant ~~2016,~~accounting ~~Nisshin~~policies ~~OilliO~~are ~~Group~~described ~~issued~~further ain ~~voluntary~~Note ~~recall~~1 ~~of its coconut oil products including Nisshin Extra Virgin Coconut Oil due~~ to the ~~presence~~consolidated offinancial ~~Aspergillus, a type of fungus, in the products~~statements. ~~The company recalled about 1.6 million products.~~

~~Key~~Fair ~~Vendors:~~Value of Financial Instruments

·The ~~Barlean's~~Company ·uses ~~Hain~~a ~~Celestial~~three-tier ~~Group~~fair ·value ~~Nutiva~~hierarchy ·to ~~Tropical~~classify ~~Traditions~~and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:

~~Other~~● ~~Prominent~~Level ~~Vendors:~~1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

·Other ~~C20~~than ~~Pure~~the ~~Coconut~~derivative ~~Water~~liabilities ·presented Cbelow, ~~Coconut~~the ~~Water~~carrying ·amount ~~CHi~~of ·the ~~Edward~~Company’s &financial ~~Sons~~assets ·and ~~H2coco~~liabilities ·approximate ~~iTi~~their ~~Tropicals~~fair ·values. ~~Jax Coco · Zumi Natural (Coco Zumi)”~~

The Company measures certain financial instruments at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement. As of November 30, 2025, the Company evaluated the conversion features embedded in certain convertible promissory notes and determined that they represent derivative liabilities requiring bifurcation under ASC 815-15.

The Company uses valuation methods to estimate the fair value of the derivative liabilities associated with its convertible notes. The model incorporates significant unobservable inputs, including:

	·	Expected stock price volatility
	·	Risk-free interest rates
	·	Estimated time to maturity
	·	Probability of uplisting
	·	Expected trading volumes

Because these inputs are unobservable and require significant management judgment, the Company has classified the derivative liabilities as Level 3 in the fair value hierarchy.

Table of Contents

InThe anfollowing ~~article~~table ~~posted~~summarizes ~~by Hannah Broaddus, June 20, 2016, Supply and Demand in~~ the ~~Coconut~~fair ~~Oil~~value ~~Market~~hierarchy ~~[MARKET~~of ~~UPDATE] (http://www.centrafoods.com/blog/supply-and-demand-in-~~the~~-coconut-oil-market-market-update)~~ ~~“the~~Company’s ~~demand~~financial ~~for~~liabilities ~~coconuts~~measured ~~has~~at ~~skyrocketed~~fair invalue ~~the~~on last few years. Coconut can be found in the natural food market such as coconut oil, coconut sugar, coconut water. Not to mention just plain old coconuts. At the same time, coconut producers are having a ~~hard~~recurring ~~time~~basis ~~keeping up. Supply on coconuts has also gone down slowly over time, which~~ as ~~a matter~~ of ~~simple~~May economics has driven prices up. If you are using coconut oil in your production — or even thinking about using it — here’s what you need to know. Demand has gone way up and demands for trending products like coconut water and coconut sugar have skyrocketed in the last few years31, leaving less raw coconut material for turning into oil. Each of the different pieces of the coconut are used for different, and sometimes multiple, products. Therefore, oil competes with all of the other coconut products for the simple availability of the coconut plant. As an illustration of this increase in demand, you can track the word “coconut” in google to see how online searches using this keyword have increased over time. This data shows us what is being searched out and talked about online — which is a good indicator for demand in the natural foods industry and the retail market around the globe.”2025:

It is our opinion that in the mass segment, products with high levels of competition in the hair care industry such as shampoo and conditioner sales are driving down the value for these products. We anticipate that within the next two years, natural ingredients will drive new product innovations leveraging oils and fruit oils and essences, with consumers also looking for multifunctional benefits. Celebrity endorsements and professional hair products are increasingly penetrating this segment and driving the demand for natural products of quality as opposed to the mass segment products. For example, Kate Middleton’s hair stylist, Richard Ward, launched a 14-piece hair care range, The Chelsea Collection, in 2016, which includes ingredients such as Argan oil and keratin as well as an anti-ageing elixir.

	Level 1		Level 2		Level 3		Total
Derivative liabilities – convertible notes		-		-	$	168,358	$	168,358
Other financial instruments		-		-		-		-
Total Embedded Derivatives		-		-	$	168,358	$	168,358

~~MARKETING~~The following table summarizes the changes in Level 3 derivative liabilities measured at fair value on a recurring basis.

Marketing plan

	May 31, 2025
Balance at beginning of period		-
Purchases / issuances		275,419
Total (gains) losses recognized in earnings		54,831
Settlements (net)		(179,666	)
Change in unrealized (gains) losses included in earnings for instruments still held at period end		18,116
Balance at end of period		168,358

~~CocoLuv~~Revenue ~~Inc. plans to engage a marketing company to provide the following services:~~Recognition

~~Brand~~In ~~Marketing~~May –2014, ~~CocoLuv~~the ~~Inc~~FASB issued ASU No. ~~plans~~2014-09, toRevenue ~~focus~~from onContracts ~~increasing~~with ~~brand~~Customers. ~~awareness~~Since ~~through~~ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the ~~following~~guidance. ~~avenues~~These ~~that~~standards ~~will~~provide beguidance ~~managed~~on byrecognizing revenue, including a ~~marketing~~five-step ~~firm~~model to determine when revenue recognition is appropriate. The standard requires that wean ~~intend~~entity recognize revenue to ~~engage:~~depict ~~Integrated~~the ~~Marketing~~transfer ~~Communications,~~of ~~Brand~~control ~~Development~~of ~~and~~promised ~~Implementation,~~goods ~~Targeted~~or ~~Lead~~services ~~Generation,~~to ~~Business~~customers in an amount that reflects the consideration to ~~Business~~which /the ~~Business~~entity expects to ~~Customer~~be ~~Campaigns,~~entitled ~~Strategic~~in ~~Planning~~exchange &for ~~Account~~those ~~Management~~goods or services. Under ASC 606, ~~Marketing~~the ~~Consulting~~Company recognizes revenue from the commercial sales of carbon credits and ~~Planning,~~consulting ~~Strategic~~services ~~Planning~~by &applying ~~Account~~the ~~Management,~~following ~~Marketing~~steps: ~~Consulting~~(1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and ~~Planning~~(5) recognize revenue when each performance obligation is satisfied.

~~Digital~~Rates ~~and~~for ~~Social~~consulting ~~Media~~services ~~-The~~are ~~Company~~typically ~~plans~~per ~~to create a wide spread social media campaign based on effective planning and creative thinking to interest users~~day, ~~make~~per ~~them potential customers and them drive them to buy. In order to be successful~~hour, itor ~~is critical that we discover and create the perfect content to engage our audience. We intend to hire~~ a ~~marketing~~similar ~~company to manage and schedule upcoming posts, manage any questions or comments left by users, and analyze how effective our efforts will be~~basis. InConsulting ~~addition,~~revenue weis ~~will~~recognized ~~want~~over ~~this marketing company to perform a custom audit of all of our current social media accounts and website to provide feedback and recommendations to take our social media to~~ the ~~next~~period ~~level~~ in ~~order~~which tothe ~~maximize~~service ~~our~~is ~~results~~provided.

Revenue for sales of carbon credits is recognized at a point in time when control of the credit transfers to the buyer. The Company act as a principal in all revenue transactions.

Financial Condition and Results of Operations

Unaudited Results for the Three Months Ended November 30, 2025, and 2024

Sales and Revenue

For the three-month period ended November 30, 2025, the Company reported revenue of USD $20,847,625, an increase of 1,674% compared to $1,175,060 in the same period in 2024. The significant increase in sales was primarily due to selling of carbon credits through its new trading subsidiary.

Table of Contents

~~Additional~~Operating ~~services that will be considered as the company’s sales increase are:~~ Expenses

·Operating ~~Blog~~expenses ~~Set~~for the three-Upmonth &period ~~Monthly~~ended ~~Management~~November ·30, ~~E-Blasts~~2025, ·were ~~Google~~$2,872,771, ~~Ad-words~~compared ·to ~~Search~~$1,735,881 ~~Engine~~in ~~Optimization~~the ·same ~~Website~~period ~~Design~~in 2024, representing a 68% increase. The key factors driving this increase were:

~~Media~~· ~~Buying~~Marketing –Expenses: ~~Media~~Investment ~~buying~~in iscustomer ~~critical~~acquisition and ~~will~~brand-building ~~determine~~efforts, ~~the~~including ~~right~~strategic ~~buys~~partnerships ~~that~~like ~~will~~the ~~generate~~Oilers ~~interest~~initiative, ~~and~~resulted ~~sales.~~in ~~The~~marketing ~~company’s~~expenses ~~media~~of ~~buys~~$683,361, ~~need~~up tofrom go$370,488 ~~beyond~~in the ~~purchase~~same ofperiod ~~traditional~~in ~~advertising~~2024. · Salaries and ~~include~~Wages: ~~social~~Increased headcount, subcontractor costs, and ~~digital~~wage ~~components~~adjustments ~~easily~~contributed ~~tracked~~to sopayroll ~~that~~expenses weof ~~know~~$1,605,992, ~~what~~a issignificant ~~working~~rise from $922,139 in the same period in 2024. · Professional Fees: Costs related to legal, advisory, and ~~how~~compliance efforts amounted to ~~get~~$377,109, acompared ~~higher~~to ~~return~~$265,570 onin ~~our~~the ~~investment~~same period in 2024. · Other Operating Expenses: These totaled $206,309, up from $177,684, reflecting the Company’s operational scale-up.

~~Website~~Fiscal ~~and~~year ~~social~~ended ~~media~~May ~~-We~~31, anticipate that one of our biggest challenges will be is to increase traffic to our ecommerce store. This is especially crucial as our initial sales plan to generate revenue is to drive online sales. We know that CocoLuv Inc. must stand out from the thousands of other shops that are competing for the same traffic.2024

WeFor ~~intend~~the toFiscal ~~engage~~Year anended ~~outside~~May ~~firm~~31, to2024 ~~manage~~the ofCompany ~~our~~generated ~~website~~$412,057 ~~and~~in ~~social~~revenue ~~media~~from ~~once~~its webusiness ~~have~~operations ~~been~~and ~~able~~incurred toa ~~raise~~net ~~sufficient~~loss ~~funds~~of $2,744,583. ~~The~~As ~~company~~of ~~will~~May ~~focus~~31, on2024, the ~~following~~Company ~~strategies~~had ~~and~~working ~~components:~~capital of $2,273,655.

1.Sales ~~Post Daily Content for Continued Growth; - We need to grow our social communities~~ and in order to do this we must post content consistently. Timing and frequency of these posts will become critical to us reaching our existing customers at the right time and reach new customers. This will require the firm that we hire to evaluate the optimal frequency with your own audience or look at the engagement levels in comparison to posting frequencies of your competitors for some guidelines. We also intend to automate this process by using Swayy and/or Buffer. Swayy is great for finding high quality articles and news related to our industry and allows you to schedule posts to your different social networks. Buffer is a very popular app that can be integrated with our browser and dozens of other apps to help schedule posts to our social networks. Our hope is to eventually cut consulting costs by using these services and apps once we have established a solid social media marketing and advertising foundation.Revenue

2.For ~~Increase~~the ~~Exposure~~Fiscal ofYear ~~our~~ended ~~Product~~May ~~lines~~31, ~~our~~2025 ~~Social Buttons on our website and others blogs; -The more impressions we have on our social networks~~ the ~~more~~Company ~~likely~~generated we$412,057 ~~will~~in ~~gain more likes~~revenue. ~~The~~We ~~best~~are ~~way~~just toat ~~increase~~ the ~~number~~beginning of ~~impressions on~~ our ~~social~~commercialization ~~networks~~efforts iswhich bywe ~~embedding~~expect ~~social buttons within our site and marketing communications. Most blogs have social sharing buttons displayed prominently~~ to ~~encourage~~improve ~~readers~~during tothe ~~share~~current ~~information.~~fiscal year.

3.Operating Run a Launchrock Campaign; - Launchrock is a popular free service for collecting email addresses of people who want to get early access to the launch of a product, app, service, etc. Launchrock integrates social within the subscription process which is a very powerful component that can be used to turn a regular promotion into a viral marketing channel to help drive traffic and sales. We can fully customize the Launchrock widget and marketing copy and then embed the widget within our promotion page on our website. CocoLuv Inc. will have a give-away or some other promotion which will work on the basis of “friend-bring-a-friend” and use the social features of Launchrock to make it viral. In order to enter the promotion the potential customer will need to enter their email address on the promotion page. After they enter in their email address, Launchrock will show them a message and social sharing buttons. Within Launchrock, there is detailed analytics on the number of referrals each email brings which can help identify the top influences. These influencers can then be contacted via email and thanked personally for their help in spreading your promotion which adds a very nice personal touch to your promotion.Expenses

4.Operating ~~Leverage~~expenses ~~Social~~for ~~Reviews~~the toFiscal ~~Automate~~Year ~~Word~~ended ofMay ~~Mouth~~31, ~~Marketing;~~2024 -totaled ~~Using~~$1,567,041. ~~product~~Operating ~~reviews~~expenses toincluded ~~create~~marketing ~~trust~~expenses ~~and~~of ~~provide~~$176,476, ~~insights~~office onand ~~your~~general ~~products~~expenses, isprofessional afees, ~~great~~wages ~~way~~and tosalaries ~~increase~~of ~~sales.~~$754,286, ~~Yotpo is~~and adevelopment ~~popular~~expenses ~~free~~for ~~social~~our ~~review~~ app ~~that's~~and ~~available~~expenses inrelating ~~Shopify's~~to ~~app~~a ~~store. The~~project ~~app~~feasibility ~~helps~~studies. ~~convert~~The ~~over~~majority 8% of ~~customers~~marketing toexpenses ~~reviewers~~a ~~through~~one-time ~~their~~expense ~~mail~~paid ~~after purchase email which results~~ in aCompany ~~large number of reviews being created~~equity. ~~The process is automated.~~

5.Net Run a Twitter Q&A; - We will use this tactic to grow our Twitter community and dramatically increase engagement by hosting an occasional Twitter Q&A’s to start with and if the concept proves popular and drives more users to us, we will create a regularly scheduled Q&A. Over time, we intend to establish our brand as an authority in the space. Loss

6.Net ~~Run~~loss afrom ~~Pinterest~~operations ~~Treasure~~after ~~Hunt;~~income ~~-Pinterest~~taxes isand ~~one~~foreign ofcurrency ~~the~~translation ~~largest~~loss ~~social~~was ~~networks~~$2,733,200 induring the ~~world~~Fiscal ~~and~~Year isended aMay ~~useful~~31, ~~tool for marketing activities~~2024. WeAgain, ~~intend~~this towas ~~create~~as ~~buzz around our brand and product line and to run~~ a ~~“treasure~~result ~~hunt”~~principally ~~promotion.~~of ~~The~~marketing ~~way~~expenses ~~the~~but ~~treasure~~also ~~hunt~~for ~~works~~office ~~is to contact a few partners~~ and ~~ask~~general ~~each~~expenses, ofapp ~~them~~development toexpense pin an image on one of their Pinterest boards. Each image is meant to provide clues to the next image in the treasure hunt. CocoLuv Inc. will initialize the treasure hunt by publishing a blog post about the promotion and aproject ~~link~~feasibility ~~to the first image~~costs. ~~Fans that get to the last image are forwarded to a hidden page where they enter in their credentials to take part in the raffle.~~

Fiscal year ended May 31, 2025

For the Fiscal Year ended May 31, 2025 the Company generated $3,163,772 in revenue from its business operations and incurred a net loss of $7,053,492. As of May 31, 2025, the Company had working capital of $(1,902,607).

Sales and Revenue

For the Fiscal Year ended May 31, 2025 the Company generated $3,163,772 in revenue. We are just at the beginning of our commercialization efforts which we expect to improve during the current fiscal year.

Operating Expenses

Operating expenses for the Fiscal Year ended May 31, 2025 totaled $7,449,148. Operating expenses included salary expenses of $3,774,034, professional fees of $859,088 marketing expenses of $2,044,903, and office and general expenses, development expenses for our app and expenses relating to a project feasibility studies.

Net Loss

Net loss from operations after income taxes and foreign currency translation loss was $7,084,463 during the Fiscal Year ended May 31, 2025. Again, this was as a result principally of the loss of investment related to Silviculture.

Table of Contents

~~Traditional~~Liquidity ~~media~~and Capital Resources

~~CocoLuv~~The ~~Inc.~~following ~~intends~~table tosets ~~engage~~forth athe ~~marketing~~major ~~firm~~components toof ~~work with~~ our ~~digital~~statements and ~~social~~consolidated ~~media~~statements ~~consultants~~of incash ~~order~~flows tofor ~~combine~~the ~~efforts~~periods ~~to create maximum exposure and brand awareness through television and print campaigns alongside our digital and social media presence~~presented.

Sales Strategy

	Six months ended November 30, 2025			Six months ended November 30, 2024
Cash used in operating activities	$	(3,516,762	)	$	(3,364,533	)
Cash used in investing activities	$	(605,093	)	$	-
Cash from financing activities	$	9,791,321		$	2,240,772
Change in cash during the period	$	5,814,504		$	(1,215,719	)
Effect of exchange rate change	$	145,038		$	(91,958	)
Cash, beginning of period	$	704,346		$	2,675,400
Cash, end of period	$	6,518,850		$	1,459,681

~~CocoLuv~~As ~~Inc.’s sales strategy is simple and straight forward for the purpose~~ of ~~maintaining~~November ~~focus.~~30, We2025, ~~first intend to sell our products online through our website while building and driving our social and digital media presence. It is our plan that this will create revenue and~~ the ~~necessary~~Company ~~brand~~had ~~awareness~~$17,534,424 ~~to move to our second step. This step is to supply to spas and hair salons and place our entire line on their shelves. We will have regular and seasonal promotions for our online customers and~~ in ~~addition,~~current ~~will work with our spa and salon customers to create effective sales and seasonal promotions that will drive their sales~~assets.

~~COMPETITION~~To date, the Company has financed its operations through equity sales and the sale of convertible notes.

~~According~~During toJune ~~Euromonitor~~– ~~International~~November ~~the category leader L'Oréal USA saw healthy growth of 6% in current value terms in 2016~~2025, ~~which~~Karbon-X ~~enabled it to maintain its value share of 22%~~Corp. ~~This~~converted ~~growth~~loans ~~was~~for ~~championed~~$2,193,195 byinto ~~its Garnier brand~~4,870,291 ~~which~~shares ~~saw~~at ~~overall~~price ~~current value growth~~ of ~~40% in hair care in 2016 as its value share rose from 2% to 3%~~$0.90 ~~Garnier's success was due to the launch of its on~~-~~trend~~ ~~Whole Blends line, catering to demand for natural and botanical products~~$0.45 ~~However,~~per ~~L'Oréal's growth continues to be constrained by its focus on the declining category of colourants, which it led in 2016 with a 40% value~~ share.

~~Segmentation~~During ~~and customisation are set to be~~ the ~~major~~year ~~areas~~ended ofMay ~~consumer~~31, ~~interest~~2025, ~~in hair care in~~ the USCompany ~~over~~sold the forecast period. Each American consumer tends to view their hair as unique and this means that they will likely be prepared to look for products which they see as tailored towards their own hair. A major component of this will be the growth anticipated in the area of multicultural hair care space as women of colour turn to brands which address their specific hair care needs1,926,742 ~~especially~~shares ~~needs~~at ~~that they feel that mainstream brands currently fail to meet~~$.90 ~~African~~per ~~Americans~~share ~~are turning away from relaxants and are instead buying increasing amounts of other hair care products designed~~ for ~~textured~~total ~~hair,~~proceeds ~~a trend that will likely continue for some time. L’Oréal-owned brand Carol's Daughter is benefitting from the growth~~ of ~~multicultural hair care~~$1, ~~as are Shea Moisture and Mexican hair care brand Tio Nacho~~712,099. Latino and multiracial women have also traditionally struggled to find hair care products which meet their unique needs and represent a fast-growing area of the population with increasing spending power.

~~The~~On ~~direct~~September ~~competitors~~30, ~~for~~2025 ~~CocoLuv~~the ~~Inc.~~Company ~~are~~entered ~~Healthy~~in ~~Traditions,~~a ~~Jarrow~~promissory ~~Formulas,~~note ~~Nutiva,~~for ~~Coco & Co.~~$275,000 ~~Shea~~with ~~Moisture~~Labrys ~~and~~Fund ~~Nature~~II, ~~Well~~L.P. The ~~There~~Company ~~are~~issued ~~many~~to ~~other~~Labrys ~~companies that have lines of coconut oil products~~30,000 ~~however,~~shares ~~we focus on Virgin Coconut Oil as our main driver~~ of ~~quality~~common ~~and~~stock ~~do not see other companies that do not use Virgin Coconut Oil~~ as ~~direct~~Commitment ~~competition~~Shares.

~~PRODUCTS~~Recent Developments

~~Proposed~~During the six months ended November 30, 2025, the Company ~~Product~~strengthened ~~Line~~its executive leadership team with the appointment of key hires. Adriana Ebell, a seasoned financial executive with over 23 years of experience, joined the Company as Acting Chief Financial Officer (CFO). In this role, she will oversee the Company’s financial strategy, reporting, and compliance functions, contributing to enhanced financial management and planning as the Company continues its growth trajectory.

~~Coconut~~This ~~oil~~appointment isreflect ~~rich~~our incommitment ~~antioxidants,~~to ~~and~~building ~~has~~a ~~antiviral,~~strong ~~antifungal,~~leadership ~~and~~team ~~antibacterial~~as ~~properties.~~we ~~When~~continue used on hair, it improves scalp health, fights infections and fungus, supports hair growth, all while adding volume and shine without the common harmful chemicals. CocoLuv Inc.’s products are intended to ~~embody~~execute ~~the~~on ~~best~~our ofstrategic ~~virgin~~priorities ~~coconut oil~~ and ~~provide~~drive ~~all~~value offor ~~the above benefits~~stockholders. ~~We intend to create the following line of products:~~

Revenue Growth

	·	For the six months ended November 30, 2025, revenue surged to $56.5 million, a 4,238% increase compared to $1.3 million in the same period in 2024.

	·	This growth was driven by the successful launch and scaling of Karbon-X’s carbon credit trading subsidiary in 2025

Strategic Capital Formation

	·	$3.88 million raised

	·	$2.28 million in debt converted to equity, reflecting investor confidence and reducing future interest obligations.

Table of Contents

~~WOMENS~~Strengthened ~~PRODUCTS~~Liquidity Position

Product 1: Hair Shine

	·	Cash and cash equivalents increased by 826%, from $704,346 at the beginning of the quarter to $6.5 million at quarter-end.

	·	Total current assets rose to $6.5 million, up from $5.8 million in the prior quarter.

·Asset ~~Tames~~Acquisition ~~fly-a-ways~~with ·High ~~adds shine · smooths hair · reduces the time spent blow-drying and straightening~~Upside

Product 2: Hair balm:

	·	Completed a strategic carbon-offset project portfolio acquisition for $605,093.

	·	Management estimates the fair market value of acquired projects exceeds $22 million, representing a significant potential return on investment.

·Operational ~~Conditions · Smoothes fly always · Washes out easily~~Expansion

~~Product~~· 3:Inventory ~~Curl~~increased ~~Definer~~by 1,398%, from $99,644 to $1.5 million, reflecting ramp-up in carbon credit production and project development.

·Global ~~Adds~~Impact ~~hold~~& ~~and definition for curly types of hair · Creates shape, hold, definition, encourages each coil to dry in a smooth, curved shape~~Innovation

~~Product~~· 4:Continued ~~Hair~~development ~~Treatment~~of NFT-based carbon credit trading platform, enhancing transparency and liquidity in the voluntary carbon market.

·Improved ~~Hydrates~~Financial ~~hair · Softens your strands · Helps the detangling process · Combats frizz~~Efficiency

~~MENS~~· ~~PRODUCT~~For the six months ended November 30, 2025, the company maintained a gross profit of $2.3 million, up from $564,154 in the same period in 2024.

~~Product~~Subsequent ~~1: Pomade~~ Events

·On ~~Gives~~October ~~medium-to-high~~31, ~~hold~~2025 ~~and~~the ~~shine~~Company ·entered ~~Designed~~in a promissory note for ~~short~~$275,000 ~~and~~with ~~medium~~Firstfire ~~styles~~global Opportunities Fund L.P. The Company issued to Firstfire 40,000 shares of common stock as Commitment Shares.

~~Product~~On 2:October ~~Cream~~30, 2025 the Company entered in a promissory note for $165,000 with Jefferson Street Capital, LLC. The Company issued to Jefferson 18,000 shares of common stock as Commitment Shares.

·On ~~Designed~~November ~~for~~24, ~~medium~~2025 ~~and~~the ~~longer~~Company ~~styles~~entered ·in ~~Provides~~ a ~~light~~promissory ~~hold~~note ~~with~~for ~~little~~$174,000 ~~shine~~with ·Debtfund ~~gives longer styles some light control and direction~~L.P.

Future Financing

In connection with its proposed business plan and possible acquisitions, in addition to the possible proceeds from the sale of the Note the Company will be required to complete substantial and significant additional capital formation. Such formation could be through additional equity offerings, debt, bank financings or a combination of any source of financing. There can be no assurance that the Company will be successful in completion of such financings.

Plan of Operations

As noted above, the continuation of our current plan of operations requires us to raise significant additional capital. If we are successful in raising capital through the sale of common shares, we believe that we will have sufficient cash resources to fund our plan of operations through 2026. If we are unable to do so, we may have to curtail and possibly cease some operations. We intend to use the net proceeds from the offering for research and development, operations, regulatory compliance, intellectual property, working capital and general corporate purposes.

Table of Contents

~~RESEARCH~~We ~~AND~~continually ~~DEVELOPMENT~~evaluate ~~EXPENDITURES~~our plan of operations to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations.

WeCapital ~~have not incurred any research expenditures since our incorporation.~~Expenditures

~~BANKRUPTCY~~As ORof ~~SIMILAR~~November ~~PROCEEDINGS~~30, 2025 we had one asset acquisition as disclosed above and no other capital expenditures.

~~There~~Commitments ~~has~~and ~~been~~Contractual ~~no bankruptcy, receivership or similar proceeding.~~Obligations

~~REORGANIZATIONS~~As a “smaller reporting company” as defined by Item 10 of Regulation S-K, ~~PURCHASE~~the ORCompany ~~SALE~~is OFnot ~~ASSETS~~required to provide this information.

~~There~~Off-balance ~~have~~Sheet ~~been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.~~ Arrangements

~~COMPLIANCE~~The ~~WITH~~Company ~~GOVERNMENT~~has ~~REGULATION~~no off-balance sheet arrangements.

WeGoing will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities. In general, the operation of our business is not subject to any special regulatory requirements. Concern

~~PATENTS~~To ~~AND~~date ~~TRADEMARKS~~the Company has recently begun ramping up revenues from its business operations and has incurred operating losses since inception of $16,034,844. As of November 30, 2025, the Company has working capital of $2,235,619. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

WeThe doaccompanying ~~not~~financial ~~own,~~statements ~~either~~have ~~legally~~been orprepared ~~beneficially~~on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any ~~patents~~adjustments relating to the recovery of the recorded assets or ~~trademarks~~the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our proposed products. However, we must comply with FDA regulations regarding consumer haircare products and labelling.

FACILITIES

We currently lease office space at 1390 Main Street, Suite 200, San Francisco, California 97204. Our telephone number is (800) 294-8513. Management believes the current premises are sufficient for its needs at this time.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We have no employees as of the date of this prospectus. We have no employment or other agreement with Mr. Guillermo, Mr. Norman or any other person. Mr. Guillermo currently devotes approximately twenty hours per week and Mr. Norman devotes five hours per week to company matters and after receiving funding, they plan to devote as much time as the Board of Directors determines is necessary to manage the affairs of the Company. We anticipate we will conduct our business largely through consultants.

Table of Contents

~~LEGAL~~DIRECTORS ~~PROCEEDINGS~~AND EXECUTIVE OFFICERS

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

~~DIRECTORS,~~The ~~EXECUTIVE~~table ~~OFFICERS~~below reflects the Company’s executive officers and directors. There is no agreement or understanding between the Company and each current or proposed director or executive officer pursuant to which he was selected as an officer or director. The address for each such officer and director is 6575 West Loop South, ~~PROMOTER~~Suite ~~AND~~500, ~~CONTROL~~Bellaire, ~~PERSONS~~TX 77401.

The names, ages and titles of our executive officers and directors are as follows:

Name	Age	Positions and Offices

Chad Clovis	46	Chief Executive Officer, President and Director
Brett Hull	61	Director
Justin Bourque	44	Director

Name and Address of Executive Officer and/or Director	Age	Position
Reymund Guillermo San Antonio, Gerona Tarlac Philippines, 2302	33	President and Chief Executive Officer and Director
Geoff Norman 14904 Huntridge Circle Louisville, KY 40245	52	Secretary and Treasurer

The Directors and Officers named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, Directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors.

~~Reymund~~Chad ~~Guillermo has served as Chairman of the Board~~Clovis, ~~President and~~ Chief Executive Officer ~~since September 13~~, ~~2017.~~President ~~Since~~and January 2015, Mr. Guillermo has been employed by ON Semiconductor Philippines Inc., in San Antonio, Philippines as its Senior Engineer. Prior to January 2015 Mr. Guillermo was Process Engineer for Texas Instruments Philippines Inc. from August 2019 to January 2015. He was also employed by Epson Precision Philippines Inc. as Staff Engineer in 2008.Director

Chad Clovis is the Chief Executive Officer of Karbon-X Corp. which he founded in 2022. Mr. ~~Guillermo~~Clovis ~~obtained~~has abeen ~~Bachelor~~the CEO of ~~Science~~Chenn Holdings since 2013 performing business development and business expansion services for multiple businesses in ~~Mechanical~~the ~~Engineering~~dirt ~~from~~works ~~Tarlac~~and ~~State~~oilfield ~~University~~transportation space. In 2014 he was the founder and Operations Manager of CCV Ltd a full-service oilfield trucking company which was successfully sold to Petrogas Logistics in ~~April~~2016 ~~2007~~where Mr.Clovis became the Manager of Northern Operations. After founding Karbon-X in early 2022 Mr.Clovis completed a reverse take over of Cocoluv, Inc., an OTC listed company, and raised substantial funds to operate the business through its growth period. Chad Clovis is 44 years old.

~~Given~~Chad ~~Mr.~~Clovis ~~Guillermo’s~~is ~~managerial,~~a ~~and~~professional operator with more then 80,000 ~~technical~~hours ~~expertise~~operating ~~within~~various ~~the~~pieces ~~Philippines~~of ~~and~~oilfield ~~the~~equipment ~~United~~including ~~States~~high ~~gained~~pressure bychemical ~~his~~pumpers, ~~work~~sour ~~with~~sealed ~~international~~tank ~~companies~~units, ~~the~~high ~~company~~pressure ~~believes~~water ~~that~~blast units and hydro vac units of various configurations. Mr. ~~Guillermo’s~~Clovis ~~background~~attended ~~and~~BCIT ~~experience~~in ~~make~~2011 ~~him~~to ~~well~~obtain ~~suited~~the toNational ~~serve~~Safety asOfficer ~~our~~designation, ~~principal~~Leadership ~~officer~~in Business Excellence designation and ~~sole~~Janus ~~director~~Mentor Training designation which he graduated with honors.

~~Geoff~~Brett ~~Norman has served as the Company’s Secretary and Treasurer since September 13~~Hull, ~~2017. Since August 2014 he has been a teacher at Trinity High School in Louisville, Kentucky. Prior to August 2014 Mr. Norman acted as the Executive~~ Director ~~of the Salvation Army Boys and Girls Clubs in Louisville, Kentucky between 2007 and 2013 and was the Club Director of the boys and Girls Club of Franklin/Williamson County from 2003 to 2007.~~

~~Mr.~~Brett ~~Norman~~Andrew ~~received~~Hull ~~his~~is ~~Bachelor~~a Canadian–American former ice hockey player and general manager, and currently an executive vice president of ~~Science~~the ~~from~~St. Louis Blues of the ~~University~~National Hockey League (NHL). He played for the Calgary Flames, St. Louis Blues, Dallas Stars, Detroit Red Wings, and Phoenix Coyotes between 1986 and 2005. His career total of ~~British~~741 ~~Columbia~~goals is fifth highest in ~~1993~~NHL history, and ~~his~~he ~~college~~is ~~diploma~~one ~~from~~of ~~Langara~~five ~~Community~~players ~~College~~to score 50 goals in ~~1998~~50 games. He was a member of two Stanley Cup winning teams — 1999 with the Dallas Stars and 2002 with the Detroit Red Wings. In 2017 Hull was named one of the 100 Greatest NHL Players in history.

MrKnown as one of the game’s greatest snipers, Hull was an elite scorer at all levels of the game. ~~Norman~~He ~~has~~played ~~demonstrated~~college ~~his~~hockey ~~leadership~~for ~~qualities~~the ~~and~~University ~~developed~~of ~~excellent~~Minnesota-Duluth ~~communication~~Bulldogs, ~~skills~~where he scored 52 goals in 1985–86. He scored 50 the following year with the Moncton Golden Flames of the American Hockey League (AHL) and had five consecutive NHL seasons of at least 50 goals. His 86 goals in 1990–91 is anthe ~~asset~~third-highest tosingle-season total in NHL history, with the ~~Company~~first two being the same person, Wayne Gretzky. Hull won the Hart Memorial Trophy and Lester B. Pearson Award that year as the league’s most valuable player. He was named a first team all-star on three occasions and played in eight NHL All-Star Games.

~~TERM~~Justin OFBourque, ~~OFFICE~~Director

~~Each~~Justin ofBourque ~~our directors~~ is ~~appointed~~an toexperienced ~~hold office until the next annual meeting of our stockholders or until his respective successor is elected~~ and ~~qualified,~~passionate orleader ~~until he resigns or is removed in accordance~~ with ~~the~~27 ~~provisions~~years of ~~the~~diverse ~~Nevada~~Industry ~~Revised Statues. Our officers are appointed by our Board of Directors~~ and ~~hold~~Indigenous ~~office~~Community ~~until~~development ~~removed by the Board or until their resignation~~experience.

Table of Contents

~~DIRECTOR~~Presently, ~~INDEPENDENCE~~Justin is the Founder and President of Asokan Generational Developments, a consulting firm providing strategic advisory services focused on bridging the gap between Industry and Indigenous Communities.

~~Our~~As ~~board~~a ofpassionate ~~directors~~Indigenous isleader, ~~currently~~Justin ~~composed~~is ofdeeply ~~one~~committed ~~member,~~to ~~Reymund~~enhancing ~~Guillermo,~~the ~~who~~relationships ~~does~~between ~~not~~corporations ~~qualify~~and asIndigenous anCommunities. ~~independent~~with ~~director~~extensive experience in ~~accordance~~both, ~~with~~he sees the ~~published~~value ~~listing~~in ~~requirements~~mutually ofbeneficial ~~the~~relationships. ~~NASDAQ~~Building ~~Global~~Indigenous ~~Market.~~resilience, ~~The~~economic ~~NASDAQ~~sovereignty ~~independence~~and ~~definition~~shareholder ~~includes~~value athrough ~~series~~development ofand ~~objective~~management ~~tests,~~of ~~such~~meaningful aspartnerships ~~that~~between ~~the~~Indigenous ~~director~~Communities isand ~~not,~~Industry. ~~and~~He has ~~not~~ been ~~for~~ at ~~least~~the ~~three~~forefront ~~years, one~~ of ~~our~~ideating, ~~employees~~developing and ~~that~~successfully ~~neither~~executing ~~the~~a ~~director,~~number ~~nor any~~ of ~~his~~major ~~family~~projects, ~~members~~both ~~has~~greenfield ~~engaged~~and inbrownfield, ~~various~~representing ~~types~~Indigenous ofCommunities ~~business~~as ~~dealings~~well ~~with~~as uscorporate clients. InThese ~~addition,~~projects ~~our~~included ~~board of directors has not made~~ a ~~subjective~~number ~~determination~~of ascomplex toIndigenous ~~each~~equity ~~director~~ownership ~~that~~transactions, nowhere ~~relationships~~he ~~exist~~has ~~which,~~served in ~~the~~diverse ~~opinion~~roles, ofincluding ~~our~~as ~~board~~an ~~of directors~~advisor, ~~would~~management ~~interfere~~committee ~~with~~representative, ~~the~~project ~~exercise~~lead, oflead ~~independent~~negotiator, ~~judgment~~Indigenous inCommunity ~~carrying out the responsibilities of a director~~leader, ~~though~~President ~~such~~and ~~subjective~~Director ~~determination~~of ~~is required by~~ the ~~NASDAQ~~Board ~~rules~~post-closing. ~~Had~~Most ~~our~~recently, ~~board~~Justin ofhas ~~directors~~played ~~made~~an ~~these~~integral ~~determinations,~~role ~~our~~in ~~board~~three ofmajor ~~directors~~Indigenous ~~would~~equity ~~have~~transactions ~~reviewed~~worth ~~and~~approximately ~~discussed~~$2.6 ~~information~~billion ~~provided~~and byinvolving ~~the~~more ~~directors~~than ~~and~~35 usunique ~~with~~Indigenous ~~regard~~Communities tothroughout ~~each~~Alberta. ~~director’s~~As ~~business~~part ~~and~~of ~~personal~~executing ~~activities~~these ~~and~~transactions, ~~relationships~~Justin assupported ~~they~~the ~~may~~raise ~~relate~~of tonearly us$0.5 ~~and~~billion ~~our~~in ~~management~~capital.

~~SIGNIFICANT~~In ~~EMPLOYEES~~recognition of his exemplary leadership and invaluable contributions to Indigenous Communities, in December 2022, Justin was awarded Queen Elizabeth II’s Platinum Jubilee Medal. In November 2023, Asokan was added to the Indigenomics Institute 10 To Watch List for demonstrating excellence and leadership in the emerging $100 billion Indigenous economy. Justin was also named one of Canada’s Top 20 Dynamic CEOs by The CEO Publication; One of 10 Most Innovative Business Leaders to Follow in 2022 by CIO Views; and Top 50 Under 50 by YMM. Justin has also been awarded the JA Northern Alberta Business Hall of Fame “Innovator” Award for his forward-thinking leadership and innovative spirit during his tenure as CEO of Willow Lake Métis Nation in Anzac, Alberta. During his time as CEO, Justin built the Nation’s innovative governance and ESG frameworks, and forged several strategic partnerships to create revenue and job opportunities, spur community development, and secure the Nation’s future. Under his leadership, Willow Lake Métis became a self-governing Nation. In addition, through the Sohkastwawin initiative, which in Cree means “the act of being resilient”, the previously landless Nation purchased 205 acres of land that it plans to reclaim and develop in a sustainable way, providing their community a home for the first time.

WeInvolvement ~~have~~in noCertain ~~employees.~~Legal Our Chairman, President and Chief Executive Officer, Treasurer and Secretary, Reymund Guillermo, are independent contractor to us and Mr. Guillermo currently devotes approximately twenty hours per week to company matters and Mr. Norman devotes approximately five hours per week to the company. After receiving funding pursuant to our business plan Mr. Guillermo intends to devote as much time as the Board of Directors deem necessary to manage the affairs of the company.Proceedings

~~Mr.~~No ~~Guillermo~~director, ~~has~~executive ~~not~~officer, ~~been~~promoter ~~the~~or ~~subject~~control person of ~~any~~Karbon-X ~~order~~has, ~~judgment,~~during orthe ~~decree~~last often ~~any~~years: ~~court~~(i) ofbeen ~~competent~~convicted ~~jurisdiction,~~in or ~~any~~is ~~regulatory~~currently ~~agency~~subject ~~permanently~~to ora ~~temporarily~~pending ~~enjoining,~~a ~~barring,~~criminal ~~suspending~~proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or ~~otherwise~~administrative ~~limited~~body ~~him~~of ~~from~~competent ~~acting~~jurisdiction and as ana ~~investment~~result ~~advisor,~~of ~~underwriter,~~such ~~broker~~proceeding was or ~~dealer~~is insubject ~~the~~to ~~securities~~a ~~industry~~judgment, decree or asfinal anorder ~~affiliated~~enjoining ~~person~~future violations of, ~~director~~or prohibiting or ~~employee~~mandating ofactivities ansubject ~~investment~~to ~~company,~~any ~~bank,~~federal ~~savings~~or ~~and~~state ~~loan~~securities ~~association,~~or banking or ~~insurance~~commodities ~~company~~laws orincluding, ~~from~~without ~~engaging~~limitation, in orany ~~continuing~~way limiting involvement in any ~~conduct~~business activity, or ~~practice~~finding inany ~~connection~~violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such ~~activity~~person was an executive officer or ina ~~connection~~general ~~with~~partner, whether at the ~~purchase~~time of the bankruptcy or ~~sale~~for ofthe ~~any~~two ~~securities~~years prior thereto.

~~Mr.~~Committees ~~Guillermo nor Mr. Norman have not been convicted in any criminal proceeding nor are they subject~~ of ~~any~~the ~~currently pending criminal proceeding.~~Board

WeDecisions ~~intend~~of tothe ~~conduct~~Board ~~our~~of ~~business~~Directors ~~through~~are ~~agreements~~generally ~~with~~taken ~~consultants~~by written unanimous resolutions. The current Board comprises three members and ~~arms-length~~holds ~~third~~regularly ~~parties~~scheduled meetings. ~~Currently~~The entire board provides the functions of Audit, weCompensation ~~have~~and noGovernance ~~formal~~committees ~~consulting~~until ~~agreements~~such intime ~~place~~as charters for these committees can be adopted and they can be populated by independent directors.

Family Relationships

None

Compliance with Section 16(A) of The Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon a review of copies of Section 16(a) reports and representations received by us from reporting persons, and without conducting any independent investigation of our own during the fiscal year ended May 31, 2024, all forms required, if any, were filed with the SEC by such reporting persons.

Changes in Nominating Procedures

None

Table of Contents

EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our President and Chief Executive Officer, and its Secretary and Treasurer and all other executive officers (collectively, the “Named Executive Officers”) from inception on September 13, 2017 until May 31, 2018:

Summary Compensation Table

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)
Reymund Guillermo, President and Chief Executive Officer	September 13, 2017 to May 31, 2018		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Geoff Norman Secretary/Treasurer	September 13, 2017 to May 31, 2018		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

The following table sets forth the total compensation paid to, or accrued by, the Named Executive Officers and any other employees earning over $100,000 per year for May 31, 2024 and May 31, 2025. No restricted stock awards, long-term incentive plan payout or other types of compensation were paid to these executive officers during that period.

We did not pay any salaries in 2018. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officer and director other than as described herein. There are no current employment agreements between the company and its officers.

Name	Year	Fees Earned or paid in cash ($)		Stock awards ($)		Option Awards ($)		Non-equity incentive plan compensation ($)		Change in pension value and nonqualified deferred compensation earnings		All other compensation ($)		Total ($)
Chad Clovis	2024	$	180,250											$	180,250
	2025	$	396,076		70,751								72,750		539,577
Christopher Mulgrew*	2024	$	-		-		-		-		-		-		-
	2025	$	282,077		47,312		-		-		-		49,312		378,701

25Mr. ~~Table~~Mulgrew ofis ~~Contents~~no longer employed by the Company.

~~Mr.~~Employment Guillermo currently devotes approximately twenty hours per week to manage the affairs of the company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.Agreements

~~There~~On ~~are~~September ~~no annuity~~16, ~~pension~~2024 orthe ~~retirement~~Company ~~benefits~~entered ~~proposed~~into toan beemployment ~~paid~~contract towith ~~the~~Chad ~~officer~~Clovis oras ~~director~~President ~~or employees in the event~~ of ~~retirement~~Karbon-X atProject. ~~normal~~Pursuant ~~retirement date pursuant~~ to ~~any~~the ~~presently~~contract ~~existing~~Mr. ~~plan~~Clovis ~~provided~~is orpaid ~~contributed~~an toannual bysalary ~~the~~of ~~company~~$450,000.

Equity Compensation Plans

On June 24, 2024 the Company adopted the 2024 Employees’ Directors’ Officers’ and Consultants’ Stock Option Plan. Which authorizes the Company to issue up to 5,000,000 options to purchase common stock at a price, term and vesting as determined by the Board of Directors. The plan was amended to authorize the issuance of up to 15,000,000 options to purchase common stock. As of November 30, 2024 the Company has outstanding 3,922,375 options to employees and officers exercisable for five years at an exercise price of $0.75 per share.

The Board may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion. Bonuses will be granted if the Board believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives. Other than our bonus plan we have no current equity compensation plans.

All compensation and stock option plans for executives and employees will be governed by the Compensation and Governance Committee.

Expense Reimbursement

We will reimburse our officers and directors for reasonable expenses incurred during the course of their performance.

Retirement Plans and Benefits.

None.

Director Compensation

~~The~~We ~~following~~do ~~table~~not ~~sets~~have ~~forth~~a ~~director~~standard compensation asarrangement for directors. The Company intends to form a Compensation and Governance Committee to make such determinations, with approval by both the Board of ~~May~~Directors 31and the Audit Committee. Effective October 1, ~~2018:~~2025 we issued had issued 83,332 shares of restricted common stock to each of our non-executive directors.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Reymund Guillermo			-0-				-0-				-0-				-0-				-0-				-0-				-0-

At this time, CocoLuv Inc. has not entered into any employment agreements with its principal officer and its sole director. If there is sufficient cash flow available from our future operations, the company may enter into employment agreements with our sole officer and director or future key staff members.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Reymund Guillermo will not be paid for any underwriting services that he performs on our behalf with respect to this offering. There are no assets acquired or to be acquired by the Company from Mr. Guillermo. Mr. Guillermo is the sole promoter of this offering. There are no other promoters of this offering.

On September 30, 2017 the Company issued to Mr. Guillermo 4,000,000 common shares at $0.001 per share for net proceeds to the Company of $4,000.

As of May 31, 2018, Mr. Reymund Guillermo, President, Director, Secretary and principal Executive, Financial and Account Officer(s) of CocoLuv Inc. had advanced funds to the Company in the amount of $1,719. This is the largest and only amount advanced to the Company. The amount due to Mr. Guillermo is unsecured, non-interest bearing, payable on demand with no written terms of repayment. As of May 31, 2018 the amount of $1,719 is still outstanding and no other advances have been made to the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of May 31, 2018, by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percentage
Common Stock		Reymund Guillermo San Antonio, Gerona Tarlac, Philippines 2302		4,000,000 shares of common stock (direct)			100	%

__________

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on May 31, 2018. As of May 31, 2018, there were 4,000,000 shares of our common stock issued and outstanding.

Table of Contents

~~PLAN~~PRINCIPAL ~~OF DISTRIBUTION~~SHAREHOLDERS

~~CocoLuv~~The ~~Inc.~~following ~~has~~table ~~4,000,000~~sets ~~common~~forth the number of shares of common stock ~~issued~~beneficially ~~and~~owned ~~outstanding~~by as(i) ofthose ~~the~~persons ~~date~~or ofgroups ~~this~~known ~~prospectus.~~to ~~The~~beneficially ~~Company~~own ismore ~~registering~~than an5% ~~additional~~ of ~~3,000,000~~the ~~shares~~Company’s ~~of its~~ common stock, ~~for~~(ii) ~~sale~~each atcurrent ~~the~~director ~~price~~and ofexecutive ~~$0.05~~officer ~~per~~of ~~share.~~the ~~There~~Company, isand no(iii) ~~arrangement~~all ~~to address~~ the ~~possible~~current ~~effect~~executive ofofficers ~~the~~and ~~offering~~directors onas ~~the~~a ~~price of the stock~~group. The ~~funds~~information ~~raised~~is inset ~~this~~forth ~~offering~~as ~~will~~of ~~not~~the betime ~~placed into an escrow account or trust account and will be~~ immediately ~~accessible~~after toclosing the ~~Company~~reorganization.

InPursuant ~~connection~~to ~~with~~Rule ~~the Company’s selling efforts in the offering, Reymund Guillermo will not register as a broker~~13d-~~dealer~~3 ~~pursuant~~under ~~to Section 15 of~~ the Exchange Act, ~~but~~a ~~rather~~beneficial ~~will~~owner ~~rely~~of ~~upon~~securities ~~the~~is ~~“safe~~a ~~harbor”~~person ~~provisions~~who ofdirectly ~~SEC~~or ~~Rule 3a4-1~~indirectly, ~~promulgated~~through ~~under~~any ~~the~~contract, ~~Securities~~arrangement, ~~Exchange Act of 1934~~understanding, asrelationship ~~amended~~or ~~(the~~otherwise ~~“Exchange~~has, ~~Act”).~~or ~~Generally speaking~~shares, ~~Rule~~voting ~~3a4-1~~power ~~provides~~and/or aninvestment ~~exemption~~power ~~from the broker-dealer registration requirements of the Exchange Act for persons associated~~ with anrespect ~~issuer~~to ~~that participate in an offering of~~ the ~~issuer’s~~ securities., ~~Mr.~~and ~~Guillermo is not subject to~~ any ~~statutory~~person ~~disqualification,~~who ashas ~~that~~the ~~term~~right isto ~~defined~~acquire inbeneficial ~~Section~~ownership ~~3(a) (39)~~ of the ~~Exchange~~security ~~Act.~~within ~~Mr.~~60 ~~Guillermo~~days ~~will~~through ~~not~~any bemeans, ~~compensated~~including ~~in connection with his participation in~~ the ~~offering~~exercise byof ~~the~~any ~~payment~~option, ofwarrant ~~commissions~~ or ~~other~~right ~~remuneration based either directly~~ or ~~indirectly~~the onconversion ~~transactions~~of ina ~~our securities~~security. ~~Mr.~~Any ~~Guillermo~~shares isthat are not, ~~nor~~outstanding ~~has~~that hea ~~been~~person ~~within~~has the ~~past~~right 12to ~~months,~~acquire aare ~~broker~~deemed orto ~~dealer,~~be ~~and~~outstanding hefor isthe ~~not,~~purpose ~~nor~~of ~~has~~calculating ~~he been within~~ the ~~past~~percentage ~~12 months, an associated person~~ of abeneficial ~~broker~~ownership ~~or dealer. At the end~~ of ~~the~~such ~~offering~~person, ~~Mr.~~but ~~Guillermo~~are ~~will~~not ~~continue~~deemed to ~~primarily~~be ~~perform~~outstanding ~~substantial duties~~ for the ~~Company~~purpose orof oncalculating ~~its~~the ~~behalf~~percentage ~~otherwise~~of ~~than~~beneficial inownership ~~connection with transactions in securities. Mr. Guillermo will not participate in selling an offering~~ of ~~securities for~~ any ~~issuer more than once every 12 months~~ other ~~than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii)~~person.

~~CocoLuv Inc. will receive all proceeds from the sale of the 3,000,000 shares being offered.~~ The ~~price~~following ~~per~~table ~~share~~represents ~~is fixed at $0.05 for the duration of this offering. Although our common stock is not listed on~~ a ~~public~~list ~~exchange or quoted over-the-counter, we intend to seek to have our shares~~ of ~~common stock quoted on~~ the ~~Over-the~~principal Counter Bulletin Board. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.stockholders:

The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.05 per share.

Title of Class	Name of Beneficial Owner	Amount of Beneficial Ownership		Percentage of Stock

Common Stock	Chad Clovis, Chief Executive Officer, President and Director (1)		16,500,000		20.4	%
Common Stock	CM Equity AG		5,000,000		6.21	%
Common Stock	Morsevo Trading, Inc		4,662,125		5.8	%
Common Stock	Hummingbird Trust		4,225,000		5.2	%
Common Stock	Tyler Skinner		4,708,334		5.8	%
Common Stock	CBKT Ventures		4,074,250		5.0	%
Common Stock	Brett Hull, Director		152,777		0.2	%
Common Stock	Justin Bourque, Director		111,110		0.1	%
Common Stock	All directors and officers as a group (4 persons)		16,763,887		20.8	%

In(1) ~~order~~Consists ~~to comply with the applicable securities laws~~ of ~~certain states~~14,500,000 ~~the~~shares ~~securities~~held ~~will~~directly beby ~~offered~~Mr. orClovis ~~sold~~and in2,000,000 ~~those~~shares ~~only~~held ifby ~~they~~Jennifer ~~have~~Clovis, ~~been~~who ~~registered or qualified for sale; an exemption from such registration or if qualification requirement~~ is ~~available~~the ~~and~~spouse ~~with~~of ~~which CocoLuv Inc~~Mr. ~~has complied~~Clovis.

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

CocoLuv Inc. will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

REGULATION M

Our principal officer and sole director, Reymund Guillermo, who will offer and sell the shares, offered hereby, is aware that he is required to comply with the provisions of Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participates in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.

DESCRIPTION OF SECURITIES

GENERAL

There is no established public trading market for our common stock. Our authorized capital stock consists of 200,000,000 shares of common stock, with $0.001 par value per share. As of May 31, 2018, there were 4,000,000 shares of our common stock issued and outstanding that were held by one registered stockholder of record.

Table of Contents

~~COMMON~~CERTAIN ~~STOCK~~RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a summary of the material rights and restrictions associated with our common stock. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement.None

~~The~~Director holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote.Independence

~~Our~~The ~~Bylaws~~Company ~~provide~~is not currently listed on any national exchange, or quoted on any inter-dealer quotation service, that atimposes ~~all~~independence ~~meetings~~requirements on any committee of the ~~stockholders~~Company’s ~~for~~directors, ~~the~~such ~~election~~as ofan ~~directors~~audit, anominating ~~plurality~~or ofcompensation ~~the~~committee. ~~votes~~The ~~cast~~Company ~~shall~~currently bedoes ~~sufficient~~not tocurrently ~~elect~~have any independent directors on its Board.

OnDESCRIPTION ~~all~~OF other matters, except as otherwise required by Nevada law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary to authorize any corporate action to be taken by vote of the stockholders.SECURITIES

ACommon “plurality” means the excess of the votes cast for one candidate over any other. When there are more than two competitors for the same office, the person who receives the greatest number of votes has a plurality.Stock

~~Please~~We ~~refer~~are authorized to ~~the~~issue ~~Company’s~~200,000,000 ~~Articles~~shares of ~~Incorporation~~common stock, ~~Bylaws~~par ~~and~~value ~~the~~$0.001 ~~applicable~~per ~~statutes~~share. Holders of ~~the~~our ~~State~~common ofstock ~~Nevada~~are ~~for~~each aentitled ~~more~~to ~~complete~~cast ~~description~~one vote for each share held of record on all matters presented to the ~~rights~~shareholders. ~~and~~Cumulative ~~liabilities~~voting ofis not allowed; hence, the holders of ~~the~~a ~~Company’s~~majority ~~securities~~of our outstanding common shares can elect all directors.

~~NEVADA~~Holders ~~ANTI-TAKEOVER~~of ~~LAWS~~our common stock are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our Board of Directors is not obligated to declare a dividend. It is not anticipated that dividends will be paid in the foreseeable future.

~~The~~Holders ~~Nevada Business Corporation Law contains a provision governing “Acquisition~~ of ~~Controlling~~our ~~Interest.”~~common ~~This~~stock ~~law~~do ~~provides~~not ~~generally~~have ~~that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly~~pre-~~held~~emptive ~~Nevada corporation in the secondary public or private market may be denied voting~~ rights ~~with~~to ~~respect~~subscribe to ~~the~~additional ~~acquired~~ shares, ~~unless~~if ~~a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part~~issued. ~~The~~There ~~control~~are ~~share~~no ~~acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that~~conversion, ~~but for the operation of the control share acquisition act~~redemption, ~~would~~sinking ~~bring~~fund ~~its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%,~~ or ~~(3)~~similar more than 50%. A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions ofregarding the ~~control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. Our Articles of Incorporation and Bylaws do not exempt our~~ common stock ~~from the control share acquisition act~~. ~~The~~All ~~control~~outstanding ~~share acquisition act is applicable only to~~ shares of ~~“Issuing~~common ~~Corporations”~~stock asare ~~defined~~fully bypaid ~~the act. An Issuing Corporation is a Nevada corporation, which; (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record~~ and ~~residents of Nevada; and (2) does business in Nevada directly or through an affiliated corporation~~non-assessable.

AtWarrants ~~this time, we do not have 100 stockholders of record resident of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares~~ and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of the Company, regardless of whether such acquisition may be in the interest of our stockholders.Options

The ~~Nevada~~Company ~~“Combination~~adopted ~~with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of~~ the ~~Company.~~2024 ~~This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination~~Employees’,” ~~unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder~~Directors’,” ~~or any sale~~Officers’, ~~lease,~~and ~~exchange,~~Consultants’ ~~mortgage,~~Stock ~~pledge,~~Option ~~transfer~~Plan or(the ~~other disposition, in one transaction or a series of transactions with an~~ “~~interested stockholder~~Plan” ~~having; (1~~) anon ~~aggregate~~May ~~market~~16, ~~value~~2024, ~~equal~~which ~~to 5 percent or more of~~ authorizes the ~~aggregate~~issuance ~~market value~~ of ~~the~~options ~~assets~~to ofpurchase ~~the~~up ~~corporation; (2) an aggregate market value equal~~ to 5,000,000 ~~percent or more of the aggregate market value of all outstanding~~ shares of ~~the~~common ~~corporation;~~stock. orThe ~~(3)~~Plan ~~representing~~was 10amended ~~percent~~to orauthorize ~~more of~~ the ~~earning~~issuance ~~power or net income~~ of ~~the~~options ~~corporation.~~to Anpurchase ~~“interested~~up ~~stockholder”~~to ~~means~~15,000,000 ~~the beneficial owner of 10 percent or more of the voting~~ shares of acommon ~~resident domestic corporation, or an affiliate or associate thereof~~stock. AThe ~~corporation~~Plan ~~affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase~~ is ~~approved~~designed byto ~~the~~attract, ~~board of directors before the interested stockholder acquired such shares. If approval is not obtained~~retain, ~~then~~and ~~after~~motivate ~~the expiration of the three-year period~~employees, ~~the business combination may be consummated with the approval of the board of~~ directors, ~~or a majority of the voting power held by disinterested stockholders~~officers, orand ~~if the consideration to be paid~~ consultants by ~~the~~providing ~~interested~~them ~~stockholder~~with isan atopportunity ~~least equal~~ to ~~the~~acquire ~~highest~~a ~~of:~~proprietary ~~(1)~~interest ~~the~~in ~~highest price per share paid by~~ the ~~interested~~Company. The ~~stockholder~~Plan ~~within~~provides ~~the~~for ~~three years immediately preceding~~ the ~~date~~issuance of ~~the~~both ~~announcement~~Incentive ofStock ~~the~~Options ~~combination~~(ISOs) orand inNonstatutory ~~the~~Stock ~~transaction~~Options ~~in which he became an interested stockholder, whichever is higher;~~ (2NSOs). ~~the~~ISOs ~~market~~are ~~value~~intended ~~per~~to ~~common~~qualify ~~share~~under onSection ~~the~~422 ~~date~~ of ~~announcement of~~ the ~~combination~~Internal orRevenue ~~the date the interested stockholder acquired the shares~~Code, ~~whichever~~while isNSOs ~~higher;~~do ornot ~~(3)~~qualify ifunder ~~higher~~Section ~~for~~422. Options ~~the~~may ~~holders~~be ofgranted ~~preferred~~to ~~stock~~employees, ~~the~~directors, ~~highest~~officers, ~~liquidation~~and ~~value~~consultants of the ~~preferred stock~~Company. ~~The~~ ~~effect~~Special ofprovisions ~~Nevada's~~apply ~~business combination law is~~ to ~~potentially~~individuals ~~discourage~~owning ~~parties~~more ~~interested~~than 10% ~~in taking control~~ of ~~CocoLuv~~the ~~Inc.~~Company’s ~~Corp~~stock. The ~~from~~maximum ~~doing~~number soof ifshares itthat ~~cannot~~may ~~obtain~~be ~~the~~issued ~~approval~~under ofthe ~~our~~Plan ~~board~~is 5,000,000 shares of ~~directors.~~common stock.

Option Terms:

	·	Exercise Price: The exercise price of options granted under the Plan must be at least 100% of the fair market value of the stock on the date of grant.
	·	Term: Options granted under the Plan have a maximum term of ten years from the date of grant.
	·	Vesting: The vesting schedule for options is determined by the Compensation Committee at the time of grant.

Upon exercise of an option, the optionee may pay the exercise price in cash or cashless exercise, with the consent of the Compensation Committee, by tendering shares of common stock. In the event of a stock split, merger, or other corporate event, the number of shares subject to the Plan and the exercise price of outstanding options will be adjusted as determined by the Compensation Committee. Options granted under the Plan are generally non-transferable, except under specific conditions as outlined in the Plan. The Plan provides specific rules for the exercise of options upon termination of employment, including termination for cause, disability, or death. The Plan became effective upon adoption by the Board of Directors and options may not be granted after December 31, 2026.

Table of Contents

~~STOCK~~Activity ~~TRANSFER~~Under ~~AGENT~~the Plan

WeAs ~~have not engaged the services~~ of aNovember ~~transfer~~30, ~~agent at this time. However~~2025, ~~within~~ the ~~next~~following ~~twelve~~activity ~~months~~has weoccurred ~~anticipate~~under ~~doing~~the ~~so. Until such time a transfer agent is retained~~Plan, ~~CocoLuv~~which ~~Inc.~~started ~~will~~in ~~act~~the second asquarter ~~its~~of 2024 ~~own transfer agent.~~:

RULE 144 AND REGISTRATION AGREEMENTS

Description	Number of Shares			Weighted Average Exercise Price		Weighted average remaining life (in years)
Options Authorized		15,000,000
Options Granted		4,804,000		$	0.79		5.00
Options Exercised		360,000		$	0.79
Options Forfeited		(521,625	)	$	0.75
Options Outstanding		3,922,375		$	0.79		4.00
Options Vested		1,872,817		$	0.79		3.75
Options Unvested		2,049,558		$	0.79		4.05

~~All~~Transfer 4,00,000 shares of our issued and outstanding shares of our common stock are “restricted securities” under Rule 144, promulgated pursuant to the Securities Act of 1933, as amended, but none of those 4,000,000 shares can be resold under Rule 144 or are subject to any registration agreement.Agent

~~DIVIDEND~~Vstock ~~POLICY~~Transfer LLC

We18 ~~have~~Lafayette never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.Place

~~INDEMNIFICATION~~Woodmere, ~~FOR~~New ~~SECURITIES~~York ~~ACT LIABILITIES~~11598

~~Our~~Telephone: Articles of Incorporation provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (~~other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding~~212) is asserted by one of our director, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.828-8436

LEGAL ~~MATTERS~~PROCEEDINGS

NoIn ~~expert~~February or2024, ~~counsel~~Karbon-X ~~named~~was innotified ~~this prospectus as having prepared or certified any part~~ of ~~this~~a ~~prospectus~~former oremployee ~~having~~filing ~~given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on~~ a ~~contingency~~lawsuit ~~basis,~~against ~~or had, or is to receive, in connection with~~ the ~~offering, a substantial interest, direct or indirect, in our~~ company orfor ~~any~~wrongful ~~of its parents or subsidiaries~~termination. ~~Nor~~The ~~was~~Company ~~any~~is ~~such~~currently ~~person~~counter-suing ~~connected~~and ~~with~~is ~~our~~expecting ~~company~~to ~~or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee~~prevail.

~~INTERESTS~~We OFare ~~NAMED~~not ~~EXPERTS~~involved ~~AND~~in ~~COUNSEL~~any legal proceedings and we do not know of any legal proceedings which are threatened or contemplated.

No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering Nor was any such person connected with CocoLuv Inc. Corp as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.INDEMNIFICATION

Our Bylaws authorize indemnification of a director, officer, employee or agent against expenses incurred by him or her in connection with any action, suit, or proceeding to which he is named a party by reason of his or her having acted or served in such capacity, except for liabilities arising from his or her own misconduct or negligence in performance of his or her duty. In addition, even a director, officer, employee, or agent found liable for misconduct or negligence in the performance of his or her duty may obtain such indemnification if, in view of all the circumstances in the case, a court of competent jurisdiction determines such person is fairly and reasonably entitled to indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers, or controlling persons pursuant to these provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

SELLING STOCKHOLDER

This Prospectus relates to the possible resale from time to time by Mast Hill, the Selling Stockholder named in the table below, of any or all of the Common Stock that has been or may be issued by us to the Selling Stockholder upon conversion of the Note, conversion of the Maintenance Note and/or exercise of the Warrants. We are registering the Common Stock pursuant to the provisions of the Registration Rights Agreement entered into with Mast Hill in order to permit Mast Hill to offer its shares for resale from time to time.

Table of Contents

~~EXPERTS~~The table below presents information regarding the Selling Stockholder and the Common Stock they may offer from time to time under this Prospectus. With respect to Shares of Common Stock already owned, this table is prepared based on information supplied to us by the Selling Stockholder and reflects holdings as of January 26, 2026. As used in this Prospectus, the term “Selling Stockholder” includes the Selling Stockholder, and any donees, pledgees, transferees, or other successors-in-interest selling shares received after the date of this Prospectus from the Selling Stockholder as a gift, pledge, or other non-sale related transfer. The number of shares in the column “Maximum Number of Common Stock to be Offered Pursuant to this Prospectus” represents all of the Common Stock that the Selling Stockholder may offer under this Prospectus. The Selling Stockholder may sell some, all or none of its shares offered by this Prospectus. We do not know how long the Selling Stockholder will hold its shares before selling them, and we currently have no agreements, arrangements, or understandings with the Selling Stockholder regarding the sale of any of the shares.

~~Befumo~~Beneficial &ownership ~~Schaeffer,~~is ~~PLLC,~~determined ~~1629~~in Kaccordance ~~Street,~~with NWRule ~~Suite~~13d-3(d) ~~300,~~promulgated ~~Washington,~~by DCthe ~~20006~~SEC ~~has~~under ~~rendered~~the anExchange ~~opinion~~Act and includes Common Stock with respect to which the ~~validity~~Selling Stockholder has voting and investment power. With respect to conversion or the Note and/or the Maintenance Note, because the conversion price of the Common Stock is determined on each settlement date, the number of shares that may actually be sold by us upon conversion of ~~common~~the ~~stock~~Note ~~covered~~or the Maintenance Note may be fewer than the number of shares being offered by this ~~prospectus~~Prospectus. ~~Telephone:~~The ~~(202)~~fourth ~~669-0619;~~column ~~Fax:~~assumes ~~(202)~~the ~~478-2900~~sale of all of the shares offered by the Selling Stockholder pursuant to this Prospectus.

PLS CPA, A Professional Corp., 4725 Mercury Street, Suite 210, San Diego, CA 92111, our independent registered public accountant, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. PLS CPA, A Professional Corp., has presented its report with respect to our audited financial statements. Telephone: (858)722-5953; Fax: (858) 761-0341.

Name of Selling Stockholders

Number of

Shares Owned

Prior to

Offering

Maximum

Number of

Shares to be

Offered for Resale Pursuant

to this

Prospectus

Number of Shares Beneficially Owned

After

Offering⁽³⁾

Percent of the Class to be Owned After Offering⁽³⁾

Mast Hill Fund LP

13,814,000

~~AVAILABLE~~(1) ~~INFORMATION~~This number represents (a) 3,108,000common shares offered for resale by Mast Hill under the Note; (b) 10,456,000 common shares issuable upon conversion of a the Maintenance Note previously issued to Mast Hill; and (b) common shares issuable upon exercise pursuant to the common stock purchase warrant for the purchase of 250,000 shares of our common stock issued to Mast Hill.

WePLAN ~~have~~OF not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public through the SEC Internet site at www.sec.gov.DISTRIBUTION

~~CHANGES~~The INSelling ~~AND~~Stockholder, ~~DISAGREEMENTS~~including ~~WITH~~any ~~ACCOUNTANTS~~of ONits pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the OTCQX or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at market prices prevailing at the time of sale, prices related to prevailing market prices, fixed prices or negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling securities:

~~ACCOUNTING~~· ~~AND~~ordinary ~~FINANCIAL~~brokerage ~~DISCLOSURE~~transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · exchange distributions in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlements of short sales; · transactions through broker-dealers that agree with the Selling Stockholder to sell a specified number of such securities at a stipulated price per security; · writings or settlements of options or other hedging transactions, whether through an options exchange or otherwise; · combinations of any such methods of sale; or · any other methods permitted pursuant to applicable law.

We have had no changes in or disagreements with our independent registered public accountant.

FINANCIAL STATEMENTS

The financial statements of CocoLuv Inc. Corp. for the period ended May 31, 2018, and related notes, included in this prospectus have been audited by PLS CPA, A Professional Corp., and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting.

Table of Contents

~~COCOLUV~~Broker-dealers ~~INC~~engaged by the Selling Stockholdes may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

~~FINANCIAL~~In ~~STATEMENTS~~connection with the sale of the securities or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this Prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).

~~May~~The 31Selling Stockholder and any broker-dealers or agents that are involved in selling the securities will be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, ~~2018~~any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1
BALANCE SHEET		F-2
STATEMENT OF OPERATIONS		F-3
STATEMENT OF STOCKHOLDER’S EQUITY		F-4
STATEMENT OF CASH FLOWS		F-5
NOTES TO FINANCIAL STATEMENTS		F-6

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

31Because the Selling Stockholder may be deemed to be an “underwriter” within the meaning of the Securities Act, it will be subject to the Prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this Prospectus. The Selling Stockholder has advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholder.

We have agreed to keep this Prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) the sale of all of the securities pursuant to this Prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Pursuant to applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Stockholder or any other person. We will make copies of this Prospectus available to the Selling Stockholder and have informed it of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act.

Table of Contents

SHARES ELIGIBLE FOR FUTURE SALE

We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. The availability for sale of a substantial number of shares of our common stock including Shares acquired upon conversion of the Note and the Maintenance note and Warrants issued to Selling Stockholder and such other convertible notes, options and warrants as may be outstanding from time to time could materially adversely affect the market price of our common stock. In addition, sales of our common stock in the public market after the restrictions lapse as described below, or the perception that those sales may occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions.

Sale of Restricted Shares

The 13,814,000 shares of common stock being offered by this Prospectus, other than any of such shares which are acquired by our “affiliates,” as defined in Rule 144, will be freely tradable without restriction or registration under the Securities Act. As of January 23, 2026, there were 88,018,947shares of common stock outstanding without giving effect to shares issuable upon conversion of the Note, the Maintenance Note, the Warrants or any other notes outstanding.

Rule 144

In general, under Rule 144, as currently in effect, a person who is not and has not been our affiliate at any time during the preceding three months, and who has beneficially owned his shares for at least six months, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell an unlimited number of shares of our common stock provided current public information about us is available, and, after owning such shares for at least one year, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell an unlimited number of shares of our common stock without restriction. A person who is our affiliate or who was our affiliate at any time during the preceding three months (or persons whose shares are required to be aggregated), including a person who may be deemed an “affiliate” of a company, who has beneficially owned restricted securities for at least six months may sell, within any three-month period, a number of shares that does not exceed the greater of: (1) 1% of the then-outstanding shares of common stock, or (2) if and when the common stock is listed on a national securities exchange, the average weekly trading volume of the common stock during the four calendar weeks preceding the date on which a notice of such sale was filed under Rule 144. Sales under Rule 144 by our affiliates are also subject to certain requirements as to the manner of sale, notice, and availability of current public information about our company.

We cannot estimate the number of shares of our common stock that our existing stockholders will elect to sell under Rule 144.

LEGAL MATTERS

The legality of the securities offered by this Prospectus will be passed upon for us by Cutler Law Group, P.C., 6575 West Loop South, Suite 500, Bellaire,. Texas 77401.

EXPERTS

Our balance sheets as of May 31, 2025 and May 31, 2024 and the related statement of operations, changes in stockholders’ equity and cash flows for the years ended May 31, 2025 and May 31, 2024 included in this Prospectus have been audited by Fruci & Associates II, PLLC, independent registered public accounting firm, as indicated in their report with respect thereto, and have been so included in reliance upon the report of such firm given on their authority as experts in accounting and auditing.

Table of Contents

DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by that director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether that indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (together with all amendments and exhibits) under the Securities Act of 1933, as amended, with respect to the securities offered by this Prospectus. This Prospectus does not contain all of the information in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Securities and Exchange Commission. For further information, reference is made to the Registration Statement which may be read and copied at the Commission’s Public Reference Room.

We are subject to the requirements of the Securities Exchange Act of 1934 and are required to file reports and other information with the Securities and Exchange Commission. Copies of any such reports and other information (which includes our financial statements) filed by us can be read and copied at the Commission’s Public Reference Room.

The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Public Reference Room is located at 100 F. Street, N.E., Washington, D.C. 20549.

Our Registration Statement and all reports and other information we file with the Securities and Exchange Commission are available at www.sec.gov, the website of the Securities and Exchange Commission.

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~PLS~~To ~~CPA,~~the ABoard ~~PROFESSIONAL~~of ~~CORPORATION~~Directors and Shareholders of Karbon-X Corp.

u 4725 MERCURY STREET #210 u SAN DIEGO u CALIFORNIA 92111 u

u TELEPHONE (858)722-5953 u FAX (858) 761-0341 u FAX (858) 764-5480

u E-MAIL changgpark@gmail.com u

To the Shareholders and Board of Directors of Cocoluv Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of ~~Cocoluv~~Karbon-X ~~Inc~~Corp. (“the Company”) as of May 31, ~~2018~~2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders'’ ~~deficit~~equity, and cash flows for ~~the~~each ~~period~~of ~~from~~the ~~September~~years ~~13,~~in ~~2017~~the ~~(inception)~~two-year toperiod ended May 31, ~~2018~~2025, and the related notes to(collectively ~~the~~referred ~~financial~~to ~~statements~~as ~~(collectively,~~ the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, ~~2018~~2025 and 2024, and the results of its operations and its cash flows for each of the ~~period~~years ~~then~~in the two-year period ended May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern ~~Uncertainty~~

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has agenerated ~~losse~~minimal revenues from ~~operations through May 31, 2018, and does not have sufficient working capital to fund~~ its ~~planned~~business operations ~~during~~and ~~the~~has ~~twelve-month~~incurred ~~period~~operating ~~subsequent~~losses tosince ~~the~~inception. ~~issuance~~These offactors, ~~these~~among ~~financial~~others, ~~statements.~~raise ~~This raises~~ substantial doubt about the Company’s ability to continue as a going concern. Management'’s plans in regard to these matters ~~also~~ are also described in Note 1. 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.

~~/s/~~Critical ~~PLS~~Audit ~~CPA~~Matters

~~PLS~~Critical ~~CPA~~audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, Asubjective, ~~Professional~~or ~~Corp~~complex judgments. We determined that there were no critical audit matters.

WeFruci & Associates II, PLLC – PCAOB ID #05525We have served as the Company’s auditor since ~~2018~~2022. Spokane, Washington September 15, 2025

~~San Diego, CA. 92111~~F-1

~~August~~KARBON-X ~~15, 2018~~CORP.

~~F-1~~Consolidated ~~Table~~Balance ~~of Contents~~Sheets

COCOLUV INC.

	May 31, 2025			May 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	704,346		$	2,675,400
Accounts receivable, net		1,782			120,284
Inventories, net		99,644			316,738
Prepaid expenses and other current assets		865,674			1,000
Deposits		23,815			-
Investments in equity securities		301,260			-
Securities receivables		3,789,651			-
Total current assets		5,786,172			3,113,422

Property and equipment, net		6,132			6,918
Right of use asset, net		503,091			316,519
Other assets		10,682			12,351
Internally developed software, net		473,895			521,372
Total assets	$	6,779,972		$	3,970,582

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,091,701		$	127,219
Deferred Revenue		3,864,080			-
Short term loan		-			36,500
Stock payable		-			630,000
Payroll liabilities		21,146			24,104
Convertible notes payable, net of discounts		2,301,666			-
Convertible notes – interest payable		181,353			-
Embedded Derivative		168,358			-
Current portion of lease liabilities		60,475			21,945
Total current liabilities		7,688,779			839,768
Non-current portion of lease liabilities		460,266			302,557
Total liabilities	$	8,149,045		$	1,142,325

Commitments and contingencies		-			-

Shareholders’ equity (deficit)
Common stock $0.001 par value, 200,000,000 shares authorized, 81,992,857 and 82,174,750 shares issued and outstanding as of May 31, 2025 and May 31, 2024, respectively.		81,994			82,176
Additional Paid-in capital		10,563,141			7,675,826
Accumulated deficit		(11,990,834	)		(4,937,342	)
Accumulated other comprehensive gain (loss)		(23,374	)		7,597
Total shareholders’ equity		(1,369,973	)		2,828,257
Total liabilities and shareholders’ equity	$	6,779,972		$	3,970,582

~~BALANCE~~The ~~SHEET~~accompanying notes are an integral part of these consolidated financial statements

	May 31, 2018
ASSETS
CURRENT ASSETS
Cash	$	4,009
TOTAL CURRENT ASSETS	$	4,009
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES
Due to related party		1,719
TOTAL CURRENT LIABILITIES		1,719
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER’S EQUITY		-
Common stock
Authorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 4,000,000 shares of common stock		4,000
Accumulated deficit		(1,710	)
TOTAL STOCKHOLDER’S EQUITY		2,290
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	4,009

F-2

~~The~~KARBON-X ~~accompanying notes are an integral part of these financial statements~~CORP.

~~F-2~~Consolidated ~~Table~~Statements of ~~Contents~~Operations and Comprehensive Income (Loss)

COCOLUV INC.

	For the Year Ended			For the Year Ended
	May 31, 2025			May 31, 2024
Operations
Total revenue	$	3,163,772		$	412,057
Cost of revenue		2,362,305			356,103
Gross profit		801,467			55,954

Marketing expenses		2,044,903			176,476
Salaries and wages		3,774,034			754,286
Professional fees		859,088			252,064
Other operating expenses		771,123			384,215
Total operating expenses		7,449,148			1,567,041

Loss from Operations		(6,647,681	)		(1,511,087	)

Interest income (expense)		(339,204	)		(41,606	)
Gain(loss) on investment		-			(1,191,890	)
Gain (loss) on change in fair value of derivative liabilities		(72,927	)		-
Other income (expenses)		6,320			-
Net loss before income taxes		(7,053,492	)		(2,744,583	)
Federal income tax expense		-			-
Net loss		(7,053,492	)		(2,744,583	)

Other comprehensive loss
Foreign currency translation gain (loss)		(30,971	)		11,383
Total comprehensive loss		(7,084,463	)		(2,733,200	)

Earnings Per Share
Weighted average basic and diluted shares outstanding		83,559,068			77,165,230
Basic and fully diluted loss per share	$	(0.08	)	$	(0.04	)

~~STATEMENT~~The OFaccompanying ~~OPERATIONS~~notes are an integral part of these consolidated financial statements

	From inception (September 13, 2017) to May 31, 2018
REVENUE	$	-
OPERATING EXPENSES
General and administrative	$	1,710
TOTAL OPERATING EXPENSES		(1,710	)
NET LOSS		(1,710	)
NET LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		3,738,462

F-3

~~The~~KARBON-X ~~accompanying notes are an integral part of these financial statements~~CORP.

~~F-3~~Consolidated ~~Table~~Statement of ~~Contents~~Changes in Shareholders’ Equity

~~COCOLUV~~For ~~INC.~~the Years Ended May 31, 2025 and 2024

STATEMENT OF STOCKHOLDER’S DEFICIT

	Common stock						Additional paid-in			Shares to			Retained earnings			Accumulated other comprehensive			Total Stockholders'
	Shares			Amount			capital			be issued			(deficit)			profit (loss)			Equity
Balance at May 31, 2023		72,579,000		$	72,579		$	2,638,532			1,750,000		$	(2,192,106	)	$	(3,786	)	$	2,265,219
Shares to be issued for investment											375,000									375,000
Issuance of shares for cash and warrants, net		6,895,750			6,897			4,318,827			-			-			-			4,325,724
Issuance of shares as compensation		2,500,000			2,500			622,500			(625,000	)		-			-			-
Issuance of share upon convertible loan		200,000			200			99,800			-			-			-			100,000
Offering expenses								(3,833	)											(3,833	)
Write off investment in Silviculture											(1,500,000	)								(1,500,000	)
Net income (loss)		-			-			-			-			(2,744,583	)					(2,744,583	)
Foreign currency translation		-			-			-			-			(653	)		11,383			10,730
Balance at May 31, 2024		82,174,750			82,176			7,675,826			-			(4,937,342	)		7,597			2,828,257
Issuance of shares for cash, net		1,926,742			1,927			1,707,511												1,709,438
Issuance of shares for warrants		7,429			7			(7	)											-
Issuance of shares as compensation		288,590			289			155,276												155,565
Issuance of share upon convertible loan		407,471			407			549,504												549,911
Option compensation expense								472,219												472,219
Cancelled shares		(2,812,125	)		(2,812	)		2,812												-
Net income (loss)													$	(7,053,492	)	$	-		$	(7,053,492	)
Foreign currency translation														-			(30,971	)	$	(30,971	)
Balance at May 31, 2025		81,992,857		$	81,994		$	10,563,141			-		$	(11,990,834	)	$	(23,374	)	$	(1,369,073	)

~~FOR~~The ~~THE~~accompanying ~~PERIOD~~notes ~~FROM~~are ~~SEPTEMBER~~an ~~13,~~integral ~~2017~~part ~~(INCEPTION)~~of TOthese ~~MAY~~consolidated ~~31,~~financial ~~2018~~statements

	Common Stock				Additional
	Number of shares		Amount		Paid-in Capital		Accumulated Deficit			Total
Balance, September 13, 2017 (date of inception)		-	$	-	$	-	$	-		$	-
Common shares issued for cash – at $0.001 per share – September 30, 2017		4,000,000		4,000		-		-			4,000
Net loss for the period from inception through May 31, 2018		-		-		-		(1,710	)		(1,710	)
Balance, May 31, 2018		4,000,000	$	4,000	$	-	$	(1,710	)	$	2,290

F-4

~~The~~KARBON-X ~~accompanying notes are an integral part of these financial statements~~CORP.

~~F-4~~Consolidated ~~Table~~Statements of ~~Contents~~Cash Flow

COCOLUV INC.

	For the Year Ended			For the Year Ended
	May 31, 2025			May 31, 2024
Cash flows from operating activities
Net (loss) income	$	(7,053,492	)	$	(2,744,583	)
Adjustments to reconcile net loss to net cash:
Depreciation expense		3,225			2,194
Loss on investment		-			1,191,890
Gain on change in fair value of derivative		168,358			-
Amortization of Right of Use Asset		29,215			(246,996	)
Stock based compensation		627,495			-
Changes in operating assets and liabilities:
Sales tax receivable		-			38,376
Accounts receivable		118,502			(113,074	)
Marketable securities		(301,260	)		-
Stock payable		-			630,000
Securities receivable		(3,789,651	)		-
Accounts payable		334,486			32,448
Deferred revenue		3,864,080			-
Other current liabilities		141,896			39,082
Inventory		217,094			(235,988	)
Prepaid expenses		(888,489	)		58,767
Payments made on operating lease		196,239			254,587
Other current assets		(166,641	)		(4,837	) )
Cash used in operating activities		(6,498,943	)		(1,098,134	)

Cash flows from investing activities
Acquisition of property and equipment		(2,543	)		-
Cash paid for equity method investment		-			(802,407	)
Cash paid for software development		-			-
Cash used in investing activities		(7,847	)		(802,407	)

Cash flows from financing activities
Proceeds from short term loan		-			36,500
Proceeds from convertible notes		2,993,392			-
Debt discount on convertible notes		(141,529	)		-
Proceeds from issuance of shares and warrants		1,709,437			4,321,891
Cash provided by financing activities		4,561,300			4,358,391

Effect of translation changes on cash		(30,868	)		10,730

Change in cash and cash equivalents		(1,971,054	)		2,468,580
Cash, beginning of period		2,675,400			206,820
Cash, end of period	$	704,346		$	2,675,400

Non cash investing and financing activities
Write off of Investment in Silviculture investment	$	-		$	(1,500,000	)
Issuance of shares upon convertible loan		549,911			-

Supplemental disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

~~STATEMENT~~The OFaccompanying ~~CASH~~notes ~~FLOWS~~are an integral part of these consolidated financial statements

	From September 13, 2017 (date of inception) to May 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(1,710	)
Adjustments to reconcile net loss to net cash used in operating activities		-
Expenses paid by related party		1,669
Changes in operating assets and liabilities		-
NET CASH USED IN OPERATING ACTIVITIES		(41	)
CASH FLOWS FROM INVESTING ACTIVITIES		-
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		50
Proceeds on sale of common stock		4,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		4,050
NET INCREASE IN CASH		4,009
CASH, BEGINNING OF PERIOD		-
CASH, END OF PERIOD	$	4,009
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES:
Cash paid during the period for:
Interest	$	-
Income taxes	$	-

F-5

~~The~~KARBON-X ~~accompanying notes are an integral part of these financial statements~~CORP.

~~F-5~~Notes ~~Table~~to ofConsolidated ~~Contents~~Financial Statements

~~COCOLUV~~May ~~INC.~~31, 2025

~~NOTES~~Note TO1 ~~FINANCIAL~~- ~~STATEMENTS~~ Basis of Presentation and Significant Accounting Policies

~~MAY~~Karbon-X 31Corp. was incorporated in the State of Nevada under the name Cocoluv, ~~2018~~Inc. ~~(Audited)~~on September 13, 2017 and established a fiscal year end of May 31.

~~NOTE~~On February 21, 2022, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Karbon-X Project Inc. ("Karbon-X"), and Karbon-X became the wholly owned subsidiary of the Company in a reverse merger (the "Reverse Acquisition"). Pursuant to the Reverse Acquisition, all of the issued and outstanding shares of Karbon-X common stock were converted, at an exchange ratio of 20,000-for-1, –into ~~NATURE~~an OFaggregate ~~OPERATIONS~~of ~~AND~~20,000,000 ~~BASIS~~shares OFof ~~PRESENTATION~~the Company's common stock, resulting in Karbon-X becoming a wholly owned subsidiary of the Company and all debt owed to the related party of Cocoluv, Inc. was forgiven. Karbon-X Project Inc. was incorporated in British Columbia on February 11, 2022 and established a fiscal year end of May 31. The accompanying financial statements' share information has been retroactively adjusted to reflect the exchange ratio in the Reverse Acquisition. As part of the Reverse Acquisition, on April 14, 2022 the Company changed its name to Karbon-X Corp.

~~CocoLuv~~Under ~~Inc.~~generally ~~was~~accepted ~~incorporated~~accounting principles in the ~~State~~United ofStates ~~Nevada~~("US GAAP"), because the combined entity will be dependent on Karbon-X's senior management, the Reverse Acquisition was accounted for as a ~~for-profit~~recapitalization ~~Company~~effected onby ~~September~~a 13share exchange, ~~2017~~wherein Karbon-X is considered the acquirer for accounting and ~~established~~financial areporting ~~fiscal~~purposes. ~~year~~On ~~end~~the date of ~~May~~the 31reorganization, the assets and liabilities of Karbon-X have been brought forward at their book value and consolidated with Cocoluv, Inc.’s ~~The~~assets, ~~Company~~which ~~intends~~comprised toof ~~manufacture~~cash ~~market~~and cash equivalents of $134 and ~~sell~~liabilities awhich ~~product~~comprises ~~line~~due to related party of 5$99,902 ~~hair~~(see ~~care~~Note ~~products~~1 ~~derived~~Basis ~~from~~of ~~Virgin~~Presentation ~~Coconut~~below). ~~Oil~~No goodwill has been recognized. ~~The~~Accordingly, ~~initial~~the 5assets ~~products~~and ~~will~~liabilities beand 3the ~~for~~historical ~~women~~operations that are reflected in the consolidated financial statements are those of Karbon-X and 2are ~~for~~recorded ~~men.~~at the historical cost basis of Karbon-X.

Going concern

ToThe ~~date the~~ Company has ~~generated~~recently nobegan ~~revenues~~significant revenue generation from its business operations and has incurred operating losses since inception of $111,~~710. As at May 31~~990, ~~2018, the Company has a working capital of $2,290~~834. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. ~~As of May 31, 2018, the Company has issued 4,000,000 founders shares at $0.001 per share for net proceeds of $4,000 to the Company.~~ These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements ~~present~~include the ~~balance~~accounts ~~sheet, statements~~ of ~~operations,~~the ~~stockholders’~~Company ~~equity~~ and ~~cash~~its ~~flows of the Company~~subsidiaries. ~~These~~All ~~financial~~significant ~~statements~~intercompany ~~are~~accounts ~~presented in the United States dollars~~ and transactions have been ~~prepared~~eliminated in ~~accordance with accounting principles generally accepted in the United States~~consolidation.

The consolidated financial statements present the consolidated balance sheet, statements of operations, stockholders’ equity and cash flows of the Company. These consolidated financial statements are presented in the United States dollar and have been prepared in accordance with accounting principles generally accepted in the United States.

Use of Estimates and Assumptions

Preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.

Commitments and Contingencies

On September 26, 2017 the Company signed a lease for office space in San Francisco, California. The term of the lease is for one year at $44 per month.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

~~Fair Value of Financial Instruments~~F-6

~~The~~Accounts ~~carrying amount of the Company’s financial assets and liabilities approximates their fair values due to their short term maturities.~~Receivable

~~Loss~~Accounts ~~per~~receivable ~~Common~~represent ~~Share~~amounts due from customers for goods or services provided by the Company. Accounts receivable are recorded at the invoiced amount, net of allowance of $0 and $0 as of May 31, 2025 and 2024, respectively.

~~The~~In ~~basic~~accordance ~~loss~~with ~~per~~Accounting ~~share~~Standards isUpdate ~~calculated~~(ASU) by2016-13, ~~dividing~~Financial ~~the~~Instruments—Credit ~~Company’s~~Losses ~~net~~(Topic ~~loss~~326), ~~available~~also toknown ~~common~~as ~~shareholders by~~ the ~~weighted~~Current ~~average~~Expected ~~number~~Credit ofLoss ~~common~~(CECL) ~~shares~~model, ~~during~~ the ~~year.~~Company ~~The~~now ~~diluted~~utilizes ~~loss~~a ~~per~~forward-looking ~~share~~approach isto ~~calculated~~estimate byexpected ~~dividing~~credit ~~the~~losses ~~Company’s~~over ~~net loss available to common shareholders by~~ the ~~diluted~~lifetime ~~weighted average number~~ of ~~shares outstanding during~~ the ~~year~~receivables. ~~The~~This ~~diluted~~model ~~weighted~~considers ~~average~~historical ~~number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted~~ loss ~~per~~experience, ~~share~~current isconditions, ~~the~~and ~~same~~reasonable asand ~~basic~~supportable ~~loss~~forecasts ~~per share due~~ to ~~the~~assess ~~lack~~credit ~~of dilutive items in the Company~~risk. ~~As of May 31, 2018, there were no common stock equivalents outstanding.~~

~~F-6~~Sales ~~Table~~Tax ~~of Contents~~Receivable

~~COCOLUV~~Sales ~~INC~~tax receivable consists of the accumulated reclaimable GST paid by the Company on purchases made in Canada.

~~NOTES~~Property TOand ~~FINANCIAL STATEMENTS~~ Equipment

~~MAY~~Property ~~31,~~and ~~2018~~equipment ~~(Audited)~~are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets which are between three to seven years.

~~Income~~Costs ~~Taxes~~of major additions and improvements are capitalized while expenditures for maintenance and repairs, which do not extend the life of the asset, are expensed. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is credited or charged to income. Long-lived assets held and used by us are reviewed based on market factors and operational considerations for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 that includes the date of enactment or substantive enactment. Inventory

~~Stock-based~~Inventories ~~Compensation~~are stated at the lower of cost or net realizable value. Cost is determined using the weighted average method. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are written down or written off.

The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at May 31, 2018 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly no stock-based compensation has been recorded to date.Investments

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~accounts for investments with a 20% to 50% ownership and a significant but not controlling influence as equity method investments. Investments with a greater than 50% ownership and a controlling influence are accounted for using the consolidation method. The Company assesses the potential impairment of equity method investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value. The Company has accounted for its investment in Silviculture Systems using the equity method and its investment in its subsidiary Karbon-X Project, Inc using the consolidation method.

~~The~~During November 2023, the Company ~~does~~abandoned ~~not~~the ~~expect~~silviculture investment deal and decided to write off the ~~adoption~~carrying value of ~~any~~the ~~recent~~Equity ~~accounting~~Investment ~~pronouncements~~in Silviculture. Accordingly, amidst ongoing disputes which we are currently discussing, the Company has written off the carrying value of Investment of $2,564,203, accumulated value of shares to ~~have~~be aissued ~~material~~$ 1,500,000 and ~~impact~~recognized loss on write off $1,064,203 in its ~~financial~~statement ~~statements~~of operations for the year ended May 31, 2024.

NOTE 3 – COMMON STOCK

The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

On September 30, 2017, the Company issued 4,000,000 common shares at $0.001 per share to the sole director and President of the Company. The Company received net proceeds of $4,000 in payment of the shares.

F-7

~~COCOLUV~~Fair ~~INC.~~Value of Financial Instruments

~~NOTES~~The TOCompany ~~FINANCIAL~~uses ~~STATEMENTS~~ a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:

~~MAY~~● ~~31,~~Level ~~2018~~1—Observable inputs that reflect quoted market prices (~~Audited~~unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

~~NOTE~~Other 4than –the ~~RELATED~~derivative ~~PARTY~~liabilities ~~TRANSACTIONS~~presented below, the carrying amount of the Company’s financial assets and liabilities approximate their fair values.

~~During~~The ~~the~~Company ~~period~~measures ~~ended~~certain ~~May~~financial ~~31,~~instruments ~~2018,~~at ~~the~~fair ~~Company~~value ~~received~~on ~~cash~~a ~~advances~~recurring ~~from~~basis ~~its~~in ~~CEO~~accordance ofwith ~~$50.~~ASC ~~Additionally~~820, ~~the~~Fair ~~CEO~~Value ~~paid~~Measurement. ~~expenses~~As of $1May 31,~~669~~ on2025, ~~behalf of~~ the Company. ~~Total~~evaluated ~~amount owed to~~ the ~~CEO~~conversion asfeatures ofembedded ~~May~~in ~~31,~~certain ~~2018~~convertible ispromissory ~~$1,719.~~notes ~~The~~and ~~amounts~~determined ~~due~~that tothey ~~related~~represent ~~party~~derivative ~~are~~liabilities ~~unsecured~~requiring ~~and~~bifurcation ~~non-~~under ~~interest-bearing~~ASC ~~with no set terms of repayment~~815-15.

OnThe ~~September 30, 2017, the~~ Company ~~issued~~uses ~~4,000,000~~valuation ~~common~~methods ~~shares~~to atestimate ~~$0.001~~the ~~per~~fair ~~share~~value toof the ~~sole~~derivative ~~director~~liabilities ~~and~~associated ~~President~~with ofits ~~the~~convertible ~~Company~~notes. The ~~Company~~model ~~received~~incorporates ~~net~~significant ~~proceeds~~unobservable ~~of $4~~inputs,~~000~~ ~~in payment of the shares.~~including:

~~NOTE~~· 5Expected –stock ~~INCOME~~price ~~TAXES~~volatility · Risk-free interest rates · Estimated time to maturity · Probability of uplisting · Expected trading volumes

ABecause ~~reconciliation~~these ofinputs ~~the~~are ~~provision~~unobservable ~~for~~and ~~income~~require ~~taxes~~significant atmanagement judgment, the ~~United~~Company ~~States~~has ~~federal~~classified ~~statutory rate compared to~~ the ~~Company’s~~derivative ~~income~~liabilities ~~tax~~as ~~expense~~Level as3 ~~reported~~in isthe asfair ~~follows:~~value hierarchy.

	May 31, 2018
Net loss before income taxes per financial statements	$	(1,710	)
Income tax rate		21	%
Income tax recovery		(359	)
Non-deductible		--
Valuation allowance change		359
Provision for income taxes	$	–

The following table summarizes the fair value hierarchy of the Company’s financial liabilities measured at fair value on a recurring basis as of May 31, 2025:

The significant component of deferred income tax assets at May 31, 2018, is as follows:

	Level 1		Level 2		Level 3		Total
Derivative liabilities – convertible notes		-		-	$	168,358	$	168,358
Other financial instruments		-		-		-		-
Total Embedded Derivatives		-		-	$	168,358	$	168,358

	May 31, 2018
Net operating loss carry-forward	$	359
Valuation allowance		(359	)
Net deferred income tax asset	$	–

The following table summarizes the changes in Level 3 derivative liabilities measured at fair value on a recurring basis.

The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

	May 31, 2025
Balance at beginning of period		-
Purchases / issuances		275,419
Total (gains) losses recognized in earnings		54,831
Settlements (net)		(179,666	)
Change in unrealized (gains) losses included in earnings for instruments still held at period end		18,116
Balance at end of period		168,358

As of May 31, 2018 the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the year ended May 31, 2018 and no interest or penalties have been accrued as of May 31, 2018. As of May 31, 2018, the Company did not have any amounts recorded pertaining to uncertain tax positions.F-8

The tax years from 2017 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue ~~Service or any other taxing authorities.~~Recognition

~~NOTE~~In 6May –2014, ~~SUBSEQUENT~~the ~~EVENTS~~FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under ASC 606, the Company recognizes revenue from the commercial sales of carbon credits and consulting services by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

~~The~~Rates ~~Company~~for ~~has~~consulting ~~evaluated~~services ~~subsequent~~are ~~events~~typically ~~through~~per ~~August 15~~day, ~~2018~~per ~~which~~hour, isor ~~the~~a ~~date~~similar ~~the~~basis. ~~financial~~Consulting ~~statements~~revenue ~~were~~is ~~available~~recognized toover bethe ~~issued.~~period ~~The~~in ~~Company~~which ~~has~~the ~~determined~~service ~~that~~is ~~there are no events to disclose~~provided.

~~F-8~~Revenue ~~Table~~for sales of ~~Contents~~carbon credits is recognized at a point in time when control of the credit transfers to the buyer. The Company act as a principal in all revenue transactions.

Foreign Currency Translation

The functional currency of the Company is the Canadian Dollar (“CAD”). For financial statement purposes, the reporting currency is the United States Dollar (“USD”).

For financial reporting purposes, the consolidated financial statements are translated into the Company’s reporting currency, USD. Asset and liabilities are translated using the closing exchange rate in effect at the balance sheet date with the resulting translation adjustments included as a separate component of shareholder’s equity through other comprehensive income (loss) in the consolidated statement of operations.

Income and expenses are translated at the average yearly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statement of operations.

Warrants and Options

There is estimation uncertainty with respect to selecting inputs to the Black-Sholes model used to determine the fair value of warrants (Note 7) and options (Note 10). These inputs include the stock price of $0.9 - $0.75, exercise price of $0.75, time to maturity of two - five years, annual risk-free interest rate ranging from 4.33% - 4.74%, and annualized volatility ranging from 1,294.9% - 1,279.3%.

The above estimates and assumptions are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Significant Estimates

Significant estimates applied in the preparation of these financial statements include the estimated useful lives of property and equipment, the inputs used in the valuation of embedded derivatives on convertible notes. share volatility and estimated life of options and warrants in determining their fair value as well as the expected potential for the realization of deferred tax assets in determining the amount of the valuation allowance thereto.

Earnings per Common Share

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of May 31, 2025, potential dilutive securities of approximately 6,663,148 shares had an anti-dilutive effect and were not included in the calculation of diluted net loss per share.

F-9

Segment Reporting

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Our Chief Operating Decision Maker, Chad Clovis, Chief Executive Officer, President, and Director, reviews financial information and allocates resources on a consolidated basis. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Reclassifications

Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings, financial position, or cash flows.

Recently Issued Accounting Standards

The Financial Accounting Standards Board (FASB) has issued several updates relevant to the Company:

	Update 2025-01: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date Effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.

	Update 2024-04: Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. Effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted.

	Update 2024-03: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted.

	Update 2024-02: Codification Improvements—Amendments to Remove References to the Concepts Statements. Effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, effective for fiscal years beginning after December 15, 2025. Early application is permitted.

	Update 2024-01: Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. Effective for public business entities for annual periods beginning after December 15, 2024, and interim periods within those annual periods. For all other entities, effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted.

The Company is in the process of evaluating the impact these recently issued accounting standards will have on the Company’s financial statements.

F-10

Note 2 – Prepaid Expenses

As of May 31, 2025 and May 31, 2024, prepaid expenses consisted of the following:

Description	May 31, 2025		May 31, 2024
Advertising & Promotional Agreement	$	179,532	$	-
Prepaid inventory		636,563		-
Other Prepaids		49,580		1,000
Total	$	865,674	$	1,000

Note 3 – Inventory

Inventory as of May 31, 2025 and May 31, 2024, consisted of the following:

Description

May 31,

2025

May 31,

2024

Carbon Credit Inventory

99,644

316,738

Total

99,644

316,738

Carbon credit inventory represents carbon credits currently held for sale and are stated at the lower of cost or market.

Note 4 - Property and Equipment

The amount of property and equipment as of May 31, 2025 and May 31, 2024, consisted of the following:

Description	May 31, 2025			May 31, 2024
Furniture and fixtures	$	9,076		$	6,589
Computer and equipment		3,664			3,695
Total property cost	$	12,741		$	10,284
Accumulated depreciation		(6,608	)		(3,366	)
Property and equipment, net	$	6,132		$	6,918

The Company did not purchase significant property, plant and equipment for the year ended May 31, 2025. Depreciation expense for the year ended May 31, 2025 was $3,225.

Note 5 – Convertible Notes

As of May 31, 2025, Karbon-X Corp. issued convertible promissory notes totaling USD $2,443,195 to multiple investors as part of its capital-raising efforts. The notes bear simple interest at a rate of 10% per annum - quarter, and have maturity terms of 1 year or less.

During the year ended, May 31, 2025, two notes of principal $350,000 and interest of 16,724 were converted into 404,471 shares at $0.90/share.

The Company recorded discounts of $141,529, interest expense and discount amortization related to convertible notes of $372,071 and loss on change in fair value of derivatives of $72,927 for the year ended May 31, 2025.

The notes include a conversion feature, allowing the holders to convert the principal and accrued interest into the Company's common stock. Conversion is permitted at the option of the lender at any time after the earlier of:

1.	Twenty-four months from the date of issuance, or

2.		The Company’s listing on OTCQX, Nasdaq, or NYSE.

The conversion price is the lesser of:

	1.	80% of the twenty-day weighted average closing price of the Company’s common stock preceding the conversion (but not less than the average of the four notes $0.56 per share), and of the trading day immediately preceding such conversion (but not less than $0.75 per share) or (ii) $0.90 per share.

	2.	The notes range from $0.50 - $0.90 per share.

F-11

Conversion is further restricted to ensure that no lender converts an amount of the note that would result in owning more than 9.9% of the outstanding common stock at any time.

The Borrower may prepay the principal amount and any unpaid interest or any portion thereof at any time without notice, further interest, bonus, or penalty, provided that a minimum of six months’ interest shall be payable regardless of the prepayment date.

The issuance of these convertible promissory notes provided the Company with necessary capital to support its operations and strategic initiatives while offering investors the potential for equity participation in the Company's future growth.

Prepayment Option

The Company may prepay the notes at any time without penalty, provided that a minimum of six months’ interest is payable. This provision ensures lenders are compensated regardless of the prepayment date.

As of May 31, 2025, the Company owed principal of $2,443,195, net of discounts of $333,334, accrued interest of $118,853, and embedded liabilities of $59,325.

Note 6 – Shareholders’ Equity

During the year ended May 31, 2025, Karbon-X Corp completed following private placement pursuant to Rule 506(c) of the Securities Exchange Act of 1934, as amended.

During the year ended May 31, 2025, the Company sold 1,926,742 shares at $0.90 per share for total proceeds of $1,712,099.

On March 31, 2025, the Company converted a loan for $350,000 principal and $16,724 interest into 407,471 shares at a price of $0.90 per share.

On March 31, 2025, the Company issued 57,875 shares at $2.04 per share for compensation of $118,007.

On May 22, 2025, the Company converted 360,000 options related to its stock option plan into 205,715 shares via a cashless exercise.

On May 15, 2025, 10,400 warrants were exercised in a cashless exercise for 7,429 shares.

Note 7 – Warrants

During the year ended May 31, 2024, the Company issued 10,400 warrants in connection with one private placement. Each warrant entitles the holder to acquire one common share of the Corporation at an exercise price of $0.50 with a two year term. The 10,400 units of warrants and shares were issued as a commission fee valued at $2,236. Additionally, the Company had 830,000 expired warrants and 2,990,000 exercised warrants at an average price of $0.75 during the same period. During the year ended May 31, 2025, these warrants were exercised in a cashless exercise for 7,429 shares.

A detail of warrant activity for the year ended May 31, 2025 is as follows:

Description	Number			Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding May 31, 2023		4,140,000		$	0.75		0.83
Exercised		(2,990,000	)		0.75		-
Granted		10,400			0.75		1.13
Expired		(830,000	)		0.75		-
Cancelled

Outstanding May 31, 2024		330,400		$	0.63		0.63
Exercised		(10,400	)		0.50		-
Granted
Expired		(320,000	)
Cancelled
Outstanding May 31, 2025		-			-		-

F-12

Note 8 – Investments

On October 24, 2024, Karbon-X Corp. entered into a Carbon Credit Purchase Agreement with DevvStream Holdings Inc. As part of this agreement, Karbon-X Corp. received 174,953 common shares of New Pubco, a company formed from the merger of DevvStream Holdings Inc. and Focus Impact Acquisition Corp., a special purpose acquisition company (SPAC) listed on the Nasdaq Stock Exchange. The shares were issued at a deemed price of $6.50 per share, resulting in an initial valuation of USD $1,137,197.

On October 28, 2024, Karbon-X Corp. entered into a Carbon Credit Forward Purchase Agreement with DevvStream Holdings Inc., under which Karbon-X Corp. will sell verified greenhouse gas offset or carbon credits, specifically C-Sink Credits, to DevvStream Holdings Inc. The purchase price for these credits is USD $2,892,000, payable in 444,923 common shares of New Pubco at a deemed price of $6.50 per share. This agreement is classified as a futures contract under relevant U.S. GAAP guidance.

Initial Recognition and Measurement

At initial recognition, the common shares of New Pubco received under the agreements are classified as equity securities and measured at fair value upon initial recognition in accordance with ASC 321, "Investments—Equity Securities". The Company recorded an initial fair value of the securities based on observable market prices at the time of execution, consistent with a Level 1 fair value measurement, as the shares were actively traded on the Nasdaq Stock Exchange.

	·	For the Carbon Credit Purchase Agreement, the fair value of the 174,953 shares was recognized as $68,232.

	·	For the Carbon Credit Forward Purchase Agreement, the 444,923 shares were valued at $173,520, representing the purchase price of the C-Sink Credits to be delivered in the future.

Upon entering into the forward purchase agreement, Karbon-X Corp. also recognized a deferred revenue liability of $2,892,000, as the performance obligation to deliver the carbon credits had not yet been satisfied. This deferred revenue will be recognized as income upon delivery of the carbon credits. Refer to Note 7 for further details on deferred revenue.

Subsequent Measurement and True-Up Provision

Subsequent to initial recognition, the equity securities are measured at fair value in accordance with ASC 321, "Investments—Equity Securities". Additionally, as the securities are denominated in a foreign currency, a currency translation adjustment (CTA) is recorded to reflect the impact of exchange rate fluctuations. The CTA is included in other comprehensive income (OCI) in accordance with ASC 830, "Foreign Currency Matters".

As of May 31, 2025, the fair market value (FMV) of New Pubco shares was USD $0.49 per share. In compliance with ASC 321, the Company marked the investment to fair value, resulting in the following adjustments:

	·	The fair value of investments was at the current market price of $0.49 per share.

	·	To address the difference between the contractual price and the current market price, Karbon-X recorded a securities receivable for the true-up portion guaranteed under the agreements. The true-up provision ensures that the Company will be made whole if the market value of the shares remains below the contracted value during the adjustment period. As of May 31, 2025, no additional shares have been issued under these provisions.

F-13

As of May 31, 2025, the balances were as follows:

Description	Balance (USD)
Investments in Equity Securities	$	301,260
Securities Receivable	$	3,789,651
Total Value	$	4,090,911

Fair Value Hierarchy

The equity securities of New Pubco are measured using Level 1 inputs, as the shares are actively traded on the Nasdaq Stock Exchange.

The Company's exposure to impairment is mitigated by the true-up provision, which ensures no loss is ultimately recognized. While the securities are remeasured to fair market value quarterly, the receivable reflects the guaranteed recovery under the agreement.

Note 9 – Internally Developed Software

In accordance with ASC 350-40, the Company has capitalized internally developed software for its development of a mobile application. The software completed its application development stage and all related costs as of March 1, 2025 and any additional costs since then are being expensed as incurred. The software has been completed and placed into service; the Company began amortizing the software over its estimated useful life of three years on March 1, 2025.

As of May 31, 2025 and May 31, 2024, the Company has capitalized internally developed software of $473,895 and $521,372, respectively. The Company recorded amortization expense of $43,081 and $0 for the years ended May 31, 2025 and 2024, respectively. The decrease in value is primarily attributed to amortization over the asset’s useful life, other changes in value are the result of the impact of cumulative translation adjustments (CTA) resulting from the remeasurement of foreign currency values to USD.

Note 10 - Stock Option Plan

Description of the Plan

The Company has adopted the 2024 Employees', Directors', Officers', and Consultants' Stock Option Plan (the "Plan") on May 16, 2024, which authorizes the issuance of options to purchase up to 5,000,000 shares of common stock. The Plan was amended to authorize the issuance of options to purchase up to 15,000,000 shares of common stock. The Plan is designed to attract, retain, and motivate employees, directors, officers, and consultants by providing them with an opportunity to acquire a proprietary interest in the Company.

Types of Options

The Plan provides for the issuance of both Incentive Stock Options (ISOs) and Nonstatutory Stock Options (NSOs). ISOs are intended to qualify under Section 422 of the Internal Revenue Code, while NSOs do not qualify under Section 422.

Eligibility

Options may be granted to employees, directors, officers, and consultants of the Company. Special provisions apply to individuals owning more than 10% of the Company's stock.

Administration

The Plan is administered by the Compensation Committee of the Board of Directors, which has the authority to determine the terms and conditions of each option grant.

Shares Available

The maximum number of shares that may be issued under the Plan is 5,000,000 shares of common stock.

F-14

Option Terms:

	·	Exercise Price: The exercise price of options granted under the Plan must be at least 100% of the fair market value of the stock on the date of grant.
	·	Term: Options granted under the Plan have a maximum term of ten years from the date of grant.
	·	Vesting: The vesting schedule for options is determined by the Compensation Committee at the time of grant.

Payment for Shares

Upon exercise of an option, the optionee may pay the exercise price in cash or cashless exercise, with the consent of the Compensation Committee, by tendering shares of common stock.

Adjustments

In the event of a stock split, merger, or other corporate event, the number of shares subject to the Plan and the exercise price of outstanding options will be adjusted as determined by the Compensation Committee.

Transferability

Options granted under the Plan are generally non-transferable, except under specific conditions as outlined in the Plan.

Termination of Employment

The Plan provides specific rules for the exercise of options upon termination of employment, including termination for cause, disability, or death.

Legal Compliance

The issuance of shares under the Plan is subject to compliance with federal and state securities laws.

Plan Duration

The Plan became effective upon adoption by the Board of Directors and options may not be granted after December 31, 2026.

Activity Under the Plan

As of May 31, 2025, the following activity has occurred under the Plan, which started in second quarter of this fiscal year :

Description	Number of Shares			Weighted Average Exercise Price		Weighted average remaining life (in years)
Options Authorized		15,000,000
Options Granted		4,612,000		$	0.79		5.00
Options Exercised		360,000		$	0.79
Options Forfeited		(25,125	)	$	0.75
Options Outstanding		4,226,875		$	0.79		4.25
Options Vested		1,596,850		$	0.79		4.00
Options Unvested		2,630,025		$	0.79		4.30

As of May 31, 2025, the intrinsic value of the 4,226,875 outstanding options was $1,183,525.

F-15

Fair Value of Options

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

Expected Volatility: 35%

○

The Company determined expected volatility based on an analysis of comparable publicly traded companies in the same or similar industry. As a startup in a new industry, Karbon-X lacks sufficient historical trading data. The analysis considered market trends and the high-growth, high-risk nature of the carbon management and sustainability sector. The selected volatility reflects industry patterns of startups in comparable markets, ensuring reasonability and alignment with peer data.

Expected Life: 5 Years

○

Based on the vesting schedule and anticipated exercise behavior of option holders.

Risk-Free Interest Rate: 5%

○

The rate reflects the yield on U.S. Treasury securities with a term consistent with the expected life of the options. Given the current interest rate environment, a 5% rate is appropriate for options granted during Q3 FY2025. This aligns with the Federal Reserve’s policy rates and prevailing market conditions.

Expected Dividends: 0%

○

The Company does not currently pay dividends, consistent with its growth-oriented business strategy.

Stock-Based Compensation Expense

For the year ended May 31, 2025, the Company recognized stock-based compensation expense of USD $472,219.

Note 11 – Income Taxes

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” Deferred income taxes are recognized for temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. A valuation allowance is established when, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Given the Company’s history of operating losses and negative evidence outweighing positive evidence, the Company has recorded a full valuation allowance against its net deferred tax assets. Accordingly, no income tax expense (benefit) has been recognized for the years presented.

F-16

Components of loss before income taxes were as follows:

	May 31, 2025			May 31, 2024
Domestic		(2,108,311	)		(1,589,940	)
Foreign		(4,041,647	)		(1,154,643	)
Total		(6,149,958	)		(2,744,583	)

The provision for income taxes consisted of:

	May 31, 2025		May 31, 2024
Federal		-		-
State		-		-
Foreign		-		-
Total income tax expense (benefit)		-		-

	May 31, 2025			May 31, 2024
Deferred tax assets:
Net operating loss carryforwards		(2,328,333	)		(1,036,842	)
Valuation allowance		(2,328,333	)		(1,036,842	)
Net deferred tax assets		-			-
Deferred tax liabilities		-			-
Net deferred tax asset (liability) recognized		-			-

As of May 31, 2025, the Company had U.S. federal and state net operating loss (“NOL”) carryforwards of approximately $11,087,300 and $4,937,342, respectively. Federal NOLs generated in tax years beginning after December 31, 2017 do not expire and are available to offset up to 80% of taxable income in future years. The Company had no unrecognized tax benefits as of May 31, 2025 or May 31, 2024 and does not expect a significant change in unrecognized tax benefits within the next 12 months.

Note 12 – Commitments and Contingencies

Legal Proceedings

In February 2024, Karbon-X were notified of a former employee filing a lawsuit against the company for wrongful termination. The Company is currently counter-suing and is expecting to prevail.

Operating Leases

The Company has entered into a operating lease for office space commencing on July 1, 2025, with an early occupancy period beginning on February 1, 2025. The lease has a term of 5 years, expiring on June 30, 2030. During the early occupancy period (February 1, 2025 – June 30, 2025), no rent payments are required.

Lease right-of-use assets represent the right to use an underlying asset pursuant to the lease for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Lease right-of-use assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our estimated incremental borrowing rate generally applicable to the location of the lease right-of-use asset, unless an implicit rate is readily determinable. We combine lease and certain non-lease components in determining the lease payments subject to the initial present value calculation. Lease right-of-use assets include upfront lease payments and exclude lease incentives, if applicable. When lease terms include an option to extend the lease, we have not assumed the options will be exercised.

Lease expense for operating leases generally consist of both fixed and variable components. Expense related to fixed lease payments are recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred, where applicable, and include agreed-upon changes in rent, certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We recognized total lease expense of approximately $167,086 and $28,430 for the years ended May 31, 2025 and 2024, primarily related to operating lease costs paid to lessors from operating cash flows. We entered into our operating lease in April 2024 with a term of five years.

F-17

Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at May 31, 2025 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES	Total
Calendar Year Ended
2025	$	46,356
2026		116,092
2027		123,348
2028		125,767
2029		128,185
Thereafter		54,418
Total lease payment		594,168
Less: Imputed interest		(73,427	)
Operating lease liabilities		520,741

Operating lease liability - current		60,475
Operating lease liability - non-current	$	460,266

SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION UNDER OPERATING LEASE
Weighted average discount rate	5.00	%
Weighted average remaining lease term (years)	5.08

Note 13 – Subsequent Events

On June 1, 2025, the Company entered into an Asset Purchase Agreement with Allcot AG to acquire specified assets (including certain subsidiary shares, intellectual property, database, project pipeline, and contract rights) for cash consideration of $350,000. The Company expects to account for the transaction as an asset acquisition under ASC 805; valuation is ongoing and the financial effects are not yet reasonably estimable.

The Company converted four convertible notes in August 2025 of principal $2,193,195 and accrued interest of $117,329 into 4,749,156 shares at conversion prices ranging from $0.45 - $0.90.

On August 5, 2025, the Company issued a $3.5 million unsecured convertible note to Hedera Foundation SECZ bearing simple interest of 10% per quarter. The note is convertible at the greater of 90% of the 20-day VWAP or $0.90 per share with a maturity of one year or less.

In July 2025, the Company issued a $125,000 note and the note was repaid in August 2025.

In August 2025, due to a supplier issue, $1,276,800 in deferred revenue was refunded to a customer, we are in negotiations with this customer to recommence this contract at a similar price.

Effective July 29, 2025, Christopher Mulgrew is no longer Chief Financial Officer of the Company and Adriana Ebell was appointed Acting Chief Financial Officer.

The Company evaluated subsequent events through September 15, 2025 and identified no other events requiring recognition or additional disclosure.

F-18

QUARTER ENDED NOVEMBER 30, 2025

TABLE OF CONTENTS

Condensed Consolidated Balance Sheets at November 30, 2025 (Unaudited) and May 31, 2025		F-20
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended November 30, 2025, and November 30, 2024 (Unaudited)		F-21
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended November 30, 2025, and November 30, 2024 (Unaudited)		F-22
Condensed Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2025, and November 30, 2024 (Unaudited)		F-23
Notes to the Consolidated Financial Statements		F-24

F-19

Table of Contents

KARBON-X CORP.

Condensed Consolidated Balance Sheets

	November 30, 2025			May 31, 2025
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	6,518,850		$	704,346
Accounts receivable, net		5,230,247			1,782
Inventories, net		1,492,692			99,644
Prepaid expenses and other current assets		264,977			865,674
Deposits		1,422			23,815
Investments in equity securities		103,519			301,260
Securities receivables		3,922,717			3,789,651
Total current assets		17,534,424			5,786,172

Property and equipment, net		4,490			6,132
Right of use asset, net		452,054			503,091
Other assets		57,193			10,682
Internally developed software, net		395,249			473,895
Total assets	$	18,443,410		$	6,779,972

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	6,912,484		$	1,091,701
Deferred Revenue		2,914,901			3,864,080
Short term loan payable		49,645			-
Related party loan		80,000			-
Other current liabilities		96,383			-
Payroll liabilities		45,447			21,146
Convertible notes payable, net of discounts		4,020,567			2,051,666
Convertible notes – interest payable		501,355			181,353
Embedded Derivative		307,021			168,358
Receivables financing obligation		288,192			-
Current portion of lease liabilities		82,810			60,475
Total current liabilities		15,298,805			7,438,779
Long term debt		4,867,484			-
Long term convertible notes payable		250,000			250,000
Non-current portion of lease liabilities		396,801			460,266
Total liabilities		20,813,090			8,149,045

Commitments and contingencies		-			-

Stockholders’ equity (deficit)
Common stock $0.001 par value, 200,000,000 shares authorized, 87,535,809 and 81,992,857 shares issued and outstanding as of November 30, 2025 and May 31, 2025, respectively.		87,537			81,994
Additional Paid-in capital		13,464,396			10,563,141
Accumulated deficit		(16,034,844	)		(11,990,834	)
Accumulated other comprehensive gain (loss)		113,231			(23,374	)
Total stockholders’ equity		(2,369,680	)		(1,369,073	)
Total liabilities and stockholders’ equity	$	18,443,410		$	6,779,972

See notes to condensed consolidated financial statements.

F-20

Table of Contents

KARBON-X CORP.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended			For the Six Months Ended			For the Six Months Ended
	November 30, 2025			November 30, 2024			November 30, 2025			November 30, 2024
Operations
Total revenue	$	20,847,625		$	1,175,060		$	56,506,557		$	1,302,489
Cost of revenue		18,843,914			644,237			54,208,979			738,335
Gross profit		2,003,711			530,823			2,297,578			564,154

Marketing expenses		683,361			370,488			1,311,901			382,839
Salaries and wages		1,605,992			922,139			3,204,641			1,455,733
Professional fees		377,109			265,570			484,556			410,843
Other operating expenses		206,309			177,684			530,607			312,150
Total operating expenses		2,872,771			1,735,881			5,531,705			2,561,565

Income (Loss) from Operations		(869,060	)		(1,205,058	)		(3,234,127	)		(1,997,411	)

Interest income (expense)		(619,936	)		928			(926,198	)		928
Gain (loss) on change in fair value of derivative liabilities		44,609			-			140,444			-
Other income (expenses)		(3,389	)		30,162			(24,131	)		30,162
Net loss before income taxes		(1,447,776	)		(1,161,555	)		(4,044,012	)		(1,966,321	)
Federal income tax expense		-			-			-			-
Net income (loss)		(1,447,776	)		(1,161,555	)		(4,044,012	)		(1,966,321	)

Other comprehensive income
Foreign currency translation gain (loss)		(11,706	)		(125,339	)		136,605			(91,958	)
Total comprehensive income		(1,459,482	)		(1,286,894	)		(3,907,407	)		(2,058,279	)

Earnings Per Share
Weighted average basic and diluted shares outstanding		87,249,811			81,737,822			84,778,061			81,619,321
Basic and fully diluted loss per share	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.02	)

See notes to condensed consolidated financial statements.

F-21

Table of Contents

KARBON-X CORP.

Condensed Consolidated Statement of Stockholders’ Equity

For the Three Months and Six Ended November 30, 2025 and 2024

(Unaudited)

Three and Six Months Ended November 30, 2024

	Common stock				Additional paid-in		Retained earnings			Accumulated other comprehensive			Total Stockholders’
	Shares		Amount		capital		(deficit)			profit (loss)			Equity
Balance at May 31, 2024		82,174,750	$	82,176	$	7,675,826	$	(4,937,342	)	$	7,597		$	2,828,257
Issuance of shares for cash		1,238,887		1,239		1,091,261		-			-			1,092,500
Net income (loss)								(804,766	)		-			(804,766	)
Foreign currency translation								-			33,381			33,381
Balance at August 31, 2024		83,413,637	$	83,415	$	8,767,087	$	(5,742,108	)	$	40,978		$	3,149,372
Issuance of shares for cash		155,771		156		138,313		-			-			138,469
Option compensation expense						290,263								290,263
Net income (loss)								(1,161,555	)		-			(1,161,555	)
Foreign currency translation								-			(125,339	)		(125,339	)
Balance at November 30, 2024		83,569,408	$	83,571	$	9,195,663	$	(6,903,663	)	$	(84,361	)	$	2,291,210

Three and Six Months Ended November 30, 2025

	Common stock				Additional paid-in		Retained earnings			Accumulated other comprehensive			Total Stockholders’
	Shares		Amount		capital		(deficit)			profit (loss)			Equity
Balance at May 31, 2025		81,992,857	$	81,994	$	10,563,141	$	(11,990,834	)	$	(23,374	)	$	(1,369,073	)
Issuance of shares as compensation		110,000		110		94,890		-			-			95,000
Issuance of shares upon conversion of loan		4,870,291		4,870		2,279,278		-			-			2,284,148
Option compensation expense				-		92,309		-			-			92,309
Net income (loss)								(2,596,234	)		-			(2,596,234	)
Foreign currency translation											148,311			148,311
Balance at August 31, 2025		86,973,148	$	86,974	$	13,029,618	$	(14,587,068	)	$	124,937		$	(1,345,539	)
Issuance of shares for cash, net		130,000		130		116,870		-			-			117,000
Issuance of shares as compensation		344,661		345		159,523		-			-			159,868
Issuance of commitment shares		88,000		88		53,952								54,040
Option compensation expense				-		104,433		-			-			104,433
Net income (loss)								(1,447,776	)		-			(1,447,776	)
Foreign currency translation											(11,706	)		(11,706	)
Balance at November 30, 2025		87,535,809	$	87,537	$	13,464,396	$	(16,034,844	)	$	113,231		$	(2,369,680	)

See notes to condensed consolidated financial statements.

F-22

Table of Contents

KARBON-X CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the Six Months

Ended

For the Six Months

Ended

Filing Compare · Karbon-X Corp.