UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30~~March 31, ~~2024~~2025

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

For the transition period from ____________ to _____________

Commission File Number 333-229638

CRUCIAL INNOVATIONS CORP.

(Exact name of registrant as specified in its charter)

Nevada		98-1446012
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

86-90 Paul Street London, United Kingdom		EC2A 4NE
(Address of principal executive offices)		(Zip Code)

________________________________________________________________

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Registrant’s telephone number, including area code: +44 (0) 203 148 1452

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller Reporting Company ☒	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company. Yes ☐ No ☒

There were ~~381~~391,~~320~~216,~~798~~894 shares of the registrant’s common stock, $0.001 par value, outstanding, as of ~~September~~March 3031, ~~2024~~2025, and 418,694,150 shares of the registrant’s common stock, $0.001 par value, outstanding as of ~~July~~August 29, 2025.

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EXPLANATORY NOTE

The following Quarterly Report on Form 10-Q (“10-Q”) for Crucial Innovations Corp. and its subsidiaries (“CINV” or the “Company”) for the three months ended ~~September~~March 3031, ~~2024~~2025, presents the Company and its results of operations for the periods indicated therein. Except as specifically designated therein, this 10-Q does not reflect events occurring after ~~September~~March 3031, ~~2024~~2025 and the Company has not otherwise updated disclosures contained herein to reflect events that occurred at a later date.

CRUCIAL INNOVATIONS CORP.

(A Nevada Corporation)

INDEX

	Page
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited)	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations and Comprehensive Loss	4
Condensed Consolidated Statements of Stockholders’ Deficit	5
Condensed Consolidated Statements of Cash Flows	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures about Market Risk	2625
Item 4. Controls and Procedures	2625
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	2726
Item 1A. Risk Factors	2726
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2726
Item 3. Defaults Upon Senior Securities	27
Item 4. Mine Safety Disclosures	27
Item 5. Other Information	27
Item 6. Exhibits	28
SIGNATURES	29

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Part I. Financial Information

Item 1. Consolidated Condensed Financial Statements (Unaudited)

CRUCIAL INNOVATIONS CORP. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
ASSETS
Current Assets
Cash	$	~~299~~2,067		$	—52,668
VAT receivable		1121,~~630~~324			—15,605
Prepaid expenses		18,768			—
Advances to supplier		98,353			—
Insurance receivable		40,633			—
Prepaid expenses		—			12
Total Current Assets		71121,~~330~~744			—68,285
Property and equipment, net		2426,~~330~~921			—23,306
Right-of-use asset		12,586			67,634
Total Assets	$	148,665		$	91,591
Total Assets	$	108,246		$	67,634
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	~~310~~672,~~072~~446		$	9784,~~670~~788
Convertible note and accrued interest		10,000			10,000
Contract advances		34,884			33,942
Lease liability		13,359			68,229
Due to related parties		1,378,525			1,052,743
Due to related parties		1,086,638			26,188
Total Current Liabilities		2,085,855			1,871,473
Total Current Liabilities		1,420,069			114,087
Total Liabilities		2,085,855			1,871,473
Total Liabilities		1,420,069			114,087
Commitments and contingencies		—			—
Stockholders' Deficit
Preferred stock: 50,000,000 authorized; $0.001 par value, no shares issued and outstanding		—			—
Common stock: 500,000,000 authorized; par value of $0.001, 381,320,798 shares and 74,417,002 shares issued and outstanding, respectively		381,321			74,417
Common stock: 500,000,000 authorized; par value of $0.001, 391,216,894 shares and 381,320,798 shares issued and outstanding, at March 31, 2025 and December 31, 2024, respectively		391,217			381,321
Additional paid-in capital		8891,~~921~~291,~~216~~255			7689,~~515~~117,267
Accumulated deficit		(9093,~~534~~615,~~568~~110	)		(~~197~~91,~~385~~302,923	)
Accumulated other comprehensive loss		(79,792	)		—
Accumulated other comprehensive income (loss)		(4,552	)		24,453
Total Stockholders' Deficit		(1,~~311~~937,~~823~~190	)		(461,~~453~~779,882	)
Total Liabilities and Stockholders' Deficit	$	~~108~~148,~~246~~665		$	6791,~~634~~591

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

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CRUCIAL INNOVATIONS CORP. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

		For the							~~For the~~
		Three months ended							Nine months ended
		Three Months Ended
	September 30,							September 30,
		March 31,
		2024			2023				2024			2023
		2025			2024
Revenues		$	—		$	—			$	—		$	—
Operating expenses
Management fees			—			—30,014,014				~~30,014,014~~			—
Professional fees			~~170~~2,~~308~~136,858			—53,015,630				~~53,356,994~~			—
Marketing			1931,~~626~~529			—				~~5,352,377~~			—
Impairment of inventory			279,150			—				610,884			—
General and administrative expenses			131,916			55,528
Impairment loss on fixed assets - acquisition Ember Pharms (Pty) Ltd			—			—				834,611			—
Total operating expenses			2,300,303			83,085,172
General and administrative expenses			40,517			6,310				150,981			6,310
Loss from operations			(2,300,303	)		(83,085,172	)
Total operating expenses			509,601			6,310				90.319,861			6,310
Other Income (Expense)
Loss from operations			(509,601	)		(6,310	)			(90,319,861	)		(6,310	)
Interest expense			(11,884	)		(872	)
Other Expense
Total other expenses			(11,884	)		(872	)
Interest expense			(14,218	)		(332	)			(17,322	)		(903	)
Net loss before taxes			(2,312,187	)		(83,086,044	)
Total other expense			(14,218	)		(332	)			(17,322	)		(903	)
Provision for income taxes			—			—
Net loss before taxes			(523,819	)		(6,642	)			(90,337,183	)		(7,213	)
Net loss		$	(2,312,187	)	$	(83,086,044	)
Provision for income taxes			—			—				—			—
Other comprehensive income (loss)
Net loss		$	(523,819	)	$	(6,642	)		$	(90,337,183	)	$	(7,213	)
Foreign currency adjustment			(29,005	)		—
Other comprehensive income (loss)
Total comprehensive loss		$	(2,341,192	)	$	(83,086,044	)
Foreign currency adjustment			(63,765	)		—				(79,792	)		—
Basic and diluted loss per common share		$	(0.01	)	$	(0.50	)
Total comprehensive loss		$	(587,584	)	$	(6,642	)		$	(90,416,975	)	$	(7,213	)
Weighted average number of common shares outstanding, basic and diluted			388,486,018			165,084,485
Basic and diluted loss per common share		$	(0.00	)	$	(0.00	)		$	(0.29	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted			382,713,615			74,417,002				310,003,100			74,417,002

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

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CRUCIAL INNOVATIONS CORP. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

For the Three ~~and Nine~~ Months ended ~~September 30~~March 31, ~~2024~~2025

						Additional						Accumulated			Total
		Common Stock				Paid-in			Accumulated			Comprehensive			Stockholders'
		Shares		Amount		Capital			Deficit			Income (Loss)			Deficit
Balance, December 31, 2023			74,417,002	$	74,417	$	76,515		$	(197,385	)	$	—		$(46,453)
Balance, December 31, 2024			381,320,798	$	381,321	$	89,117,267		$	(91,302,923	)	$	24,453		$(1,779,882)
	Common stock issued for prepaid asset acquisition		500,000		500		135,500			—			—		136,000
Common stock issued for stock subscription			1,271,096		1,271		(1,271	)		—			—		-
	Common stock issued for management fees		110,345,637		110,346		29,903,668			—			—		30,014,014
Common stock payable for acquisition of Ember Pharms (Pty) Ltd.			750,000		750		(750	)		—			—		-
Common stock issued for services	~~Common stock issued for services~~		~~194~~7,~~737~~500,~~361~~000		~~194~~7,~~737~~500		521,~~773~~977,~~825~~000			—			—		521,~~968~~984,~~562~~500
	Imputed interest on related party loans		—		—		872			—			—		872
Common issued for settlement of liabilities			375,000		375		187,125			—			—		187,500
	Net loss		—		—		—			(83,086,044	)		—		(83,086,044)
Imputed interest on related party loans			—		—		11,884			—			—		11,884
Balance, March 31, 2024			380,000,000		380,000		82,890,380			(83,283,429	)		—		(13,049)
Foreign currency translation adjustments			—		—		—			—			(29,005	)	(29,005)
	Stock purchase option granted for services		—		—		5,285,970			—			—		5,285,970
Net loss			—		—		—			(2,312,187	)		—		(2,312,187)
	Stock subscriptions for common stock		—		—		343,219								343,219
Balance, March 31, 2025			391,216,894	$	391,217	$	91,291,255		$	(93,615,110	)	$	(4,552	)	$(1,937,190)
	Imputed interest on related party loans		—		—		2,232			—			—		2,232
	Common stock payable for acquisition of Ember Pharms (Pty) Ltd.		—		—		194,869			—			—		194,869
	Foreign currency translation adjustments		—		—		—			—			(16,027	)	(16,027)
	Net loss		—		—		—			(6,727,320	)		—		(6,727,320)
Balance, June 30, 2024			380,000,000		380,000		88,716,670			(90,010,749	)		(16,027	)	(930,106)
	Stock subscriptions for common stock		—		—		191,649			—			—		191,649
	Common stock issued for stock subscriptions		1,320,798		1,321		(1,321	)		—			—		-
	Imputed interest on related party loans		—		—		14,218			—			—		14,218
	Foreign currency translation adjustments		—		—		—			—			(63,765	)	(63,765)
	Net loss		—		—		—			(523,819	)		—		(523,819)
Balance, September 30, 2024			381,320,798	$	381,321	$	88,921,216		$	(90,534,568	)	$	(79,792	)	$(1,311,823)

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For the Three ~~and Nine~~ Months ended ~~September 30~~March 31, ~~2023~~2024

						Additional					Total
		Common Stock				Paid-in		Accumulated			Stockholders'
		Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance, December 31, 2022			74,417,002	$	74,417	$	43,628	$	(157,767	)	$(39,722)
Balance, December 31, 2023			74,417,002	$	74,417	$	76,515	$	(197,385	)	$(46,453)
	Imputed interest on related party loans		—		—		286		—		286
Common stock issued for prepaid asset acquisition			500,000		500		135,500		—		136,000
	Net loss		—		—		—		(286	)	(286)
Common stock issued for management fees			110,345,637		110,346		29,903,668		—		30,014,014
Balance, March 31, 2023			74,417,002		74,417		43,914		(158,053	)	(39,722)
Common stock issued for services			194,737,361		194,737		52,773,825		—		52,968,562
Imputed interest on related party loans	~~Imputed interest on related party loans~~		—		—		~~285~~872		—		~~285~~872
Net loss	~~Net loss~~		—		—		—		(~~285~~83,086,044	)	(~~285~~83,086,044)
Balance, June 30, 2023			74,417,002		74,417		44,199		(158,338	)	(39,722)
Balance, March 31, 2024			380,000,000	$	380,000	$	82,890,380	$	(83,283,429	)	$(13,049)
	Imputed interest on related party loans		—		—		332				332
	Net loss		—		—		—		(6,641	)	(6,641)
Balance, September 30, 2023			74,417,002	$	74,417	$	44,531	$	(164,979	)	$(46,031)

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

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CRUCIAL INNOVATIONS CORP. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the
	Nine months ended
	Three Months
	September 30,
	March 31,
	2024			2023
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(902,~~337~~312,~~183~~187	)	$	(783,~~212~~086,044	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest		1711,~~322~~884			~~903~~872
Stock-based compensation		58,254,532			—
Stock- based compensation		1,984,500			52,968,562
Stock - based compensation-related parties		30,014,014			—
Stock - based compensation -related parties		—			30,014,014
Depreciation		61,~~579~~535			—
Impairment of inventory		610,884			—
Impairment loss on fixed assets		40,633			—
Impairment loss on fixed assets- acquisition Ember Pharms (Pty) Ltd.		834,611			—
Changes in operating assets and liabilities:
VAT receivable		(75,~~018~~286	)		—
Prepaid expenses		(18,768	)		—
Advances to supplier		(98,332	)		—
Inventory		~~(610,884~~—	)		—(75,954	)
Insurance receivable		(40,633	)		—
Accounts payable and accrued liabilities		74,967			(1,626	)
Accounts payable and accrued liabilities		240,434			6,309
Change in right-of-use asset and lease liability		—			(552	)
Change in right-of-use asset and lease liability		178			—
Net Cash Used in Operating Activities		(342,919	)		(180,728	)
Net Cash Used in Operating Activities		(995,299	)		—
Cash Flows from Investing Activities:
Acquisition of Ember Pharms (Pty) Ltd		5,615			—
Purchases of property and equipment		(4,493	)		—
Purchases of property and equipment		(17,765	)		—
Net Cash Used in Investing Activities		(4,493	)		—
Net Cash Used in Investing Activities		(12,150	)		—
Cash Flows from Financing Activities:
Advances from related parties		1,033,538			—
Proceeds from related parties		336,724			180,728
Repayment of related party loans		(~~534~~38,~~868~~684	)		—
Proceeds from common stock for stock subscription		534,868			—
Net Cash Provided by Financing Activities		298,040			180,728
Net Cash Provided by Financing Activities		1,033,538			—
Effect of exchange rate changes on cash		(1,229	)		—
Effect of exchange rate changes on cash		(25,790	)		—
Net change in cash		(50,601	)		—
Net change in cash		299			—
Cash, beginning of period		52,668			—
Cash, beginning of period		—			—
Cash, end of period	$	2,067		$	—
Cash, end of period	$	299		$	—
Supplemental cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—
Supplemental disclosure of non-cash financing activity
Common stock issued for acquisition Ember Pharms (Pty) Ltd.	$	330,869		$	—
Common issued for settlement of liabilities	$	187,500		$	—
Common stock issued for prepaid asset acquisition	$	—		$	136,000

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

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CRUCIAL INNOVATIONS CORP. AND ITS SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31,2025

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Crucial Innovations Corp. (referred as the “Company”, “we”, “our” or “us”) was incorporated in the State of Nevada and established on February 28, 2018. We were initially engaged in the business of English language tutoring over the Internet. However, we were not able to execute our original business plan, develop significant operations or achieve commercial sales.

On May 8, 2023, the Company entered into an agreement to acquire all of the share capital of Ember Pharms (Pty) Ltd. (formerly, ‘WLR Farming (Pty) Ltd’), a company organized under the laws of South Africa and a licensed grower and exporter of medical cannabis (hereinafter, “~~WLR~~Ember Pharms”), in exchange for (i) Six Million South Africa Rand (ZAR 6,000,000) which amount was intended to be paid over twelve months from the date of agreement, and (ii) 500,000 shares of our common stock. On March 5, 2024, we issued the owners of WLR an aggregate of 500,000 shares of our common stock. On November 8, 2024, this agreement was amended to provide for the payment of Fifty Thousand Pounds (GBP 50,000) in cash in lieu of the ZAR 6,000,000 described above, together with the issuance of an aggregate of 1,250,000 shares of common stock, inclusive of the 500,000 shares issued on March 5, 2024, and 750,000 shares issued on January 6, 2025. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of its shares of common stock in connection with the agreement with the shareholders of WLR was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933. The cash payment obligation was satisfied on November 11, 2024. The owners of WLR transferred 100% of their WLR shares to the Company on April 2, 2024. In connection with the agreement to acquire WLR, we determined to change our business to become a supplier and distributor of medical cannabis in the United Kingdom and continental Europe.

On January 20, 2024, the Company entered into a distribution and service agreement with U Mir Pharma Limited, a company formed under the laws of England & Wales, doing business in the United Kingdom as Inspire Pharmacy (hereafter, “Inspire”). Inspire is a licensed pharmacy that is able to sell and distribute medical cannabis to qualified patients. The distribution and service agreement with Inspire was superseded by a joint venture agreement between the Company and Inspire which was entered into in May 2024. The joint venture was intended to be operated through a company jointly owned by the Company and Inspire. Accordingly, on March 25, 2024, the Company formed Crop Circle Dispensary Limited under the laws of England and Wales (hereafter, “Crop Circle”). The share capital of Crop Circle is allocated as to 92.5% to the Company and 7.5% to Inspire. Crop Circle is included in the consolidation of the Company even though it did not have any business transactions since inception through ~~September~~March 3031, ~~2024~~2025.

On April 8, 2024, the Company entered into a cultivation and supply agreement with Tomanic Trading (Pty) Ltd, a supplier in South Africa. The supplier is a licensed cultivator, manufacturer, and ~~manufacturer~~ exporter of medical cannabis.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudtited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP) and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these consolidated condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) balance sheet; (b) the statement of operations; and (c) cash flows, have been made in order to make the consolidated condensed financial statements presented not misleading. The results of operations for the periods presented are not necessarily indicative of operations for a full year. The accompanying consolidated condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, ~~2023~~2024, as filed with the U.S. Securities and Exchange Commission (“SEC”) on ~~December~~August 1014, ~~2024~~2025.

Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

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Principles of Consolidation

The consolidated condensed financial statements include the accounts of Crucial Innovation Corp. and its wholly -owned subsidiaries. Intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Included in these estimates is the fair value of shares of our capital stock issued during the relevant reporting period(s).

Cash and Cash Equivalents

The cash balance of $2,067 is held by the Company’s wholly-owned subsidiary, Ember Pharms. As of March 31, 2025, the parent company, Crucial Innovations Corp., did not have its own bank account, and its transactions were routed through related party bank accounts. For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at March 31, 2024 and December 31, 2024, respectively.

Foreign Currency Transactions

The Company has operations outside of the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk arises from the fluctuations in foreign exchange rates and the degrees of volatility in these rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included as other comprehensive income.

Cash and Cash Equivalents

The cash balance of $299 is held by the subsidiary Ember Pharms. The parent company, Crucial Innovations Corp., does not have its own bank account, and its transactions are routed through related party bank accounts. For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at September 30, 2024 and December 31, 2023, respectively.

Fair Value Measurements

The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair Value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:

●· Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. ● Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation.

Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.

Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation.

Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

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Intangible Assets

Intangible assets with an indefinite life are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets. Acquired intangible assets from business combinations and asset acquisitions are recognized and measured at fair value at the time of acquisition. Those assets represent assets with finite lives and are further amortized on a straight-line basis over the estimated economic useful lives of the respective assets.

Impairment of Long-lived Assets Other Than Goodwill

Long-lived assets with finite lives, primarily property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value.

Business Combinations

Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses are expensed as incurred. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. Transaction costs directly attributable to the acquisition are expensed as incurred.

Assets Acquisitions

The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transactions should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the requirements of a business in which case the transaction is accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date, and that the fair value of acquired intangibles be recorded on the balance sheet. If the transaction is accounted for under the acquisition method of accounting, the Company expenses the transaction costs as incurred, and any excess of the purchase price over the assigned fair value of the net assets acquired is recorded as goodwill. In connection with acquisitions, contingent consideration can be earned by the sellers upon completion of certain future performance milestones. In these cases, a liability is recorded on the acquisition date, as a component of accrued liabilities and/or other long-term liabilities, for an estimate of the acquisition date fair value of the contingent consideration.

The Company accounts for an asset acquisition under ASC, Business Combinations Topic 805, which requires the acquiring entity in an asset acquisition to recognize net assets based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration paid. Goodwill is not recognized in an asset acquisition, and excess consideration transferred over the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on relative fair values. Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. Currently our assets consist of machinery and equipment, vehicle and greenhouse upgrade which we amortize over a useful life of 5 years.

Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

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Inventories

Inventories are stated at the lower of cost or net realizable value. The cost of inventory includes capitalized production costs, including labor, materials, post-harvest costs and depreciation. Inventories costs are expensed to cost of goods sold on the Consolidated Statement of Operations and comprehensive loss in the same period as finished products are sold. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period when the write-down or loss occurs.

Share-Based Compensation

The Company accounts for employee and non-employee stock awards under ASC 718, “Compensation – Stock Compensation,” whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

The Company valued common stock compensation expense to employees and non-employees, as a Level 2 fair value measurement, based on a price of shares issued to unrelated parties for cash proceeds in connection with a private offering of our common stock at prices between $0.25 and $0.50 per share which commenced in the first quarter of 2024.

Basic and Diluted Net Loss Per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued.

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Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Subsequent events

The Company follows ASC 855-10-20, “Types of Subsequent Events”, for events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements.

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Segment Information

Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews consolidated financial information for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment.

Our CEO assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Consolidated Statements of Operations. Total assets on the Balance Sheets represent our segment assets.

Recently issued accounting pronouncements

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires additional disclosures around significant segment expenses and disclosures to identify the title and position of the chief operating decision maker (“CODM”). ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2024. The Company does not expect this update to have a material impact on its financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively.

In March 2024, the FASB issued ASU 2024-02 "Codification Improvements – Amendments to Remove References to the Concepts Statements" ("ASU 2024-02"), which contains amendments to the Codification to remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. Generally, ASU 2024-02 is not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective for the Company for fiscal years beginning after December 15, 2024. The Company does not expect this update to have a material impact on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

The Company has implemented all recently issued accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements or results of operations.

11Leases

ASC 842 supersedes the lease requirements in ASC 840 “Leases” and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For ROU assets, the Company has elected to account for non-lease components as part of the lease.

Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.

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The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.

During the year ended December 31, 2024, the Company’s lease agreement was for occupancy of land and it is accounted for as operating leases. As of December 31,2024, the lease agreement was terminated.

Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of ~~September~~March 3031, ~~2024~~2025, the Company had an accumulated deficit of $9093,~~534~~615,~~568~~110, a net loss of $902,~~337~~312,~~183~~187 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and has not earned any ~~revenues~~revenue since inception. The Company intends to fund operations through equity financing arrangements and related party advances, all of which may be insufficient to fund its capital ~~expenditures~~expenditure, working capital and other cash requirements.

The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – ~~ACQUISITION~~PROPERTY AND EQUIPMENT

~~The~~At ~~following table summarizes the consideration~~March ~~paid~~31, ~~for~~2025, ~~WLR~~ and ~~the~~December ~~amounts~~31, of2024, ~~the~~property ~~assets acquired~~ and ~~liabilities~~equipment ~~assumed~~consisted atof the ~~acquisition date of April 2, 2024~~following:

Consideration:
	March 31,			December 31,
Issuance of 1,250,000 shares of common stock	$	330,869
	2025			2024
Cash payable of GBP 50,000		60,812
Machinery and equipment	$	20,609		$	16,786
		391,681
Vehicle		10,890			10,596
Assets acquired and liabilities assumed:
Office equipment		1,136			-
Cash in bank	$	5,616
		32,635			27,382
Property and equipment, net		49,345
Accumulated depreciation		(5,714)			(4,076)
Other receivable		5,902
Total property and equipment	$	26,921		$	23,306
Total tangible assets		60,863
Due to related parties	$	502,857
Other payable		936
Total liabilities		503,793
Net liabilities	$	(442,930	)
Impairment loss on fixed assets recorded in operating expenses	$	834,611

~~We assessed~~During the ~~nature~~three ofmonths ~~our~~ended 1March 31,~~250~~ 2025,~~000~~ ~~shares issuance for consideration of acquisition~~ and ~~considered certain factors which~~2024, inthe ~~management’s view,~~Company ~~made~~recorded depreciation ~~our~~expense ~~shares~~of a$1,535 and ~~Level 2 valuation~~$0, ~~including the following:~~respectively.

· the lack of trading volume and institutional trading in our common stock during the period when our common stock was listed for trading on OTC Markets;

· the de-listing of our shares from trading on OTC Markets during the second quarter of 2024; and

· the absence of a registration statement covering the shares so issued and their resultant status as ‘restricted securities’ under U.S. federal securities laws.

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We examined other contemporaneous transactions involving our common stock with unaffiliated third parties as fair value indicators for the shares issued to the owners of WLR during the nine months of 2024 and subsequent thereto. During the first quarter of 2024, we commenced a private offering of our common stock at a weighted average price of $0.272 per share. We applied this price and determined the fair value of the 500,000 shares issued to the owners of WLR during the first quarter of 2024 to be $136,000. We continued our private offering during the second quarter of 2024 at an average price of $0.26 per share. We applied this price and determined the fair value of the 750,000 shares issued to the owners of WLR subsequent to the end of the third quarter of 2024 to be $194,869.

NOTE 5 – INVENTORY

As of September 30, 2024, and December 31, 2023, inventory consisted of the following:

	September 30,			December 31,
	2024			2023
Raw material-Genetics	$	549,333		$	—
Labor cost		61,551			—
Total inventory cost		610,884			—
Impairment of inventory		(610,884	)		—
	$	—		$	—

During the nine months ended September 30, 2024, the Company fully impaired inventory of $610,884. Such inventory was disposed of as pharmaceutical waste during January 2025 due to the expiry of the product pending receipt of the required specialist distribution license.

NOTE 6 – INSURANCE RECEIVABLE

On September 25, 2024, a major storm destroyed the Company’s greenhouse. Due to the nature of the damage, the company determined that the greenhouse was a total loss. The greenhouse and related upgrades had a net book value of $40,633 and an estimated replacement value of $88,000 as of September 30, 2024. As of September 30, 2024, based on discussions with the insurer, the Company concluded that it has a covered loss under the policy and that it is probable the insurer will settle the claim for at least the book value, and recorded an insurance receivable to offset the impairment loss of $40,633.

In December 2024, the Company received from the insurer cash of $89,117, net of insurance deductible.

NOTE 7 – PROPERTY AND EQUIPMENT

At September 30, 2024, property and equipment consisted of the following:

	September 30,			December 31,
	2024			2023
Machinery and equipment	$	15,767		$	—
Vehicle		11,694			—
		27,461			—
Accumulated depreciation		(3,131	)		—
Total property and equipment	$	24,330		$	—

On September 25, 2024, a major storm destroyed the Company’s greenhouse. The greenhouse was a part of the Company’s property and equipment, acquired from WLR in April 2024, for growing our cultivation of genetics. The Company recognized a full impairment loss from the damage of $40,633, the carrying amount of our greenhouse.

During the nine months ended September 30, 2024 and 2023, the Company recorded depreciation expense of $6,579 and $0, and impairment loss of $40,633 and $0, respectively.

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NOTE 5 8 – LEASE

~~The~~As of March 31, 2025, the Company had the right to occupy certain real property in South Africa which contains the operations of WLR, commencing June 1, 2023, by paying a monthly lease payment of $6,320 (GBP 5,000). The Company occupied the land starting September 1, 2023, and recognized ROU assets and lease liabilities from this date.

On December 8, 2024, the lease was terminated, and the Company amended its Deed of Sale, dated May 11, 2023, to require, in lieu of cash, a payment of $365,543 (ZAR 6,900,000), payable in shares of the Company’s common stock at $0.50 per share. During the three months ended March 31,2025, the Company issued 375,000 shares of common stock for settlement commitment of $365,543.

The components of lease expense were as follows:

	September 30,			September 30,
	March 31,			March 31,
	2024			2023
	2025			2024
Operating lease cost	$	~~58,514~~-		$	—19,021
Variable lease cost (foreign currency adjustment)		~~(2,534~~-	)		—(591)
Total lease cost	$	~~55,980~~-		$	—18,430

Supplemental cash flow information related to leases was as follows:

Cash paid for operating cash flows from operating leases	$	~~55,980~~-		$	—18,430
Supplemental balance sheet information related to leases was as follows:
Weighted-average discount rate — operating leases		~~6.25~~-	%		—6.25%
Weighted-average remaining lease term - operating lease (months)		2-			—8 Months

Supplemental balance sheet information related to leases was as follows:

	September 30,		December 31
	2024		2023
Operating lease right-of-use asset	$	12,586	$	67,634

As of March 31, 2025, and December 31, 2024, the operating lease right-of-use asset and operating lease liabilities were $0.

The following table outlines maturities of our lease liability as of ~~September 30~~March 31, 2024:

Year ending December 31,	Total
2024 (excluding the nine months ended September 30, 2024)	$	13,394
2024 (excluding the three months ended March 31, 2024)	$	50,520
Thereafter		—
	$	1350,~~394~~520
Less imputed interest		(35907	)
Operating lease liability	$	1349,~~359~~613

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NOTE 6 9 – ~~RELATED~~CONVERTIBLE ~~PARTY~~NOTE ~~TRANSACTIONS~~

~~The~~On ~~related~~April 14, ~~parties~~2021, ~~that~~the ~~had~~Company ~~material~~issued ~~transactions~~a ~~for~~convertible note with a conversion price equal to a 60% discount on the ~~nine~~market ~~months~~price to pay operating ~~ended~~expenses ~~September~~of 30$6,480. As of March 31, 2024, the Company had a convertible note of $6,480 and ~~2023~~accrued interest of $3,520 for ~~consist~~an aggregate of ~~the~~$10,000 and ~~following:~~was in default.

Related Party Nature of Relationship to the Company A Chief Executive Officer B President, Chief Operating Officer C Chief Financial Officer D A UK company owned by related party A (JPD Capital) E A UK company owned by related party A (Eco-Equity Ltd.) F Shareholders and non-executive members of Board

As of September 30, 2024, and December 31, 2023, amounts owing to related parties consists as follows:

	September 30		December 31
Related Party	2024		2023
B	$	27,689	S	8,688
D		1,058,949		17,500
	$	1,086,638	$	26,188

The amounts owing to related parties are unsecured, non-interest bearing and due on demand.

For the nine months ended September 30, 2024, and 2023, advances to related parties and their nature consists of:

	For the
	Nine Months Ended
	September 30,
Related Party	2024		2023		Nature of transaction	Financial Statement Line Item
A	$	12,500	$	—	Accrued management fees	General and administrative expenses
B	$	28,733,134	$	—	105,636,521 shares of common stock issued for compensation	Management fees
B	$	12,500	$	—	Accrued management fees	General and administrative expenses
B	$	478	$	299	Imputed interest	Interest expenses
B	$	19,000	$	—	Cash paid for operating expenses on behalf of the Company	Professional fees
C	$	1,046,467	$	—	3,847,304 shares of common stock issued for compensation	Management fees
C	$	23,047	$	—	Cash paid for management fees	General and administrative expenses
D	$	376,589	$	—	Cash paid to Ember Pharm (Pty) Ltd	Due to related party
D	$	210,997	$	—	Cash paid for operating expenses on behalf of the Company	General and administrative expenses, Professional fees and management fees
D	$	406,660	$	—	Acquired Genetics	Inventory
D	$	534,868	$	—	Repayment due to related party D	Due to related party
D	$	16,730	$	603	Imputed interest	Interest expenses
F	$	234,413	$	—	861,812 shares of common stock issued for compensation to our directors	Management fees

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Following are the other related party transactions:

During the nine months ended September 30, 2024, the Company entered into a distribution and service agreement with U Mir Pharma Limited, a company formed under the laws of England & Wales, doing business in the United Kingdom as Inspire Pharmacy (hereafter, “Inspire”). This agreement was superseded by a joint venture agreement with Inspire as described in Note 1 above. Inspire is owned and controlled by a director of the Company.

NOTE 10 – CONVERTIBLE NOTE

On April 14, 2021, the Company issued a convertible note with a conversion price equal to a 60% discount on the market price to pay operating expenses of $6,480. As of September 30, 2024, and December 31, 2023, the Company had a convertible note of $6,480 and accrued interest of $3,520 for an aggregate of $10,000 and was in default.

On October 4, 2024, the Company paid $10,000 to the SEC, a judgment creditor of the holder of the promissory note described in the preceding paragraph, as full payment against this obligation.

NOTE 7 11 – ACCOUNTS PAYABLE, ACCRUED LIABILITIES ~~AND OTHER CURRENT LIABILITIES~~

The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented:

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Accounts Payable	$	63138,~~367~~524	$	9155,~~670~~377
Due to the ex -owner of Ember Pharms (Pty) Ltd.		60,812		-
Accrued expenses		531,897		628,043
Accrued expenses		175,000		-
Others payable		2,025		1,368
Payroll payable		10,893		-
	$	672,446	$	784,788
	$	310,072	$	9,670

NOTE 8 12 – ~~STOCKHOLDER’S~~RELATED ~~EQUITY~~PARTY TRANSACTIONS

The related parties that had material transactions for the three months ended March 31, 2025, and 2024 consist of the following:

Related Party		Nature of Relationship to the Company

A		Chief Executive Officer
B		President, Chief Operating Officer
C		Chief Financial Officer
D		A UK company owned by related party A (JPD Capital)
E		Shareholders and non-executive members of Board
F		A UK company owned by related party A (Eco-Equity Ltd)

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As of March 31, 2025, and December 31, 2024, amounts owing to related parties consist as follows:

	March 31,		December 31,
Related Party	2025		2024
B	$	27,688	$	27,688
D		1,350,837		1,025,055
	$	1,378,525	$	1,052,743

The amounts owing to related parties are unsecured, non-interest bearing and due on demand.

For the three months ended March 31, 2025, and 2024, advances to related parties and their nature consists of:

	For the
	Three Months Ended
	March 31,
Related Party	2025		2024		Nature of transaction	Financial Statement Line Item
A	$	6,250	$	—	Accrued management fees	General and administrative expenses,
A	$	—	$	18,348	Cash paid for operating expenses on behalf of the Company	General and administrative expenses, Professional fees
B	$	—	$	28,733,134	105,636,521 shares of common stock issued for compensation	Management fees
B	$	6,250	$	—	Accrued management fees	General and administrative expenses,
B	$	289	$	100	Imputed interest	Interest expenses
C	$	—	$	1,046,467	3,847,304 shares of common stock issued for compensation	Management fees
C	$	12,349	$	7,595	Cash paid for management fees	General and administrative expenses
D	$	191,938	$	—	Cash paid to Ember Pharm (Pty) Ltd	Due to related party
D	$	144,786	$	86,397	Cash paid for operating expenses on behalf of the Company	General and administrative expenses, Professional fees and management fees
D	$	—	$	75,954	Acquired Genetics	Inventory
D	$	38,684	$	—	Repayment due to related party D	Due to related party
D	$	11,595	$	772	Imputed interest	Interest expenses
E	$	—	$	234,413	861,812 shares of common stock issued for compensation to our directors	Management fees

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NOTE 9 – STOCKHOLDER’S EQUITY

On February 26, 2024, the Company’s Board of Directors approved an increase in the number of shares of capital stock authorized to be issued by the Company from Seventy-Five Million (75,000,000) to Five Hundred and Fifty Million (550,000,000) consisting of Five Hundred Million (500,000,000) shares of common stock, par value $0.001 per share, and Fifty Million (50,000,000) shares of undesignated preferred stock, par value $0.001 per share.

Preferred Stock

The Company has authorized 50,000,000 shares of preferred stock with a par value of $0.001 per share. No preferred stock was issued or outstanding as of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024.

Common Stock

During the year ended December 31, 2024, par value of common stock was changed from $0.0001 per share to $0.001 per share.

The Company has authorized 500,000,000 shares of common stock with a par value of $0.001 per share.

OnDuring ~~October 23, 2022,~~ the ~~Company~~three ~~issued an aggregate~~months ofended ~~42,000,000~~March ~~shares of its common stock (“Consideration Shares”) to acquire the share capital of Eco Equity Limited (“Eco Equity”) a Zimbabwean-based cultivator of medicinal cannabis. Due to logistical~~31, ~~regulatory~~2024, ~~and political challenges facing~~ the ~~business~~ ~~in Zimbabwe, the acquisition of Eco Equity was abandoned. Nevertheless, the transaction introduced the~~ Company ~~into~~issued ~~the medicinal cannabis sector and opportunities to conduct business and material transactions with other cultivators~~305, ~~exporters~~082,998 ~~manufacturers,~~shares ~~and distributors~~under ~~in southern Africa and, ultimately, Europe. As a result of~~ the ~~exposure~~Company’s ~~and~~2024 ~~access initiated by the transaction with Eco~~ Equity, ~~the~~Incentive ~~Company~~Plan ~~permanently~~(“Incentive ~~changed its business model to operate in the medicinal cannabis sector. Because of the beneficial effect~~Plan”) ofas ~~transaction, even though abandoned, the Company determined to continue to honor the issuance of the Consideration Shares.~~follows:

16· 110,345,637 shares of common stock to the Company’s CFO, director and non-executive board members, valued at $30,014,014; and

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During the nine months ended September 30, 2024, the Company issued 305,082,998 shares under the Company’s 2024 Equity Incentive Plan (“Incentive Plan”) as follows:

· 110,345,637 shares of common stock to the Company’s CFO, director and non-executive board members, valued at $30,014,014.

194,737,361 shares of common stock for services, valued at $52,968,562.

Also ~~during~~ During the ~~nine~~three months ended ~~September~~March 3031, 2024, in connection with the Company’s ~~issued~~agreement to acquire the share capital of Ember Pharms (Pty) Ltd. (Note 1), the ~~following~~Company issued 500,000 shares of common stock: to the shareholders of WLR, valued at $136,000.

·During the ~~1,320,798~~three ~~shares~~months ofended ~~common~~March ~~stock~~31, ~~issued~~2025, inthe ~~connection~~Company ~~with~~issued ~~subscriptions~~7,500,000 ~~related~~shares tounder the Company’s ~~private~~2024 ~~offering~~Equity ofIncentive ~~common~~Plan ~~stock~~(“Incentive Plan”) ~~for~~as ~~$358,640 in cash; and~~follows:

· 7,500,000 shares of common stock ~~issued~~for ~~and 750~~services,~~000~~ ~~shares of common stock to be issued,~~ valued at $~~330~~1,~~869~~984, ~~to the shareholders of WLR Farming (Pty) Ltd (Note 1) in connection with the Company’s agreement to acquire the share capital of WLR~~500.

~~During~~Also during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Company ~~received~~issued ~~stock subscriptions~~the ~~for~~following ~~659,790~~ shares of common stock~~, valued at $176,228, recorded to additional paid in capital.~~:

As· 375,000 shares of ~~September~~common ~~30,~~stock ~~2024,~~issued ~~and~~to ~~December~~Ember ~~31,~~Pharms ~~2023,~~for ~~there~~settlement ~~were 381,320,798 and~~of ~~74,417,002~~a ~~shares~~commitment ofin ~~common~~connection ~~stock~~with ~~issued~~the ~~and~~land ~~outstanding~~purchase agreement dated December 8, ~~respectively.~~2024, valued at $187,500;

750,000 shares of common stock issued, valued at $194,869, to the former shareholders of Ember Pharms (Note 1) in connection with the Company’s agreement to acquire the share capital of Ember Pharms; and

1,271,096 shares of common stock issued in connection with subscriptions related to the Company’s private offering of common stock $330,151 in cash received during fourth quarter of 2024.

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As of March 31, 2025, and December 31, 2024, there were 391,216,894 and 381,320,798 shares of common stock issued and outstanding, respectively.

2024 Equity incentive plan

On February 26, 2024, the Company’s Board of Directors adopted the Incentive Plan, the purpose of which was to promote the interests of the Company by encouraging directors, officers, employees, and consultants of CINV to develop a long-term interest in the Company, align their interests with that of our stockholders, and provide a means whereby they may develop a proprietary interest in the development and financial success of the Company and its stockholders. The Incentive Plan is also intended to enhance the ability of the Company and its subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Incentive Plan permits the award of restricted stock, common stock purchase options, restricted stock units, and stock appreciation awards. The maximum number of shares of our common stock that are subject to awards granted under the Incentive Plan is 350,000,000 shares. The term of the Incentive Plan will expire on February 25, 2034. ~~Our~~ As of March 31, 2025, our Board of Directors, which serves as the administrator of the Incentive Plan, has granted awards under the Incentive Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of ~~305~~312,~~082~~582,998 shares, all of which became fully-vested at the time of grant. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its shares of common stock in connection with the Incentive Plan was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933. As of ~~September~~March 3031, ~~2024~~2025, 4437,~~917~~417,002 shares are available to be issued under the Incentive Plan.

Stock Purchase Options

On May 24, 2024, the Company entered into an agreement with a musician and entertainer to endorse and promote the Company’s business and the Company recorded marketing expense of $5,285,970. In consideration for services to be provided by the entertainer, the Company granted a 10-year stock purchase option to acquire 20,000,000 shares of common stock, at exercise price of $0.01 per share. The option is vested as of the grant date, and may be exercised in whole or in part, at any time.

The stock purchase options are valued using a Black-Scholes valuation model. The use of this valuation model requires the input of highly subjective assumptions. Any change to these inputs could produce significantly higher or lower fair value measurements.

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The Company utilized the following assumptions:

		2024
Estimated stock price	$	0.27
Expected term		5 years
Expected average volatility		72%
Expected dividend yield		-
Risk-free interest rate		4.53%

A summary of activity of the stock purchase options during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, as follows:

	Options Outstanding			Weighted Average
	Number of	Weighted Average		Remaining life
	Options	Exercise Price		(years)
Outstanding, December 31, 2023	-	$	-	-
Outstanding, December 31, 2024	20,000,000	$	0.01	9.40
Granted	~~20,000,000~~-		~~0.01~~-	~~10.00~~-
Exercised	-		-	-
Forfeited/canceled	-		-	-
Outstanding, September 30, 2024	20,000,000	$	0.01	9.65
Outstanding, March 31, 2025	20,000,000	$	0.01	9.15
Exercisable options, September 30, 2024	20,000,000	$	0.01	9.65
Exercisable options, March 31, 2025	20,000,000	$	0.01	9.15

NOTE 13 – COMMITMENTS

In January 2024, the Company entered into a strategic consulting agreement with a consultant to work alongside management teams to create value by commercializing business plans, optimizing financial and operational performance, making introductions, negotiating agreements, executing partnerships and formulating acquisition and exit strategies. The agreement, as amended, provides for a monthly fee of GBP 5,000 (approximately $6,320) per month and a one-time payment of 14,000,000 shares of our common stock. The agreement is for a free duration term, and the Company may terminate the consultancy at any time. During the nine months ended September 30, 2024, the Company issued 14,000,000 shares of common stock in satisfaction of this obligation, valued at $3,808,000.

On July 5, 2024, the Company entered into a purchase agreement with Cannabudgrow (Pty) Ltd, a company licensed to cultivate cannabis for the proposes of producing the Medicines and Related Substances. The Company’s commitment is to purchase a minimum quantity of 1,200 Kgs per annum for a period of two years.

We have entered into indemnification agreements with certain of our current directors and officers. The indemnification agreements indemnify the indemnitee to the fullest extent permitted by law, including against third-party claims and claims by or in right of the Company or any subsidiary or majority-owned partnership of the Company by reason of that person (including the advancement of expenses subject to certain conditions) (a) being a director, officer employee or agent of the Company, or of any subsidiary or majority-owned partnership of the Company or (b) serving at our request as a director, officer, employee or agent of another entity. If appropriate, we are entitled to assume the defense of the claim with counsel selected by us and approved by the indemnitee (which approval may not be unreasonably withheld). Separate counsel employed by the indemnitee will be at his or her own expense unless (1) the employment of separate counsel has been previously authorized by us, (2) the indemnitee reasonably concludes there may be a conflict of interest or (3) we have not, in fact, employed counsel to assume the defense of such claim.

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NOTE 1410 – ~~INCOME TAXES~~COMMITMENTS

~~The~~In January 2024, the Company ~~has~~entered ~~not~~into ~~made~~a ~~provision~~strategic ~~for~~consulting ~~income~~agreement ~~taxes~~with a consultant to work alongside management teams to create value by commercializing business plans, optimizing financial and operational performance, making introductions, negotiating agreements, executing partnerships and formulating acquisition and exit strategies. The agreement, as amended, provides for ~~the~~a ~~nine~~monthly ~~months~~fee ~~ended~~of ~~September~~GBP 305,000 (approximately ~~2024~~$6,320) per month and ~~the~~a ~~year~~one-time ~~ended~~payment ~~December~~of 3114,000,000 ~~2023~~shares ~~since~~of our common stock. The agreement is for a free duration term, and the Company ~~has~~may terminate the ~~benefit~~consultancy ofat ~~net~~any ~~operating~~time. During the three months ended March 31, 2024, the Company issued 14,000,000 ~~losses~~shares of common stock in ~~these~~satisfaction ~~periods~~of this obligation, valued at $3,808,000.

~~Due to uncertainties surrounding the Company’s~~On ~~ability~~July ~~to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward~~5, ~~the~~ ~~Company has not recorded any deferred income tax assets as of September 30~~2024, ~~2024.~~the ~~The~~ Company ~~has~~entered ~~incurred~~into a ~~net~~purchase ~~operating~~agreement ~~loss~~with Cannabudgrow (~~NOL~~Pty) of ~~$623~~Ltd,~~142;~~ ~~the~~a ~~net~~company ~~operating~~licensed ~~loss carry forwards will begin~~ to ~~expire~~cultivate incannabis ~~varying~~for the ~~amounts~~proposes ~~beginning~~of ~~with~~producing the ~~year~~Medicines ~~ended~~and ~~December~~Related ~~31, 2039, subject to its eligibility as determined by respective tax regulating authorities~~Substances. ~~NOLs~~ ~~generated in tax years prior to December 31, 2018, can be carryforward for twenty years, whereas NOLs generated after December 31, 2018, can be carryforward indefinitely.~~ The Company’s ~~net~~commitment ~~operating~~is ~~loss carry forwards may be subject~~ to ~~annual~~purchase ~~limitations,~~a ~~which~~minimum ~~could~~quantity ~~eliminate,~~of ~~reduce or defer the utilization~~1,200 ofKgs ~~the~~per ~~losses~~annum ~~because~~for ofa anperiod ~~ownership change as defined in Section 382~~ of ~~the~~two ~~Internal Revenue Code. U.S. Federal tax returns are closed by statute for~~ years ~~through 2015~~. ~~The status of state and non-U.S. tax examinations varies due to the numerous legal entities and jurisdictions in which the Company operates.~~

~~Net~~We have ~~deferred~~entered ~~tax~~into ~~assets~~indemnification ~~consist~~agreements with certain of our current directors and officers. The indemnification agreements indemnify the ~~following~~indemnitee ~~components~~to the fullest extent permitted by law, including against third-party claims and claims by or in right of the Company or any subsidiary or majority-owned partnership of the Company by reason of that person (including the advancement of expenses subject to certain conditions) (a) being a director, officer employee or agent of the Company, or of any subsidiary or majority-owned partnership of the Company or (b) serving at our request as a director, officer, employee or agent of ~~September~~another 30entity. If appropriate, ~~2024~~we are entitled to assume the defense of the claim with counsel selected by us and ~~December~~approved 31by the indemnitee (which approval may not be unreasonably withheld). Separate counsel employed by the indemnitee will be at his or her own expense unless (1) the employment of separate counsel has been previously authorized by us, ~~2023:~~ (2) the indemnitee reasonably concludes there may be a conflict of interest or (3) we have not, in fact, employed counsel to assume the defense of such claim.

	September 30,			December 31
	2024			2023
Net loss for the period	$	(623,142	)		(39,618	)
Effective tax rate		21	%		21	%
Tax Recovery		(130,860	)		(8,320	)
Less: valuation allowance		130,860			8,320
Net deferred asset	$	—		$	—

NOTE 11 – INCOME TAXES

	September 30,			December 31
	2024			2023
Net Operating Loss carryforward	$	172,308		$	41,448
Less: Valuation allowance		(172,308	)		(41,448	)
Net deferred tax asset	$	—		$	—

The Company has not made provision for income taxes for the three months ended March 31, 2025, and the year ended December 31, 2024 since the Company has the benefit of net operating losses in these periods.

~~Tax~~Due to ~~returns~~uncertainties ~~for~~surrounding the ~~years~~Company’s ~~ended~~ability ~~2018~~to generate future taxable income to realize deferred income tax assets arising ~~2023~~as a result of net operating losses carried forward, ~~have~~the Company has not ~~been~~recorded ~~filed~~any bydeferred ~~the~~income tax assets as of March 31, 2025. The Company has incurred a net operating loss (NOL) of $327,687; ~~and~~the ~~are~~net operating loss carry forwards will begin to expire in varying amounts beginning with the year ended December 31, 2040, subject to ~~review~~its eligibility as determined by ~~the~~respective tax regulating authorities. NOLs generated in tax years prior to December 31, 2018, can be carryforward for twenty years, whereas NOLs generated after December 31, 2018, can be carryforward indefinitely. The Company’s ~~has~~net nooperating ~~liabilities~~loss ~~related~~carry forwards may be subject to ~~uncertain~~ ~~tax~~annual ~~positions~~limitations, which could eliminate, reduce or ~~unrecognized~~defer ~~benefits~~the utilization of the losses because of an ownership change as defined in Section 382 of ~~September~~the ~~30,~~Internal ~~2024~~Revenue Code. U.S. Federal tax returns are closed by statute for years through 2015. The ~~Company~~status ~~has~~of ~~not~~state ~~accrued~~and ~~interest~~non-U.S. ortax ~~penalties~~examinations ~~associated~~varies ~~with~~due ~~unrecognized~~to ~~tax~~the ~~liabilities~~numerous legal entities and jurisdictions in which the Company operates.

Net deferred tax assets consist of the following components as of March 31, 2025, and December 31, 2024:

	March 31,			December 31,
	2025			2024
Net loss for the year	$	(327,687	)	$	(988,450	)
Effective tax rate		21	%		21	%
Tax Recovery		(68,814	)		(207,575	)
Less: valuation allowance		68,814			207,575
Net deferred asset	$	—		$	—

	March 31,			December 31,
	2025			2024
Net Operating Loss carryforward	$	317,837		$	249,023
Less: Valuation allowance		(317,837	)		(249,023	)
Net deferred tax asset	$	—		$	—

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~~NOTE~~Tax returns 15for –the ~~SUBSEQUENT~~years ~~EVENTS~~ended 2018 to 2024, have not been filed by the Company, and are subject to review by the tax authorities. The Company has no liabilities related to uncertain tax positions or unrecognized benefits as of March 31, 2025. The Company has not accrued interest or penalties associated with unrecognized tax liabilities.

NOTE 12 – SUBSEQUENT EVENTS

Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent events:

1. In February 2024, the Company entered into a joint venture agreement with Canna Capital Plc, a company registered under the laws of England and Wales to form a joint venture which shall be the exclusive supplier of Flower Biomass to Crop Circle Pharmacy in the United Kingdom. On ~~November~~May 2722, ~~2024~~2025, the Company’s Board of Directors approved ~~a discontinuation of~~ the ~~joint venture.~~following:

· An offering of 2.- Onand ~~October~~3-year 4,senior ~~2024,~~secured ~~the~~convertible ~~Company~~promissory ~~paid~~notes of up to $10,000,000 toin the ~~U.S.~~aggregate ~~Securities~~(the “Note Offering” and ~~Exchange~~the ~~Commission~~promissory notes issued in connection therewith, athe ~~judgment~~“Notes”). ~~creditor~~In ofconnection with the ~~holder~~Note ofOffering, the ~~promissory~~Company ~~note~~issued ~~described~~Notes into ~~Note~~various 8non-U.S. ~~above,~~investors asin ~~full~~the ~~payment~~aggregate ~~against~~principal ~~this~~amount ~~obligation.~~$584,850;

3.· OnIn ~~November~~connection ~~8, 2024, the Company amended its share purchase agreement~~ with the ~~shareholders~~Note ofOffering, ~~WLR Farming (Pty) Ltd. The purchase price was amended to require~~ a ~~payment~~Custodian ~~of $60~~Agreement,~~812~~ ~~(GBP~~wherein ~~50,000)~~the inCompany ~~cash~~issued, ~~together~~on ~~with~~July ~~the~~18, ~~issuance~~2025, ~~of an aggregate of 1~~20,~~250~~000,000 shares of common stock, ~~inclusive~~to of the ~~500,000~~custodian ~~shares~~to ~~issued~~hold onin ~~March~~trust 5,as ~~2024.~~partial ~~The~~security ~~cash~~for ~~payment~~the ~~obligation~~repayment ~~was~~of ~~satisfied~~the ~~on November 11, 2024. The remaining share payment obligation was satisfied on January 6, 2025.~~Notes;

4. On December 8, 2024, The Company amended its Deed of Sale, dated May 11, 2023, to require, in lieu of cash, a payment of $378,954 (ZAR 6,900,000), payable in shares of the Company’s common stock. Accordingly, on January 28, 2025, the Company issued the vendor to the Deed of Sale an aggregate of 375,000 shares of common stock in full satisfaction thereof.

5. On December 12, 2024, the Company covered the loss under the insurance policy, and obtained insurance proceeds of $89,117.

6. On January 28, 2025, the Company issued an aggregate of 7,500,000 shares of common stock to two consultants of the Company in connection with the Incentive Plan described in Note 12 above.

7. On May 22, 2025, the Company’s Board of Directors approved following:

· An offering of 2- and 3-year senior secured convertible promissory notes of up to $10,000,000 in the aggregate (the “Note Offering” and the promissory notes issued in connection therewith, the “Notes”);

· A Custodian Agreement, wherein the Company issued 20,000,000 shares to the custodian to hold in trust as partial security for the repayment of the Notes;

A consulting agreement for banking, finance, capital formation, mergers, acquisition and general corporate advisory services in exchange for monthly compensation of $100,000;

· ~~Consulting~~On ~~agreements~~July ~~with three advisors in connection with business development~~18,2025, ~~valuation~~129,256 ~~global~~shares ~~mergers~~of ~~and~~common ~~acquisitions,~~stock ~~financial~~were ~~modelling~~issued ~~services~~to inan ~~exchange~~investor ~~for~~in ~~the~~connection ~~issuance~~with ofsubscription anfor ~~aggregate~~common ofstock ~~1,348,000~~received ~~shares~~by ofthe ~~common~~Company ~~stock;~~in ~~and~~April 2024.

· ~~The~~Consulting ~~award~~agreements ofwith 5four advisors in connection with business development,~~000~~ valuation,~~000~~ ~~shares~~global ofmergers ~~common~~and ~~stock~~acquisitions, tofinancial ~~two~~modelling ofservices in exchange for the ~~Company’s~~issuance ~~corporate~~of ~~advisory~~an ~~and~~aggregate ~~operations~~of ~~consultants~~2,348,000 ~~pursuant~~shares toof ~~the~~common ~~Company’s~~stock, ~~2024~~which ~~Equity~~shares ~~Incentive~~were ~~Plan.~~issued on July 18, 2025; and

8.· InThe ~~connection~~award ~~with~~of ~~the Note Offering~~5,000,000 ~~during~~shares ~~the~~of ~~second~~common ~~and~~stock ~~third~~to ~~quarters~~two of ~~2025,~~ the Company’s ~~issued~~corporate ~~Notes~~advisory toand ~~various~~operations ~~non-U.S.~~consultants ~~investors~~pursuant into the ~~aggregate~~Company’s ~~principal~~2024 ~~amount~~Equity ofIncentive ~~$475~~Plan,~~850~~ which shares were issued on July 18, 2025.

92. On June 23, 2025, the Company and Ember Pharms (Pty) Ltd., its wholly-owned subsidiary, entered into a Deed of Settlement with Vertical Up Manufacturing (Pty) Ltd. (“Vertical Up) concerning a lawsuit filed by Vertical Up in the High Court of South Africa, Free State Division, Bloemfontein. The Deed of Settlement required that the Company vacate the premises and make a series of installment payments to Vertical Up totaling ZAR 2,758,500 in the aggregate, which payments may be offset from Vertical Up’s sale of cannabis inventory on the premises. Pursuant to the terms of the Deed of Settlement, the first installment payment of ZAR 500,000 was made on June 27, 2025.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Crucial Innovations Corp. (collectively with our subsidiary, “we,” “us,” “our,” “CINV” or the “Company”), a Nevada corporation, was formed on February 28, 2018. We were initially engaged in the business of English language tutoring over the Internet. However, we were not able to execute our original business plan, develop significant operations or achieve commercial sales. In May 2023, we determined to change our business to become a supplier and distributor of medical cannabis in Europe, and signed an agreement to acquire a grower of medical cannabis and associated real property in South Africa. During the first quarter of 2024, we paid a partial payment toward this acquisition, and subsequently made additional payments during 2024 and 2025 (See Subsequent Events below).

Our principal office is located at 86-90 Paul Street, London EC2A 4NE United Kingdom, and our telephone number is +44 (0) 203 148 1452. Our corporate website is located at www.cinvcorp.com, although it does not constitute a part of this Quarterly Report. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10- Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to the Securities and Exchange Commission (“SEC”). Our shares have previously traded on the OTC Markets expert trading platform under the symbol ‘CINV’. Following the filing of this quarterly report on Form 10-Q and other reports as required by the SEC, we intend to re-apply to OTC Markets to resume trading in our shares.

The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Quarterly Report and in conjunction with the financial statements and notes thereto in the Company’s Annual Report on Form 10-K, and any amendments thereto (“10-K”). In addition, some of the statements in this report constitute forward-looking statements. The matters discussed in this Quarterly Report, as well as in future oral and written statements by management of CINV, that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward- looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Important assumptions include our ability to generate revenues, achieve certain margins and levels of profitability, and the availability of additional capital. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans or objectives will be achieved. The forward- looking statements contained in this Quarterly Report may include statements as to:

our future operating results;

our business prospects;

currency volatility, foreign exchange, and inflation risk;

our contractual arrangements with our customers and other relationships with third parties;

the dependence of our future success on the general economy and its impact on the industries in which we invest;

political instability in the countries in which we operate;

uncertainty regarding certain legal systems in the countries in which we operate;

our dependence upon external sources of capital;

our expected financings and capital raising;

our regulatory structure and tax treatment;

the adequacy of our cash resources and working capital;

the timing of cash flows from our operations;

the impact of fluctuations in interest rates on our business;

market conditions and our ability to access additional capital, if deemed necessary; and

natural or man-made disasters and other external events that may disrupt our operations.

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There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. For a discussion of factors that could cause our actual results to differ from forward- looking statements contained in this Quarterly Report, please see the discussion in “Item 1A. Risk Factors” in our 10-K. You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date this Quarterly Report is filed with the SEC.

Results of Operations

The following summary of our ~~results~~ results of operations should be read in conjunction with our unaudited financial statements for the three ~~and nine~~ months period ended ~~September 30~~March 31, 2025 and 2024, which are included herein.

Our operating results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~ 2025 and ~~2023~~2024 and the changes between those periods for the respective items are summarized as follows.

Three Months Ended ~~September 30~~March 31, ~~2024~~2025 Compared with the Three Months Ended March ~~September 30~~31, ~~2023~~2024:

Three Months Ended September 30,

2024

2023

Change ($)

Change (%)

2025

2024

Change ($)

Change (%)

Revenues

―

—

― %

Operating expenses

~~509~~2,~~601~~300,303

683,~~310~~085,172

~~503~~(80,~~291~~784,469

)

~~7,976~~(97.0823)

Interest expense

1411,~~218~~884

~~332~~872

1311,~~886~~012

41,~~182~~262.5384

Net loss

~~523~~2,~~819~~312,187

683,~~642~~086,044

6(80,~~727~~773,~~035~~857

~~7,786~~(97.4622)

The Company generated no revenues for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024. Operating expenses ~~consist~~for ~~primarily~~the ofthree ~~the~~months ~~impairment~~ended ofMarch ~~inventory~~31, of2025 consist mainly ~~$279,150~~of professional fees. ~~During~~Operating expenses for the three months ended ~~September~~March 3031, 2024 ~~and~~consist ~~2023,~~primarily of stock-based compensation. During the ~~Company~~three ~~recognized~~months ~~$14,218~~ended ~~and~~March ~~$332~~31, ~~respectively~~2024, inthe ~~interest on~~Company aissued ~~convertible~~305,082,998 ~~note.~~shares ~~Our~~under ~~financial~~the ~~statements~~Company’s ~~report~~2024 aEquity ~~net~~Incentive ~~loss~~Plan. 110,345,637 shares of ~~$523,819~~common ~~for~~stock ~~the~~were ~~three~~issued ~~months~~to ~~ended~~the ~~September 30~~Company’s CFO, ~~2024~~director ~~compared~~and tonon-executive aboard ~~net~~members, ~~loss~~valued ofat $630,~~642~~014,014. ~~for~~194,737,361 shares ~~the~~of ~~three~~common ~~months~~stock ~~ended~~were ~~September~~issued 30for professional fees, ~~2023~~valued at $52,968,562.

~~Nine~~During ~~Months~~the ~~Ended~~three ~~September~~months ended 30March 31, ~~2024~~2025 ~~Compared~~and ~~with~~2024, the ~~Nine~~Company ~~Months~~recognized ~~Ended September 30~~$11,884 ~~2023:~~and $872 in interest on a convertible note.

			Nine Months Ended September 30,
	2024			2023			Change ($)	Change (%)
Revenues	$	―		$	―	$	—	― %
Operating expenses		90,319,861			6,310		90,313,551	1,431,276.56
Interest expense		17,322			903		16,419	1,818.27
Net loss	$	90,337,183		$	7,213	$	90,329,970	1,252,321.78

Our financial statements report a net loss of $2,312,187 for the three months ended March 31, 2025, compared to a net loss of $83,086,044 for the three months ended March 31, 2024.

~~The~~Liquidity ~~Company generated no revenues for the nine months ended September 30, 2024~~ and ~~2023.~~Capital Operating expenses consist primarily of stock-based compensation. During the nine months ended September 30, 2024, the Company issued 305,082,998 shares under the Company’s 2024 Equity Incentive Plan. 110,345,637 shares of common stock were issued to the Company’s CFO, director and non- executive board members, valued at $30,014,014. 194,737,361 Shares of common stock were issued for professional fees, valued at $52,968,562. The Company also incurred $5,352,377 in marketing costs. On May 24, 2024, the Company entered into an agreement with a musician and entertainer to endorse and promote the Company’s business and the Company recorded marketing expense of $5,285,970. In consideration for services provided by the entertainer, the Company granted a 10-year stock purchase option to acquire 20,000,000 shares of common stock, at an exercise price of $0.01 per share. The option is vested as of the grant date, and may be exercised in whole or in part, at any time. During the nine months ended September 30,2024, the Company recognized impairment loss on fixed assets-acquisition Ember Pharms (Pty) Ltd, of $834,611. During the nine months ended September 30, 2024 and 2023, the Company recognized $17,322 and $903, respectively, in interest on a convertible note. Our financial statements report a net loss of $90,337,183 for the nine months ended September 30, 2024 compared to a net loss of $7,213 for the nine months ended September 30, 2023.Resources

The following tables provide selected financial data about our company as of March 31, 2025 and December 31, 2024, respectively.

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Liquidity and Capital Resources

The following tables provide selected financial data about our company as of September 30, 2024 and December 31, 2023, respectively.

Working Capital

	September 30,			December 31,
	March 31,			December 31,
	2024			2023			Changes ($)
	2025			2024			Changes ($)
Cash	$	~~299~~2,067		$	—52,668		$	—(50,601	)
Current Assets	$	71121,~~330~~744		$	—68,285		$	7153,~~330~~459
Current Liabilities	$	12,~~420~~085,~~069~~855		$	~~114~~1,~~087~~871,473		$	1214,~~305,982~~382
Working Capital (Deficiency)	$	(1,~~348~~964,~~739~~111	)	$	(~~114~~1,~~087~~803,188	)	$	(1214,~~234,652~~240	)

As of ~~September 30~~March 31, 2025 ~~2024~~ and December 31, ~~2023~~2024, our total current assets were $71121,~~330~~744 and $068,285, respectively. Current assets as of ~~September 30~~March 31, ~~2024~~2025 consist mainly of ~~insurance~~prepaid ~~receivable~~expenses of $4098,~~633 as described in Note 6 in the notes to the financial statements~~353.

As of ~~September~~ 30March 31, ~~2024~~2025, our current liabilities were $12,~~420~~085,~~069~~855 compared to $~~114~~1,~~087~~871,473 as of December 31, ~~2023~~2024. Working capital deficiency ~~was~~ was $1,~~348~~964,~~739~~111 as of ~~September~~March 3031, ~~2024~~2025 compared to working capital deficiency of $~~114~~1,~~087~~803,188 as of December 31, ~~2023~~2024. The increase in ~~working~~ working capital deficiency was primarily the result of an increase in current liabilities. offset by an increase in current assets. Current liabilities increased due to an increase in amounts due to related parties of $1,~~060~~378,~~450~~525 for payments made for operating expenses.

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Cash Flows

	Nine months ended
	Three months ended
	September 30,
	March 30,
	2024			2023			Changes ($)
	2025			2024			Changes ($)
Cash Flows used in Operating Activities	$	(~~995~~342,~~299~~919	)	$	—(180,728	)	$	(~~995~~162,~~299~~191	)
Cash Flows used in Investing Activities		(124,~~150~~493	)		—			(124,~~150~~493	)
Cash Flows provided by Financing Activities		1298,~~033,538~~040			—180,728			1117,~~033,538~~312
Effect of exchange rate changes on cash		(251,~~790~~219	)		—			(251,~~790~~219	)
Net Change in Cash During Period	$	~~299~~(50,591	)	$	—		$	~~299~~(50,591	)

During the three ~~nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, cash flows used in operating activities were $~~995~~342,~~299and~~919 $0, respectively. For the nine months ended September 30, 2024, the largest items in net cash flows used in operating activities consisted of a net loss of $90,337,183, stock-based compensation of $88,268,546, impairment of inventory of $610,884, impairment loss on fixed assets- acquisition Ember Pharms (Pty) Ltd,of $834,611, a decrease in inventory of $610,884, and ~~an increase in accounts payable and accrued liabilities of~~ $~~240~~180,~~434. For the nine months ended September 30~~728, ~~2023, net cash flows used in operating activities consisted of a net loss of $7,212, an increase in imputed interest of $903, and an increase in accounts payable and accrued interest of $6,309~~respectively.

~~During~~For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, ~~and~~the ~~2023,~~largest items in net cash flows used in ~~investing~~operating activities ~~were~~consisted of a net loss of $122,~~150~~312,187, stock-based ~~and~~compensation of $01,984,500, ~~respectively~~change in prepaid expenses of $98,332 and change in accounts payable and accrued liabilities of $74,967. For the ~~nine~~ three months ended ~~September~~March 3031, 2024, the largest items in net cash flows used in ~~investing~~operating activities consisted of ~~the~~a ~~acquisition~~net loss of ~~Ember~~$83,086,044, ~~Pharms~~stock-based ~~(Pty)~~compensation ~~Ltd~~ of $582,~~615~~982,576, and ~~purchases~~change ofin ~~property~~inventory ~~and equipment~~ of $1775,~~765~~954.

During the ~~nine~~ three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, cash flows ~~provided~~used byin ~~financing~~investing activities were $14,~~033,538~~493 and $0, respectively. For the ~~nine~~ three months ended March ~~September 30~~31, ~~2024~~2025, all of the net cash flows ~~provided~~used byin ~~financing~~investing activities consisted of ~~proceeds~~the ~~from~~purchases ~~related parties~~ of ~~$1,033,538, repayment~~property ~~of related party loans of $534,868~~ and ~~proceeds from common stock to be issued of $534,868~~equipment.

During the three months ended March 31, 2025 and 2024, cash flows provided by financing activities were $298,040 and $180,728, respectively. For the three months ended March 31, 2025, net cash flows provided by financing activities consisted of proceeds from related parties of $336,724 and repayment of related party loans of $38,684. For the three months ended March 31, 2024, all of the net cash flows provided by financing activities consisted of proceeds from related party loans.

We expect our cash on hand and revenues received from our operations will be insufficient to meet our anticipated liquidity needs for business operations for the next twelve months, and that we will need to secure capital from various sources, including loans and sales of our equity, as well as advances from one or more related parties. There can be no assurance that we will continue to generate cash flows at or above current levels or that we will be able to raise additional financing to support our operating and compliance expenditures. Absent our success in obtaining operating capital from one or more of these sources, there exists substantial doubt as to the Company’s ability to continue as a going concern.

Our future cash flows could be adversely affected by events outside of our control, including, without limitation, changes in overall economic conditions, regulatory requirements, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, and other conditions. The foregoing events, either individually or collectively, could affect our results.

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Off Balance Sheet Arrangements

None.

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Subsequent Events

Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent events:

5. On December 12, 2024, the Company covered the loss under the insurance policy, and obtained insurance proceeds of $89,117.

6. On January 28, 2025, the Company issued an aggregate of 7,500,000 shares of common stock to two consultants of the Company in connection with the Incentive Plan described in Note 12 above.

7. On May 22, 2025, the Company’s Board of Directors approved following:

· A Custodian Agreement, wherein the Company issued 20,000,000 shares to the custodian to hold in trust as partial security for the repayment of the Notes;

A consulting agreement for banking, finance, capital formation, mergers, acquisition and general corporate advisory services in exchange for monthly compensation of $100,000;

2524

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Item 3.

Quantitative and Qualitative Disclosure about Market Risk

We are subject to financial market risks, including changes in interest rates, lease rates, credit rates, and general debt terms.

We are subject to risks regarding currency volatility and foreign exchange rates. In particular, we are subject to fluctuations in foreign exchange rates between the U.S. dollar, our reporting currency, and currencies of countries where we market or source our products and services, which presently consists principally of the British Pound. Such fluctuations may result in significant increases or decreases in our reported revenue and other results as expressed in dollars, and in the reported value of our assets, liabilities and cash flows. In addition, currency fluctuation may adversely affect receivables, payables, debt, firm commitments and forecast transactions denominated in non-U.S. currencies. In particular, transition risks arise where parts of the cost of sales are not denominated in the same currency of such sales. We currently do not hedge this exposure. Fluctuation in exchange rates, depreciation of local currencies, changes in monetary and/or fiscal policy or inflation in the countries in which we operate could have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition to foreign currency risk, our ability to generate operating cash flows at our parent company level could depend on the ability of our subsidiaries to upstream funds. South Africa and other countries in which we may operate have exchange controls that can, from time to time, place restrictions on the exchange of local currency for foreign currency and the transfer of funds abroad. These controls and other controls that may be implemented in the future could limit the ability of our subsidiaries to transfer cash to us and make us dependent upon external sources of cash and credit.

We can offer no assurance that additional restrictions on currency exchange will not be implemented in the future or that these restrictions will not limit the ability of our subsidiaries to transfer cash to us, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Item 4.

Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of ~~September~~March 3031, ~~2024~~2025. In making this assessment, management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Based ~~upon~~ upon our evaluation of internal controls, our CEO and CFO determined that (i) we have a material weakness over our entity level control ~~environment~~ environment as of ~~September~~March 3031, ~~2024~~2025 and (ii) our internal control over financial reporting was not effective as of ~~September~~March 3031, ~~2024~~2025, inasmuch as we were not able to timely file our quarterly and annual reports as required under the Securities Exchange Act of 1934.

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Part II. Other Information

Item 1.

Legal Proceedings

On May 12, 2025 Vertical Up Manufacturing (Pty) Ltd (“Vertical Up”), the owner of certain real property that the Company has utilized for its cannabis cultivation business, filed a lawsuit, Case No. 2242/2025, against the Company and Ember Pharms (Pty) Ltd., its wholly-owned subsidiary, in the High Court of South Africa, Free State Division, Bloemfontein. The petition sought damages for unpaid rent and utilities, damage to the property, and restitution of insurance proceeds totaling an aggregate of ZAR 6,068,434, plus ZAR 130,000 per month until the premises were vacated by the defendants. The Company engaged Hill, McHardy & Herbst Inc. to defend its interests in the lawsuit. On June 23, 2025, the parties entered into a Deed of Settlement of the lawsuit which required that the Company vacate the premises and make a series of installment payments to Vertical Up totaling ZAR 2,758,500 in the aggregate, which payments may be offset from Vertical Up’s sale of cannabis inventory on the premises. Pursuant to the terms of the Deed of Settlement, the first installment payment of ZAR 500,000 was made on June 27, 2025.

From time to time, the Company is a party to certain other proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our customers and suppliers. While the outcome of these legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedings will have a material effect upon the Company’s financial condition or results of operations.

Item 1A.

Risk Factors

We are subject to a number of risks, many of which are identified in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, including any amendments thereto (“10-K”). As the business of the Company and its subsidiaries continues to develop, we intend to identify, as will be reasonably possible, any such additional risks and include the same in our subsequent filings and reports with the SEC.

Readers should carefully consider these risks and all other information contained in our 10-K, including the Company’s financial statements and the related notes thereto. The risks and uncertainties described in our 10-K and throughout this 10-Q are not the only ones facing the Company.

Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our operations and performance.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

In connection with the Incentive Plan, during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Company issued an aggregate of ~~305~~7,~~082~~500,~~998~~000 shares of restricted common stock to directors, officers, employees, and consultants of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its shares of common stock in connection with the Incentive Plan was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

In connection with ~~the~~a ~~agreement~~private byoffering ~~the Company to acquire all~~ of the ~~share~~Company’s ~~capital~~common ~~of WLR Farming (Pty) Ltd. as described above (“WLR”)~~stock, ~~during~~ the ~~nine months ended September 30, 2024, the~~ Company issued an aggregate of ~~500~~1,~~000~~271,096 shares of ~~restricted~~ common stock to ~~the shareholders~~non-U.S. ofinvestors ~~WLR~~during asthe athree ~~partial~~months ~~payment~~ended ~~toward~~March ~~this~~31, ~~obligation~~2025. No solicitation was made and no underwriting discounts were given or paid in connection with ~~this~~these ~~transaction~~transactions. The Company believes that the issuance of its shares of common stock in connection with ~~the~~private ~~agreement~~offering ~~with the shareholders of WLR~~ was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

In connection with the agreement by the Company to acquire all of the share capital of Ember Pharms described above, during the three months ended March 31, 2025, the Company issued an aggregate of 750,000 shares of restricted common stock to the shareholders of Ember Pharms as a partial payment toward this obligation. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of its shares of common stock in connection with the agreement with the shareholders of Ember Pharms was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

In connection with the agreement by the Company to acquire the land used by Ember Pharms in its business, during the three months ended March 31, 2025, the Company issued an aggregate of 375,000 shares of restricted common stock to the owner of the land as a partial payment toward this obligation. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of its shares of common stock to the landowner was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

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Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not Applicable.

Item 5.

Other Information

Not Applicable.

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Item 6.

Exhibits

3.	Articles of Incorporation or Bylaws
	(a)	Amended and Restated Articles of Incorporation of the Company.* (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for Three and Six Months Ended June 30, 2024 filed May 21, 2025)
	(b)	Amended and Restated Bylaws of the Company.* (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Three and Six Months Ended June 30, 2024 filed on May 21, 2025)
10.	Material Contracts
	(a)	Share Purchase Agreement, dated May 8, 2023, ~~including amendment,~~ between the Company and certain sellers, concerning the acquisition of ~~WLR~~Ember ~~Farming~~Pharms (Pty) Ltd.* (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Three and Six Months Ended June 30, 2024 filed May 21, 2025)
	(b)	2024 Equity Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Three Months Ended March 31, 2024 filed on February 18, 2025)
31.	Rule 13a-14(a)/15d-14(a) Certifications
	1.	Certification by Chief Executive Officer*
	2.	Certification by Chief Financial Officer*
32.	Rule 1350 Certifications
	1.	Certification by Chief Executive Officer*
	2.	Certification by Chief Financial Officer*
101.INS		Formatted in Inline XBRL (Extensible Business Reporting Language) (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith

** The certifications furnished in Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned, thereunto duly authorized.

Dated: ~~July~~August 29, 2025

CRUCIAL INNOVATIONS CORP.

	CRUCIAL INNOVATIONS CORP.

	/s/ Jon-Paul Doran
	Jon-Paul Doran
	Chief Executive Officer

	CRUCIAL INNOVATIONS CORP.

	/s/ Darlington Mazvidza
	Darlington Mazvidza
	Chief Financial Officer

Filing Compare · Crucial Innovations, Corp.