OTC: KARX
Karbon-X Corp.CIK 0001729637 · SIC 2844 · Perfumes & Cosmetics
Karbon-X Corp (or "Karbon-X" or "the Company") is a public Nevada corporation that offers investors exposure to certified carbon credits which are a key instrument used by both individuals and corporations to achieve their carbon neutral and net-zero carbon goals. The company is environmental,… About this business →
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Karbon-X registers resale of up to 13.8M shares by Mast Hill; company gets no proceeds
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Latest financial statements
From 10-K filed Sep 15, 2026 (period ending May 31, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Consolidated Statements of Operations and Comprehensive Income (Loss)
| Description | Year ended May 31, 2026 | Year ended May 31, 2025 |
|---|---|---|
| Operations | ||
| Total revenue | 55,860,322 | 3,163,772 |
| Cost of revenue | 55,000,480 | 2,362,305 |
| Gross profit | 859,842 | 801,467 |
| Marketing expenses | 3,037,475 | 2,044,903 |
| Salaries and wages | 5,558,515 | 3,774,034 |
| Professional fees | 1,471,523 | 859,088 |
| Provision for credit losses | 628,196 | - |
| Other operating expenses | 1,229,690 | 771,123 |
| Total operating expenses | 11,925,399 | 7,449,148 |
| Loss from operations | (11,065,557) | (6,647,681) |
| Interest income (expense) | (3,321,168) | (339,204) |
| Gain (loss) on investment | - | - |
| Gain (loss) on change in fair value of derivative liabilities | 845,280 | (72,927) |
| Other income (expenses) | (48,101) | 6,320 |
| Net loss before income taxes | (13,589,546) | (7,053,492) |
| Federal income tax expense | - | - |
| Net loss | (13,589,546) | (7,053,492) |
| Other comprehensive income (loss) | ||
| Foreign currency translation gain (loss) | 241,080 | (30,971) |
| Total comprehensive loss | (13,348,466) | (7,084,463) |
| Earnings Per Share | ||
| Weighted average basic and diluted shares outstanding | 86,718,447 | 83,559,068 |
| Basic and fully diluted loss per share | (0.16) | (0.08) |
Consolidated Balance Sheets
| Description | May 31, 2026 | May 31, 2025 |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | 1,155,289 | 704,346 |
| Accounts receivable, net | 634,291 | 1,782 |
| Inventories, net | 649,973 | 99,644 |
| Loan receivable, net of allowance of $628,196 | 1,137,420 | - |
| Prepaid expenses | 1,177,770 | 865,674 |
| Deposits | - | 23,815 |
| Investments in equity securities | 22,663 | 301,260 |
| Securities receivables | 1,128,863 | 3,789,651 |
| Other current assets | 155,322 | - |
| Total current assets | 6,061,591 | 5,786,172 |
| Property and equipment, net | 8,004 | 6,132 |
| Right of use asset, net | 419,543 | 503,091 |
| Contract fulfillment assets | 554,579 | - |
| Other assets | 1,547,328 | 10,682 |
| Internally developed software, net | 382,323 | 473,895 |
| Intangible assets, net | 644,345 | - |
| Total assets | 9,617,713 | 6,779,972 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
| Current liabilities | ||
| Accounts payable | 2,255,577 | 1,091,701 |
| Deferred revenue | 3,792,091 | 3,864,080 |
| Convertible notes payable, net of discounts | 1,906,056 | 2,301,666 |
| Convertible notes interest payable | 182,688 | 181,353 |
| Embedded derivative | 731,168 | 168,358 |
| Current portion of lease liabilities | 101,262 | 60,475 |
| Receivables financing obligations | 591,080 | - |
| Other current liabilities | 541,673 | 21,146 |
| Total current liabilities | 10,101,595 | 7,688,779 |
| Long-term debt | 4,880,960 | - |
| Non-current portion of lease liabilities | 369,260 | 460,266 |
| Convertible notes payable, non-current | 250,000 | - |
| Total liabilities | 15,601,815 | 8,149,045 |
| Commitments and contingencies | - | - |
| Shareholders’ equity (deficit) | ||
| Common stock $0.001 par value, 200,000,000 shares authorized, 94,885,028 and 81,992,857 shares issued and outstanding as of May 31, 2026 and May 31, 2025, respectively. | 94,885 | 81,994 |
| Additional paid-in capital | 19,283,687 | 10,563,141 |
| Accumulated deficit | (25,580,380) | (11,990,834) |
| Accumulated other comprehensive gain (loss) | 217,706 | (23,374) |
| Total shareholders’ equity (deficit) | (5,984,102) | (1,369,073) |
| Total liabilities and shareholders’ equity | 9,617,713 | 6,779,972 |
Consolidated Statements of Cash Flow
| Description | Year ended May 31, 2026 | Year ended May 31, 2025 |
|---|---|---|
| Cash flows from operating activities | ||
| Net loss | (13,589,546) | (7,053,492) |
| Adjustments to reconcile net loss to net cash: | ||
| Depreciation and amortization | 197,804 | 3,225 |
| Amortization of right of use asset | 83,548 | 29,215 |
| Amortization of debt discount | 1,003,557 | - |
| Debt discount written off on conversion and on settlement of maintenance fees | 145,088 | - |
| (Gain) loss on change in fair value of derivative liabilities | (856,389) | 168,358 |
| Accrued interest income on loan receivable | (62,164) | - |
| Provision for credit losses | 628,196 | - |
| Equity-based compensation expense | 1,263,620 | 627,495 |
| Other non-cash equity issuances, net | (4,784) | - |
| Costs incurred on contract fulfillment assets (Note 6) | (554,579) | - |
| Operating lease payments | (50,219) | 196,239 |
| Unrealized loss on equity securities and the related securities receivable, net | 11,859 | (4,090,911) |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | (632,509) | 118,502 |
| Inventories | (550,329) | 217,094 |
| Prepaid expenses | (312,096) | (888,489) |
| Other current assets | (7,888) | (166,641) |
| Accounts payable | 1,163,876 | 334,486 |
| Deferred revenue | 2,855,537 | 3,864,080 |
| Accrued interest payable | 1,312,939 | - |
| Other current liabilities | 156,750 | 141,896 |
| Intercompany balances and other assets, net | (63,511) | - |
| Cash used in operating activities | (7,861,240) | (6,498,943) |
| Cash flows from investing activities | ||
| Acquisition of property and equipment | (4,341) | (2,543) |
| Capitalized app development costs | (82,146) | - |
| Loan receivable issued | (1,703,451) | - |
| Acquisition of project pipeline (Note 5) | (666,990) | - |
| Deposits | 23,815 | - |
| Cash used in investing activities | (2,433,113) | (2,543) |
| Cash flows from financing activities | ||
| Proceeds from convertible notes payable | 5,370,145 | 2,851,863 |
| Payments on convertible notes payable | (851,969) | - |
| Proceeds from long-term debt | 4,788,155 | - |
| Proceeds from receivables financing obligations, net | 591,080 | - |
| Proceeds from short-term advance (included in other current liabilities) | 363,777 | - |
| Proceeds from sale of common stock | 242,000 | 1,709,437 |
| Cash provided by financing activities | 10,503,188 | 4,561,300 |
| Effect of translation changes on cash | 242,108 | (30,868) |
| Change in cash and cash equivalents | 450,943 | (1,971,054) |
| Cash, beginning of period | 704,346 | 2,675,400 |
| Cash, end of period | 1,155,289 | 704,346 |
| Non-cash investing and financing activities | ||
| Conversion of notes payable and accrued interest to common stock | 6,993,975 | 549,911 |
| Debt discount recognized at issuance convertible notes | 1,443,150 | 141,529 |
| Convertible note issued as consideration payable to a customer (Note 7) | 1,682,000 | - |
| Shares and warrants issued in connection with note financings | 238,625 | - |
| Reclassification of a convertible note to long-term | 250,000 | - |
| Interest prepaid at closing, withheld from the advance | 77,083 | - |
| Maintenance fees earned and settled against convertible notes payable and accrued interest | 61,431 | - |
| Derecognition of the securities receivable and deferred revenue on termination of the DevvStream forward purchase agreement | 2,927,526 | - |
| Supplemental disclosures | ||
| Cash paid for interest | 504,347 | - |
| Cash paid for income taxes | - | - |
Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About Karbon-X Corp.
Source: Item 1 (Business) from the 10-K filed September 15, 2026. Description as filed by the company with the SEC.
Item 1. Description of Business
Karbon-X Corp (or "Karbon-X" or "the Company") is a public Nevada corporation that offers investors exposure to certified carbon credits which are a key instrument used by both individuals and corporations to achieve their carbon neutral and net-zero carbon goals. The company is environmental, social and governance (ESG) principled and focuses on partnering with high-quality projects and/or companies that generate or are actively involved in the voluntary carbon credit market.
Karbon-X Corp is focused on customized transactional options for corporations to offset their carbon footprint and provides scalable access to the Verified Emissions Reduction markets. Karbon-X is changing the marketing framework of traditional carbon marketing by engaging with the public in order to fund multiple forms of technology-based greenhouse gas reduction builds.
Carbon Credit Generation
Karbon-X Corp purchases verified carbon credits from numerous vendors and resells these credits to both industry and the general public. The Company has already begun funding projects in order to generate Karbon-X Corp carbon credits of its own. Once verified these projects will generate carbon credits that will be sold on its proprietary app platform (the Company’s mobile application). The platform generated its first direct application sales during fiscal 2026; the amounts were immaterial (approximately $6,300).
Developments
On June 27, 2025, the Company completed an asset acquisition from Allcot AG consisting of a portfolio of carbon-offset projects, together with intellectual property, database and contract rights; the subsidiary shares originally contemplated under the agreement were carved out by the parties and none were transferred. The cost of the acquisition, comprising the cash consideration paid and directly attributable legal and due-diligence costs, was $666,990 (see Note 5 to the consolidated financial statements). The transaction did not meet the definition of a business combination under ASC 805-10, because substantially all of the fair value of the gross assets acquired was concentrated in the project pipeline, a group of similar identifiable assets, and no processes, workforce or operations were acquired, and was accounted for as an asset acquisition under ASC 805-50. In connection with the acquisition the Company established Karbon-X Trading Limited (Cyprus), Allcot Limited, Karbon-X Iberia SL (formerly Allcot Soluciones España S.L.) and Allcot X Colombia S.A.S., each of which is consolidated from their inception date.
Read full description ↓
For the year ended May 31, 2026 the Company generated $55,860,322 of revenue, compared with $3,163,772 for the year ended May 31, 2025, principally from industrial carbon credit trading conducted through Karbon-X Trading Limited and Karbon-X Project, Inc.
During the year ended May 31, 2026, the Company issued 380,000 shares for cash proceeds of $242,000 (an average of $0.64 per share), 1,842,061 shares as compensation valued at $681,069 (an average of $0.37 per share), 24,038 shares in settlement of a finder’s fee, 88,000 commitment shares in connection with note financings, and 10,558,072 shares upon the conversion of convertible notes payable and accrued interest. At May 31, 2026 the Company had 94,885,028 shares of common stock issued and outstanding.
On August 13, 2025, the Company issued a $3,500,000 convertible note to Hedera Foundation SEZC. The note, together with $1,135,342 of accrued interest, was converted into common stock on May 29, 2026.
During the year the Company issued convertible notes to four other lenders with an aggregate face amount of $889,000, and issued two tranches of $500,000 each under a Master Note facility with an institutional lender (the “Lender”) on January 8, 2026 and February 18, 2026. In connection with the two tranches the Company issued warrants to purchase 250,000 and 258,064 shares of common stock at an exercise price of $0.001 per share.
On January 8, 2026, the Company issued a maintenance note to the Lender in the principal amount of $1,682,000. No cash was received on issuance; the note consideration was recorded as consideration payable to a customer, presented within other assets and other current assets, in accordance with ASC 606-10-32-25 through 32-27.
On November 24, 2025, the Company drew a $5,000,000 note from a lender. The note bears interest at 18% per annum, has a five-year term and is classified as long-term debt.
On February 9, 2026, the Company advanced CAD $2,300,000 to a borrower under a secured loan agreement bearing interest at 12.00% per annum. The loan is secured by a first-priority interest in 2,666,666 common shares of a British Columbia company listed on the TSX Venture Exchange
In April 2026, the Company entered into receivables financing arrangements with two financing providers. These arrangements do not qualify for sale accounting under ASC 860 and are accounted for as secured borrowings.
Historical Company Information
Karbon-X was incorporated in the State of Nevada on September 13, 2017 under the name Cocoluv, Inc. The articles provided for 200,000,000 authorized shares. At that time Reymund Guillermo was appointed as sole officer and director. On June 9, 2020, the Corporation filed a Certificate of Amendment with the State of Nevada effectuating a 50 for 1 forward stock split. On March 1, 2022, a change of control occurred when Mr. Guillermo resigned as director and all executive officer positions with the Company. Concurrent with Mr. Guillermo’s resignation, Mr. Chad Clovis was appointed as CEO, Director and President.
On February 21, 2022 Karbon-X Corp, formerly known as Cocoluv, Inc., a Nevada Corporation (“Karbon-X”) entered into a Reorganization and Stock Purchase Agreement (the “Reorganization Agreement”) to acquire 100% of the issued and outstanding equity of Karbon-X Project, Inc., a Canadian company (“Karbon-X Project”). Effective March 21, 2022, the parties closed the Reorganization Agreement.
The Company’s principal office is located at 6575 West Loop South, Suite 500, Bellaire, TX 77401. Our telephone number is 844-462-3637. The Company email is info@karbon-x.com.
Competition
Many of our competitors have greater resources that may enable them to compete more effectively than us in the carbon credit industry.
The industry in which we operate is subject to intense and increasing competition. Some of our competitors have a longer operating history and greater capital resources and facilities, which may enable them to compete more effectively in this market. We expect to face additional competition from existing licensees and new market entrants, who are not yet active in the industry. If a significant number of competitors develop, we may experience increased competition for market share and may experience downward pricing pressure on our products as new entrants increase production. Such competition may cause us to encounter difficulties in generating revenues and market share, and in positioning our products in the market. If we are unable to successfully compete with existing companies and new entrants to the market, our lack of competitive advantage will have a negative effect on our business and financial condition.
We have identified many of our key competitors including the following:
Indigo Carbon
As the name most recognized name in the farming community, Indigo Carbon has an impressive list of well known corporate buyers like The North Face, Blue Bottle Coffee, and JP Morgan Chase. While Indigo is touted as a leader in the emerging industry, it may not be the best option for all. Indigo carbon has a proprietary software platform that allows farmers to easily input data from enrolled fields. After enrolling, farmers have access to Indigo’s agronomists and support teams to help implement changes and answer questions. Farmers only get paid for adopting new practices (ie. cover cropping, no-till, reduced N fertilizer, etc.), so if a farmer has been cover cropping for years, they are unlikely to be eligible. Right now they only service specific states (Arkansas, Colorado, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Minnesota, Mississippi, Missouri, Nebraska, North Carolina, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, and Texas).
Nori
Nori is a blockchain-enabled company whose sole mission is to be a leading carbon marketplace. Unique to the carbon-removal industry, they are powered by cryptocurrency. Through this pioneering approach, they hope to create efficient and transparent carbon removal transactions. Companies can purchase NORI tokens (whose price depends on the market price of a carbon removal credit at time of purchase). Once it has a NORI token, the company can exchange it for an NRT (or Nori Removal Token). Farmers create NRTs when they sequester 1 ton of CO2. That NRT translates into a NORI token which is priced at market value and can be sold.
TruCarbon by TruTerra
TruTerra is a subsidiary of Land O’Lakes – the world’s largest farmer owned cooperative. The current state of the program is only available to farmers with data from 2016-2020. They have a tool called Truterra Insights Engine that allows farmers to aggregate data from the past five years in a format best suited to enroll in a carbon program. Enrollment is contingent upon committing to a 20 year reporting period using the Truterra Insights Engine (carbon reporting contracts are similar to conservation easements, meaning that they can be transferred in the case of transfer of property).
Bayer Carbon Initiative
Bayer’s recently announced Carbon Initiative is still in its beginning phases with very little public detail. That said, they (like many of the other carbon credit companies on this list), will only pay farmers for adopting new cover crop or no-till/strip till practices. Bayer is a hugely influential food and agriculture company in its own right, so they have the resources and expertise to roll out a strong program after this pilot season.
Nutrien Ag
Nutrien’s core businesses are creating seeds, fertilizers, herbicides, and software to optimize farm performance. In November 2020 they announced their involvement in the carbon marketplace. Nutrien has a deep bench of agronomists on staff to provide guidance for newly enrolled farmers, so entering the market may have additional benefits for farmers looking for guidance on how best to sequester carbon. As a global retailer they have plenty of connections to influential companies who might be interested in purchasing carbon credits once the program is officially launched.
Carbon Streaming Corp
Under stream agreements, Carbon Streaming Corp. makes upfront and ongoing delivery payments to project developers for future carbon credits. This financing structure creates carbon credit projects that reduce emissions in a sustainable manner. Our streams and investments then provide us with a diversified portfolio of carbon credits with exposure to potential rising carbon prices.
Base Carbon
Base Carbon partners with corporations, sovereign entities, academic institutions and carbon reduction project developers to produce and commercialize verified carbon credits. Base Carbon differentiates itself through sourcing and underwriting and financing the maturation of nature and technology based carbon reduction credit projects. Base Carbon seeks to simplify the carbon credit economy and become a financier within the voluntary carbon markets.
Climeworks
Climeworks develops, builds and operates direct air capture machines. Climeworks captures carbon dioxide directly from the air; removing CO₂ emissions. The air-captured carbon dioxide can either be recycled and used as a raw material, or completely removed from the air by safely storing it. Climework’s machines consist of modular CO₂ collectors that can be stacked to build machines of any size.
Sales
The Company’s main revenue streams include industrial sales and subscription-based sales through a mobile app and carbon credit trading.
Industrial Sales
Karbon-X Corp primarily operates in the voluntary carbon offset market. The Company sells carbon offsets to mining, forestry, civil earthworks, transportation and oil and gas servicing companies based on their total fossil fuel consumption for individual projects. This simple platform offers companies a way to reach their carbon neutrality goals while supporting C02 reducing projects for years to come.
When companies purchase carbon offsets from Karbon-X Corp directly to offset their fossil fuel consumption the credits are retired in the name of the customer which provides transparency.
Subscription Based Sales
The general public is able purchase carbon offsets from a mobile app that is subscription based, with multiple levels of investment for every budget. Each subscription will support C02 reducing projects such as direct air capture, green hydroelectric energy production, or reforestation and will reduce greenhouse gas emissions with provable, verifiable carbon credits. The app was soft-launched in 2023 and was completed and made publicly available in March 2025. Depending on the subscription selected, subscribers are allocated verified carbon credits corresponding to approximately 200 to 400 kilograms of CO₂ per month.
Karbon-X Corp allows the general public to offset their greenhouse gas emissions from daily life with a subscriber-based app which is shareable on social media.
Totally Covered
Exceptional Reduction
Doing Your Part
Permanently offset 400 kg of CO2 /month, 4800 kg of CO2/,year
Permanently offset 300kg of CO2 /month, 3600KG of CO2/ year.
Permanently offset 200kg of CO2 /month, 2400kg of CO2 /year
200 kg per year is 60 days of central heating in a home!
600kg per year is 1,460 miles/2,350km driving in a car!
360 kg per year is 13 month energy used for one light bulb!
$19.99/month
$14.99/month
$9.99/month
$199.99/year
$149.99/year
$99.99/Year
Marketing
The Company is working with a combination of outsource marketing and influencer firms, as well as, developing internal marketing resources to launch its app globally.
App Development
The Karbon-X app was soft-launched in 2023 and was completed and made publicly available in March 2025.
Employees
As of the date of this filing on Form 10-K, the Company has 43 employees and is actively recruiting new team members at all levels of the organization. (See "Executive Compensation"). The Company believes that its relations with its employees are good.
Legal Proceedings
In February 2024, Karbon-X were notified of a former employee filing a lawsuit against the company for wrongful termination. The Company has settled this suit.
In addition, a former contractor whose engagement was terminated in January 2026 has, through counsel, asserted claims for unpaid contractor fees and has threatened litigation. No proceeding has been commenced. The Company disputes the claims, considers that it has no liability for them and has asserted claims of its own against the contractor arising from the termination. The outcome of the dispute and the amount of any loss, if any, cannot presently be estimated. Other than as described above, as of the date hereof the Company is not party to any material legal proceedings.