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 Authorized to Receive Notices and Communications)
October 5, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ☐
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 19179P109 | Page 2 of 5 Pages |
(1) | Names of reporting persons:
Morsevo Trading, Inc. |
(2) | Check the appropriate box if a member of a group (see instructions)
(a) (b) |
(3) | SEC use only
|
(4) | Source of funds (see instructions)
WC |
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
|
(6) | Citizenship or place of organization
Bahamas |
Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
4,462,125 |
(8) | Shared voting power
0 | |
(9) | Sole dispositive power
4,462,125 | |
(10) | Shared dispositive power
0 |
(11) | Aggregate amount beneficially owned by each reporting person
4,462,125 |
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
|
(13) | Percent of class represented by amount in Row (11)
5.8% |
(14) | Type of reporting person (see instructions)
CO |
CUSIP No. 19179P109 | Page 3 of 5 Pages |
Item 1. Security and Issuer.
This Schedule 13D relates to the acquisition of shares of Common Stock (the “Shares”) of Karbon-X Corp., whose principal executive offices are located at 910 7th Ave SW Calgary, AB, Canada T2P 3N8.
Item 2. Identity and Background.
Morsevo Trading, Inc. is a Bahamian corporation. Its business address is Shirley Street and Federick Steps Corner, Nassau Bahamas. Stanislav Drgon is President and 100% beneficial owner of Morsevo Trading, Inc. whose business addresss is the same as Morsevo Trading, Inc. Mr. Drgon is an investor. During the last five years, neither Morsevo nor Mr. Drgon has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Drgon is a citizen of the Slovak Republic.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons acquired the Shares in consideration for cash from working capital.
CUSIP No. 19179P109 | Page 4 of 5 Pages |
Item 4. Purpose of Transaction.
The Reporting Person acquired the Shares for investment purposes. The Reporting Person does not have any present plan or proposal as a stockholder which relates to, or would result in any action with respect to, the matters listed in paragraphs (b) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The Reporting Person acquired its interest in the shares of common stock as follows:
| a. | In December 2021 the Company issued to the Reporting Person 1,862,125 shares of common stock. |
| b. | In January 2021 the Reporting Person acquired 1,300,000 shares of common stock. |
| c. | Effective June 6, 2023, the Reporting Person acquired 200,000 shares of common stock from the Issuer upon conversion of $100,000 in outstanding debt. |
| d. | Effective October 5, 2023 the Reporting Person purchased 1,300,000 shares of common stock from an existing shareholder for $3,380,000. |
| e. | During the past 60 days the Reporting Persons have not otherwise bought or sold any securities on the open market or otherwise. |
As a result of these transactions, the reporting person currently beneficially owns 4,462,125 shares. Such shares aggregate approximately 5.8% of the issued and outstanding shares
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
CUSIP No. 19179P109 | Page 5 of 5 Pages |
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated October 12, 2023
Morsevo Trading, Inc. | ||
| By: | /s/ Stanislav Drgon | |
| Stanislav Drgon, President | |
