KARX / Karbon-X Corp. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

CARBON CREDIT PURCHASE AGREEMENT

EXHIBIT 10.9 CARBON CREDIT PURCHASE AGREEMENT This Carbon Credit Purchase Agreement (this “Agreement”), effective as of October 14, 2024 (the “Execution Date”), is entered into between Karbon-X Corp., a Nevada corporation (“Seller”), and Devvstream Holdings, Inc., an Alberta corporation (“Buyer”). Buyer was formed in connection with the Business Combination Agreement, dated September 12, 2023, as

JOINT VENTURE PARTNERSHIP AGREEMENT ASKIY KARBON LTD. AN ALBERTA CANADA JOINT VENTURE

EXHIBIT 10.7 JOINT VENTURE PARTNERSHIP AGREEMENT ASKIY KARBON LTD. AN ALBERTA CANADA JOINT VENTURE THIS JOINT VENTURE PARTNERSHIP AGREEMENT (herein after referred to as the “Agreement”) is entered into as of this day of August 2023, by and among Karbon-X Corp., a Nevada corporation (“Karbon-X”), Metis Settlements Development Corporation, an Alberta corporation (“Metis”), and Asokan Generational De

ACQUISITION AGREEMENT Karbon-X Joint Venture A BRITISH COLUMBIA JOINT VENTURE

EXHIBIT 10.8 ACQUISITION AGREEMENT Karbon-X Joint Venture A BRITISH COLUMBIA JOINT VENTURE THIS ACQUISITION AGREEMENT (herein after referred to as the “Agreement”) is entered into as of this 31st day of May 2023, by and among Karbon-X Project, Inc., a British Columbia corporation (“Karbon-X”), Silviculture Systems Corp., a Canadian corporation (“Silviculture”), and 4everforest Foundation, a Canadi

BYLAWS OF KARBON-X CORP. ARTICLE I MEETING OF STOCKHOLDERS

EXHIBIT 3.3 BYLAWS OF KARBON-X CORP. ARTICLE I MEETING OF STOCKHOLDERS SECTION 1.01. Annual Meetings. The annual meeting of stockholders for the election of Directors and for the transaction of such other proper business, notice of which is given in the notice of the meeting, shall be held on such date and at such time and place, within or without the State of Nevada, as shall be designated by the

ARTICLES OF AMENDMENT

EXHIBIT 3.2

JOINT VENTURE AGREEMENT Karbon-X Joint Venture A BRITISH COLUMBIA JOINT VENTURE

EXHIBIT 10.6 JOINT VENTURE AGREEMENT Karbon-X Joint Venture A BRITISH COLUMBIA JOINT VENTURE THIS JOINT VENTURE AGREEMENT (herein after referred to as the “Agreement”) is entered into as of this 15 day of November, 2022, by and among Karbon-X Project, Inc., a British Columbia corporation (“Karbon-X”), Silviculture Systems Corp., a Canadian corporation (“Silviculture”), and 4everforest Foundation,

ARTICLES OF INCORPORATION

EXHIBIT 3.1

Subsidiaries of Karbon-X Corp.:

EXHIBIT 21.1 Subsidiaries of Karbon-X Corp.: Karbon-X Project, Inc. Karbon-X Trading Limited Karbon-X USA Corp. Karbon-X Bahamas Ltd Allcot Limited Allcot X Colombia S.A.S Allcot Senegal Suarl Allcot Soluciones España S.L

KARBON-X CORP. 2024 EMPLOYEES’, OFFICERS, DIRECTORS’ AND CONSULTANTS’ STOCK OPTION PLAN

EXHIBIT 10.5 KARBON-X CORP. 2024 EMPLOYEES’, OFFICERS, DIRECTORS’ AND CONSULTANTS’ STOCK OPTION PLAN Upon adoption by the Board of Directors, this 2024 Employees’, Directors’, Officers’ and Consultants’ Stock Option Plan (the “Plan”) authorizes Karbon-X Corp. to issue options to purchase up to 5,000,000 shares of common stock, on terms to be determined pursuant to option agreements, to its Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the fiscal year ended May 31, 2025 000-56288 (Commission file number) Karbon-X Corp. (Exact name of registrant as specified in its charter

Subsidiaries of Karbon-X Corp.:

EXHIBIT 21.1 Subsidiaries of Karbon-X Corp.: Karbon-X Project, Inc. Karbon-X Trading Limited Karbon-X USA Corp. Karbon-X Bahamas Ltd Allcot Limited Allcot X Colombia S.A.S Allcot Senegal Suarl Allcot Soluciones España S.L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the fiscal year ended May 31, 2025 000-56288 (Commission file number) Karbon-X Corp. (Exact name of registrant as specified in its charter) Nevada 82-288234

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: May 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2025 (August 21, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2025 (August 21, 2025) Karbon-X Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56002 82-2882342 (State or Other Jurisdiction of Incorporation) (Com

Asset Purchase Agreement (“Asset Purchase Agreement”) dated as of the 14th of May 2025 by and between

EXHIBIT 10.1 Asset Purchase Agreement (“Asset Purchase Agreement”) dated as of the 14th of May 2025 by and between Allcot AG Bahnhofstrasse 10, 6300 Zug, Switzerland (the "Seller") and Karbon-X Corp. 540 5th AVE SW, Calgary Alberta T2P0M2, Canada (the "Purchaser" and, together with the Seller, the "Parties") regarding certain of the Seller's assets 1. Recitals aa) The Seller is a stock corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 (June 24, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 (June 24, 2025) Karbon-X Corp. (Exact name of registrant as specified in its charter) Nevada 000-56002 82-2882342 (State or other jurisdiction of incorporation) (Commiss

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 February 28, 2025 Commission File Number 000-56

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 February 28, 2025 Commission File Number 000-56288 KARBON-X CORP. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: February 28, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 (February 17, 2025) KARBON-X CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56002 82-2882342 (State or Other Jurisdiction of Incorporation)

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 November 30, 2024 Commission File Number 000-56

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 November 30, 2024 Commission File Number 000-56288 KARBON-X CORP. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: November 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o

KARX / Karbon-X Corp. / Hummingbird STAR Trust - SC 13D/A Activist Investment

SC 13D/A 1 karxsc13da.htm SC 13D/A Securities and Exchange Commission, Washington, D.C. 20549 Amendment No. 1 Schedule 13D Under the Securities Exchange Act of 1934 Karbon-X Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 19179P109 (CUSIP Number) M. Richard Cutler, Cutler Law Group, PC, 6575 West Loop South, Suite 500, Bellaire, TX 77401 (Name, Address and Telephone Number of Pe

Advertising & Promotional Agreement by and between Oilers Entertainment Group Canada Corp and Karbon-X Project, Inc. dated as of October 25, 2024

1 EXHIBIT 10.1 ADVERTISING & PROMOTIONAL AGREEMENT This advertising and promotional agreement including the attached General Terms and Conditions (the “Agreement”) is made effective July 1, 2024 (the “Effective Date”) by and between Oilers Entertainment Group Canada Corp. (“OEG”), having its principal office at 300, 10214 104 Avenue, Edmonton, Alberta T5J 0H6, and Karbon-X project Inc. (the “Adver

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 (October 25, 2024) Karbon-X Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56002 82-2882342 (State or Other Jurisdiction of Incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 August 31, 2024 Commission File Number 000-56288 KARBON-X CORP. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: August 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

List of Subsidiaries

EXHIBIT 21 Subsidiaries of Karbon-X Corp.: Karbon-X Project, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the fiscal year ended May 31, 2024 000-56288 (Commission file number) Karbon-X Corp. (Exact name of registrant as specified in its charter) Nevada 82-288234

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: May 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on For

KARX / Karbon-X Corp. / Hummingbird STAR Trust - SC 13D Activist Investment

Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 Karbon-X Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 19179P109 (CUSIP Number) M. Richard Cutler, Cutler Law Group, PC, 6575 West Loop South, Suite 500, Bellaire, TX 77401 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communicatio

Karbon-X Corp. 2024 Employees’, Directors’, Officers’ and Consultants’ Stock Option Plan

EXHIBIT 10.1 KARBON-X CORP. 2024 EMPLOYEES’, OFFICERS, DIRECTORS’ AND CONSULTANTS’ STOCK OPTION PLAN Upon adoption by the Board of Directors, this 2024 Employees’, Directors’, Officers’ and Consultants’ Stock Option Plan (the “Plan”) authorizes Karbon-X Corp. to issue options to purchase up to 5,000,000 shares of common stock, on terms to be determined pursuant to option agreements, to its Employe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024 (June 25, 2024) Karbon-X Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56002 82-2882342 (State or Other Jurisdiction of Incorporation) (Commiss

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2024 (June 13, 2024) KARBON-X CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56002 82-2882342 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 February 29, 2024 Commission File Number 000-56288 KARBON-X CORP. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: February 29, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 Commission File Number 000-56288 KARBON-X CORP. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 November 30, 2023 Commission File Number 000-56288 KARBON-X CORP. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: November 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o

KARX / Karbon-X Corp / Morsevo Trading, Inc. - SC 13D Activist Investment

SC 13D 1 karxsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 Karbon-X Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 19179P109 (CUSIP Number) M. Richard Cutler, Cutler Law Group, PC, 6575 West Loop South, Suite 500, Bellaire, TX 77401 (Name, Address and Telephone Number of Person Aut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 August 31, 2023 Commission File Number 000-56288 KARBON-X CORP. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: August 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

List of Subsidiaries

EXHIBIT 21 Subsidiaries of Karbon-X Corp.: Karbon-X Project, Inc.

Acquisition Agreement dated May 31, 2023 between the Company, Silviculture Systems Corp. and 4everforest Foundation.

EXHIBIT 10.5 ACQUISITION AGREEMENT Karbon-X Joint Venture A BRITISH COLUMBIA JOINT VENTURE THIS ACQUISITION AGREEMENT (herein after referred to as the "Agreement”) is entered into as of this 31st day of May 2023, by and among Karbon-X Project, Inc., a British Columbia corporation (“Karbon-X”), Silviculture Systems Corp., a Canadian corporation (“Silviculture”), and 4everforest Foundation, a Canadi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the fiscal year ended May 31, 2023 000-56288 (Commission file number) Karbon-X Corp. (Exact name of registrant as specified in its charter) Nevada 82-288234

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: May 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on For

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement KARBON-X CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 (June 1, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 (June 1, 2023) Karbon-X Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56002 82-2882342 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 February 28, 2023 Commission File Number 000-56288 KARBON-X CORP. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 November 30, 2022 Commission File Number 000-56288 KARBON-X CORP. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: November 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 (November 29, 2022) Karbon-X Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56002 82-2882342 (State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 August 31, 2022 Commission File Number 000-56288 KARBON-X CORP. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the fiscal year ended May 31, 2022 000-56288 (Commission file number) Karbon-X Corp. (Exact name of registrant as specified in its charter) Nevada 82-288234

List of Subsidiaries

EXHIBIT 21 Subsidiaries of Karbon-X Corp.: Karbon-X Project, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-56288 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: May 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on For

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 (June 1, 2022) Karbon-X Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56002 82-2882342 (State or Other Jurisdiction of Incorporation) (Commiss

Commercial Lease Agreement dated May 6, 2022 between the Company and 459063 Ltd. (incorporated by reference to Exhibit 3.1(i) of the Company’s filing on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022)

EXHIBIT 10.4

Employment Agreement dated February 17, 2022 between the Company and Marita Dautel (incorporated by reference to Exhibit 3.1(i) of the Company’s filing on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022)

EXHIBIT 10.3

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 (March 21, 2022) Karbon-X Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-56002 82-2882342 (State or Other Jurisdiction of Incorporation) (Commis

Employment Agreement dated February 17, 2022 between the Company and Chad Clovis (incorporated by reference to Exhibit 3.1(i) of the Company’s filing on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022)

EXHIBIT 10.2

Reorganization Agreement among Karbon-X Corp., Karbon-X Project and Reymund Guillermo dated as of February 21, 2022. (incorporated by reference to Exhibit 3.1(i) of the Company’s filing on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022)

EXHIBIT 10.1 REORGANIZATION AND STOCK PURCHASE AGREEMENT This REORGANIZATION AND STOCK PURCHASE AGREEMENT dated as of February 21, 2022 (this "Agreement") is by and among Cocoluv, Inc., a Nevada corporation (?Cocoluv?), Reymund Guillermo (the ?Cocoluv Shareholder?), and Karbon-X Project Inc., a British Columbia corporation ("Acquiror") and shareholders of Acquiror (?Acquiror Shareholders?). RECITA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 February 28, 2022 Commission File Number 000-56002 KARBON-X CORP. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 November 30, 2021 Commission File Number 333-227066 CocoLuv Inc. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 August 31, 2021 Commission File Number 000-56288 CocoLuv Inc. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-56288

NT 10-Q 1 cclvnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-56288 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: August 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 coco10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended May 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 333

Letter from PLS CPA, A Professional Corp.

EXHIBIT 16.1 PLS CPA, A PROFESSIONAL CORP. ♦ 4725MERCURY STREET #210 ♦ SAN DIEGO ♦ CALIFORNIA 92111 ♦ ♦ TELEPHONE (858)722-5953 ♦ FAX (858) 858-761-0341 ♦ FAX (858) 433-2979 ♦ E-MAIL [email protected] ♦ August 10, 2021 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-7561 Re: Cocoluv Inc. Dear Madame or Sir On July 12, 2021 our appointment as auditor for Cocoluv Inc., ce

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 10, 2021 Date of Report (Date of earliest event reported) COCOLUV INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 333-227066 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 COCOLUV, INC. (Exact name of Registrant as specified in its charter) Nevada 82-2882342 (State of Incorporation) (I.R.S. Employer Identification No.) 1390 Main Street, Suite 200, San Francisco, CA

Quarterly Report - FORM 10-Q

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 February 28, 2021 Commission File Number 333-227066 CocoLuv Inc. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizati

Quarterly Report - FORM 10-Q

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 November 30, 2020 Commission File Number 333-227066 CocoLuv Inc. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizati

Quarterly Report - FORM 10-Q

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 August 31, 2020 Commission File Number 333-227066 CocoLuv Inc. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organization)

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended May 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 333-227066 COCOLUV INC. (Exact n

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2020 Commission File Number 333-227066 CocoLuv Inc. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizati

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2019 Commission File Number 333-227066 CocoLuv Inc. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: November 30, 2019 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o

Dated November 19, 2019 Prospectus Supplement COCOLUV INC. 3,000,000 shares of common stock

Registration Statement No. 333-227066 Filed Pursuant to Rule 424(b)(3) Dated November 19, 2019 Prospectus Supplement COCOLUV INC. 3,000,000 shares of common stock This Prospectus Supplement amends and supplements the Prospectus filed on Form S-1A dated December 21, 2018 (the ?Prospectus?) of CocoLuv Inc. (?COCOLUV?) relating to the initial offering of common stock and no public market currently ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2019 Commission File Number 333-227066 CocoLuv Inc. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdiction of incorporation or organization

Dated August 28, 2019 Prospectus Supplement COCOLUV INC. 3,000,000 shares of common stock

Registration Statement No. 333-227066 Filed Pursuant to Rule 424(b)(3) Dated August 28, 2019 Prospectus Supplement COCOLUV INC. 3,000,000 shares of common stock This Prospectus Supplement amends and supplements the Prospectus filed on Form S-1A dated December 21, 2018 (the ?Prospectus?) of CocoLuv Inc. (?COCOLUV?) relating to the initial offering of common stock and no public market currently exis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended May 31, 2019 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 333-227066 COCOLUV INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 cocoluv10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2019 Commission File Number 333-227066 CocoLuv Inc. (Exact name of registrant as specified in its charter) Nevada 82-2882342 (State or other jurisdictio

February 7, 2019

February 7, 2019 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Mail Stop 7010 100 F Street, NE Washington, DC 20549 Attn: Jenn Do Division of Corporation Finance Office of Manufacturing and Construction Re: CocoLuv Inc.

Verbal Loan Agreement

EXHIBIT 10.1 Verbal Loan Agreement – CocoLuv. and Reymund Guillermo As per Item 601(b)(10) of Regulation S-K; Where a registrant is party to an oral contract that would be required to be filed as an exhibit pursuant to Item 601(b)(10) if it were written, the registrant should provide a written description of the contract similar to that required for oral contracts or arrangements pursuant to Item

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (amendment 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COCOLUV INC. (Exact name of registrant as specified in its charter) NEVADA 2844 82-2882342 (State o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (amendment 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COCOLUV INC. (Exact name of registrant as specified in its charter) NEVADA 2844 82-2882342 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 1

December 20, 2018

December 20, 2018 Jenn Do Division of Corporation Finance Office of Manufacturing and Construction Securities and Exchange Commission Washington, D.

Subscription Agreement

EXHIBIT 3.3 SUBSCRIPTION AGREEMENT COCOLUV INC. 1390 Main Street, Suite 200 San Francisco, California 97204 Telephone Number: (800) 294-8513 A. Instructions. Each person considering subscribing for the Shares should review the following instructions: Subscription Agreement: Please complete, execute and deliver to the Company the enclosed copy of the Subscription Agreement. The Company will review

BYLAWS COCOLUV INC.

EX-3.2 3 cocoluvex32.htm BY-LAWS EXHIBIT 3.2 BYLAWS OF COCOLUV INC. As in effect on September 30, 2017 TABLE OF CONTENTS ARTICLE I OFFICES Page 1.1 Business Office 1 1.2 Registered Office 1 ARTICLE II SHARES AND TRANSFER THEREOF 2.1 Regulation 1 2.2 Stock Certificates: Facsimile Signatures and Validation 1 2.3 Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip 1 2.4 Cancellation

Articles of Incorporation

EXHIBIT 3.1 1 2 3

BYLAWS COCOLUV INC.

EXHIBIT 3.2 BYLAWS OF COCOLUV INC. As in effect on September 30, 2017 TABLE OF CONTENTS ARTICLE I OFFICES Page 1.1 Business Office 1 1.2 Registered Office 1 ARTICLE II SHARES AND TRANSFER THEREOF 2.1 Regulation 1 2.2 Stock Certificates: Facsimile Signatures and Validation 1 2.3 Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip 1 2.4 Cancellation of Outstanding Certificates and

September 26, 2018

September 26, 2018 Jenn Do Division of Corporation Finance Office of Manufacturing and Construction Securities and Exchange Commission Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (amendment 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COCOLUV INC. (Exact name of registrant as specified in its charter) NEVADA 2844 82-2882342 (State o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (amendment 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COCOLUV INC. (Exact name of registrant as specified in its charter) NEVADA 2844 82-2882342 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 1

Articles of Incorporation

EXHIBIT 3.1 1 2 3

Subscription Agreement

EXHIBIT 3.3 SUBSCRIPTION AGREEMENT COCOLUV INC. 1390 Main Street, Suite 200 San Francisco, California 97204 Telephone Number: (800) 294-8513 A. Instructions. Each person considering subscribing for the Shares should review the following instructions: Subscription Agreement: Please complete, execute and deliver to the Company the enclosed copy of the Subscription Agreement. The Company will review

Verbal Loan Agreement

EXHIBIT 10.1 Verbal Loan Agreement ? CocoLuv. and Reymund Guillermo As per Item 601(b)(10) of Regulation S-K; Where a registrant is party to an oral contract that would be required to be filed as an exhibit pursuant to Item 601(b)(10) if it were written, the registrant should provide a written description of the contract similar to that required for oral contracts or arrangements pursuant to Item

Articles of Incorporation [1]

EXHIBIT 3.1 1 2 3

Subscription Agreement

EXHIBIT 3.3 SUBSCRIPTION AGREEMENT COCOLUV INC. 1390 Main Street, Suite 200 San Francisco, California 97204 Telephone Number: (800) 294-8513 A. Instructions. Each person considering subscribing for the Shares should review the following instructions: Subscription Agreement: Please complete, execute and deliver to the Company the enclosed copy of the Subscription Agreement. The Company will review

By-Laws Inc. [2]

EXHIBIT 3.2 BYLAWS OF COCOLUV INC. As in effect on September 30, 2017 -1- TABLE OF CONTENTS Page ARTICLE I OFFICES 1.1 Business Office 5 1.2 Registered Office 5 ARTICLE II SHARES AND TRANSFER THEREOF 2.1 Regulation 5 2.2 Stock Certificates: Facsimile Signatures and Validation 5 2.3 Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip 5 2.4 Cancellation of Outstanding Certificates

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COCOLUV INC. (Exact name of registrant as specified in its charter) NEVADA 2844 82-2882342 (State or other jurisd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COCOLUV INC. (Exact name of registrant as specified in its charter) NEVADA 2844 82-2882342 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 1390 Main Stree