UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington,
WASHINGTON, D.C. 20549
FormFORM 10-K
[X] Annual Report pursuant to Section☒ ANNUAL REPORT UNDER SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 20172023
[ ] Transition Report pursuant to Section☐ TRANSITION REPORT UNDER SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to __________________
Commission File Number: file number: 333-213009
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(Exact name of |
Nevada |
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(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | ( Identification | ||
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Kiranthidiya road 114, Beruwala, Sri Lanka, 1207010 North Newnan Street, Suite A
Jacksonville, FL 32202
Phone: +17027510467
E-mail: office@geantcorp.com(904) 595 5820
(Address, including zip code, and telephone number,
Includingincluding area code, of registrant’s principal executive offices)
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1Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value of $0.001
(Title of each class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ Nox☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ Nox☒
Indicate by check markcheckmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)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. Yesx☐ 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 ☒
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ Nox☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”filer”, “accelerated filer”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):.
☐ Large accelerated filer | ☐ Accelerated filer | |||||
☒ Non-accelerated filer | ☒ Smaller reporting company | |||||
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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 (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ Nox☒
The aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of December 31, 2022, was $173,600.
State the number of shares outstanding of each of the issuer'sissuer’s classes of common equity, as of the latest practicable date: 2,855,00044,254,938 common sharesissued and outstanding as of August 15, 2017.
231, 2023.
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TABLE OF CONTENTS
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Market for Common Equity and Related Stockholder Matters |
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Management’s Discussion and Analysis of Financial Condition and Results of |
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Quantitative and Qualitative Disclosures |
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Financial Statements and Supplementary |
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Changes In and Disagreements |
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9A(T) Controls and Procedures |
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10. Directors, Executive Officers, Promoters and Control Persons of the Company |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder |
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Certain Relationships and Related Transactions |
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Principal Accounting Fees and |
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PART I
Forward-looking statements
Statements made in this Form 10-K that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Item 1. Description of Business
Forward-looking statementsGeneral
Statements madeCannabis Suisse Corp. (the “Company”, “we” or “our”) is engaged in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuantthe rental of commercial office and industrial space. We currently sublease a portion of a commercial building to a third party. We lease the safe harbor provisions of Section 27Abuilding from a company controlled by our CEO. Since our CEO assumed control of the Securities Act of 1933 (the "Act") and Section 21ECompany in June 2022, we have no involvement in any aspect of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.cannabis industry.
Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
Organization within the Last Five Years
We were incorporated in the State of Nevada on February 26, 2016. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. Our business office is located atKiranthidiya road 114, Beruwala, Sri Lanka, 12070. Our telephone number is +17027510467.
In General
We were incorporated in the State of Nevada on February 26, 2016. We just recently started our operations. Our business is the production of paper made from elephant dung (poo) for making different stationery products and distribution thereof primarily in Sri Lanka. We have generated limited revenues since inception and our principal business activities to date also consist of creating a business plan, purchasing a domain-name for our prospective webpage.
We are not a “shell company” within the meaning of Rule 405, promulgated pursuant to Securities Act, because we do have hard assets and real business operations.The total estimated minimum amount of funds required to develop our business is approximately $20,000. We need funds for offering costs, general administrative expenses, production equipment purchase, business development, marketing costs, support materials and costs associated with being a publicly reporting company. We have generated limited revenues from operations to date.
We will disperse our items in Sri Lanka and neighboring countries. We plan to use various distribution channels for various types of customers. As a rule we arranged for a wholesale exchange, however in future we can make some items for various traveler shops and kiosks; corporate customers and individual customers will be covered by our web page and targeted marketing exercises.
Product Overview
Geant Corp.’s business is in making unique products to be sold to both mass-market customers and individual clients in future.We want to focus on something that is socially and environmentally responsible so we are contributing to the solution and not adding to the problem. We want to work with something that had more meaning to us, something we could be passionate about, and that possibly could have an important social statement attached to it. All of our paper products are 100% recycled. They do not have any smell. They are made up of 70% fiber from elephant dung and 30% post-consumer paper. All papers everywhere are made from a pulp mixture derived from fiber materials. The most common papers today come from wood fiber pulp from cut trees. Our fibers of choice, of course, are dung fibers. We use the dung fibers from elephants to make our dung paper products.
All elephants that generate the dung that we require for our process have at least two things in common:
1)All are herbivores and have highly fibrous diets of different plants and vegetation.
2)All possess inefficient digestive systems that do not completely digest and breakdown all the fibers that they eat. This results in a significant amount of fibers remaining intact when these animals dung. There are no toxic chemicals used in our paper making process. Natural vegetative binding agents, along with water-soluble salt dyes for coloring are used.
Our dung papers are handmade and acid free.
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We are focused on the production of dung paper for mass-market customers to give them the ability of making different stationery products, souvenirs, tourist-oriented products, up-market gifts and interior design items from natural products on advanced and unique designs. It would be easier for them to buy raw materials (paper) from us to produce needed products instead of making paper. It is easier for us at the beginning to set up the production of paper instead of setting up the whole paper production and of different kinds of stationery products at the same time. In the future we have plans about production of some additional stationery items aside from paper.
Geant Corp. has the ability to product handmade dung paper for making such original items as, for example:
Bags
Frames
Photo Albums
Notebooks
Stationery
Cards
However, first, we intend to launch a mass production of inexpensive handmade dung paper for making different stationery products and various tourist souvenirs, which were made using elephant dung.
Potential Customers
Our President and Director, Suneetha Nandana Silva Sudusinghe, will showcase our item and arrange with potential clients and wholesale purchasers. We expect to create and keep up a database of potential corporate customers who might be keen on our items. We will catch up with these customers intermittently and offer them free samples, presentations and uncommon rebates now and again.
Two fundamental classifications of our customers are:
Wholesale exchange; speaking to expansive organizations, which are assembling diverse stationery items. It is preference for them to purchase fit dung paper instead of making it themselves. Furthermore they have an opportunity to concentrate on the manufacturing process of stationery items.
Corporate customers, speaking to extensive, medium and little scale organizations, different affiliations and so on. This is a somewhat generous fragment of the business sector, which develops and routinely creates interest for different corporate blessings, gifts; things that advance brand mindfulness and so on.
Competition
We know that there are a number of obstacles to entering the market of dung paper items and the competition is rather high. There are several companies that offer comparative items and we will have to compete with them. We see the main competitive advantage of our competitors in the established customer base and marketing outlets. Howbeit, we arranged on a wholesale exchange, for the most part, so we will have capacity to offer our item for extensive organizations in huge amount. So our item is more extensive, and quality is better, ways to deal with business are more flexible.
One of our biggest competitive advantages is that our item is raw material for different companies. So we would have a major measure of delivering item at the brief timeframe.
Some of the factors that may affect our business are as follows:
1. Number of Competitors Increase: different companies may follow our business model of distributing high quality paper items made from elephant dung, which will reduce our competitive edge.
2. Price: Our competitors may be selling similar product at a lower price forcing us to lower our prices as well and possibly sell our product at loss.
3. Substitute Products: competitors may substitute items made from elephant dung with comparable items made from dung of some other animals.
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Marketing
Our sole director and chiefexecutive officer, Suneetha Nandana Silva Sudusinghe, will be in charge of promoting of our company and our high quality dung paper. We intend to use such marketing strategies as web advertisements, direct mailing, and phone calls to acquire potential customers. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words and meta-tags, and utilizing link and banner exchange options. We will utilize numerous Internet showcasing instruments to direct activity to our site and distinguish potential clients. As of the date of this prospectus we have already purchased a website (www.geantcorp.com) and plan to develop it. We already have some description of our item, the procedure of production and incorporate some broad data and pictures of items companies can make from our paper.
Our site portrays samples of products which company is able to produce, the production procedure, and incorporates some broad data and pictures of high quality dung paper. We plan to utilize Internet advancement apparatuses on Facebook and Twitter to publicize our company and make connections to our site.
We will intend to continue our marketing efforts during the life of our operations. There is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.
Description of property
Our sole officer and director, Suneetha Nandana Silva Sudusinghe, has agreed to provide us his own premises at no charge. He will not take any fee for these premises. This premise is used for production of the goods.
OnSeptember 28, 2016 the Company has signed Rent office agreement, beginning on January 1, 2017 and will terminate on January 01, 2018. These premises will be used asrepresentative office for the customers. The rent payment is $120 per month. As of May 31, 2017 we have $600 of rent expense.
Insurance
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.
Research and Development Expenditures
We have not incurred any research expenditures since our incorporation.
Bankruptcy or Similar Proceedings
There has been no bankruptcy, receivership or similar proceeding.
Employees; Identification of Certain Significant Employees
We currently do not have no employees, other than ourany employees. Our sole officer and director Suneetha Nandana Silva Sudusinghe.serves as a consultant to the Company on a part-time basis.
Item 1A. Risk Factors
Not applicableRisks Related to smaller reporting companies.Our Business.
Limited Operations. Our current business operations consist of subleasing a portion of a building we lease from a company controlled by our CEO. As a result, we currently have limited operations. No assurance can be given that we will have any business operation going forward that sufficiently covers our cost structure.
Lack of Operating Funds-Going Concern. We do not have a bank account. Our CEO, who is also our sole director, pays our expenses through an escrow account set up for the benefit of the Company. In the event this source of funding ceases before we are able to sustainably increase our business operations there is substantial doubt as to the Company’s ability to continue as an ongoing enterprise.
Limited Management. We have no employees. Our CEO also serves as our CFO on a part-time consultant basis. This lack of personnel adversely affects our ability to develop and grow our business.
Risks Related to our Common Stock
Voting Control is Held by One Stockholder. Our sole Director and CEO holds a majority of the voting stock of the Company. As a result, he will be able to control the election of directors to our Board of Directors and our business and affairs, including any determination with respect to mergers or other business combinations, the acquisition or disposition of any assets, the incurrence of additional indebtedness, the issuance of additional shares of our common and preferred stock or any other equity securities, the recapitalization, repurchase or redemption of our common stock and the payments of any dividends.
Penny Stock Considerations Lack of Proprietary Broker-Dealer Quotations. Our shares are “penny stocks” as that term is generally defined in the Securities Exchange Act of 1934 as equity securities with a price of less than $5.00. As a result, the “penny stock rules’ apply. Such rules require, among other things, that brokers who trade “penny stocks” to persons other than “established customers” complete certain documentation, make suitable inquires of investors and provide investors with certain information concerning trading in the security, including a risk disclosure
document and quote information under certain circumstances. Many brokers have decided not to trade “penny stocks” and, as a result, the number of broker-dealers willing to act as market makers is limited. Because our securities are subject to the “penny stock” rules, investors will find it more difficult to dispose of our securities because of the requirements. Because our securities are subject to these rules it will make it more difficult to obtain needed capital in the future. Currently, our securities are not eligible for proprietary broker-dealer quotes. Therefore, our securities have a higher risk of wider spreads, increased price volatility and price dislocation. In addition, the liquidity for our securities may be adversely affected with a corresponding decrease in the price of our securities.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.None.
Item 2. Description of Property
We do not own any property except minimal office furniture. We lease our office from a company controlled by our CEO. In February 2023, the Company leased two real estate orproperties, and one of which is for the office and the other properties. to be subleased for rental income. The Company sub-leased a portion of its leased office building for one year from February 2023 to January 2024.
Item 3. Legal Proceedings
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
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None.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
ThereCommon stock of the Company is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quotedPink tier of the OTC Markets Group Inc under the symbol “CSUI”. The closing price of our common stock on the OTC Bulletin BoardPink on September 6, 2023, was $0.02 Set forth below is often thinthe high and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future forlow bid information of our common stock.stock for each quarter for the last two fiscal years. The quotations reflect inter-dealer prices, without retail markup. Mark-down or commissions and may not represent actual transactions.
FY 2022 |
| High |
| Low | ||
Quarter ended August 31 |
| $ | 0.08 |
| $ | 0.03 |
Quarter ended November 30 |
| $ | 0.08 |
| $ | 0.03 |
Quarter ended February 28 |
| $ | 0.03 |
| $ | 0.02 |
Quarter ended May 31 |
| $ | 0.03 |
| $ | 0.01 |
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| High |
| Low | ||
Quarter ended August 31 |
| $ | 0.30 |
| $ | 0.01 |
Quarter ended November 30 |
| $ | 0.21 |
| $ | 0.03 |
Quarter ended February 28 |
| $ | 0.15 |
| $ | 0.03 |
Quarter ended May 31 |
| $ | 0.12 |
| $ | 0.02 |
Number of Holders
OTC Bulletin Board securities are not listed or traded on the floorAs of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted throughAugust 31, 2023, there were a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirementstotal of a regional or national stock exchange.15 stockholders of record.
Number of Holders
As of May 31, 2017, the2,855,000issued and outstanding shares of common stock were held by a total of 31 shareholder of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal yearyears ended May 31, 20172022 and 2016. 2021. We do not expect to pay any dividends in the near future.
Recent Sales of Unregistered SecuritiesAuthorized Capital Stock
The Company has 75,000,000, $0.001 par value250,000,000 shares of common stock, authorized.
On April 22, 2016, the Company issued 2,000,000$0.001 par value, and 20,000,000 shares of commonpreferred stock, to a director for cash proceeds of $2,000 at $0.001 per share.par value, authorized.
Purchase of our Equity Securities by Officers and Directors
On April 22, 2016, the Company offered and sold 2,000,000 restricted shares of common stock to our president and director, Suneetha Nandana Silva Sudusinghe, for a purchase price of $0.001 per share, for aggregate offering proceeds of $2,000,pursuant to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.
Other Stockholder Matters
None.
Item 6. Selected Financial Data [Reserved]
Not applicable to smaller reporting companies.
Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
Background
In June 2022, the majority stockholder, who served as the Company’s CEO sold his stock position to the current CEO and sole director. At such time the Company ceased any and all operations associated with the cannabis industry. The Company then focused its efforts toward real estate operations. In February 2023, we leased a commercial building from a company controlled by our CEO and subleased a portion of the building to a third party. The term of the sublease is one year and the annual rent is $30,000.
Results of operations for the fiscal year ended May 31, 2022, reflect the prior operations of the Company when it was involved in the cannabis business. Consequentially, the financial results of operation for that period have no relevance to the Company current operations.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report.Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
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Results of Operations for the yearyears ended May 31, 20172023, and 2016:2022:
Revenue and cost of goods sold
For the year ended May 31, 20172022, the Company generated total revenue of $14,192$7,770 from selling products to the customer.customers. The cost of goods sold for the year ended May 31, 20172022, was $3,898,which represent the cost of raw materials.$1,734.
For the year ended May 31, 20162023, the Company generated nototal revenue. of $10,000 from its real estate renting business. The cost of renting for the year ended May 31, 2023 was $9,166.
Operating expenses
Total operating expenses for the year ended May 31, 20172022 were $36,966.$163,191. The operating expenses for the year ended May 31, 20172022 included advertising expenseprofessional fees of $11,970; bank charges of $1,111;$25,580; depreciation expense of $2,588; legal fees$1,999 and general and administrative expenses of $3,200; audit fees of $11,000; office supplies of $1,577; professional fees of $4,920; rent expense of $600.$135,612.
Total operating expenses for the year ended May 31, 20162023 were $433.$343,516. The operating expenses for the year ended May 31, 20162023, included website expenseprofessional fees of $280; bank charges$278,570 which included $78,420 of $120;legal fees, $36,200 in accounting,
other consulting fees of $128,700 and $35,250 in audit fees; depreciation expense of $33.
Net Loss$4,244 and general and administrative expenses of $60,702.
The net lossincrease in operating expenses is related to the increase of the professional fees due to significance of business activities and SEC filings in the year ended May 31, 2023. In February 2023, the Company signed two leases with a related party for two real properties, respectively for its own office and also sub-leased 50% of one property to a third party.
The total other expenses (income) for the years ended May 31, 2023 and 2022 were $8,865 and $30,735, respectively. The other expenses for the year ended May 31, 20172023 contained only interest expenses of $8,865, while for the year ended May 31, 2022, the other expenses contained $63,579, loss on asset disposal of $2,384, gain on extinguishment of debt and 2016gain on fair value the derivative liabilities, and the net of those items was $26,672 and $433.the expense of $30,735.
Net Loss
The net loss for the years ended May 31, 2023 and 2022 was $351,547 and $187,890, respectively.
Liquidity and Capital Resources and Cash Requirements
Atyear endedAs of May 31, 2017,2023, the Company had cash of $6,185 ($1,065 as of May 31, 2016).Furthermore,$199. Furthermore, the Company had a working capital deficit of $13,095 (deficit of $353 as ofMay$329,092 and $274,092 on May 31, 2016).2023 and 2022, respectively.
During theyear ended May 31, 2017,2023, the Company used $32,221$163,960 of cash in operating activities due to its net loss andof $351,547; depreciation of $4,244; stock payment for services of $124,000; increase in prepaid expenses of $823, increase in inventory of $7,034; decrease in accounts payable of $280$10,770; increase in accrued interest of $8,865; and depreciationincrease in prepayments of $2,588. $4,500.
During theyear ended May 31, 2016,2022, the Company used $2,082$32,089 of cash in operating activities due to its net loss and increaseof $187,890; depreciation of $1,999; gain on extinguishment of debt of $32,774; change in inventoryfair value of $1,962;derivative liability $2,454; amortization of debt discount $63,579; increase in accounts payable of $280$883; increase in accrued wages of $120,000, decrease in inventory of $1,734; increase in loss on asset disposal of $2,384 and depreciationdecrease in prepaid expenses of $33. $450.
During the years ended May 31, 2023 and 2022 the Company did not have cash in investing activities.
During the year ended May 31, 20172023, the Company used $22,852generated $164,159 of cash in investingfinancing activities, spent on purchasewhich came from advances from related parties of equipment.$29,159, and convertible notes payable of $135,000.
During the year ended May 31, 20162022, the Company used $1,953 of cash in investing activities, spent on purchase of equipment.
During the year ended May 31, 2017, the Company generated $60,195increase $32,089 of cash in financing activities, which came fromloan advances from director and shares purchase.related parties.
During the year endedIn its audited financial statements as of May 31, 2016,2023, the Company generated $5,100 of cash in financing activities, came from loan from director and shares purchase.
Our auditors havewas issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others, in this offering, selling our paper dung products and loans from our director. We must raise cash to implement our plan and stay in business.
Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our businessoperations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
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Off-Balance Sheet Arrangements
The Company does not have any off balanceoff-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company'sCompany’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Related Party TransactionsCritical Accounting Policies
It was signed loan agreement between Geant Corp.The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the directorreported amounts of revenues and expenses during the Company Suneetha Nandana Silva Sudusinghe.Director has agreed to loanreporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the Loan Amount toperiod in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments
that management believes are necessary for the Company infair presentation of their financial condition and results of operations for the event of not raising sufficient amount of funds from the offering in accordance to the Form S-1 registration statement of the Company; director agrees to loan the Loan Amount to the Company on demand of the Company; the Company will conduct the repayments of all amount of Director’s loan accordingly to the sequence of loans; director will be repaid from revenues of the Company, when it starts earn significant revenues; advanced Loan funds are non-interest bearing, secured and payable upon demand;periods presented.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
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CANNABIS SUISSE CORP.
GEANT CORP.
FINANCIAL STATEMENTS
YearYears Ended May 31, 20172023 and Period From February 26, 2016 (inception) to May 31, 20162022
Table of Contents
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GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX (206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Director and
Stockholder of Geant Corp.
I have reviewed the condensed balance sheet of Geant Corp. (A Development Stage Company) as of August 31, 2016, and the related condensed statements of operations for the three month ended August 31, 2016, and condensed statements of cash flows for the three month period then ended. These financial statements are the responsibility of the company’s management.
I conducted my review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
I have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the balance sheet of Geant Corp. (A Development Stage Company) as of May 31, 2016, and the related statements of operations, retained earnings and cash flows for the year then ended (not presented herein); and in my report dated July 15, 2016, I expressed an unqualified opinion with an emphasis of matter paragraph outlining my substantial doubt about the company’s ability to continue as a going concern on those financial statements. In my opinion, the information set forth in the accompanying condensed balance sheet as of May 31, 2016, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.
/S/ George Stewart
Seattle, Washington
September 16, 2016
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of GEANTCannabis Suisse Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheetsheets of GEANTCannabis Suisse Corp. (the Company) as of May 31, 2017,2023 and 2022, and the related statements of operations, changes in shareholders’ equity,stockholders’ deficit, and cash flows for yeareach of the years in the two-year period ended May 31, 2017. GEANT Corp.’s management2023, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended May 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company has limited revenues and recurring losses as of May 31, 2023 and has not completed its efforts to establish a stabilized source of revenues to cover operating costs over an extended period of time. These factors, and the need for additional financing in order for the Company to meet its business plans, raise substantial doubt about the Company’s ability to continue as a going concern. Our opinion is responsiblenot modified with respect to that matter.
Basis for theseOpinion
These financial statements.statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The companyCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits, we are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.
In our opinion,Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements referredthat were communicated or required to above present fairly, in allbe communicated to the audit committee and that: (1) relate to accounts or disclosures that are material respects, the financial position of GEANT Corp. as of May 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company has a history of operating losses, has limited cash resources, and its viability is dependent upon its ability to meet future financing requirements. These factors raise substantial doubt about(2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
Accell Audit & Compliance, P.A.
We have served as the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.auditor since 2019.
/s/ Fruci & Associates II, PLLCPCAOB Firm ID#3289
Fruci & Associates II, PLLCSpokane, WAAugust 17, 2017Tampa, Florida
September 12, 2023
3001 N. Rocky Point Dr. East, Suite 200 * Tampa, Florida 33607 * 813.367.3527 |
CANNABIS SUISSE CORP.
GEANT CORP.
BALANCE SHEETS
ASSETS |
| May 31, 2017 | May 31, 2016 | ||||
Current Assets |
|
|
| ||||
Cash and cash equivalents Inventory | $ | 6,187 8,996 | 1,065 1,962 | ||||
Prepaid expenses |
| 823 | - | ||||
Total Current Assets | $ | 16,006 | 3,027 | ||||
|
|
|
| ||||
Fixed Assets |
|
|
| ||||
Equipment, net |
| 22,184 | 1,920 | ||||
Total Fixed Assets | $ | 22,184 | 1,920 | ||||
|
|
|
| ||||
Total Assets | $ | 38,190 | 4,947 | ||||
|
|
|
| ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
| ||||
Liabilities |
|
|
| ||||
Current Liabilities |
|
|
| ||||
Accounts payable |
| - | 280 | ||||
Related-party loan |
| 29,100 | 3,100 | ||||
Total Current Liabilities | $ | 29,100 | 3,380 | ||||
|
|
|
| ||||
Total Liabilities | $ | 29,100 | 3,380 | ||||
|
|
|
| ||||
Commitments & Contingencies |
| - | - | ||||
|
|
|
| ||||
Stockholder’s Equity |
|
|
| ||||
Common stock, par value $0.001; 75,000,000 shares authorized, 2,855,000 and 2,000,000 shares issued and outstanding |
| 2,855 | 2,000 | ||||
Additional paid in capital |
| 33,340 | - | ||||
Accumulated deficit |
| (27,105 | ) | (433 | ) | ||
Total Stockholder’s Equity | $ | 9,090 | 1,567 | ||||
|
|
|
| ||||
Total Liabilities and Stockholder’s Equity | $ | 38,190 | 4,947 |
May 31, 2023 |
| May 31, 2022 | |||
ASSETS |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash in Escrow Account | $ | 199 |
| $ | - |
Prepaid Expenses |
| 4,500 |
|
| - |
Total Current Assets |
| 4,699 |
|
| - |
|
|
|
|
|
|
Property and Equipment, net |
| 28,856 |
|
| - |
Operating Leases Right of Use Assets |
| 312,748 |
|
| - |
|
|
|
|
|
|
TOTAL ASSETS | $ | 346,303 |
| $ | - |
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $ | 10,770 |
| $ | 883 |
Accrued Expenses |
| 8,865 |
|
| 136,620 |
Advances From Related Parties |
| 29,159 |
|
| 1,589 |
Convertible Notes Payable |
| 135,000 |
|
| 135,000 |
Derivative Liability |
| 149,997 |
|
| - |
Total Current Liabilities |
| 333,791 |
|
| 274,092 |
|
|
|
|
|
|
Convertible Note Payable - Related Party |
| 135,000 |
|
| - |
Operating Lease Liabilities - Long-term |
| 206,959 |
|
| - |
Total Liabilities |
| 675,750 |
|
| 274,092 |
|
|
|
|
|
|
Commitments and Contingencies (Note 5) |
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit |
|
|
|
|
|
Preferred stock, par value $0.001; 20,000,000 shares authorized, 5,000,000 shares issued and outstanding |
| 5,000 |
|
| 5,000 |
Common stock, par value $0.001; 250,000,000 shares authorized, 44,254,938 and 40,654,938 shares issued and outstanding as of May 31, 2023, and 2022, respectively |
| 44,255 |
|
| 40,655 |
Additional Paid-In-Capital |
| 1,055,589 |
|
| 742,997 |
Unearned Compensation |
| (20,000) |
|
| - |
Accumulated Deficit |
| (1,414,291) |
|
| (1,062,744) |
Total Stockholders’ Deficit |
| (329,447) |
|
| (274,092) |
|
|
|
|
|
|
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | 346,303 |
| $ | - |
The accompanying notes are an integral part of these financial statements.
CANNABIS SUISSE CORP.
13
GEANT CORP.
STATEMENTS OF OPERATIONS
|
| Year ended May 31, 2017 | From February 26, 2016 (Inception) to May 31, 2016 | ||||
|
|
|
| ||||
REVENUES | $ | 14,192 | - | ||||
Cost of Goods Sold |
| 3,898 | - | ||||
Gross Profit |
| 10,294 | - | ||||
|
|
|
| ||||
OPERATING EXPENSES |
|
|
| ||||
General and Administrative Expenses |
| 3,288 | 400 | ||||
Depreciation Expenses |
| 2,588 | 33 | ||||
Advertising & Market expense |
| 11,970 | - | ||||
Professional fees |
| 19,120 | - | ||||
TOTAL OPERATING EXPENSES |
| (36,966 | ) | (433 | ) | ||
|
|
|
| ||||
NET INCOME (LOSS) FROM OPERATIONS |
| (26,672 | ) | (433 | ) | ||
|
|
|
| ||||
PROVISION FOR INCOME TAXES |
| - | - | ||||
|
|
|
| ||||
NET INCOME (LOSS) | $ | (26,672 | ) | (433 | ) | ||
|
|
|
| ||||
NET LOSS PER SHARE: BASIC AND DILUTED |
$ | (0.00 | ) | (0.00 | ) | ||
|
|
|
| ||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
| 2,353,005 | 219,178 | ||||
|
|
|
|
| For the years ended May 31, | ||||
2023 |
| 2022 | |||
|
|
|
|
|
|
REVENUES |
|
|
|
|
|
Sales of goods | $ | - |
| $ | 7,770 |
Rental income |
| 10,000 |
|
| - |
Total Revenues |
| 10,000 |
|
| 7,770 |
Cost of goods sold |
| 9,166 |
|
| 1,734 |
Gross Profit |
| 834 |
|
| 6,036 |
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
Professional fees |
| 278,570 |
|
| 25,580 |
Depreciation |
| 4,244 |
|
| 1,999 |
General and administrative expenses |
| 60,702 |
|
| 135,612 |
TOTAL OPERATING EXPENSES |
| 343,516 |
|
| 163,191 |
|
|
|
|
|
|
OPERATING LOSS |
| (342,682) |
|
| (157,155) |
|
|
|
|
|
|
Interest expense, net |
| (8,865) |
|
| (63,579) |
Loss on asset disposal |
| - |
|
| (2,384) |
Net loss on extinguishment of debt |
| - |
|
| 32,774 |
Change in fair value of derivative liability |
| - |
|
| 2,454 |
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
| (351,547) |
|
| (187,890) |
|
|
|
|
|
|
PROVISION FOR INCOME TAXES |
| - |
|
| - |
NET LOSS | $ | (351,547) |
| $ | (187,890) |
|
|
|
|
|
|
NET LOSS PER SHARE: BASIC AND DILUTED | $ | (0.01) |
| $ | (0.01) |
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
| 42,035,760 |
|
| 33,069,046 |
The accompanying notes are an integral part of these financial statements.
14
CANNABIS SUISSE CORP.
GEANT CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
For the period from February 26, 2016 (inception) to May 31, 2017
| Common Stock |
Additional Paid-in | Accumulated Deficit | Total Stockholders’ | |||||||||||||||
| Shares | Amount | Capital | Stage | Equity | ||||||||||||||
|
|
|
|
|
| ||||||||||||||
Inception, February 26, 2016 | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
|
|
|
|
|
| ||||||||||||||
Shares issued for cash at $0.001 per share on April 22, 2016 | 2,000,000 | 2,000 | - | - | 2,000 | ||||||||||||||
|
|
|
|
|
| ||||||||||||||
Net income (loss) for the period ended May 31, 2016 | - | - | - | (433 | ) | (433 | ) | ||||||||||||
|
|
|
|
|
| ||||||||||||||
Balance, May 31, 2016 | 2,000,000 | $ | 2,000 | $ | - | $ | (433 | ) | $ | 1,567 |
STOCKHOLDERS’ DEFICIT
Shares issued | 855,000 | 855 | 33,340 | - | 34,195 | ||||||||||||||
|
|
|
|
|
| ||||||||||||||
Net income (loss) for the period ended May 31, 2017 | - | - | - | (26,672 | ) | (26,672 | ) | ||||||||||||
|
|
|
|
|
| ||||||||||||||
Balance, May 31, 2017 | 2,855,000 | $ 2, 855 | $ | 33,340 | $ | (27,105 | ) | $ | 9,090 |
The accompanying notes are an integral part of these statements.GEANT CORP.
15
STATEMENTS OF CASH FLOWS
| Year ended May 31, 2017 | From February 26, 2016 (Inception) to May 31, 2016 | |||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
| |||||
Net loss for the period | $ | (26,672 | ) | $ | (433 | ) | |
Adjustments to reconcile net loss to net cash (used in) operating activities: |
|
| |||||
Depreciation | 2,588 | 33 | |||||
Increase in Prepaid expenses | (823 | ) | - | ||||
Increase in Inventory | (7,034 | ) | (1,962 | ) | |||
Decrease in Accounts Payable | (280 | ) | 280 | ||||
CASH FLOWS USED IN OPERATING ACTIVITIES | (32,221 | ) | (2,082 | ) | |||
|
|
| |||||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
| |||||
Purchase of Fixed Assets | (22,852 | ) | (1,953 | ) | |||
CASH FLOWS USED IN INVESTING ACTIVITIES | (22,852 | ) | (1,953 | ) | |||
|
|
| |||||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
| |||||
Proceeds from sale of common stock | 34,195 | 2,000 | |||||
Loans | 26,000 | 3,100 | |||||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 60,195 | 5,100 | |||||
|
|
| |||||
NET INCREASE IN CASH | 5,122 | 1,065 | |||||
|
|
| |||||
Cash, beginning of period | 1,065 | - | |||||
|
|
| |||||
Cash, end of period | $ | 6,187 | $ | 1,065 | |||
|
|
| |||||
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
| |||||
Interest paid | $ | 0 | $ | 0 | |||
Income taxes paid | $ | 0 | $ | 0 |
| Preferred Stock | Common Stock |
|
|
|
| ||||||||
Shares | Amount | Shares | Amount | Additional Paid-In- Capital | Unearned Compensation | Accumulated Deficit | Total Stockholders’ Deficit | |||||||
|
|
|
|
|
|
|
|
| ||||||
Balance, May 31, 2021 | - | $ | - | 34,500,000 | $ | 34,500 | $ | 652,860 | $ | - | $ | (874,854) | $ | (187,494) |
Conversion of Common Shares into Preferred Shares | 5,000,000 |
| 5,000 | (5,000,000) |
| (5,000) |
| - |
| - |
| - |
| - |
Conversion of Notes Payable into Common Shares | - |
| - | 11,154,938 |
| 11,155 |
| 89,345 |
| - |
| - |
| 100,500 |
Debt discount upon issuance of convertible note payable | - |
| - | - |
| - |
| 792 |
| - |
| - |
| 792 |
Net loss | - |
| - | - |
| - |
| - |
| - |
| (187,890) |
| (187,890) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2022 | 5,000,000 | $ | 5,000 | 40,654,938 | $ | 40,655 | $ | 742,997 | $ | - | $ | (1,062,744) | $ | (274,092) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Accrued Wages to Equity | - |
| - | - |
| - |
| 139,092 |
| - |
| - |
| 139,092 |
Contribution of Assets | - |
| - | - |
| - |
| 33,100 |
| - |
| - |
| 33,100 |
Issuance of Common Stock for Services | - |
| - | 3,600,000 |
| 3,600 |
| 140,400 |
| (20,000) |
| - |
| 124,000 |
Net loss | - |
| - | - |
| - |
| - |
| - |
| (351,547) |
| (351,547) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2023 | 5,000,000 | $ | 5,000 | 44,254,938 | $ | 44,255 | $ | 1,055,589 | $ | (20,000) | $ | (1,414,291) | $ | (329,447) |
The accompanying notes are an integral part of these financial statements.
| For the years ended May 31, | ||||
2023 |
| 2022 | |||
OPERATING ACTIVITIES |
|
|
|
|
|
Net loss | $ | (351,547) |
| $ | (187,890) |
Adjustments to reconcile net loss to net cash used in operations: |
|
|
|
|
|
Stock payment for services |
| 124,000 |
|
| - |
Loss on disposal of asset |
| - |
|
| 2,384 |
Depreciation |
| 4,244 |
|
| 1,999 |
Operating Lease Liabilities |
| 44,208 |
|
| - |
Amortization of Debt Discount |
| - |
|
| 63,579 |
Gain on Extinguishment of Debt |
| - |
|
| (32,774) |
Change in Fair Value of Derivative Liability |
| - |
|
| (2,454) |
Changes in assets and liabilities: |
|
|
|
|
|
Inventory |
| - |
|
| 1,734 |
Prepaid expenses |
| (4,500) |
|
| 450 |
Accounts payable |
| 10,770 |
|
| 883 |
Accrued expenses |
| 8,865 |
|
| 120,000 |
Net cash used in Operating Activities |
| (163,960) |
|
| (32,089) |
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
Advances from related parties, net |
| 29,159 |
|
| 32,089 |
Proceeds from convertible notes |
| 135,000 |
|
| - |
Net cash provided by Financing Activities |
| 164,159 |
|
| 32,089 |
|
|
|
|
|
|
Net cash increase (decrease) for period |
| 199 |
|
| - |
Cash at beginning of period |
| - |
|
| - |
Cash at end of period | $ | 199 |
| $ | - |
|
|
|
|
|
|
SUPPLEMENTAL |
|
|
|
|
|
Cash paid for taxes | $ | - |
| $ | - |
Cash paid for interest | $ | - |
| $ | - |
|
|
|
|
|
|
Noncash Investing and Financing Information |
|
|
|
|
|
Operating lease right-of-use assets exchanged for operating leases | $ | 330,591 |
| $ | - |
Conversion of accrued wages and other debt to equity | $ | 139,092 |
| $ | 100,500 |
Conversion of accrued wages to convertible note | $ | - |
| $ | 115,500 |
Contribution of assets | $ | 33,100 |
| $ | - |
The accompanying notes are an integral part of these financial statements.
GEANTCANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 20172023, and 2022
NOTE
NOTE 1 –- ORGANIZATION AND NATURE OF BUSINESS
Geant Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on February 26, 2016 to start business operations concerned with production of paper made from elephant dung for making various stationery products and subsequent selling thereof. Our office is located at Kiranthidiya road 114, Beruwala, Sri Lanka, 12070. Our phone number is +17027510467.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been preparedCompany was engaged in conformity with generally accepted accounting principles, which contemplate continuationthe business of production of OTC (over-the-counter) products - for example CBD oils, retail branded cigarettes and also some health-related supplements. The Company uses various distribution channels for various types of customers. The Company’s products can be sold to both corporate customers and individual clients.
In late May 2022, the former shareholder signed an agreement to sell all his stock to Mr. Scott McAlister. The stock purchase agreement was closed in early June 2022. As a result, the Company is no longer in the aspect of the Company as a going concern. However,cannabis industry, or involved in the health-related supplements business. Since the ownership change, the Company had limited revenues as of May 31, 2017. The Company has not completedstarted its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates thatreal estate business, and in February 2023, the Company will be dependent,leased two properties and one of them has been leased out for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.rental revenue.
NOTE 3 –2 - SUMMARY OF SIGNIFCANTSIGNIFICANT ACCOUNTING POLICIES
Basis of presentationPresentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted accounting principles in the United States of America.America, (GAAP). The Company’s yearendyear-end is May 31.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principlesGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and CashEquivalents Equivalents
TheCompanyconsidersThe Company considers allhighlyliquidinvestmentswiththeoriginalmaturitiesofthreemonths highly liquid investments with the original maturities of three months orless less tobe cashequivalents.cash equivalents. The Company had $6,186a limited amount of cash and $1,065cash equivalents as of May 31, 2023 and no cash as of May 31, 2017 and 2016.2022.
Prepaid ExpensesRent Receivable
Prepaid ExpensesThe Company recognizes rent receivable from tenants for the use of its leased properties. Rent receivable is recorded at the amount is due on a monthly basis. The carring amount of rent receivable is reduced by an allowance for doubtful accounts, which reflects the estimated amount of uncollectible rent.
The Company assesses the collectability of rent receivable based on historical collection experience and tenant payment history. If it is determined that specific rent receivable is written off against the allowance for doubtful accounts. Receivables of previously written-off rent receivable are recorded at fair market value. The Company had $823 of prepaid rent aswhen received.
As of May 31, 20172023, the Company’s rent receivable balance was $0. The allowance for doubtful accounts is based on management’s assessment of potential credit losses and$0 of prepaid expenses as of May 31, 2016. is reviewed periodically for adequacy.
InventoriesProperty and equipment
InventoriesProperty and equipment are statedcarried at cost less accumulated depreciation. Depreciation is provided over the lower of cost or market. Cost is principally determinedassets’ estimated useful lives, using the first-in, first out (FIFO)straight-line method. The Company had $8,996Estimated useful lives of the plant and $1,962 in inventoryequipment are as of May 31, 2017 and 2016.follows:
Equipment, Furniture and fixtures | 5-10 years |
Office machines, IT equipment | 5-10 years |
Leasehold Improvements | 2-5 years |
Depreciation, Amortization, and Capitalization
The Company records depreciationcost and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. We estimate that the useful life of our equipmentis five years and industrial water filter is seven years.Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removedof assets sold or otherwise retired are eliminated from theappropriatedthe accounts and the resultantany gain or loss is included in net income.the statements of operations and comprehensive loss. The cost of maintenance and repairs is charged to the statements of operations and comprehensive loss as incurred, whereas significant renewals and betterments are capitalized.
Leases
CANNABIS SUISSE CORP.
17
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 20172023, and 2022
The Company follows the accounting for leases under Accounting Standards Codification (“ASC”) 842 Lease Accounting and determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities (short term and long term) in the Company’s balance sheets.
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowings over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Impairment of Long-Lived Assets
The Company evaluates the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s evaluation is based on an assessment of potential indicators of impairment, such as an adverse change in the business climate that could affect the value of an asset, current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of an asset, and a current expectation that, more likely than not, an asset will be disposed of before the end of its previously estimated useful life. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
During the years ended May 31, 2023 and 2022, the Company recognized an impairment of long-lived assets in the amount of $0.
Fair Value of Financial Instruments
ASC Topic 820 "FairFair Value Measurements and Disclosures"Disclosures establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1:defined as observable inputs such as quoted prices in active markets; Level 2:defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3:defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
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|
|
|
|
The carrying value of cash and the Company’s loancash, other current assets, accounts payable, accrued expenses and advances from shareholderrelated parties approximates its fair value due to their short-term maturity.
Derivatives
Derivative instruments are recognized in the financial statements at fair value. Where the Company has entered into master netting agreements with counterparties, the derivative positions are netted by counterparties and are reported accordingly in other assets or other liabilities. Changes in the fair value of derivative instruments are recognized in earnings each period, unless the derivative is designated and qualifies as a cash flow or net investment hedge.
Income Taxes
The Company accounts for its income taxes in accordance with ASC 740, Income Taxes, Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and tax credit,credits and carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2023, and 2022
in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
Rent Revenue Recognition
The Company recognizes rent revenue from the lease of its sub-leased properties in accordance with ASC 605, “Revenue Recognition” ("ASC-605"), which requires that four basic842, Leases. The sub-lease is categorized as an operating lease according to ASC criteria must be met beforefor the lease definitions. Rent revenue can be recognized: (1) persuasive evidenceis recognized on a straight-line basis over the lease term, reflecting the pattern of an arrangement exists; (2) delivery has occurred; (3) the selling price iseconomic benefits derived from the lease.
The Company’s leases generally have fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) arerental payments over the lease term, with occasional escalations based on management's judgments regardingpredetermined factors. Rent revenue is recognized monthly as the fixed naturelease fulfills its obligations under the lease agreement.
Any lease incentives or concessions provided to lessees, such as rent-free periods or tenant improvement allowances, are recognized as a reduction of rent revenue over the lease term.
As of May 31, 2023, the Company recognized rent revenue of $10,000 from its lease agreement. This amount represents the portion of the selling prices oftotal lease payments expected to be earned over the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.lease term.
Cost of Goods Sold
Cost of goods sold includes direct costs of selling items, direct labor cost, rent expense and electricity.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260, “EarningsEarnings per Share”.Share. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of May 31, 20172023 and 2022, there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive IncomeRecent Accounting Pronouncements
Comprehensive income is defined as allThere have been no recent accounting pronouncements or changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of May 31, 2017 and 2016, there were no were no differences between our comprehensive loss and net loss.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
18
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2017
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
NOTE 4 – EQUIPMENT
| May 31, 2017 | May 31, 2016 | |
Equipment | $ | 24,805 | 1,953 |
Depreciation | $ | (2,621) | (33) |
Net equipment | $ | 22,184 | 1,920 |
Forduring the year ended May 31, 2017and2023 that are of significance or potential significance to the Company.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues and recurring losses as of May 31, 2016 we2023. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 4 - PROPERTY AND EQUIPMENT
May 31, 2023 |
| May 31, 2022 | |||
Office equipment | $ | 1,400 |
| $ | - |
Furniture |
| 31,700 |
|
| - |
Accumulated depreciation |
| (4,244) |
|
| - |
Net property and equipment | $ | 28,856 |
| $ | - |
For the years ended May 31, 2023 and 2022, the Company recognized depreciation expense in the amount of $2,588$4,244 and $33 accordingly.$1,999, respectively.
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2023, and 2022
NOTE 5 – - COMMITMENTS AND CONTINGENCIES
Our sole officerDuring the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and director,the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of May 31, 2023, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company’s former President, Suneetha Nandana Silva Sudusinghe, has agreed to provide us his own premises for free. He won’t take any fee for these premises. It is used for the production of goods.
On September 28, 2016interest free advances, due on demand, to the Company has signed a Rent office agreement, beginning on January 1, 2017 and will terminate on January 01, 2018. These premises will be used as representative office forup to $100,000. For the customers. The rent expense for the yearyears ended May 31, 2017 was $600.
Term of lease | Price per month | Q-ty months | Discount | Total amount of commitments |
January 1, 2017 – December 31, 2017 | $120 | 12 | $17 | $1,423 |
NOTE 6 –RELATED PARTY TRANSACTIONS2023 and 2022, Suneetha Nandana Silva Sudusinghe advanced to the Company $0 and $1,589, respectively.
TheIn June 2022, the ownership changed, and the current major shareholder took the position of the president. For the years ended May 31, 2023 and 2022, the current president advanced to the Company is utilizing$29,159 and will continue$0, respectively.
In November 2022, the Company issued a convertible note payable to utilize funds from our sole officer and director who has verbally agreed to provide an interest-free loan as indicated by a verbal agreement finished up between Mr.Sudusinghe and Geant Corp.the major shareholder in the amount of $50,000.
Our sole officer$135,000 to pay off the funds advanced from and director, Suneetha Nandana Silva Sudusinghe, has agreed to provide us his own premisesthe operating expenses paid by the shareholder. See Note 7 Convertible Notes Payable for free. He won’t take any fee for these premises. It is used for the production of goods.terms and conditions.
As of May 31, 2017, our sole director has loaned2023 and 2022, the balances of advances from related parties were $29,159 and $1,589, respectively.
In June 2022, the major stockholder made contributions of office equipment and furniture to the Company. The total value of the contributions was $33,100.
NOTE 7 - CONVERTIBLE NOTES PAYABLE
On April 1, 2021, Suneetha Nandana Silva Sudusinghe assigned Serhii Cherniienko $60,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision that allows Serhii Cherniienko to convert the loan to common stock at a fixed price of $0.01 per share. Beneficial conversion feature was $60,000. Of the $60,000, $30,000 was converted to equity in December 2021, and the rest of $30,000 was assigned to Okie LLC. In November 2022, Okie LLC assigned the convertible note to Clifford Koschnick for consideration.
On April 15, 2021, Suneetha Nandana Silva Sudusinghe assigned Noi Tech LLC $30,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision that allows Noi Tech LLC to convert the loan to common stock at a fixed price of $0.01 per share. Beneficial conversion feature was $30,000. The note was assigned to Okie LLC with a $10,000 discount in May 2022. In November 2022, Okie LLC assigned the convertible note to Clifford Koschnick for consideration.
In May 2022, Alain Parrik assigned his convertible note of $85,000 the Company $29,100.owed him to Okie LLC. According to the note terms and conditions, the note can be converted to shares at a fixed price of $0.005 per share. In November 2022, Okie LLC assigned the convertible note to Scott McAlister for consideration.
In November 2022, the Company issued a convertible promissory note in the principal of $135,000 to the Company’s CEO for funds he has advanced the Company for operating expenses. The Note has a term of four years, the interest rate is 12% and the conversion price is $0.04 per share.
NOTE 8 - LEASES
In February 2023, the Company signed a lease to rent the office at 10 Newman Street, Jacksonville, FL 32202, with 10 N Newnan LLC, a related party loanowned by its CEO. The lease commencement date is February 1, 2023 and the lease term is thirty-six months. Based on the criteria and according to ASC 842, the sole memberRight-of-Use (ROU) asset is $194,758, and the lease liability and lease commitment is also the same amount. The monthly base rental payment is $6,469, and the Company has the option to pay all or a portion of the boardrent in shares of its common stock.
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2023, and president2022
In February 2023, the Company signed a lease to rent the property at 2652 Blanding Blvd, Jacksonville, FL 32210, with 2600 Blanding Blvd., LLC, a related party owned by its CEO. The lease commencement date is February 1, 2023 and the lease term is thirty-six months. Based on the criteria and according to ASC 842, the Right-of-Use (ROU) asset is $135,833, and the lease liability and lease commitment is also the same amount. The monthly base rental payment is $5,000 with incentives of free-rent for the first three months, and the Company has the option to pay all or a portion of the company is unsecured, interest free and due on demand. The balance duerent in shares of its common stock.
In February 2023, the Company signed a sub-lease as the lessor to the director and presidentrent a portion of the company was $29,100property at 2652 Blanding Blvd to a third party private company. The monthly rent is $2,500 which will bring rental revenue of $30,000 annually. The term of the sub-lease is one year from February 2023 to January 2024.
The following table summarizes the presentation in the Company’s balance sheet of its operating leases.
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| As of May 31, 2023 | |
Assets |
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| |
Operating Lease |
| $ | 330,591 |
Less: Accumulated Amortization |
|
| (17,843) |
Total |
| $ | 312,748 |
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Liabilities |
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Lease liabilities - Short-term |
| $ | 149,997 |
Lease liabilities - Long-term |
|
| 206,959 |
Total operating lease liabilities |
| $ | 356,956 |
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Future minimum lease payments as of May 31, 2023: |
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Lease commitments |
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Jun 2023 - May 2024 |
| $ | 168,500 |
Jun 2024 - May 2025 |
|
| 137,625 |
Jun 2025 - Jan 2026 |
|
| 91,750 |
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Total undiscounted lease payments |
|
| 397,875 |
Imputed interest |
|
| (40,919) |
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Total operating lease liabilities |
| $ | 356,956 |
NOTE 9 - STOCKHOLDERS’ EQUITY
On March 17, 2021, the Board of Directors, along with the majority stockholder, resolved that the 5,000,000 preferred shares with voting rights of 1 to 10 shall be issued to Suneetha Nandana Silva Sudusinghe in exchange for 5,000,000 common shares that Suneetha Nandana Silva Sudusinghe owned previously. The 5,000,000 preferred shares were issued on July 21, 2021.
On January 11, 2023, the Company issued 3,600,000 restricted shares at $0.04 per share to a consultant for services. The value of the 3,600,000 shares issued is $144,000, of which $124,000 has been earned as of May 31, 2017 and $3,100 as of May 31, 2016.2023.
CANNABIS SUISSE CORP.
NOTE 7 – COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On April 22, 2016, the Company issued 2,000,000 shares of common stock to a director for cash proceeds of $2,000 at $0.001 per share.
In November 2016, the Company issued 240,000 shares of common stock for cash proceeds of $9,530 at $0.04 per share.
In December 2016, the Company issued 405,000 shares of common stock for cash proceeds of $16,280 at $0.04 per share.
In January 2017, the Company issued 120,000 shares of common stock for cash proceeds of $4,800 at $0.04 per share.
In March 2017, the Company issued 90,000 shares of common stock for cash proceeds of $3,585 at $0.04 per share.
There were 2,855,000 shares of common stock issued and outstanding as of May 31, 2017.
19
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 20172023, and 2022
NOTE 8 –10 - INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.
The Company has no tax position at May 31, 20172023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognizerecognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at May 31, 2017.2023. The Company’s utilization of any net operating loss carry forwardcarryforward may be unlikely as a result of its intended activities.
The valuation allowance at May 31, 20172023 was $9,215.$213,145. The net change in valuation allowance duringfor the yearyears endedMay 31, 20172023 and 2022 was $9,068.$62,685. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.
Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of May 31, 20172023 and 2016.2022. All tax years since inception remains open for examination only by taxing authorities of US Federal and state of Nevada.
The Company has a net operating loss carryforward for tax purposes totaling $27,105$1,014,975 at May 31, 2017, expiring2023. According to current tax laws, the losses prior to 2018 can carryforward 20 years, and the losses in 2018 or later can carryforward indefinitely. The Company had losses of $43,526 prior to 2018 which can carryforward through 2035.fiscal year 2036. The losses of $971,449 in years of 2018 and later will carryforward indefinitely. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate of 21% to the income tax amount recorded as of May 31, 2023 and 2022 are as follows:
| As of May 31, 2017 | From February 26, 2016 (Inception) to May 31, 2016 | |||||
Non-current deferred tax assets: |
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Net operating loss carryforward | $ | (27,105 | ) | (433 | ) | ||
Stock based compensation | $ | - | - | ||||
Inventory obsolescence | $ | - | - | ||||
Accrued officer compensation | $ | - | - | ||||
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Total deferred tax assets | $ | (9,215 | ) | (147 | ) | ||
Valuation allowance | $ | 9,215 | 147 | ||||
Net deferred tax assets | $ | - | - |
The actual tax benefit at the expected rate of 34% differs from the expected tax benefit for the year ended May 31, 2017 as follows:
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| Year ended May 31, 2017 | From February 26, 2016 (Inception) to May 31, 2016 | ||||
Computed "expected" tax expense (benefit) |
$ | (9,068 | ) | (147 | ) | ||
Penalties and fines and meals and entertainment | $ | - | - | ||||
Accrued officer compensation | $ | - | - | ||||
Change in valuation allowance | $ | 9,068 | 147 | ||||
Actual tax expense (benefit) | $ | - | - |
20
May 31, 2023 |
| May 31, 2022 | |||
Net operating loss carryforward | $ | (1,014,975) |
| $ | (716,474) |
Effective tax rate |
| 21% |
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| 21% |
Deferred tax asset |
| 213,145 |
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| 150,460 |
Less: Valuation allowance |
| (213,145) |
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| (150,460) |
Net deferred asset | $ | - |
| $ | - |
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2017
NOTE 9 –11 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10)855), Subsequent Events, the Companyhas analyzed its operations subsequent to May 31, 20172023 to the date these financial statements were issued, August __, 2017, and has determined that it does not have any other material subsequent events to disclose in these financial statements.disclose.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
There was a change in auditors from George Stewart, CPA to FRUCI & ASSOCIATES II, PLLC in November 2016. The change was made due to retirement of George Stewart, with no disagreements between the parties.None.
Item 9A(T) Controls and Procedures
Disclosure Controls and Procedures.
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.
The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.
Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s 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 accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of May 31, 20172023 using the criteria established in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"(“COSO”).
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2017,2023, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1.We do not have an Audit Committee – - While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement.statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2.We did not maintain appropriate cash controls – - As of May 31, 2017,2023, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.transactions.
3.We did not implement appropriate information technology controls – As at May 31, 2017,2023, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
21
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 20172023, based on criteria established in Internal Control- Integrated Framework (2013) issued by COSO.
System of Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2017.2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control over Financial Reporting
There washas been no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
Officers and Directors
Our sole director will serve until his successor
The names and ages of our directors and executive officers are set forth below. Also included is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office.their principal occupation(s). The board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our present officers and directors are set forth below:
Name | Age | Position(s) |
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42 |
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Mr. SudusingheMcAlister has actedserved in his capacity as our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretarya Director since June 2022, and sole member of our board of directorsas CEO/CFO since our incorporation on February 26, 2016. Mr. Sudusinghe owns 70% of the outstanding shares of our common stock. For the past five years heSeptember 2022. He has been a business administrator and then a head administrator at Reschen Tex LTD (textile company), were he was working as part of a team and supporting the office administrator, he was responsibleinvolved in commercial real estate development for the day-to-day tasks and administrative dutieslast fifteen years. Mr. McAlister is a licensed general contractor in Florida. He graduated in 2000, from the University of the office including covering thereception area and as head administrator he was responsible for providing an efficient and professional administrative and clerical service to colleagues, managers and supervisors to facilitate the efficient operation of the office. Mr. Sudusinghe was employed at Reschen Tex LTD as administrator in period from March 2009 to September 2012, and as head administrator in period from October 2012 to September 2015.
22
Mr. Sudusinghe intends to devote close to 75% of his time to planning and organizing activities of Geant Corp.
In the past ten years, Mr. Sudusinghe has not been the subject to any of the following events:
1.Any bankruptcy petition filed by or against any business of which Mr. Sudusinghe was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2.Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3.An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Sudusinghe’s involvement in any type of business, securities or banking activities.
4.Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
5.Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
6.Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
7.Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i.Any Federal or State securities or commodities law or regulation; or
ii.Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii.Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associatedNorth Florida, Jacksonville Florida, with a member.bachelor’s degree in psychology.
Term of Office
The
A director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our Board of Directors and holddirector holds office until removed by the Board or until his resignation appoints our officer.
Director Independence
Corporate Governance
Our boardBoard has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of directors is currently composed of one member, Suneetha Nandana Silva Sudusinghe, who does not qualify as an independent director in accordance with the published listing requirements ofthose committees are being undertaken by our sole Director.
Director Independence
The Company has adopted the NASDAQ Global Market. The NASDAQListing Rules; Rule 5605 and 5605 (a) (20, for determining the independence definition includes a series of objective tests, such asits directors. Directors are deemed independent only if the Board affirmatively determines that the director is not, and has not been for at least three years, oneno material relationship with the Company directly or as an officer, share owner or partner of our employees andan entity that neitherhas a relationship with the director, norCompany or any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships existother relationship which, in the opinion of our board of directors,the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our sole director thoughis also the majority
holder of the voting stock of the Company. As such subjective determinationhe is required bynot independent as that term is defined under the afore stated NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.Listing Rules.
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Item 11. Executive Compensation
The following table sets forth the compensation paid by us for the yearyears ended May 31, 20172023 and 20162022 for our sole officerexecutive officers and director.directors. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.
EXECUTIVE OFFICERCOMPENSATION SUMMARY COMPENSATION TABLE
Name and Principal Position | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Option Awards (US$) | Non-Equity Incentive Plan Compensation (US$) | Nonqualified Deferred Compensation Earnings (US$) | All Other Compensation (US$) | Total (US$) |
Suneetha Sudusinghe | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Name and Principal Position | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Option Awards (US$) | Non-Equity Incentive Plan Compensation (US$) | Nonqualified Deferred Compensation Earnings (US$) | All Other Compensation (US$) | Total (US$) |
Suneetha Sudusinghe, President, CEO, CFO | 2023 | $- | $- | $- | $- | $- | $- | $- | $- |
2022 | $70,000 | $- | $- | $- | $- | $- | $- | $70,000 | |
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Alain Parrik, COO | 2023 | $- | $- | $- | $- | $- | $- | $- | $- |
2022 | $40,000 | $- | $- | $- | $- | $- | $- | $40,000 | |
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Butkus Mantas, Director | 2023 | $- | $- | $- | $- | $- | $- | $- | $- |
2022 | $10,000 | $- | $- | $- | $- | $- | $- | $10,000 |
We have no work concurrences with our sole officer and executive. We do not examine going into any occupation understandings until such time as we start gainful operations. Mr. Sudusinghe will not be repaid after the offering and preceding beneficial operations. There is no affirmation that we will ever produce extra incomes from our operations.
The pay examined in this delivers all remuneration recompensed to, earned by, or paid to our named official officers.
There are no other investment opportunity arranges, retirement, annuity, or benefit sharing arrangements for the advantage of ourexecutive officers and chiefs other than as portrayed in this.directors.
Compensation of Directors
The individual from our top managerial staff is not made upOur current CEO/CFO receives no compensation for his administrations as a chief. The board has not actualized an arrangement to honor alternatives to any executives. There are no legally binding plans with any individual from the governing body. We have no executive’s administration contracts.services at this time.
DIRECTOR’S COMPENSATION TABLE
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Name | Year | Fees Earned or Paid in Cash | Stock Awards | Options Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total |
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| (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
Suneetha Sudusinghe | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Suneetha Sudusinghe | 2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
24Indemnification
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Title of class
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Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Common Stock | ||
Common Stock
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Suneetha Sudusinghe |
2,000,000 |
70.05% | ||
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Title of class | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Common Stock |
Common Stock | Scott McAlister | 37,775,000 (1) | 61% |
(1)Represents 12,400,000 shares of common stock and 5,000,000 shares of preferred stock convertible into common stock on a one-to-one basis. The principal amount of the note is $85,000. The preferred stock votes on a one to ten basis. Also includes 17,000,000 shares of common stock obtainable through the conversion of a promissory note whereby the Holder has the right to convert all or part of the note at $.005 per share. Also includes 3,375,000
shares of common stock obtainable through the conversion of a convertible promissory note in the principal amount of $135,000, excluding any interest.
Item 13. Certain Relationships and Related Transactions
AThe Company’s former President, Suneetha Nandana Silva Sudusinghe, agreed to provide interest free advances, due on demand, to the Company up to $100,000. For the years ended May 31, 2023 and 2022, Suneetha Nandana Silva Sudusinghe advanced to the Company $0 and $1,589, respectively.
In June 2022, the ownership changed, and the current major stockholder took the position of the CEO. For the years ended May 31, 2023 and 2022, the current CEO advanced to the Company $29,159 and $0, respectively.
In November 2022, the Company issued a convertible note payable to the major shareholder in the amount of $135,000 to pay off the funds advanced from, and the operating expenses paid by the stockholder. See Note 7 Convertible Notes Payable for terms and conditions.
As of May 31, 2023 and 2022, the balances of advances from related parties were $29,159 and $1,589, respectively.
In June 2022, Our CEO made contributions of office equipment and furniture to the Company. The total value of 2,000,000the contributions was $33,100.
We have a sublease for our corporate office with a company controlled by our CEO. The term of the sublease is one year ending February 1, 2024. The rent is $30,000 for the term of the sublease. We lease a building from a company controlled by our CEO of which we sublease a portion to a third party. The term of the lease is three years ending January 31, 2026. The monthly rent is $4,583 for the term of the lease. For both leases we have the ability to pay the rent in cash or shares of our common stock.
In November 2022, we issued a convertible promissory note to our CEO for advances he made to the Company. The principal amount of the note is $135,000, the term is three years and the interest rate is 12% per year. The note provides that the holder may convert all or a portion of the note into shares of the Company’s Common Stock on the basis of one share of common stock were issued to our sole officerfor each $.04 in principal and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any of our common stock and the shares we are offering.accrued but unpaid interest.
There is no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this report, we have not engaged a market maker to file such an application; hence there is no guarantee that a market marker will file an application on our behalf. Even if an application is filed, there is no guarantee that we will be accepted for quotation. Our stock may become quoted, rather than traded, on the OTCBB.
There are no outstanding options or warrants to purchase, or securities convertible into our common stock. There is 31 holder of record for our common stock.
Item 14. Principal AccountantAccounting Fees and Services
During the fiscal year ended May 31, 2017 and 2016,2022, we incurred approximately $11,000$18,000 in fees to our principal independentaccountants Accell Audit & Compliance, P.A. for professional services rendered in connection with annual audit and quarterly reviews.
During the audit of ourfiscal year ended May 31, 2016 financial statements2023, we incurred approximately $35,250 in fees to our principal independent accountants Accell Audit & Compliance, P.A. for professional services rendered in connection with annual audit and for the reviews of our financial statements for the quarters ended August 31, 2016, November 30, 2016, and February 28, 2017.quarterly reviews.
During the fiscal years ended May 31, 20172023 and 20162022 we incurred no audited related fees, tax related fees, and $0 in all other fees.
25PART IV
PART IVItem 15. Exhibits, Financial Statements Schedules
Item 15. Exhibits
The following exhibits are included(a)List of documents filed as part of this report by reference:Report:
(1)Financial Statements
The financial statements are included under Item 8 of this Annual Report on Form 10-K.
(2)Financial Statement Schedules
All schedules have been omitted because the required information is included in the financial statements included under Item 8 of this Annual Report on Form 10-K or the notes thereto, or because it is not required.
(3)Financial Statement Schedules
See exhibits listed under Part (b) below.
(b)Exhibits
Exhibit | ||
Number | Exhibit Description | |
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3(i)*** | Articles of Incorporation | |
3(ii)**** | ByLaws | |
31.1* |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
31.2* |
| Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
32.1** |
| Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
32.2** | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS | Inline XBRL Instance 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) |
*** Previously filed as exhibits to Registration Statement on Form S-1 filed August 9, 2016.
**** Previously filed as exhibits to Registration Statement on Form S-1/A filed September 21, 2016.
Item 16. Form 10-K Summary
Not applicable.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CANNABIS SUISSE CORP. | ||
(Registrant) | ||
September 12, 2023 | By: | /s/ Scott McAlister |
Scott McAlister | ||
Chief Executive Officer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
September 12, 2023 | By: | /s/ Scott McAlister |
Scott McAlister | ||
Chief Executive Officer, Chief Financial Officer, Principal Accounting officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Sri Lanka, Beruwala on August 18, 2017.
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