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 ~~June~~September 30, 2024

☐ 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 ~~380~~381,~~000~~320,~~000~~798 shares of the registrant’s common stock, $0.001 par value, outstanding, as of ~~June~~September 30, 2024, and ~~391~~418,~~216~~694,~~894~~150 shares of the registrant’s common stock, $0.001 par value, outstanding as of ~~May~~July 2029, 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 ~~June~~ September 30, 2024, 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 ~~June~~September 30, 2024 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	~~Page~~
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Condensed Financial Statements (unaudited)		3
Item 1. Condensed Consolidated Financial Statements (unaudited)	3
Consolidated Condensed Balance Sheets		3
Condensed Consolidated Balance Sheets	3
Consolidated Condensed Statements of Operations and Comprehensive Loss		4
Condensed Consolidated Statements of Operations and Comprehensive Loss	4
Consolidated Condensed Statements of Stockholders’ Deficit		5
Condensed Consolidated Statements of Stockholders’ Deficit	5
Consolidated Condensed Statements of Cash Flows		7
Condensed Consolidated Statements of Cash Flows	7
Notes to Consolidated Condensed Financial Statements		8
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21	20
Item 3. Quantitative and Qualitative Disclosures about Market Risk	26	25
Item 4. Controls and Procedures	26	25
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	27	26
Item 1A. Risk Factors	27	26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27	26
Item 3. Defaults Upon Senior Securities	27	26
Item 4. Mine Safety Disclosures	27	26
Item 5. Other Information	27	26
Item 6. Exhibits	28	26
SIGNATURES	29	28

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Part I. Financial Information

Item 1. Consolidated Condensed Financial Statements (Unaudited)

CRUCIAL INNOVATIONS CORP. AND ITS SUBSIDIARIES

~~CONSOLIDATED~~ CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
ASSETS
Current Assets
Cash	$	~~208~~299		$	—
VAT receivable		711,~~659~~630			—
Total Current Assets		7,867			—
Prepaid expenses		18,768			—
Property and equipment, net (Note 6)		64,420			—
Insurance receivable		40,633			—
Right-of-use asset (Note 7)		31,222			67,634
Total Current Assets		71,330			—
Total Assets	$	103,509		$	67,634
Property and equipment, net		24,330			—
Right-of-use asset		12,586			67,634
Total Assets	$	108,246		$	67,634
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	~~182~~310,~~241~~072		$	9,670
Convertible note and accrued interest (Note 9)		10,000			10,000
Convertible note and accrued interest		10,000			10,000
Lease liability (Note7)		31,274			68,229
Lease liability		13,359			68,229
Due to related parties		~~810~~1,~~100~~086,638			26,188
Other current liability		31,095			—
Total Current Liabilities		1,420,069			114,087
Total Current Liabilities		1,064,710			114,087
Total Liabilities		1,420,069			114,087
Total Liabilities		1,064,710			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 shares authorized; par value $0.001, 380,000,000 shares and 74,417,002 shares issued and outstanding, respectively		380,000			74,417
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
Additional paid-in capital		88,~~178~~921,~~582~~216			76,515
Common stock to be issued, 1,875,160 shares and 0 shares, respectively		506,993			—
Accumulated deficit		(90,534,568	)		(197,385	)
Accumulated deficit		(90,010,749	)		(197,385	)
Accumulated other comprehensive loss		(79,792	)		—
Accumulated other comprehensive income (loss)		(16,027	)		—
Total Stockholders' Deficit		(1,311,823	)		(46,453	)
Total Stockholders' Deficit		(961,201	)		(46,453	)
Total Liabilities and Stockholders' Deficit	$	108,246		$	67,634
Total Liabilities and Stockholders' Deficit	$	103,509		$	67,634

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

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CRUCIAL INNOVATIONS CORP. AND ITS SUBSIDIARIES

~~CONSOLIDATED~~ CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

		For the Three Months Ended							For the Six Months Ended
		For the							For the
	June 30,							June 30,
		Three months ended							Nine months ended
	September 30,							September 30,
		2024			2023				2024			2023
Revenues		$	—		$	—			$	—		$	—
Operating expenses
Management fees			—			—				30,014,014			—
Professional fees			~~171~~170,~~056~~308			—				53,~~186~~356,~~686~~994			—
Marketing			519,~~332,751~~626			—				5,~~332~~352,~~751~~377			—
Impairment of inventory			~~331~~279,~~734~~150			—				~~331~~610,~~734~~884			—
Impairment of intangible assets			335,755			—				335,755			—
Impairment loss on fixed assets - acquisition Ember Pharms (Pty) Ltd			—			—				834,611			—
Acquisition cost of Ember Pharms (Pty) Ltd			481,643			—				481,643			—
General and administrative expenses			40,517			6,310				150,981			6,310
General and administrative expenses			72,149			—				127,677			—
Total operating expenses			509,601			6,310				90.319,861			6,310
Total operating expenses			6,725,088			—				89,810,260			—
Loss from operations			(509,601	)		(6,310	)			(90,319,861	)		(6,310	)
Loss from operations			(6,725,088	)		—				(89,810,260	)		—
Other Expense
Interest expense			(214,~~232~~218	)		(~~285~~332	)			(317,~~104~~322	)		(~~571~~903	)
Total other expense			(214,~~232~~218	)		(~~285~~332	)			(317,~~104~~322	)		(~~571~~903	)
Net loss before taxes			(6523,~~727,320~~819	)		(~~285~~6,642	)			(8990,~~813~~337,~~364~~183	)		(~~571~~7,213	)
Provision for income taxes			—			—				—			—
Net loss		$	(6523,~~727,320~~819	)	$	(~~285~~6,642	)		$	(8990,~~813~~337,~~364~~183	)	$	(~~571~~7,213	)
Other comprehensive income (loss)
Foreign currency adjustment			(1663,~~027~~765	)		—				(1679,~~027~~792	)		—
Total comprehensive loss		$	(6587,~~743,347~~584	)	$	(~~285~~6,642	)		$	(8990,~~829~~416,~~391~~975	)	$	(~~571~~7,213	)
Basic and diluted loss per common share		$	(0.0200	)	$	(0.00	)		$	(0.3329	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted			~~381~~382,~~321~~713,~~382~~615			74,417,002				~~273~~310,~~202~~003,~~933~~100			74,417,002

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

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CRUCIAL INNOVATIONS CORP. AND ITS SUBSIDIARIES

~~CONSOLIDATED~~ CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

For the Three and ~~Six~~Nine Months ended ~~June~~September 30, 2024

							Additional						~~Common Stock~~Accumulated			Total		~~Accumulated Other~~				~~Total~~
			Common Stock				Paid-in			Accumulated			~~to be issued~~Comprehensive			Stockholders'		~~Comprehensive~~				~~Stockholders'~~
			Shares		Amount		Capital			Deficit			~~Shares~~Income (Loss)			~~Amount~~Deficit		~~Loss~~				~~Deficit~~
Balance, December 31, 2023				74,417,002	$	74,417	$	76,515		$	(197,385	)	$	—		$(46,453)	—	$	—			~~$(46,453)~~
	Common stock issued for prepayment for acquisition			500,000		500		135,500			—			—			—		—			136,000
		Common stock issued for prepaid asset acquisition		500,000		500		135,500			—			—		136,000
	~~Common stock issued for management fees~~	Common stock issued for management fees		110,345,637		110,346		29,903,668			—			—		30,014,014	—		—			~~30,014,014~~
	~~Common stock issued for services~~	Common stock issued for services		194,737,361		194,737		52,773,825			—			—		52,968,562	—		—			~~52,968,562~~
	~~Imputed interest on related party loans~~	Imputed interest on related party loans		—		—		872			—			—		872	—		—			~~872~~
		Net loss		—		—		—			(83,086,044	)		—		(83,086,044)	—		—			~~(83,086,044)~~
Balance, March 31, 2024 (unaudited)				380,000,000		380,000		82,890,380			(83,283,429	)		—			—		—			(13,049)
Balance, March 31, 2024				380,000,000		380,000		82,890,380			(83,283,429	)		—		(13,049)
	~~Stock purchase option granted for services~~	Stock purchase option granted for services		—		—		5,285,970			—			—		5,285,970	—		—			~~5,285,970~~
	~~Stock subscriptions for common stock~~	Stock subscriptions for common stock		—		—		—343,219			—			~~1,125,160~~		343,219	~~312,124~~		—			~~312,124~~
	~~Imputed interest on related party loans~~	Imputed interest on related party loans		—		—		2,232			—			—		2,232	—		—			~~2,232~~
	Common stock payable for acquisition of WLR Farming (Pty) Ltd			—		—		—			—			750,000			194,869		—			194,869
		Common stock payable for acquisition of Ember Pharms (Pty) Ltd.		—		—		194,869			—			—		194,869
	~~Foreign currency translation adjustments~~	Foreign currency translation adjustments		—		—		—			—			—(16,027	)	(16,027)	—		~~(16,027~~	)		~~(16,027)~~
		Net loss		—		—		—			(6,727,320	)		—		(6,727,320)	—		—			~~(6,727,320)~~
Balance, June 30, 2024 (unaudited)				380,000,000	$	380,000	$	88,178,582		$	(90,010,749	)		1,875,160		$	506,993	$	(16,027	)	$	(961,201)
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 ~~Six~~Nine Months ended ~~June~~September 30, 2023

							Additional						Total
			Common Stock				Paid-in		Accumulated				Stockholders'
			Shares		Amount		Capital		Deficit				Deficit
Balance, December 31, 2022				74,417,002	$	74,417	$	43,628	$	(157,767	)	$	$(39,722)
	~~Imputed interest on related party loans~~	Imputed interest on related party loans		—		—		286		—			286
		Net loss		—		—		—		(286	)		(286)
Balance, March 31, 2023 (unaudited)				74,417,002		74,417		43,914		(158,053	)		(39,722)
Balance, March 31, 2023				74,417,002		74,417		43,914		(158,053	)		(39,722)
	~~Imputed interest on related party loans~~	Imputed interest on related party loans		—		—		285		—			285
		Net loss		—		—		—		(285	)		(285)
Balance, June 30, 2023 (unaudited)				74,417,002	$	74,417	$	44,199	$	(158,338	)	$	(39,722)
Balance, June 30, 2023				74,417,002		74,417		44,199		(158,338	)		(39,722)
		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 ~~consolidated~~ condensed consolidated financial statements.

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CRUCIAL INNOVATIONS CORP. AND ITS SUBSIDIARIES

~~CONSOLIDATED~~ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended
	For the
	June 30,
	Nine months ended
	September 30,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(8990,~~813~~337,~~364~~183	)	$	(~~571~~7,212	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest		317,~~104~~322			~~571~~903
Stock-based compensation		58,254,532			—
Stock-based compensation - related parties		30,014,014			—
Stock - based compensation-related parties		30,014,014			—
Depreciation		36,~~196~~579			—
Impairment of inventory		~~331~~610,~~734~~884			—
Amortization expenses		17,213			—
Impairment loss on fixed assets		40,633			—
Impairment of intangible assets		335,755			—
Impairment loss on fixed assets- acquisition Ember Pharms (Pty) Ltd.		834,611			—
Acquisition cost of Ember Pharms (Pty) Ltd.		481,643			—
Changes in operating assets and liabilities:
VAT receivable		(37,~~326~~018	)		—
Inventory		(332,316	)		—
Prepaid expenses		(18,768	)		—
Accounts payable and accrued liabilities		112,626			—
Inventory		(610,884	)		—
Other current liability		31,095			—
Insurance receivable		(40,633	)		—
Change in right-of-use asset and lease liability		(543	)		—
Accounts payable and accrued liabilities		240,434			6,309
Net Cash Used in Operating Activities		(564,637	)		—
Change in right-of-use asset and lease liability		178			—
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		(1617,~~687~~765	)		—
Net Cash Used in Investing Activities		(1112,~~072~~150	)		—
Cash Flows from Financing Activities:
Advances from related parties		~~594~~1,~~989~~033,538			—
Repayment of related party loans		(~~343~~534,~~219~~868	)		—
Proceeds from common stock to be issued		312,124			—
Proceeds from common stock for stock subscription		534,868			—
Net Cash Provided by Financing Activities		~~563~~1,~~894~~033,538			—
Effect of exchange rate changes on cash		12(25,~~023~~790	)		—
Net change in cash		~~208~~299			—
Cash, beginning of period		—			—
Cash, end of period	$	~~208~~299		$	—
Supplemental cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—
Supplemental disclosure of non-cash investing activity
Supplemental disclosure of non-cash financing activity
Common stock to be issued for acquisition Ember Pharms (Pty) Ltd.	$	194,869		$	—
Common stock issued for acquisition Ember Pharms (Pty) Ltd.	$	330,869		$	—

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

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CRUCIAL INNOVATIONS CORP. AND ITS SUBSIDIARIES

NOTES TO UNAUDITED ~~CONSOLIDATED~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

On May 8, 2023, the Company entered into an agreement to acquire all of the share capital of WLR Farming (Pty) Ltd, a company organized under the laws of South Africa and a licensed grower and exporter of medical cannabis (hereinafter, “WLR”), in exchange for (i) Six Million South Africa Rand (ZAR 6,000,000) which amount was intended to be paid over twelve months from the date of agreement, and (ii) 500,000 shares of our common stock. On March 5, 2024, we issued the owners of WLR an aggregate of 500,000 shares of our common stock. On November 8, 2024, this agreement was amended to provide for the payment of Fifty Thousand Pounds (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 ~~June~~September 30, 2024.

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 and manufacturer of medical cannabis.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Emerging~~Basis ~~Growth~~of ~~Company Status~~Presentation

WeThe ~~are~~accompanying ancondensed ~~emerging~~consolidated ~~growth~~financial statements ~~company,~~have asbeen ~~defined~~prepared in accordance with accounting principles generally accepted in the ~~Jumpstart~~United ~~Our~~States ~~Business~~of America (“U.S. ~~Startups~~GAAP) ~~Act~~and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these consolidated condensed financial statements do not include all of ~~2012~~the information and footnotes required by generally accepted accounting principles for complete financial statements.

~~Basis~~In the opinion of ~~Presentation~~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, as filed with the U.S. Securities and Exchange Commission (“SEC”) on December 10, 2024.

The accompanying consolidated condensed 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.Reclassification

~~In the~~Certain ~~opinion~~amounts offrom ~~management,~~prior ~~all adjustments consisting of normal recurring entries necessary for a fair statement of the~~ periods ~~presented for: (a) the financial position; (b) the result of operations; and (c) cash flows,~~ have been ~~made~~reclassified ~~in order~~ to ~~make~~conform ~~the consolidated condensed~~to ~~financial statements presented not misleading. The results of operations for~~ the ~~periods~~current ~~presented~~period ~~are not necessarily indicative of operations for a full year~~presentation. 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, as filed with the U.S. Securities and Exchange Commission (“SEC”) on December 10, 2024.

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~~Reclassification~~Principles of Consolidation

~~Certain~~The ~~amounts~~consolidated ~~from~~condensed ~~prior~~financial ~~periods~~statements ~~have~~include the ~~been~~accounts ~~reclassified~~of toCrucial ~~conform~~Innovation ~~to the~~Corp. ~~current~~and ~~period~~its ~~presentation~~wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.

~~Principles~~Use of ~~Consolidation~~Estimates

The ~~consolidated~~preparation of ~~condensed~~ financial statements ~~include~~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 ~~accounts~~date the financial statements and the reported amounts of ~~Crucial~~revenues ~~Innovation~~and ~~Corp~~expenses during the reporting period. ~~and~~Actual ~~its~~results ~~wholly~~could ~~owned~~differ ~~subsidiary~~from those estimates. Included ~~Intercompany~~in ~~transactions~~these ~~and~~estimates is ~~balances~~the ~~have~~fair ~~been~~value ~~eliminated~~of shares of our capital stock issued during the relevant reporting period(s).

~~Use~~Foreign ofCurrency ~~Estimates~~Transactions

The ~~preparation~~ Company has operations outside of ~~financial~~the ~~statements~~United States, which results in ~~conformity~~exposure ~~with~~to ~~U.S.~~market ~~GAAP~~risks ~~requires~~from ~~management~~changes toin ~~make~~foreign ~~estimates~~currency ~~and~~rates. ~~assumptions~~The ~~that~~financial ~~affect~~risk arises from the ~~reported~~fluctuations ~~amounts~~in foreign ofexchange ~~assets~~rates and ~~liabilities~~the ~~and~~degrees ~~disclosures~~ of ~~contingent~~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 ~~the~~historical ~~date~~rates ~~the~~and ~~financial~~monetary ~~statements~~assets and ~~the~~liabilities ~~reported amounts~~are oftranslated ~~revenues~~at ~~and~~exchange ~~expenses~~rates ~~during~~in effect at the ~~reporting~~end ~~period~~of the year. ~~Actual~~Revenues ~~results~~and ~~could~~expenses ~~differ~~are ~~from~~translated ~~those~~at ~~estimates. Included~~average inrates ~~these~~for ~~estimates~~the year. Gains isand ~~the~~losses ~~fair~~from ~~value~~translation of ~~shares~~foreign ofcurrency ~~our~~financial ~~capital~~statements ~~stock~~into ~~issued~~U.S. ~~during~~dollars ~~the~~are ~~relevant~~included ~~reporting~~as ~~period(s)~~other comprehensive income.

~~Foreign~~Cash ~~Currency~~and ~~Transactions~~Cash Equivalents

The ~~Company~~cash ~~has operations outside~~ balance of ~~the~~$299 ~~United~~is ~~States, which~~held ~~results~~by inthe ~~exposure~~subsidiary toEmber ~~market~~Pharms. ~~risks~~The ~~from~~parent ~~changes~~company, inCrucial ~~foreign~~Innovations ~~currency rates~~Corp., ~~The~~does ~~financial~~not ~~risk~~have ~~arises~~its ~~from~~own ~~the~~bank ~~fluctuations~~account, ~~in foreign~~and ~~exchange~~its ~~rates~~transactions ~~and~~are ~~the~~routed ~~degrees~~through ofrelated ~~volatility~~party inbank ~~these rates~~accounts. ~~Currently~~For ~~the~~purposes ~~Company~~of ~~does~~balance ~~not~~sheet ~~use~~presentation ~~derivative~~and ~~instruments~~reporting toof ~~reduce~~cash ~~its exposure~~flows, tothe ~~foreign~~Company ~~currency~~considers ~~risk.~~all ~~Nonmonetary~~unrestricted ~~assets~~demand ~~and~~deposits, ~~liabilities~~money ~~are~~market ~~translated~~funds atand ~~historical~~highly ~~rates~~liquid ~~and~~debt ~~monetary~~instruments ~~assets~~with ~~and~~an ~~liabilities~~original ~~are~~maturity ~~translated~~of atless ~~exchange~~than ~~rates~~90 indays ~~effect~~to atbe ~~the~~cash ~~end~~and ofcash ~~the year~~equivalents. ~~Revenues~~The ~~and~~Company ~~expenses~~had ~~are~~no ~~translated~~cash equivalents at ~~average~~September ~~rates~~30, ~~for~~2024 ~~the year. Gains~~ and ~~losses~~December ~~from~~31, ~~translation of foreign currency financial statements into U~~2023, respectively.~~S. dollars are included as other comprehensive income.~~

~~Cash~~Fair ~~and Cash Equivalents~~Value Measurements

~~For~~The ~~purposes~~Company follows accounting guidelines ofon ~~balance~~fair ~~sheet~~value ~~presentation~~measurements ~~and~~for ~~reporting~~financial ofinstruments ~~cash~~measured ~~flows~~on a recurring basis, ~~the~~as ~~Company~~well ~~considers~~as ~~all~~for ~~unrestricted~~certain ~~demand~~assets ~~deposits~~and liabilities that are initially recorded at their estimated fair values. Fair Value is defined as the exit price, ~~money~~or ~~market~~the ~~funds and~~amount ~~highly~~that ~~liquid~~would ~~debt~~be ~~instruments~~received ~~with~~from selling an ~~original~~asset ~~maturity~~or ofpaid ~~less~~to ~~than~~transfer 90a ~~days~~liability toin bean ~~cash~~orderly ~~and~~transaction ~~cash~~between ~~equivalents~~market participants as of the measurement date. The Company ~~had~~uses ~~cash and~~the ~~cash~~following ~~equivalents~~three-level hierarchy that maximizes the use of ~~$208~~observable inputs and $0minimizes atthe ~~June~~use ~~30,~~of ~~2024~~unobservable ~~and~~inputs to ~~December~~value ~~31,~~its ~~2023,~~financial ~~respectively.~~instruments:

~~Fair~~● ~~Value Measurements~~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.

~~The~~Financial ~~Company follows accounting~~instruments ~~guidelines~~measured onat fair value ~~measurements~~are ~~for~~classified ~~financial~~in ~~instruments~~their ~~measured~~entirety based on athe ~~recurring~~lowest ~~basis,~~level asof ~~well~~input asthat ~~for~~is ~~certain~~significant ~~assets~~to ~~and~~the fair value measurement. ~~liabilities~~The ~~that~~Company’s ~~are~~assessment ~~initially~~of ~~recorded~~the atsignificance ~~their~~of ~~estimated~~a ~~fair~~particular ~~values.~~input ~~Fair~~to ~~Value~~the isfair ~~defined~~value asmeasurement ~~the~~in ~~exit~~its ~~price,~~entirety orrequires the ~~amount that~~Company ~~would~~to bemake ~~received~~judgments ~~from~~and ~~selling~~consider anfactors specific to the asset or ~~paid~~liability. toThe ~~transfer~~use aof ~~liability~~different inassumptions anand/or ~~orderly~~estimation ~~transaction~~methodologies may ~~between~~have ~~market~~a ~~participants~~material aseffect ~~of the~~on ~~measurement~~estimated ~~date~~fair values. ~~The~~Accordingly, ~~Company~~the ~~uses~~fair ~~the~~value ~~following~~estimates ~~three-level~~disclosed, ~~hierarchy~~or ~~that~~initial ~~maximizes~~amounts ~~the~~recorded, ~~use~~may not be indicative of ~~observable~~the ~~inputs~~amount ~~and~~that ~~minimizes~~ the ~~use~~Company or holders of ~~unobservable~~the ~~inputs~~instruments tocould ~~value~~realize ~~its~~in ~~financial~~a ~~instruments:~~current market exchange.

● 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.9

~~Financial~~Table ~~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.Contents

9Intangible Assets

~~Table~~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 ~~Contents~~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.

~~Intangible~~Impairment of Long-lived Assets Other Than Goodwill

~~Intangible~~Long-lived assets with anfinite ~~indefinite~~lives, ~~life~~primarily ~~are not~~property ~~amortized~~and equipment, intangible assets, and ~~are~~operating ~~tested~~lease ~~for~~right-of-use ~~impairment~~assets ~~annually~~are orreviewed ~~more~~for ~~frequently~~impairment ifwhenever events or changes in circumstances indicate that ~~they~~the ~~might~~carrying ~~be impaired.~~amount ~~Intangible~~of ~~assets~~an ~~with~~asset ~~finite~~may ~~lives~~not ~~are~~be ~~initially~~recoverable. ~~recorded~~If atthe ~~cost~~estimated ~~and~~cash ~~amortized~~flows onfrom ~~a straight-line basis over~~ the ~~estimated economic~~use ~~useful lives~~ of the ~~respective~~asset ~~assets. Acquired intangible assets from business combinations~~ and ~~asset~~its ~~acquisitions~~eventual disposition are ~~recognized and~~below ~~measured~~the atasset’s ~~fair~~carrying value, atthen the ~~time~~asset ofis ~~acquisition.~~deemed ~~Those~~to ~~assets~~be ~~represent~~impaired ~~assets with finite lives~~ and ~~are~~written ~~further~~down ~~amortized~~to onits ~~a straight-line~~fair ~~basis over the estimated economic useful lives of the respective assets~~value.

~~Impairment~~Property ofand ~~Long-lived Assets Other Than Goodwill~~Equipment

~~Long-lived~~Property ~~assets with finite lives, primarily property~~ and equipment, ~~intangible assets, and operating lease right-of-use assets~~ are ~~reviewed~~carried ~~for~~at ~~impairment~~cost ~~whenever~~less ~~events~~accumulated depreciation. orDepreciation ~~changes~~is inprovided ~~circumstances indicate~~over ~~that~~ the ~~carrying~~assets’ ~~amount~~estimated ofuseful anlives, ~~asset~~using ~~may~~the ~~not~~straight-line ~~be recoverable~~method. Currently our Ifassets ~~the~~consist ~~estimated cash flows from the use~~ of ~~the~~machinery ~~asset~~ and ~~its eventual disposition are below the asset’s carrying value~~equipment, ~~then~~vehicle ~~the~~and ~~asset~~greenhouse isupgrade ~~deemed~~which towe beamortize ~~impaired~~over ~~and~~a ~~written~~useful ~~down~~life ~~to its fair value~~of 5 years.

~~Property~~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~~equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

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.Inventories

~~Maintenance and~~Inventories ~~repairs~~ are ~~charged~~stated toat ~~expense~~the aslower ~~incurred~~of cost or net realizable value. ~~Improvements~~The cost of ainventory ~~major~~includes ~~nature~~capitalized ~~are~~production ~~capitalized~~costs, including labor, materials, post-harvest costs and depreciation. Inventories Atcosts ~~the~~are ~~time~~expensed to cost of ~~retirement~~goods orsold ~~other~~on ~~disposition~~ the Consolidated Statement of ~~property~~Operations and ~~equipment,~~comprehensive loss in the ~~cost~~same ~~and~~period as ~~accumulated~~finished ~~depreciation~~products are ~~removed~~sold. ~~from~~The ~~the~~amount ~~accounts~~of ~~and~~ any ~~gains~~write-down orof inventories to net realizable value and all losses of inventories are ~~reflected~~recognized as an expense in ~~income~~ the period when the write-down or loss occurs.

~~Inventories~~Share-Based Compensation

~~Inventories~~The ~~are~~Company ~~stated~~accounts atfor ~~the~~employee ~~lower~~and ofnon-employee stock ~~cost~~awards orunder ~~net realizable~~ASC ~~value.~~718, ~~The~~“Compensation ~~cost~~– ofStock ~~inventory~~Compensation,” ~~includes~~whereby ~~capitalized~~equity ~~production~~instruments ~~costs,~~issued ~~including~~to ~~labor,~~employees for ~~materials,~~services ~~post-harvest~~are ~~costs~~recorded ~~and~~based ~~depreciation. Inventories~~on ~~costs~~the ~~are~~fair ~~expensed~~value of the instrument issued and those issued to ~~cost~~nonemployees ofare ~~goods~~recorded ~~sold~~based on the fair ~~Consolidated~~value ~~Statement~~ of ~~Operations~~the ~~and~~consideration ~~comprehensive~~received ~~loss~~or inthe fair value of the ~~same~~equity ~~period as~~instrument, ~~finished~~whichever ~~products~~is ~~are~~more ~~sold~~reliably measurable. ~~The~~Equity ~~amount~~grants are ofamortized ~~any~~on ~~write~~a straight-~~down~~line ofbasis ~~inventories~~over tothe ~~net~~requisite ~~realizable~~service ~~value~~periods, ~~and~~which ~~all~~is ~~losses~~generally ofthe ~~inventories~~vesting ~~are~~period. ~~recognized as~~If an ~~expense~~award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period ~~when~~related to the ~~write-down~~termination orof ~~loss occurs~~service.

~~Share~~The Company valued common stock compensation expense to employees and non-~~Based~~employees, ~~Compensation~~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.

~~The Company accounts for employee and non-employee~~Basic ~~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~~Diluted ~~issued~~Net toLoss ~~nonemployees~~Per ~~are~~Common 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. Share

~~The~~Basic earnings ~~Company~~(loss) ~~valued~~per common ~~stock~~share ~~compensation~~is ~~expense~~computed by dividing net income (loss) available to ~~employees~~common ~~and~~shareholders ~~non~~by the weighted-~~employees,~~average asnumber aof ~~Level~~shares of 2common ~~fair~~stock ~~value~~outstanding ~~measurement,~~during ~~based~~the ~~on a~~period. ~~price~~Diluted ofearnings ~~shares~~per ~~issued~~common toshare ~~unrelated~~is ~~parties~~computed ~~for~~by ~~cash~~dividing ~~proceeds~~income in(loss) ~~connection~~available ~~with~~to acommon shareholders ~~private~~by ~~offering~~the weighted-average number of ~~our~~shares of common stock atoutstanding ~~prices~~during ~~between~~the period increased to include the number of ~~$0.25~~additional ~~and~~shares ~~$0.50~~of ~~per~~common ~~share~~stock ~~which~~that ~~commenced~~would inhave ~~the~~been ~~first~~outstanding ~~quarter~~if ofpotentially ~~2024~~dilutive securities had been issued.

~~Basic and Diluted Net Loss Per Common Share~~10

~~Basic~~Table ~~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.Contents

10Related Parties

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

~~Related~~Deferred ~~Parties~~Income Taxes and Valuation Allowance

The Company ~~follows~~accounts ~~ASC~~for ~~850,~~income ~~“Related~~taxes ~~Party~~under ASC 740 ~~Disclosures,~~“Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future ~~identification~~tax consequences attributable to differences between the financial statements carrying amounts of ~~related~~existing ~~parties~~assets and ~~disclosure~~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 ~~related~~a ~~party~~change ~~transactions~~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.

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.

~~NOTE 3 – GOING CONCERN~~11

~~The~~Table ~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization~~ of assets and the liquidation of liabilities in the normal course of business. As of June 30, 2024, the Company had an accumulated deficit of $90,010,749, a net loss of $89,813,364 for the six months ended June 30, 2024, and has not earned any revenues since inception. The Company intends to fund operations through equity financing arrangements and related party advances, all of which may be insufficient to fund its capital expenditures, working capital and other cash requirements.Contents

~~The~~NOTE ~~ability~~3 of– ~~the~~GOING 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.CONCERN

~~These~~The ~~factors,~~accompanying ~~among~~financial ~~others,~~statements ~~raise~~have ~~substantial~~been ~~doubt~~prepared ~~about~~assuming that the Company’s ~~ability~~will to continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. ~~The~~As ~~accompanying~~of ~~financial~~September ~~statements~~30, do2024, the Company had an accumulated deficit of $90,534,568, a net loss of $90,337,183 for the nine months ended September 30, 2024, and has not ~~include~~earned any ~~adjustments~~revenues since inception. The Company intends to fund operations through ~~that~~equity ~~might~~financing ~~result~~arrangements ~~from~~and ~~the~~related ~~outcome~~party advances, all of ~~this~~which ~~uncertainty~~may be insufficient to fund its capital expenditures, working capital and other cash requirements.

11The 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.

~~Table~~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 ~~Contents~~this uncertainty.

NOTE 4 – ACQUISITION

The following table summarizes the consideration paid for WLR and the amounts of the assets acquired and liabilities assumed at the acquisition date of April 2, 2024:

Consideration:
Issuance 500,000 shares of common stock, par value $0.001	$	136,000
Issuance of 1,250,000 shares of common stock	$	330,869
750,000 shares of common stock to be issued, par value $0.001		194,869
Cash payable of GBP 50,000		60,812
		391,681
Assets acquired and liabilities assumed:
Cash in bank	$	5,616
Property and equipment, net		49,345
Other receivable		5,902
Total tangible assets		60,863
Strains and cultivation techniques	$	325,000
Cultivation license and accreditation		27,968
Total identifiable intangible assets	$	352,968
Due to related parties	$	502,857
Other payable		936
Total liabilities		503,793
Net assets (liabilities)	$	(89,962	)
Net liabilities	$	(442,930	)
Acquisition cost recorded in operating expenses	$	481,643
Impairment loss on fixed assets recorded in operating expenses	$	834,611

We assessed the nature of our 1,250,000 shares issuance for consideration of acquisition and considered certain factors which, in management’s view, made our shares a Level 2 valuation, including the following:

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.

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 six 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 second quarter of 2024 to be $194,869.12

~~During the~~Table ~~three months ended June 30,2024, we recognized amortization~~ of ~~identifiable intangible asset of $17,213 and the balance of identifiable intangible assets of $335,755 was fully impaired.~~ Contents

12We 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.

~~Table~~NOTE of5 ~~Contents~~– INVENTORY

~~NOTE~~As 5of –September ~~INVENTORY~~30, 2024, and December 31, 2023, inventory consisted of the following:

As of June 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	)		—
	$	—		$	—

	June 30,			December 31,
	2024			2023
Raw material - Genetics	$	302,436		$	—
Labor cost		29,298			—
Total inventory cost		331,734
Impairment of inventory		(331,734	)		—
	$	—		$	—

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.

~~During~~NOTE ~~the~~6 ~~six~~– ~~months~~INSURANCE ended June 30,2024, the Company fully impaired inventory of $331,734. 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.RECEIVABLE

~~NOTE~~On 6September –25, ~~PROPERTY~~2024, ~~AND~~a ~~EQUIPMENT~~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.

AtIn ~~June~~December ~~30,~~ 2024, ~~property~~the ~~and~~Company ~~equipment~~received ~~consisted~~from the insurer cash of ~~the~~$89,117, ~~following:~~net of insurance deductible.

	June 30,
	2024
Greenhouse upgrade	$	45,000
Machinery and equipment		14,810
Vehicle		10,984
Property and Equipment, at cost		70,794
Accumulated depreciation		(6,374	)
Total Property and Equipment, net	$	64,420

NOTE 7 – PROPERTY AND EQUIPMENT

~~During the~~At ~~six~~September ~~months ended June~~ 30, 2024 ~~and 2023~~, ~~the~~property ~~Company~~and ~~recorded~~equipment consisted ~~depreciation expense~~ of ~~$3,196 and~~the ~~$0, respectively.~~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		$	—

~~Table~~On September 25, 2024, a major storm destroyed the Company’s greenhouse. The greenhouse was a part of ~~Contents~~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.

~~NOTE~~During 7the –nine months ~~LEASE~~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.

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.13

~~The~~Table ~~components~~ of ~~lease expense were as follows:~~Contents

	June 30,			June 30,
	2024			2023
Operating lease cost	$	37,950		$	—
Variable lease cost		25,153
Variable lease cost (foreign currency adjustment)		(826	)		—
Total lease cost	$	62,277		$	—
Supplemental cash flow information related to leases was as follows:
Cash paid for operating cash flows from operating leases	$	62,277		$	—
Supplemental balance sheet information related to leases was as follows:
Weighted-average discount rate — operating leases		6.25	%		—
Weighted-average remaining lease term - operating lease		__5__Months			—

NOTE 8 – LEASE

The ~~following~~Company ~~table~~had ~~outlines~~the ~~maturities~~right ofto ~~our~~occupy ~~lease~~certain ~~liability~~real asproperty 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). 30The Company occupied the land starting September 1, ~~2024:~~2023, and recognized ROU assets and lease liabilities from this date.

	June 30,		December 31
	2024		2023
Operating lease right-of-use asset	$	31,222	$	67,634

The components of lease expense were as follows:

Year ending December 31,	Total
	September 30,			September 30,
2024 (excluding the six months ended June 30, 2024)	$	31,600
	2024			2023
Thereafter		—
Operating lease cost	$	58,514		$	—
	$	31,600
Variable lease cost (foreign currency adjustment)		(2,534	)		—
Less imputed interest		(326	)
Total lease cost	$	55,980		$	—
Operating lease liability	$	31,274

14Supplemental cash flow information related to leases was as follows:

Table of Contents

Cash paid for operating cash flows from operating leases	$	55,980		$	—

Supplemental balance sheet information related to leases was as follows:

Weighted-average discount rate — operating leases		6.25	%		—
Weighted-average remaining lease term - operating lease (months)		2			—

~~NOTE~~Supplemental 8balance –sheet ~~RELATED~~information ~~PARTY~~related ~~TRANSACTIONS~~to leases was as follows:

The related parties that had material transactions for the six months ended June 30, 2024 and 2023, consist of the following:

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

~~Related~~The ~~Party~~following ~~Nature~~table ofoutlines ~~Relationship~~maturities toof ~~the~~our ~~Company~~lease Aliability ~~Chief~~as ~~Executive~~of ~~Officer B President~~September 30, Chief Operating Officer C Chief Financial Officer D A UK company owned by related party A (JDP Capital) E A UK company owned by related party A (Eco-Equity Ltd.) F Shareholders and Non- Executive members of Board2024:

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

Year ending December 31,	Total
2024 (excluding the nine months ended September 30, 2024)	$	13,394
Thereafter		—
	$	13,394
Less imputed interest		(35	)
Operating lease liability	$	13,359

	June 30		December 31
Related Party	2024		2023
B	$	8,688	$	8,688
D		783,912		-
E		17,500		17,500
	$	810,100	$	26,188

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

~~For~~NOTE ~~the~~9 ~~six~~– ~~months~~RELATED ~~ended~~PARTY ~~June 30, 2024 and 2023, advances to related parties and their nature consists of:~~TRANSACTIONS

	Six Months Ended
	June 30,
Related Party	2024		2023		Nature of transaction	Financial Statement Line Item
A	$	6,250	$	—	Accrued management fees	General and administrative expenses
B	$	28,733,134	$	—	105,636,521 shares of common stock issued for compensation	Management fees
B	$	209	$	189	Imputed interest	Interest expenses
C	$	1,046,467	$	—	3,847,304 shares of common stock issued for compensation	Management fees
C	$	15,173	$	—	Cash paid for management fees	General and administrative expenses
D	$	149,818	$	—	Cash paid to Ember Pharm (Pty) Ltd	Due to related party
D	$	169,598	$	—	Cash paid for operating expenses on behalf of the Company	General and administrative expenses, Professional fees and management fees
D	$	275,573	$	—	Acquired Genetics	Inventory
D	$	343,219	$	—	Repayment of amounts due to related party D	Due to related party
D	$	2,360	$	—	Imputed interest	Interest expenses
E	$	421	$	381	Imputed interest	Interest expenses
F	$	234,413	$	—	861,812 shares of common stock issued for compensation to our directors.	Management fees

The related parties that had material transactions for the nine months ended September 30, 2024, and 2023, consist of the following:

15Related 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

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

Following are the other related party transactions:

	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

~~During~~The ~~the~~amounts ~~six~~owing ~~months~~to ~~ended~~related ~~June~~parties ~~30,~~are ~~2024~~unsecured, ~~the~~non-interest ~~Company~~bearing ~~entered into a distribution~~ and ~~service~~due ~~agreement~~on ~~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”)~~demand. ~~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~~For 9the –nine ~~CONVERTIBLE~~months ~~NOTE~~ended September 30, 2024, and 2023, advances to related parties and their nature consists of:

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 June 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.

	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

~~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.~~15

~~NOTE~~Table 10of ~~– ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES~~ Contents

~~The~~Following ~~following~~are ~~table summarizes~~ the ~~components~~other ofrelated ~~the Company’s~~party ~~accounts payable and accrued liabilities as of the dates presented~~transactions:

	June 30,		December 31,
	2024		2023
Accounts Payable	$	38,113	$	9,670
Due to the ex-owner of Ember Pharms (Pty) Ltd.		60,812		-
Accrued expenses		81,250		-
Payroll payable		2,066		-
Other current liability		31,095		-
	$	213,336	$	9,670

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.

~~The~~NOTE ~~other~~10 ~~current~~– ~~liability~~CONVERTIBLE ~~of $31,095 is related to a stock subscription agreement of 129,256 shares of common stock which as of filling of this consolidated financial statements the shares have not been issued.~~NOTE

~~NOTE~~On 11April –14, ~~STOCKHOLDER’S~~2021, ~~EQUITY~~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 ~~February~~ 26October 4, 2024, the Company’s ~~Board~~paid of$10,000 ~~Directors approved an increase in the number of shares of capital stock authorized~~ to ~~be issued by~~ the ~~Company from Seventy-Five Million (75~~ SEC,~~000,000)~~ toa ~~Five~~judgment ~~Hundred~~creditor ~~and Fifty Million (550,000,000) consisting~~ of ~~Five Hundred~~the ~~Million~~holder ~~(500,000,000) shares~~ of ~~common~~the ~~stock,~~promissory ~~par~~note ~~value~~described ~~$0.001~~in ~~per~~the ~~share,~~preceding ~~and Fifty Million (50~~paragraph,~~000,000)~~ ~~shares~~as offull ~~undesignated preferred~~payment ~~stock,~~against ~~par~~this ~~value $0~~obligation.~~001 per share.~~

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

The ~~Company has~~following ~~authorized 50,000,000 shares~~table ofsummarizes ~~preferred~~the ~~stock~~components ~~with a par value~~ of ~~$0.001 per~~the Company’s ~~share.~~accounts Nopayable ~~preferred~~and ~~stock~~accrued ~~was~~liabilities ~~issued or outstanding~~ as of ~~June~~the ~~30,~~dates ~~2024 and December 31, 2023.~~presented:

Common Stock

	September 30,		December 31,
	2024		2023
Accounts Payable	$	63,367	$	9,670
Due to the ex -owner of Ember Pharms (Pty) Ltd.		60,812		-
Accrued expenses		175,000		-
Payroll payable		10,893		-
	$	310,072	$	9,670

~~The~~NOTE ~~Company~~12 ~~has~~– ~~authorized 500,000,000 shares of~~STOCKHOLDER’S ~~common stock with a par value of $0.001 per share.~~EQUITY

16On 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.

~~Table~~ Preferred ~~of Contents~~Stock

~~During~~The Company ~~the~~has ~~six~~authorized 50,000,000 shares ~~months~~of ~~ended~~preferred ~~June~~stock ~~30,~~with ~~2024,~~a ~~the~~par ~~Company~~value ~~issued~~of ~~305,082,998~~$0.001 per ~~shares~~share. ~~under~~No ~~the~~preferred ~~Company’s~~stock was issued ~~2024~~or ~~Equity~~outstanding ~~Incentive~~as ~~Plan~~of ~~(“Incentive~~September ~~Plan”)~~30, as2024, ~~follows:~~and December 31, 2023.

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

·The ~~194~~Company has authorized 500,~~737~~000,~~361~~ 000 shares of common stock ~~for~~with ~~services,~~a ~~valued~~par atvalue of $~~52,968,562~~0.001 per share.

On ~~March~~October 523, ~~2024~~2022, inthe ~~connection~~Company ~~with~~issued ~~the~~an ~~Company’s~~aggregate of ~~agreement~~42,000,000 shares of its common stock (“Consideration Shares”) to acquire the share capital of ~~WLR~~Eco ~~Farming~~Equity Limited (~~Pty~~“Eco Equity”) ~~Ltd~~a ~~(Note~~Zimbabwean-based 1)cultivator of medicinal cannabis. Due to logistical, regulatory, and political challenges facing the business in Zimbabwe, the acquisition of Eco Equity was abandoned. Nevertheless, the transaction introduced the Company ~~issued~~into ~~500~~the medicinal cannabis sector and opportunities to conduct business and material transactions with other cultivators,~~000~~ ~~shares~~exporters, manufacturers, and distributors in southern Africa and, ultimately, Europe. As a result of ~~common~~the ~~stock~~exposure and access initiated by the transaction with Eco Equity, the Company permanently changed its business model to operate in the ~~shareholders~~medicinal cannabis sector. Because of ~~WLR,~~the ~~valued~~beneficial effect atof ~~$136~~transaction,~~000~~ even though abandoned, the Company determined to continue to honor the issuance of the Consideration Shares.

~~As of June 30, 2024 and December 31, 2023, there were 380,000,000 and 74,417,002 shares of common stock issued and outstanding, respectively.~~16

~~Common~~Table ~~stock~~of ~~to be issued~~Contents

During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company ~~entered~~ ~~into~~issued ~~six subscription agreements for 1~~305,~~125~~082,~~160~~ 998 shares ofunder ~~common stock in connection with~~ the ~~Private~~Company’s ~~Offering,~~2024 atEquity ~~$0.25~~Incentive ~~and~~Plan ~~$0.50 per~~(“Incentive ~~share~~Plan”) ~~in cash~~ as follows:

Date	Shares	Amount
5/22/2024	63,626		31,813
5/31/2024	1,001,534		250,383
6/4/2024	30,000		14,918
6/10/2024	20,000		10,010
6/18/2024	10,000		5,000
	1,125,160	$	312,124

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

~~Pursuant~~· ~~to amendment to the Purchase Agreement with the shareholders of WLR (Note 4)~~194, ~~the Company recognized 750~~737,~~000~~361 shares of common stock tofor ~~be issued~~services, valued at $~~194~~52,~~869 at June 30~~968,~~2024~~562. ~~The Company issued 750,000 shares of common stock on January 6, 2025.~~

Also during the nine months ended September 30, 2024, the Company issued ~~Equity~~the ~~incentive~~following ~~plan~~shares of common stock:

~~On February~~· 261, ~~2024~~320,798 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~~issued are subject to awards granted under the Incentive Plan is 350,000,000 shares. The term of the Incentive Plan will expire on February 25, 2034. Our Board of Directors, which serves as the administrator of the Incentive Plan, has granted awards under the Incentive Plan to certain directors, executive officers, employees, and consultants in ~~the aggregate amount of 305,082,998 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~~subscriptions ~~transactions.~~related ~~The~~to ~~Company believes that~~ the ~~issuance~~Company’s ofprivate ~~its~~offering ~~shares~~ of common stock in ~~connection~~for ~~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 June 30~~$358,640 ~~2024,~~in ~~44,917,002~~cash; ~~shares are available to be issued under the Incentive Plan.~~and

17· 500,000 shares of common stock issued and 750,000 shares of common stock to be issued, valued at $330,869, to the shareholders of WLR Farming (Pty) Ltd (Note 1) in connection with the Company’s agreement to acquire the share capital of WLR.

~~Table~~During the nine months ended September 30, 2024, the Company received stock subscriptions for 659,790 shares of ~~Contents~~common stock, valued at $176,228, recorded to additional paid in capital.

~~Stock~~As ~~Purchase~~of ~~Options~~September 30, 2024, and December 31, 2023, there were 381,320,798 and 74,417,002 shares of common stock issued and outstanding, respectively.

~~On May 24,~~ 2024, Equity ~~the~~incentive 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 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.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 ~~valued~~subject to ~~using~~awards agranted ~~Black~~under the Incentive Plan is 350,000,000 shares. The term of the Incentive Plan will expire on February 25, 2034. Our Board of Directors, which serves as the administrator of the Incentive Plan, has granted awards under the Incentive Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of 305,082,998 shares, all of which became fully-~~Scholes~~vested at the ~~valuation~~time ~~model~~of grant. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company ~~use~~believes that the issuance of ~~this~~its ~~valuation~~shares ~~model~~of ~~requires~~common stock in connection with the ~~input~~Incentive Plan was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of ~~highly~~the ~~subjective~~Securities ~~assumptions~~Act of 1933. ~~Any~~As ~~change~~of toSeptember ~~these~~30, ~~inputs~~2024, ~~could~~44,917,002 shares ~~produce~~are ~~significantly~~available ~~higher~~to orbe ~~lower~~issued ~~fair~~under ~~value~~the ~~measurements~~Incentive Plan.

~~The~~Stock ~~Company~~Purchase ~~utilized the following assumptions:~~Options

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

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.

AThe ~~summary~~stock ofpurchase ~~activity~~options ofare ~~the~~valued ~~stock~~using ~~purchase~~a ~~options~~Black-Scholes ~~during~~valuation model. The use of this valuation model requires the ~~six~~input ~~months~~of ~~ended~~highly ~~June~~subjective ~~30,~~assumptions. ~~2024~~Any aschange ~~follows:~~to these inputs could produce significantly higher or lower fair value measurements.

	Options Outstanding			Weighted Average
	Number of	Weighted Average		Remaining life
	Options	Exercise Price		(years)
Outstanding, December 31, 2023	-	$	-	-
Granted	20,000,000		0.01	10.00
Exercised	-		-	-
Forfeited/canceled	-		-	-
Outstanding, June 30, 2024	20,000,000	$	0.01	9.92
Exercisable options, June 30, 2024	20,000,000	$	0.01	9.92

~~NOTE~~Table 12of ~~– COMMITMENTS~~ Contents

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~~utilized ~~terminate~~ the ~~consultancy at~~following ~~any time. During the six months ended June 30, 2024, the Company issued 14,000,000 shares of common stock in satisfaction of this obligation, valued at $3,808,000.~~assumptions:

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.

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

18A summary of activity of the stock purchase options during the nine months ended September 30, 2024, as follows:

Table of Contents

	Options Outstanding			Weighted Average
	Number of	Weighted Average		Remaining life
	Options	Exercise Price		(years)

Outstanding, December 31, 2023	-	$	-	-
Granted	20,000,000		0.01	10.00
Exercised	-		-	-
Forfeited/canceled	-		-	-
Outstanding, September 30, 2024	20,000,000	$	0.01	9.65

Exercisable options, September 30, 2024	20,000,000	$	0.01	9.65

NOTE 13 – ~~SUBSEQUENT EVENTS~~COMMITMENTS

~~Management~~In ~~performed~~January an2024, ~~evaluation~~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~~’s activity~~ ~~through~~may terminate the ~~date~~consultancy at any time. During the ~~financial~~nine ~~statements~~months ~~were~~ended ~~issued~~September 30, ~~noting~~2024, the ~~following~~Company ~~subsequent~~issued ~~events:~~14,000,000 shares of common stock in satisfaction of this obligation, valued at $3,808,000.

1.On InJuly ~~February~~5, 2024, the Company entered into a ~~joint venture~~ purchase agreement with aCannabudgrow ~~company~~(Pty) ~~registered~~Ltd, ~~under~~a ~~the~~company ~~laws~~licensed ~~of England and Wales~~ to ~~form~~cultivate acannabis ~~joint~~for ~~venture~~the ~~which~~proposes ~~shall~~of beproducing the ~~exclusive~~Medicines ~~supplier~~and ofRelated Substances. ~~Flower~~The ~~Biomass~~Company’s tocommitment ~~Crop~~is ~~Circle~~to ~~Pharmacy~~purchase ina ~~the~~minimum ~~United~~quantity ~~Kingdom.~~of ~~On November 27~~1,200 ~~2024,~~Kgs ~~the~~per ~~Company’s~~annum ~~Board~~for ~~of Directors approved~~ a ~~discontinuation~~period of ~~the~~two ~~joint venture~~years.

2We have entered into indemnification agreements with certain of our current directors and officers. ~~During~~The ~~April~~indemnification ~~through~~agreements ~~November~~indemnify ~~2024~~the indemnitee to the fullest extent permitted by law, including against third-party claims and claims by or in right of the Company ~~signed~~or ~~subscription~~any ~~agreements~~subsidiary or majority-owned partnership of 2the Company by reason of that person (including the advancement of expenses subject to certain conditions) (a) being a director,~~721~~ officer employee or agent of the Company,~~150~~ ~~shares~~or of ~~common~~any ~~stock~~subsidiary or majority-owned partnership of the Company or (b) serving at ~~prices~~our request as a director, officer, employee or agent of $0another entity.25 ~~and~~If ~~$0.50~~appropriate, ~~per~~we ~~share~~are inentitled ~~cash.~~to Onassume ~~July~~the ~~23,~~defense ~~2024~~of the claim with counsel selected by us and ~~January~~approved 6,by ~~2025,~~the indemnitee (which approval may not be unreasonably withheld). Separate counsel employed by the ~~Company~~indemnitee will ~~issued~~be at his or her own expense unless (1) the employment of separate counsel has been previously authorized by us,~~320,798~~ ~~shares~~(2) ~~and~~the 1indemnitee reasonably concludes there may be a conflict of interest or (3) we have not,~~271,096~~ ~~shares~~in fact, ~~respectively~~employed incounsel ~~satisfaction~~to assume the defense of ~~these~~such ~~subscriptions~~claim.

3. 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 Kg’s per annum for a period of two years.18

4.Table ~~On October 4, 2024, the Company paid $10,000 to the U.S. Securities and Exchange Commission, a judgment creditor~~ of ~~the holder of the promissory note described in Note 7 above, as full payment against this obligation.~~Contents

5.NOTE On14 ~~November~~– 8,INCOME 2024, the Company amended its share purchase agreement with the shareholders of WLR Farming (Pty) Ltd. The purchase price was amended to require a payment of $63,200 (GBP 50,000) in cash, 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. The cash payment obligation was satisfied on November 11, 2024. The remaining share payment obligation was satisfied on January 6, 2025.TAXES

~~6. On December 8, 2024,~~ The Company ~~amended~~has ~~its~~not ~~Deed~~made ofprovision ~~Sale,~~for ~~dated~~income ~~May~~taxes for ~~11,~~the ~~2023,~~nine tomonths ~~require,~~ended inSeptember ~~lieu of cash~~30, ~~a payment of $378~~2024,~~954~~ ~~(ZAR~~and ~~6,900,000), payable in shares of~~ the ~~Company’s~~year ~~common~~ended ~~stock.~~December ~~Accordingly~~31, on2023 ~~January~~since ~~28, 2025,~~ the Company ~~issued~~has the ~~vendor~~benefit ~~to the Deed~~ of ~~Sale~~net anoperating losses ~~aggregate of 375,000 shares of common stock~~ in ~~full~~these ~~satisfaction thereof~~periods.

7.Due Onto ~~January~~uncertainties 28surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the ~~2025~~Company has not recorded any deferred income tax assets as of September 30, ~~the~~2024. The Company ~~issued~~has anincurred ~~aggregate~~a net operating loss (NOL) of 7$623,~~500~~142; the net operating loss carry forwards will begin to expire in varying amounts beginning with the year ended December 31,~~000~~ 2039, ~~shares~~subject ofto ~~common~~its ~~stock~~eligibility as determined by respective tax regulating authorities. NOLs generated in tax years prior to ~~two~~December 31, ~~consultants~~2018, can be carryforward for twenty years, whereas NOLs generated after December 31, 2018, can be carryforward indefinitely. The Company’s net operating loss carry forwards may be subject to annual limitations, which could eliminate, reduce or defer the utilization of the ~~Company~~losses because of an ownership change as defined in ~~connection~~Section ~~with~~382 of the ~~Incentive~~Internal ~~Plan~~Revenue ~~described~~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 ~~Note~~which 11the ~~above~~Company operates.

19Net deferred tax assets consist of the following components as of September 30, 2024 and December 31, 2023:

Table of Contents

	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	$	—		$	—

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	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	$	—		$	—

~~Crucial Innovations~~Tax ~~Corp.~~returns ~~(collectively~~for ~~with our subsidiary, “we,” “us,” “our,” “CINV” or~~ the ~~“Company”),~~ ayears ~~Nevada~~ended ~~corporation, was formed on February 28,~~ 2018. ~~We were initially engaged in the business of English language~~to ~~tutoring over the Internet. However~~2023, wehave ~~were~~ not ~~able~~been tofiled ~~execute~~by ~~our~~the ~~original business plan~~Company, ~~develop~~and ~~significant~~are ~~operations~~subject ~~or achieve commercial sales. In May 2023, we determined~~ to ~~change~~review ~~our~~by ~~business~~the totax ~~become~~authorities. aThe ~~supplier~~Company ~~and~~has ~~distributor~~no ofliabilities ~~medical~~related ~~cannabis in Europe,~~to ~~and~~uncertain ~~signed~~tax anpositions ~~agreement~~or tounrecognized ~~acquire~~benefits aas ~~grower~~ of ~~medical~~September ~~cannabis~~30, ~~and~~2024. ~~associated~~The ~~real~~Company ~~property~~has innot ~~South~~accrued ~~Africa.~~interest ~~During~~or ~~the~~penalties ~~first quarter~~associated ofwith ~~2024,~~unrecognized wetax ~~paid a partial payment toward this acquisition, and subsequently made additional payments during 2024 and 2025 (See Subsequent Events below)~~liabilities.

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.19

~~The~~Table 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:Contents

·NOTE ~~our~~15 ~~future~~– ~~operating~~SUBSEQUENT ~~results;~~EVENTS

·Management ~~our~~performed ~~business~~an ~~prospects;~~evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent events:

·1. ~~currency~~In ~~volatility~~February 2024, ~~foreign~~the ~~exchange~~Company entered into a joint venture agreement with Canna Capital Plc, a company registered under the laws of England and ~~inflation~~Wales ~~risk;~~to form a joint venture which shall be the exclusive supplier of Flower Biomass to Crop Circle Pharmacy in the United Kingdom. On November 27, 2024, the Company’s Board of Directors approved a discontinuation of the joint venture.

·2. ~~our~~On ~~contractual~~October ~~arrangements~~4, ~~with~~2024, ~~our~~the ~~customers~~Company paid $10,000 to the U.S. Securities and ~~other~~Exchange ~~relationships~~Commission, ~~with~~a ~~third~~judgment ~~parties;~~creditor of the holder of the promissory note described in Note 8 above, as full payment against this obligation.

·3. On November 8, 2024, the ~~dependence~~Company amended its share purchase agreement with the shareholders of ~~our~~WLR ~~future~~Farming ~~success~~(Pty) onLtd. The purchase price was amended to require a payment of $60,812 (GBP 50,000) in cash, together with the ~~general~~issuance ~~economy~~of ~~and~~an ~~its~~aggregate ~~impact~~of on1,250,000 shares of common stock, inclusive of the ~~industries~~500,000 inshares ~~which~~issued weon ~~invest;~~March 5, 2024. The cash payment obligation was satisfied on November 11, 2024. The remaining share payment obligation was satisfied on January 6, 2025.

·4. ~~political~~On ~~instability~~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 ~~countries~~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 ~~which~~full wesatisfaction ~~operate;~~thereof.

·5. ~~uncertainty~~On ~~regarding~~December ~~certain~~12, ~~legal~~2024, ~~systems~~the inCompany covered the ~~countries~~loss inunder ~~which~~the weinsurance ~~operate;~~policy, and obtained insurance proceeds of $89,117.

·6. ~~our~~On ~~dependence~~January ~~upon~~28, ~~external~~2025, ~~sources~~the Company issued an aggregate of ~~capital;~~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. ~~our~~On ~~expected~~May ~~financings~~22, ~~and~~2025, ~~capital~~the ~~raising;~~Company’s Board of Directors approved following:

· ~~our~~An ~~regulatory~~offering ~~structure~~of 2- and ~~tax~~3-year ~~treatment~~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 ~~adequacy~~Company ofissued ~~our~~20,000,000 ~~cash~~shares ~~resources~~to ~~and~~the ~~working~~custodian ~~capital~~to hold in trust as partial security for the repayment of the Notes;

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

~~Table~~· Consulting agreements with three advisors in connection with business development, valuation, global mergers and acquisitions, financial modelling services in exchange for the issuance of ~~Contents~~an aggregate of 1,348,000 shares of common stock; and

· ~~the~~The ~~timing~~award of ~~cash~~5,000,000 ~~flows~~shares ~~from~~of ~~our~~common stock to two of the Company’s corporate advisory and operations; consultants pursuant to the Company’s 2024 Equity Incentive Plan.

·8. In connection with the ~~impact~~Note Offering, during the second and third quarters of ~~fluctuations~~2025, the Company issued Notes to various non-U.S. investors in ~~interest~~the ~~rates~~aggregate onprincipal ~~our~~amount ~~business;~~of $475,850.

·9. ~~market~~On ~~conditions~~June 23, 2025, the Company and ~~our~~Ember ~~ability~~Pharms to(Pty) ~~access~~Ltd., ~~additional~~its ~~capital~~wholly-owned subsidiary, ifentered ~~deemed~~into ~~necessary;~~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.

~~· natural or man-made disasters and other external events that may disrupt our operations.~~20

~~There~~Table ~~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. Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~The~~Crucial ~~following~~Innovations Corp. ~~summary~~(collectively ofwith our ~~results~~subsidiary, of“we,” ~~operations~~“us,” “our,” “CINV” or the “Company”), ~~should~~a beNevada ~~read~~corporation, was formed on February 28, 2018. We were initially engaged in ~~conjunction~~the ~~with~~business ~~our~~of ~~unaudited~~English ~~financial~~language ~~statements~~tutoring ~~for~~over the Internet. ~~three~~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 ~~six-months~~distributor ~~period~~of ~~ended~~medical ~~June~~cannabis 30in 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, ~~which~~we ~~are~~paid a partial ~~included~~payment ~~herein~~toward this acquisition, and subsequently made additional payments during 2024 and 2025 (See Subsequent Events below).

Our principal ~~operating~~office ~~results~~is ~~for~~located ~~the~~at ~~three~~86-90 Paul Street, London EC2A 4NE United Kingdom, and ~~six~~our ~~months~~telephone number is +44 (0) 203 148 1452. Our ~~ended~~corporate ~~June~~website 30is located at www.cinvcorp.com, ~~2024~~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 ~~2023~~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 ~~changes~~OTC ~~between~~Markets ~~those~~expert ~~periods~~trading ~~for~~platform under the ~~respective~~symbol ~~items~~‘CINV’. Following ~~are~~the ~~summarized~~filing of this quarterly report on Form 10-Q and other reports as ~~follows~~required by the SEC, we intend to re-apply to OTC Markets to resume trading in our shares.

~~Three~~The ~~Months~~information contained ~~Ended~~in ~~June~~this ~~30,~~section ~~2024~~should ~~Compared~~be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Quarterly Report and in conjunction with the ~~Three~~financial ~~Months~~statements ~~Ended~~and ~~June~~notes 30thereto in the Company’s Annual Report on Form 10-K, ~~2023~~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:

			Three Months Ended June 30,
	2024			2023			Change ($)	Change (%)
Revenues	$	―		$	―	$	—	― %
Operating expenses		6,725,088			―		6,725,088	100.00
Interest expense		2,232			285		1,947	683.16
Net loss	$	6,727,320		$	285	$	6,727,035	2,360,363.16%

our future operating results;

~~The Company~~· ~~generated~~our no revenues for the three months ended June 30, 2024 and 2023. Operating expenses consist primarily of 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 three months ended June 30, 2024 and 2023, the Company recognized $2,232 and $285 in interest on a convertible note. Our financial statements report a net loss of $6,727,320 for the three months ended June 30, 2024 compared to a net loss of $285 for the three months ended June 30, 2023.prospects;

21· currency volatility, foreign exchange, and inflation risk;

~~Table~~· ofour ~~Contents~~contractual arrangements with our customers and other relationships with third parties;

~~Six~~· ~~Months~~the ~~Ended~~dependence ~~June~~of ~~30,~~our ~~2024~~future ~~Compared with~~success on the ~~Six~~general ~~Months~~economy ~~Ended~~and ~~June~~its ~~30,~~impact ~~2023:~~on the industries in which we invest;

			Six Months Ended June 30,
	2024			2023			Change ($)	Change (%)
Revenues	$	―		$	―	$	—	― %
Operating expenses		89,810,260			―		89,810,260	100.00
Interest expense		3,104			571		2,533	443.61
Net loss	$	89,813,364		$	571	$	89,812,793	15,729,035.55 %

political instability in the countries in which we operate;

~~The Company~~· ~~generated~~uncertainty noregarding ~~revenues~~certain ~~for~~legal ~~the~~systems ~~six~~in ~~months ended June 30, 2024 and 2023. Operating expenses consist primarily of stock-based compensation. During~~ the ~~six~~countries months ended June 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. During the six months ended June 30, 2024 and 2023, the Company recognized $3,104 and $571 in ~~interest~~which onwe ~~a convertible note. Our financial statements report a net loss of $89,813,364 for the six months ended June 30, 2024 compared to a net loss of $571 for the six months ended June 30, 2023.~~operate;

~~Liquidity~~· ~~and~~our ~~Capital~~dependence ~~Resources~~upon external sources of capital;

~~The~~· ~~following tables provide selected financial data about~~ our ~~company~~expected asfinancings ~~of June 30, 2024~~ and ~~December~~capital ~~31, 2023, respectively.~~raising;

~~Working~~· ~~Capital~~our regulatory structure and tax treatment;

		June 30,		December 31,
	2024		2023			Change ($)
Current assets	$	7,867	$	―	$	7,867
Current liabilities		1,064,710		114,087		950,623
Working capital (Deficiency)	$	(1,056,843)	$	(114,087)	$	(942,756)

the adequacy of our cash resources and working capital;

22· the timing of cash flows from our operations;

~~Table~~· the impact of ~~Contents~~fluctuations in interest rates on our business;

As· ofmarket ~~June~~conditions ~~30, 2024~~ and ~~December 31, 2023,~~ our ~~total~~ability ~~current~~to ~~assets~~access ~~were~~additional $7capital,~~867~~ ~~and~~if ~~$0,~~deemed ~~respectively.~~necessary; and

As· ofnatural ~~June~~or ~~30,~~man-made ~~2024, our~~disasters ~~current~~and ~~liabilities~~other ~~were~~external ~~$1,064,710~~events ~~compared~~that tomay ~~$114,087~~disrupt asour ~~of December 31, 2023~~operations. Working capital deficiency was $1,056,843 as of June 30, 2024 compared to working capital deficiency of $114,087 as of December 31, 2023. The increase in working capital deficiency was primarily the result of an increase in current liabilities. Current liabilities increased due to an increase in amounts due to related parties for payments made for operating expenses.

~~Cash Flows~~ 21

			Six Months Ended June 30,
	2024			2023			Change ($)
Cash flows used in operating activities	$	(564,637)		$	―	$	(564,637)
Cash flows used in investing activities		(11,072)			―		(11,072)
Cash flows provided by financing activities		563,894			―		563,894
Effect of exchange rate changes on cash		12,023			―		12,023
Net change in cash during the period	$	208		$	―	$	208

Table of Contents

~~During~~There ~~the~~are a ~~six~~number ~~months~~of ~~ended June~~important ~~30,~~risks ~~2024~~ and ~~2023,~~uncertainties ~~cash~~that ~~flows~~could ~~used~~cause inour ~~operating~~actual ~~activities~~results ~~were~~to ~~$564,637~~differ ~~and~~materially ~~$0,~~from ~~respectively.~~those ~~For~~indicated ~~the~~by ~~six~~such ~~months ended June~~forward-looking ~~30,~~statements. ~~2024,~~For ~~net~~a ~~cash~~discussion ~~flows used in operating activities consisted~~ of afactors ~~net~~that ~~loss~~could ofcause ~~$89,813,364,~~our anactual ~~increase~~results into ~~imputed~~differ ~~interest~~from ~~of $3,104, stock~~forward-~~based~~ ~~compensation~~looking ofstatements ~~$82,268,546,~~contained ~~depreciation~~in ~~expense~~this Quarterly ~~of $3~~Report,~~196,~~ ~~impairment~~please ofsee ~~inventory~~the ofdiscussion ~~$331,734,~~in ~~amortization expenses~~“Item of1A. ~~$17,213,~~Risk ~~impairment~~Factors” ofin ~~intangible~~our ~~assets~~10-K. ofYou ~~$335,755,~~should ~~acquisition~~not ~~costs~~place ofundue ~~$481,643,~~reliance on anthese ~~increase~~forward-looking instatements. ~~VAT~~The ~~receivable~~forward-looking ~~of $3,326,~~statements anmade ~~increase~~ in ~~accounts~~this ~~payable~~Quarterly ofReport ~~$112,626,~~relate ~~other~~only ~~current~~to ~~liabilities~~events ofas ~~$31,095, and a decrease in right~~ of ~~use~~the ~~assets and~~date ~~lease~~on ~~liability~~which ~~of $543. For~~ the ~~six~~statements ~~months~~are ~~ended~~made. ~~June~~We ~~30,~~undertake ~~2023,~~no ~~net~~obligation ~~cash~~to ~~flows~~update ~~used~~any inforward-looking ~~operating~~statement ~~activities~~to ~~consisted~~reflect ofevents aor ~~net loss~~circumstances ofoccurring ~~$571,~~after ~~and~~the andate ~~increase~~this inQuarterly ~~imputed~~Report ~~interest~~is offiled ~~$571~~with the SEC.

~~During~~Results the six months ended June 30, 2024 and 2023, cash flows used in investing activities were $11,072 and $0, respectively. For the six months ended June 30, 2024, net cash flows used in investing activities consisted of ~~assets acquired in the acquisition of WLR Farming (Pty) Ltd.~~Operations

~~During~~The ~~the~~following ~~six~~summary ~~months~~of ~~ended~~our ~~June~~results ~~30,~~of ~~2024~~operations ~~and~~should ~~2023,~~be ~~cash~~read ~~flows~~in ~~provided~~conjunction bywith ~~financing~~our ~~activities~~unaudited ~~were~~financial ~~$563,894~~statements ~~and~~for ~~$0,~~the ~~respectively.~~three ~~For~~and ~~the~~nine ~~six~~ months period ended ~~June~~ September 30, 2024, ~~net~~ ~~cash~~which ~~flows~~are ~~provided~~included ~~by financing activities consisted of proceeds from related parties of $594,989, repayment of related party loans of $343,219 and proceeds from common stock to be issued of $312,124~~herein.

WeOur ~~expect~~operating ~~our~~results ~~cash on hand and revenues received from our operations will be insufficient to meet our anticipated liquidity needs~~ for ~~business operations~~ ~~for~~ the ~~next~~three ~~twelve months,~~ and ~~that~~nine wemonths ~~will~~ended ~~need~~September ~~to secure capital from various sources~~30, 2024 ~~including loans~~ and ~~sales~~2023 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~~the ~~expenditures.~~changes ~~Absent~~between ~~our success~~those inperiods ~~obtaining~~for ~~operating~~the ~~capital~~respective ~~from~~items ~~one~~are orsummarized ~~more of these sources, there exists substantial doubt~~ as ~~to the Company’s ability to continue as a going concern~~follows.

~~Our~~Three ~~future~~Months ~~cash~~Ended ~~flows could be adversely affected by events outside of our control, including, without~~September ~~limitation~~30, ~~changes~~2024 inCompared ~~overall~~with ~~economic~~the ~~conditions,~~Three ~~regulatory~~Months ~~requirements,~~Ended ~~demand~~September ~~for our products and services~~30, 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.2023:


			Three Months Ended September 30,

	2024			2023			Change ($)	Change (%)
Revenues	$	―		$	―	$	—	― %
Operating expenses		509,601			6,310		503,291	7,976.08
Interest expense		14,218			332		13,886	4,182.53
Net loss	$	523,819		$	6,642	$	6,727,035	7,786.46

~~Table~~The Company generated no revenues for the three months ended September 30, 2024 and 2023. Operating expenses consist primarily of ~~Contents~~the impairment of inventory of $279,150. During the three months ended September 30, 2024 and 2023, the Company recognized $14,218 and $332, respectively, in interest on a convertible note. Our financial statements report a net loss of $523,819 for the three months ended September 30, 2024 compared to a net loss of $6,642 for the three months ended September 30, 2023.

~~Off~~Nine ~~Balance~~Months ~~Sheet~~Ended ~~Arrangements~~September 30, 2024 Compared with the Nine Months Ended September 30, 2023:

None.


			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

~~Subsequent~~The ~~Events~~Company generated no revenues for the nine months ended September 30, 2024 and 2023. 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.

~~Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent events:~~22

1.Table ~~In February 2024, the Company entered into a joint venture agreement with 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 27, 2024, the Company’s Board of Directors approved a discontinuation of the joint venture.Contents

2.Liquidity ~~During April through November 2024, the Company signed subscription agreements of 2,721,150 shares of common stock at prices of $0.25~~ and ~~$0.50~~Capital ~~per share in cash. On July 23, 2024 and January 6, 2025, the Company issued 1,320,798 shares and 1,271,096 shares, respectively, in satisfaction of these subscriptions.~~Resources

3.The Onfollowing ~~July~~tables 5,provide ~~2024,~~selected financial ~~the~~data ~~Company~~about ~~entered~~our ~~into a purchase agreement with Cannabudgrow (Pty) Ltd, a~~ company ~~licensed~~as ~~to cultivate cannabis for the proposes~~ of ~~producing~~September ~~the~~30, ~~Medicines~~2024 and ~~Related~~December ~~Substances.~~31, ~~The Company’s commitment is to purchase a minimum quantity of 1~~2023,~~200~~ ~~Kg’s per annum for a period of two years~~respectively.

4. On October 4, 2024, the Company paid $10,000 to the U.S. Securities and Exchange Commission, a judgment creditor of the holder of the promissory note described in Note 7 above, as full payment against this obligation.Working Capital

8. On November 8, 2024, the Company amended its share purchase agreement with the shareholders of WLR Farming (Pty) Ltd. The purchase price was amended to require a payment of $63,200 (GBP 50,000) in cash, 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. The cash payment obligation was satisfied on November 11, 2024. The remaining share payment obligation was satisfied on January 6, 2025.

	September 30,			December 31,
	2024			2023			Changes ($)
Cash	$	299		$	—		$	—
Current Assets	$	71,330		$	—		$	71,330
Current Liabilities	$	1,420,069		$	114,087		$	1,305,982
Working Capital (Deficiency)	$	(1,348,739	)	$	(114,087	)	$	(1,234,652	)

5.As Onof ~~December 8~~September 30, 2024, ~~The~~and ~~Company~~December ~~amended its Deed of Sale~~31, ~~dated May 11,~~ 2023, toour ~~require,~~total incurrent ~~lieu~~assets ofwere ~~cash~~$71,330 aand ~~payment of~~ $~~378~~0,~~954~~ ~~(ZAR~~respectively. Current ~~6,900,000),~~assets ~~payable~~as ~~in shares~~ of ~~the~~September ~~Company’s common stock. Accordingly~~30, on2024 ~~January~~consist ~~28,~~mainly ~~2025, the Company issued the vendor to the Deed~~ of ~~Sale~~insurance anreceivable ~~aggregate~~ of ~~375~~$40,~~000~~633 ~~shares~~as ofdescribed ~~common~~in ~~stock~~Note 6 in ~~full~~the ~~satisfaction~~notes ~~thereof~~to the financial statements.

6.As Onof ~~January 28~~September 30, ~~2025~~2024, ~~the~~our ~~Company~~current ~~issued~~liabilities anwere ~~aggregate~~$1,420,069 compared to $114,087 as of 7December 31,~~500~~ 2023. Working capital deficiency was $1,~~000~~348,739 ~~shares~~as of ~~common~~September ~~stock~~30, 2024 compared to ~~two~~working ~~consultants~~capital deficiency of ~~the~~$114,087 ~~Company~~as of December 31, 2023. The increase in ~~connection~~working capital ~~with~~deficiency was primarily the ~~Incentive~~result ~~Plan~~of ~~described~~an increase in ~~Note~~current 11liabilities. ~~above~~Current liabilities increased due to an increase in amounts due to related parties of $1,060,450 for payments made for operating expenses.

2423

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~~Item~~Cash ~~3. Quantitative and Qualitative Disclosure about Market Risk~~Flows

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

	Nine months ended
	September 30,
	2024			2023		Changes ($)
Cash Flows used in Operating Activities	$	(995,299	)	$	—	$	(995,299	)
Cash Flows used in Investing Activities		(12,150	)		—		(12,150	)
Cash Flows provided by Financing Activities		1,033,538			—		1,033,538
Effect of exchange rate changes on cash		(25,790	)		—		(25,790	)
Net Change in Cash During Period	$	299		$	—	$	299

WeDuring the ~~are~~nine ~~subject~~months toended ~~risks regarding~~September ~~currency~~30, ~~volatility~~2024 and ~~foreign exchange rates. In particular~~2023, wecash ~~are~~flows ~~subject~~used ~~to fluctuations~~ in ~~foreign~~operating ~~exchange~~activities ~~rates~~were ~~between the U.S. dollar~~$995,299and ~~our reporting currency~~$0, ~~and~~respectively. ~~currencies~~For ofthe nine ~~countries~~months ~~where~~ended weSeptember ~~market~~30, ~~or source our products and services~~2024, ~~which presently consists principally of~~ the ~~British~~largest ~~Pound.~~items ~~Such fluctuations may result~~ in ~~significant~~net ~~increases~~cash orflows ~~decreases~~used in ~~our~~operating ~~reported~~activities ~~revenue and~~consisted ~~other~~of ~~results~~a asnet ~~expressed~~loss inof ~~dollars~~$90,337,183, stock-based ~~and~~compensation ~~in the reported value~~ of ~~our assets~~$88, ~~liabilities and cash flows. In addition~~268,546, ~~currency fluctuation~~impairment ~~may~~of ~~adversely~~inventory ~~affect~~of ~~receivables~~$610, ~~payables~~884, ~~debt,~~impairment ~~firm~~loss ~~commitments~~on ~~and~~fixed ~~forecast~~assets- ~~transactions~~acquisition ~~denominated~~Ember ~~in non-U.S. currencies.~~Pharms In(Pty) ~~particular~~Ltd,of ~~transition~~$834,611, ~~risks~~a ~~arise~~decrease ~~where~~in ~~parts~~inventory of ~~the~~$610,884, ~~cost~~and ofan ~~sales~~increase ~~are~~in ~~not~~accounts ~~denominated~~payable inand ~~the~~accrued ~~same~~liabilities ~~currency~~ of ~~such sales~~$240,434. ~~We currently~~For dothe ~~not~~nine ~~hedge~~months ~~this~~ended ~~exposure.~~September ~~Fluctuation~~30, ~~in exchange rates~~2023, ~~depreciation~~net ofcash ~~local~~flows ~~currencies,~~used ~~changes~~ in ~~monetary~~operating ~~and/or~~activities ~~fiscal~~consisted ~~policy or~~of ~~inflation~~a innet ~~the~~loss ~~countries~~of in$7,212, ~~which~~an weincrease ~~operate~~in imputed ~~could~~interest ~~have~~of a$903, ~~material~~and ~~adverse~~an ~~effect~~increase onin ~~our~~accounts ~~business,~~payable ~~financial~~and ~~condition,~~accrued ~~results~~interest of ~~operations~~ ~~and prospects~~$6,309.

InDuring ~~addition to foreign~~the ~~currency~~nine ~~risk,~~months ~~our~~ended ~~ability~~September to30, ~~generate~~2024 ~~operating~~and 2023, cash flows atused ~~our~~in ~~parent~~investing ~~company~~activities ~~level~~were ~~could~~$12,150 ~~depend~~and on$0, ~~the~~respectively. ~~ability~~For ofthe ~~our subsidiaries~~nine tomonths ~~upstream~~ended ~~funds.~~September ~~South~~30, ~~Africa and other countries in which we may operate have exchange controls that can~~2024, ~~from~~net ~~time~~cash toflows ~~time,~~used ~~place restrictions~~in oninvesting ~~the~~activities ~~exchange~~consisted of ~~local currency for foreign currency and~~ the ~~transfer~~acquisition of ~~funds~~Ember ~~abroad.~~Pharms ~~These~~(Pty) ~~controls~~Ltd ~~and other controls~~of ~~that~~$5,615 ~~may~~and bepurchases ~~implemented in the future could limit the ability~~ of ~~our~~property ~~subsidiaries to transfer cash to us~~ and ~~make~~equipment ~~us dependent upon external sources~~ of ~~cash and credit~~$17,765.

WeDuring ~~can offer no assurance that~~the ~~additional~~nine ~~restrictions~~months onended ~~currency~~September ~~exchange~~30, ~~will~~2024 ~~not~~and be2023, ~~implemented~~cash inflows ~~the~~provided ~~future~~by orfinancing ~~that~~activities ~~these~~were ~~restrictions~~$1,033,538 ~~will~~and ~~not~~$0, ~~limit~~respectively. ~~the~~For ~~ability~~the ofnine ~~our~~months ~~subsidiaries~~ended toSeptember ~~transfer~~30, 2024, net cash toflows ~~us,~~provided ~~which~~by ~~could~~financing ~~have~~activities aconsisted ~~material~~of ~~adverse~~proceeds ~~effect~~from onrelated ~~our~~parties ~~business~~of $1,033,538, repayment ~~financial~~of ~~condition,~~related ~~results~~party loans of ~~operations~~ $534,868 and ~~prospects~~proceeds from common stock to be issued of $534,868.

~~Item~~We 4expect 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. ~~Controls~~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 ~~Procedures~~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 ~~management is responsible~~future ~~for~~cash ~~establishing~~flows ~~and~~could ~~maintaining~~be ~~adequate~~adversely ~~internal~~affected ~~control~~by ~~over~~events ~~financial~~outside ~~reporting, as defined in Rules 13a-15(f) and 15d-15(f)~~ of ~~the Securities~~our ~~Exchange Act of 1934. Our internal~~ control, ~~over~~including, ~~financial~~without ~~reporting~~limitation, ischanges ain ~~process~~overall ~~designed~~economic ~~to provide reasonable assurance regarding~~conditions, ~~the~~regulatory ~~reliability~~requirements, ofdemand ~~financial~~for ~~reporting~~our products and ~~the~~services, ~~preparation~~availability of ~~financial~~labor ~~statements~~resources ~~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~~capital, innatural ~~reasonable detail~~disasters, ~~accurately~~ pandemics and ~~fairly~~outbreaks ~~reflect~~of ~~the~~contagious ~~transactions~~diseases and ~~dispositions~~other ofadverse ~~our~~public ~~assets; (ii)~~health ~~provide~~developments, ~~reasonable~~such ~~assurance~~as ~~that transactions are recorded to permit preparation of financial statements in accordance with generally accepted accounting principles~~COVID-19, and ~~that~~other ~~receipts~~conditions. ~~and~~The ~~expenditures of the Company are made only in accordance with authorizations of our~~foregoing ~~management~~events, ~~and~~either ~~directors;~~individually ~~and (iii) provide reasonable assurance regarding prevention~~ or ~~timely detection of unauthorized acquisition~~collectively, ~~use~~ ~~or disposition of our assets that~~ could ~~have~~affect ~~a material effect on~~ our ~~financial statements~~results.

~~Management~~Off ~~assessed~~Balance ~~the effectiveness~~Sheet of our internal control over financial reporting as of June 30, 2024. 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.Arrangements

Based upon our evaluation of internal controls, our CEO and CFO determined that (i) we have a material weakness over our entity level control environment as of June 30, 2024 and (ii) our internal control over financial reporting was not effective as of June 30, 2024, inasmuch as we were not able to timely file our quarterly and annual reports as required under the Securities Exchange Act of 1934None.

2524

Table of Contents

~~Part II.~~Subsequent ~~Other Information~~Events

~~Item~~Management 1.performed ~~Legal~~an ~~Proceedings~~evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent events:

~~From~~1. ~~time~~In toFebruary ~~time~~2024, the Company is aentered ~~party~~into toa ~~certain~~joint ~~other~~venture ~~proceedings~~agreement ~~incidental~~with toCanna ~~the~~Capital ~~normal~~Plc, ~~course~~a ofcompany ~~our~~registered ~~business~~under ~~including~~ the ~~enforcement~~laws of ~~our~~England ~~rights under contracts with our customers~~ and ~~suppliers.~~Wales ~~While~~to ~~the~~form ~~outcome~~a ofjoint ~~these~~venture ~~legal~~which ~~proceedings~~shall ~~cannot~~be atthe ~~this~~exclusive ~~time~~supplier beof ~~predicted~~Flower ~~with~~Biomass ~~certainty, we~~to doCrop ~~not~~Circle ~~expect~~Pharmacy ~~that~~in ~~these~~the ~~proceedings~~United ~~will~~Kingdom. ~~have~~On aNovember ~~material~~27, ~~effect~~2024, ~~upon~~ the Company’s ~~financial~~Board ~~condition~~of orDirectors ~~results~~approved a discontinuation of ~~operations~~the joint venture.

~~Item~~2. 1AOn October 4, 2024, the Company paid $10,000 to the U.S. ~~Risk~~Securities ~~Factors~~and Exchange Commission, a judgment creditor of the holder of the promissory note described in Note 8 above, as full payment against this obligation.

We3. ~~are~~On ~~subject~~November to8, a2024, ~~number of~~the ~~risks,~~Company ~~many~~amended ofits ~~which~~share ~~are~~purchase ~~identified~~agreement inwith ~~our~~the ~~Annual~~shareholders ~~Report~~of onWLR ~~Form~~Farming ~~10-K~~(Pty) ~~for~~Ltd. ~~the~~The ~~year~~purchase ~~ended~~price ~~December~~was ~~31,~~amended ~~2023,~~to ~~including~~require ~~any~~a ~~amendments thereto~~payment of $60,812 (~~“10-K”~~GBP 50,000). Asin cash, together with the ~~business~~issuance of ~~the~~an ~~Company~~aggregate ~~and~~of ~~its~~1,250,000 ~~subsidiaries~~shares ~~continues~~of tocommon ~~develop~~stock, weinclusive ~~intend~~of tothe ~~identify~~500,000 asshares ~~will be~~issued ~~reasonably~~on ~~possible~~March 5, ~~any~~2024. ~~such~~The ~~additional~~cash ~~risks~~payment ~~and~~obligation ~~include~~was ~~the~~satisfied ~~same~~on inNovember ~~our~~11, ~~subsequent~~2024. ~~filings~~The ~~and~~remaining ~~reports~~share ~~with~~payment ~~the~~obligation ~~SEC~~was satisfied on January 6, 2025.

~~Readers~~4. ~~should~~On ~~carefully consider~~December ~~these~~8, ~~risks~~2024, ~~and~~The ~~all~~Company ~~other~~amended ~~information~~its ~~contained~~Deed of Sale, dated May 11, 2023, to require, in ~~our~~lieu ~~10-K~~of cash, ~~including~~a payment of $378,954 (ZAR 6,900,000), payable in shares of the Company’s ~~financial~~common ~~statements~~stock. ~~and~~Accordingly, ~~the~~on ~~related notes~~January ~~thereto.~~28, ~~The~~2025, ~~risks~~the ~~and~~Company ~~uncertainties~~issued ~~described~~the invendor ~~our~~to ~~10-K~~the ~~and~~Deed ~~throughout~~of ~~this~~Sale ~~10-Q~~an ~~are~~aggregate ~~not~~of ~~the~~375,000 ~~only~~shares ~~ones~~of ~~facing~~common ~~the~~stock ~~Company~~in full satisfaction thereof.

~~Additional risks~~5. ~~and~~On ~~uncertainties~~December ~~not~~12, ~~presently~~2024, ~~known~~the toCompany ~~us,~~covered orthe ~~not~~loss ~~presently~~under ~~deemed~~the ~~material~~insurance ~~by us~~policy, ~~may~~and ~~also~~obtained ~~impair~~insurance ~~our~~proceeds ~~operations~~of ~~and performance~~$89,117.

~~Item 2~~6. ~~Unregistered~~On ~~Sales~~January 28, 2025, the Company issued an aggregate of ~~Equity~~7,500,000 ~~Securities~~shares ~~and~~of ~~Use~~common stock to two consultants of ~~Proceeds~~the Company in connection with the Incentive Plan described in Note 12 above.

~~In connection~~7. ~~with~~On ~~the~~May ~~Incentive Plan~~22, ~~during the six months ended June 30~~2025, ~~2024,~~ the Company’s ~~issued~~Board ~~an aggregate~~ of ~~305,082,998~~Directors ~~shares~~approved 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.following:

~~In connection~~· ~~with~~An ~~the~~offering ~~agreement~~of by2- ~~the~~and ~~Company~~3-year tosenior ~~acquire~~secured ~~all~~convertible ofpromissory ~~the~~notes ~~share capital~~ of ~~WLR~~up ~~Farming~~to ~~(Pty) Ltd. as described above (“WLR”)~~$10, ~~during the six months ended June 30~~000,000 ~~2024,~~in the ~~Company issued an~~ aggregate ~~of 500,000 shares of restricted common stock to~~ (the ~~shareholders of~~“Note ~~WLR~~Offering” ~~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~~promissory ofnotes ~~its~~issued ~~shares of common stock~~ in connection ~~with~~therewith, the ~~agreement with the shareholders of WLR was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2~~“Notes”) ~~of the Securities Act of 1933.~~;

~~Item~~· 3.A ~~Defaults~~Custodian ~~Upon~~Agreement, ~~Senior~~wherein ~~Securities~~the Company issued 20,000,000 shares to the custodian to hold in trust as partial security for the repayment of the Notes;

~~None.~~· A consulting agreement for banking, finance, capital formation, mergers, acquisition and general corporate advisory services in exchange for monthly compensation of $100,000;

~~Item~~· 4.Consulting ~~Mine~~agreements ~~Safety~~with ~~Disclosures~~three advisors in connection with business development, valuation, global mergers and acquisitions, financial modelling services in exchange for the issuance of an aggregate of 1,348,000 shares of common stock; and

~~Not~~· ~~Applicable~~The award of 5,000,000 shares of common stock to two of the Company’s corporate advisory and operations consultants pursuant to the Company’s 2024 Equity Incentive Plan.

~~Item~~8. 5In connection with the Note Offering, during the second and third quarters of 2025, the Company issued Notes to various non-U.S. ~~Other~~investors ~~Information~~in the aggregate principal amount of $475,850.

~~Not~~9. ~~Applicable~~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.

2625

Table of Contents

Item 63. ~~Exhibits~~Quantitative and Qualitative Disclosure about Market Risk

3.	Articles of Incorporation or Bylaws
	(a)	Amended and Restated Articles of Incorporation of the Company.*
	(b)	Amended and Restated Bylaws of the Company.*
10.	Material Contracts
	(a)	Share Purchase Agreement, dated May 8, 2023, including amendment, between the Company and certain sellers, concerning the acquisition of WLR Farming (Pty) Ltd.*
	(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).

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

* FiledWe ~~herewith~~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.

** TheIn addition ~~certifications~~to ~~furnished~~foreign incurrency ~~Exhibits~~risk, ~~32.1~~our ~~and~~ability ~~32.2~~to ~~that~~generate ~~accompany~~operating ~~this~~cash ~~Quarterly~~flows ~~Report~~at onour ~~Form~~parent ~~10-Q~~company ~~are~~level ~~deemed~~could ~~furnished~~depend ~~and~~on ~~not~~the ~~filed~~ability of our ~~with~~subsidiaries ~~the~~to ~~Securities~~upstream ~~and~~funds. ~~Exchange~~South ~~Commission~~Africa and ~~are~~other ~~not~~countries toin bewhich ~~incorporated~~we bymay ~~reference~~operate ~~into~~have ~~any~~exchange ~~filing~~controls ofthat ~~the~~can, ~~Company~~from ~~under~~time to time, place restrictions on the ~~Securities Act~~exchange of ~~1933,~~local ascurrency ~~amended,~~for orforeign ~~the~~currency ~~Securities~~and ~~Exchange~~the ~~Act~~transfer of ~~1934,~~funds asabroad. ~~amended,~~These ~~whether~~controls ~~made~~and ~~before~~other controls orthat ~~after~~may be implemented in the ~~date~~future could limit the ability of ~~this~~our ~~Quarterly~~subsidiaries ~~Report on~~to ~~Form~~transfer ~~10-Q,~~cash ~~irrespective~~to ofus ~~any~~and ~~general~~make ~~incorporation~~us ~~language~~dependent upon ~~contained~~external insources ~~such~~of ~~filing~~cash and credit.

27We 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.

~~Table~~Item of4. ~~Contents~~Controls and Procedures

~~SIGNATURE~~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.

~~Pursuant~~Management assessed to the ~~requirements~~ effectiveness of ~~Section~~our 13internal orcontrol ~~15(d)~~over financial reporting as of ~~the~~September ~~Securities~~30, ~~Exchange~~2024. ~~Act~~In ofmaking ~~1934~~this assessment, management used the ~~Registrant~~criteria ~~has~~set ~~caused~~forth ~~this~~in ~~report~~Internal toControl-Integrated beFramework ~~signed~~issued by the ~~undersigned,~~Committee of Sponsoring Organizations of the Treadway ~~thereunto~~Commission ~~duly~~(COSO) ~~authorized~~in 2013.

~~Dated:~~Based upon ~~May~~our 20evaluation of internal controls, ~~2025~~our CEO and CFO determined that (i) we have a material weakness over our entity level control environment as of September 30, 2024 and (ii) our internal control over financial reporting was not effective as of September 30, 2024, inasmuch as we were not able to timely file our quarterly and annual reports as required under the Securities Exchange Act of 1934.

~~CRUCIAL INNOVATIONS CORP. /s/ Jon-Paul Doran Jon-Paul Doran Chief Executive Officer~~26

~~CRUCIAL~~Table ~~INNOVATIONS~~of ~~CORP. /s/ Darlington Mazvidza Darlington Mazvidza Chief Financial Officer~~Contents

28Part 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, 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 months ended September 30, 2024, the Company issued an aggregate of 305,082,998 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 agreement by the Company to acquire all of the share capital of WLR Farming (Pty) Ltd. as described above (“WLR”), during the nine months ended September 30, 2024, the Company issued an aggregate of 500,000 shares of restricted common stock to the shareholders of WLR 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 WLR was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not Applicable.

Item 5.

Other Information

Not Applicable.

Table of Contents

Item 6.

Exhibits

3.	Articles of Incorporation or Bylaws
	(a)	Amended and Restated Articles of Incorporation of the Company.*
	(b)	Amended and Restated Bylaws of the Company.*
10.	Material Contracts
	(a)	Share Purchase Agreement, dated May 8, 2023, including amendment, between the Company and certain sellers, concerning the acquisition of WLR Farming (Pty) Ltd.*
	(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.

Table of Contents

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 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

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