UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] Annual Report pursuant to SectionANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities Exchange Act ofOR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 20172020
[ ] Transition Report pursuant to SectionTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities Exchange Act ofOR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 333-213009
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GEANTCANNABIS SUISSE CORP.
(Formerly Geant Corp.) |
(Exact name of small business issuer as specified in its charter) |
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Nevada | 2600(State or Other Jurisdiction of Incorporation or Organization)
| 38-39938492600
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(State or other jurisdiction of incorporation or organization)
| (Primary Standard Industrial Classification Code Number) | (IRS38-3993849
I.R.S. Employer Identification Number)Number |
Lerzenstrasse 12, 8953 Dietikon, Switzerland |
Kiranthidiya road 114, Beruwala, Sri Lanka, 12070
Phone: +17027510467
E-mail: office@geantcorp.com
(Address, including zip code, and telephone number,
Including area code, of registrant’s principal executive offices)
Phone: +15022082098 E-mail: manage@cannabissuisse.com (Address, including zip code, and telephone number, Including area code, of registrantNone’s principal executive offices) |
Securities registered underpursuant to Section 12(b) of the Exchange ActAct:
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Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
NoneCommon Stock
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Securities registered under Section 12(g) of the Exchange Act
| CSUI |
| OTC Markets |
Securities registered under Section 12(g) of the Exchange Act: None
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 mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes⌧x No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☐ No ⌧
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’sregistrant’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“large accelerated filer” “accelerated filer”, “accelerated filer”, “non-accelerated filer”, “emerging growth company” and “smaller“smaller reporting company”company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ⌧ | Smaller reporting companyx | ⌧ |
Emerging growth company | ☐ |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o Nox⌧
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 2,855,00034,500,000 common sharesissued and outstanding as of August 15, 2017.October 26, 2020.
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TABLE OF CONTENTS
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TABLE OF CONTENTS |
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PART I | |
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PART I
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Item 1. | Description of Business. | 4 |
Item 1A. | Risk Factors. | 6 |
Item 1B. | Unresolved Staff Comments. | 6 |
Item 2 | Properties.Description of Property.
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Item 3. | Legal proceedings. | 6 |
Item 4. | Mine Safety Disclosures. | 76
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PART II | |
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PART II
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Item 5. | Market for Common Equity and Related Stockholder Matters. and Issuer Purchases of Equity Securities. | 7 |
Item 6. | Selected Financial Data. | 7 |
Item 7. | Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 9 |
Item 8. | Financial Statements and Supplementary Data. | 9 |
Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. | 2125
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Item 9A (T). | Controls and Procedures | 2125
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Item 9B. | Other Information. | 2226
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PART III | III | |
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Item 10 | Directors, Executive Officers, Promoters and Control Persons of the Company.Company. | 2226
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Item 11. | Executive Compensation. | 2428
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Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 2529
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Item 13. | Certain Relationships and Related Transactions, and Director Independence.Transactions. | 2529
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Item 14. | Principal Accounting Fees and Services. | 2529
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PART IV |
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PART IV
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Item 15. | Exhibits and Financial Statement Schedules | 2630
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Item 16. | Form 10–K Summary | 30 |
Signatures
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Signatures |
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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. 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.
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.
Item 1. Description of Business
Forward-looking statementsIn General
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. 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.
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. Our initial business direction was production of paper made from elephant dung for making different stationery products and distributing them mainly in Sri Lanka. The Company ceased the mentioned operations on March 1, 2020.
On February 20, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State for changing the Company’s name from ‘Geant Corp.’ to ‘Cannabis Suisse Corp.’
Following the acquisition of Cannabis Suisse LLC, we have been engaged in the business of production of OTC (over-the-counter) products - for example Cannabidiol (CBD) oils, as well as retail branded cannabis cigarettes, and other health related supplements.
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.at Lerzenstrasse 12, 8953 Dietikon, Switzerland. The Board of Directors considers the said premises appropriate for the business direction the Company is following. Our telephone number is +17027510467.+15022082098.
In General
We were incorporated inStock Transfer Agreement
On May 31, 2019, the StatePresident 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.
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,Company, Suneetha Nandana Silva Sudusinghe, will showcase our itemon behalf of the Company entered into a Stock Transfer Agreement with Cecillia Merige Jensen whereby the Company acquired through merger all of the issued and arrangeoutstanding capital stock of Cannabis Suisse LLC, a Wyoming limited liability company (“Subsidiary”). In exchange, Ms. Jensen received 10,000,000 shares of common stock of the Company from Mr. Sudusinghe. Mr. Sudusinghe’s share ownership in the Company has been reduced from 17,400,000 to 7,400,000 shares. Immediately prior to the above-mentioned transaction, the Company had 34,500,000 shares of common stock issued and outstanding and immediately after the above-mentioned transaction, the Company had 34,500,000 shares of common stock issued and outstanding.
The Subsidiary owns all of the capital stock of Grow Factory GmbH (“Grow Factory”), a limited liability company incorporated in Zurich, Switzerland March 13, 2017. Its registered office space is located at Lerzenstrasse 12, 8953 Dietikon, Switzerland. Grow Factory is a fully licensed cannabis cultivation and distribution company in Switzerland for recreational tobacco products and medical CBD oils and commenced its operations in March 2018.
Product Overview
The main business of the Company is cultivation and distribution of cannabis and the related products. Switzerland has the highest allowed legislative Tetrahydrocannabinol (THC) content in Europe (1%) for sales of cannabis products in retail outlets (without medical receipt). This condition makes Switzerland a perfect geographic location for manufacturing cannabis products and intending to scale the business into worldwide distribution.
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Various diluted sequences of THC/CBD ratio can be produced to match legislation and regulation on individual markets with potential clientsother permitted levels of THC. It enables worldwide production of OTC (over-the-counter) products - for example CBD oils, as well as retail branded cannabis cigarettes, 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.other health related supplements.
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 concentrateThe growing process has been streamed online on the manufacturing processwebsite https://www.cannabissuisse.com since June 25, 2019.
Grow Factory is distributing 4 gr. and 12 gr. flowerhead packages under the brand name of stationery items.Alpine Cannabis. They are distributed to 40 CBD sales places in Switzerland and various tank stations on the border between Italy and Switzerland. There are two different forms of packaging: a 12-gr box for the price of 44 CHF and a 4-gr box for the price of 22 CHF. A 12-gr box is specially made for about 40 special CBD stores in Switzerland, where the product is scheduled to come into immediately after production. A 4-gr box is meant for selling in tank stations on the border between Switzerland and Italy.
Corporate customers, speaking
Another line of products is Alpine Cannabis CBD Pure Base being an e-liquid base for electronic cigarettes. It provides a boost of CBD to extensive, mediumany favorite e-liquids and little scale organizations, different affiliationsis available with various degrees of CBD strengths. Alpine Cannabis CBD Pure Base provides: certified CBD concentration in 10 ml bottles; guaranteed absence of THC & totally nicotine-free e-liquid base; no alcohol and so on. Thisno animal extracts; U.S. pharmacopeia/food grade ingredients; tamper-proof and childproof package; diacetyl free and quality-controlled production. The product contains 100% of propylene glycol and various levels of CBD, such as 100mg, 300mg and 500mg per 10 ml bottle, and 200mg, 500mg and 1000mg per 30 ml bottle. The prices range from ˆ19.00 for Alpine Cannabis CBD PURE BASE 100 mg 10 ml bottles to ˆ89.00 for Alpine Cannabis CBD PURE BASE 1000 mg 30 ml bottles.
The Company is also engaged in production of pre-rolled cannabis joints based on the V1 Cannabis Strain. They are wrapped in premium quality paper from RAW (rolling papers) brand and are made only of quality fresh buds (no leaves) cultivated with non-pesticide fertilizers and biological control agents. The new product line of handmade pre-rolled CBD joints contains no additives. They are free from pesticides, fungicides, heavy metals or nicotine. Cannabis Suisse is the first company in Switzerland to offer this uniquely blended fusion of organic cones with optimally boosted CBD content. The THC level is naturally kept under 1%. CBD flower pre-rolled joints are an all-natural alternative to CBD oil products. They offer pain-relieving, calming, and anti-inflammatory properties.
Market background
In August 2018, Forbes magazine listed Switzerland as the third most overlooked marijuana market in the world.
Cannabis users from California, Colorado, Arizona, Oregon, and Washington spent around $36 million in pre-rolled joints only in May of 2019 according to the report introduced by BDS Analytics. (https://bdsa.com/wp-content/uploads/2019/07/CPI-Template-May.pdf) Apart from that, at the end of 2019, the Swiss government finally removed the 25% tobacco tax which was a somewhat generous fragmentsignificant event for the country. In five years from now, Europe is expected to become the largest legal cannabis market in the world. In 2019, the industry there has grown more than in the last six years together.
Some European countries like Germany, Denmark, Malta, Greece, and Italy discussed the possibility of creating a completely regulated cannabis market by 2028. Furthermore, Luxembourg intends to introduce a regulated market for adult use of cannabis by 2023.
The research conducted by the business sector, which developsBrightfield Group, and routinely creates interest for different corporate blessings, gifts; thingsbased on impending regulatory changes in EU, indicates that advance brand mindfulness and so on.the European CBD market is expected to be worth $1.7 billion by 2023. The cannabis market in general is also set to experience rapid growth, from $318 million in 2018 to nearly $8 billion by 2023.
Competition
We know that there are a number of obstacles to enteringacknowledge the market of dung paperCBD-related items and the competition is rather high.competitive. 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 inis the established customer base and marketing outlets. Howbeit,Nevertheless, we arrangedarrange on a wholesale exchange, for the most part, so we will have capacity to offer our itemitems for extensive organizations in huge amount. Soamounts. Therefore, we believe our item is more extensive, andthe quality is better, and our ways to deal with business are more flexible.
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The Swiss market has a few big competitors now, the rest are small farms with under 1,000 plants in production and mostly outdoor. The big farms have more than 20,000 plants in indoor growing and from 10 to 50 Acres of our biggest competitive advantagesoutdoor growing. With the indoor growing, it is that our itemvery difficult to get good quality harvest, so a lot of small farms were closed in 2018 as it was difficult to make a profit with farms of 1,000 -3,000 plants.
Grow Factory has growers with many years of indoor growing experience. This results in the Company making about 20-grams of high-quality flower heads per plant over an 8-week period. It is raw materialquite difficult to find a landlord in Switzerland for different companies. Soindoor grow who accepts CBD production. Currently Grow Factory rents the territory of 400 m2. It is not enough for the further development so the Company needs an approval for the new 4000 m2 place which is planned to be available soon.
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The prices on weed have been decreasing in Switzerland, so in order to get a part of the market, Grow Factory has to reduce the price and produce more hemp. A 12 gr flowerhead box generally costs 50 CF, so Grow Factory will sell 1 gr more than their competitors do for 50 CF and we would havebelieve the product is of a major measuremuch higher quality. We believe Grow Factory will get a huge part of delivering itemthe CBD market when it is known by the customers. A 4 gr flowerhead box costs 22 CF. Competitors sell 3 or 3.5 gr boxes at the brief timeframe.same price. Sales price for Grow Factory products will not increase a lot. It is more important for the Company to get well-known and branded in Switzerland.
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.Marketing
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.
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 such as web advertisements, press releases, 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
The website related to direct activity tocannabis cultivation is https://www.cannabissuisse.com. The growing process is streamed online on this website. Also, it includes the information about the main Company’s products, our siteteam 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. plans for further development.
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 solechief executive 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. The Company has discontinued using the mentioned office space on March 1, 2020.
OnSeptember 28, 2016, the Company hasentered into a rental agreement for office space beginning January 1, 2017 through January 1, 2018. The rental agreement was extended through March 1, 2020. The premises were used as a representative office for customers. For the years ended May 31, 2020 and 2019, $1,240 and $1,440 of rent expense was recorded, respectively.
On April 18, 2017, the Company signed a Rent office agreement, beginning on JanuaryJune 1, 2017 andwhich will terminate on January 01, 2018.May 31, 2022. These premises will be used as a representative office for the customers.customers of Grow Factory GmbH. The rent payment is $120$6,646 per month. As ofFor the year ended May 31, 20172020, we have $600$82,186 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 have no employees, otherOther than our sole officerofficers and director Suneetha Nandana Silva Sudusinghe.directors, we currently do not have any employees.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 2. Description of Property
We do not own any real estate or other properties.
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.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
ThereThe Company’s common stock began trading on May 10, 2019, on the over-the-counter market, and is a limited public market for our common shares. Our common shares are notnow 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 Board is often thin 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 for our common stock.Pink on October 26, 2020 was $0.075.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through 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 requirements of a regional or national stock exchange.
Number of Holders
As of May 31, 2017,2020, the2,855,000 34,500,000 issued and outstanding shares of common stock were held by a total of 31 shareholder42 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal yearyears ended May 31, 20172020 and 2016.2019.
Recent Sales of Unregistered Securities
The Company has 75,000,000,250,000,000, $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.
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
Not applicable to smaller reporting companies.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this 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 consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations for the yearyears ended May 31, 20172020 and 2016:2019:
Revenue and cost of goods sold
For the year ended May 31, 20172019 the Company generated total revenue of $14,192$7,530 from selling products to the customer. The cost of goods sold for the year ended May 31, 20172019 was $3,898$2,538,which represent the cost of raw materials.materials.
For the year ended May 31, 20162020 the Company generated nototal revenue of $242,739 from selling products to our customers. The cost of goods sold for the year ended May 31, 2020 was $327,526, which represent the cost of raw materials.
.Operating expenses
Operating expenses
Total operating expenses for the year ended May 31, 20172019 were $36,966.$27,720. The operating expenses for the year ended May 31, 20172019 included advertising expenseprofessional fees of $11,970; bank charges of $1,111;$17,950; depreciation expense of $2,588; legal fees$5,503 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.$4,267.
Total operating expenses for the year ended May 31, 20162020 were $433.$266,529. The operating expenses for the year ended May 31, 20162020 included website expenseprofessional fees of $280; bank charges of $120;$72,074; depreciation expense of $33.$20,071 and general and administrative expenses of $174,384.
Net Loss
The net loss for the yearyears ended May 31, 20172020 and 20162019 was $26,672$389,228 and $433.$22,728, respectively.
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Liquidity and Capital Resources and Cash Requirements
Atyear endedAs of May 31, 2017,2020, the Company had cash of $6,185$5 ($1,06584,181 as of May 31, 2016).Furthermore,2019). Furthermore, the Company had a working capital deficit of $13,095 (deficit$540,594 ($135,518 as of $353 as ofMayMay 31, 2016)2019).
During theyear ended May 31, 2017,2020, the Company used $32,221$278,788 of cash in operating activities due to its net loss of $389,228; depreciation and amortization of $20,071; impairment expense $37,912; increase in accounts receivable of $74,320;increase in VAT tax receivable $1,442;decrease in inventory of $18,268; increase in accounts payable of $61,864, increase in accrued expenses of $11,064; increase in accrued wages of $38,625; increase in prepaid taxes of $12,069 and decrease in prepaid expenses of $823, increase in inventory of $7,034; decrease in accounts payable of $280 and depreciation of $2,588. $10,467.
During theyear ended May 31, 2016,2019, the Company used $2,082$11,860 of cash in operating activities due to its net loss andof $22,728; increase in inventory of $1,962; increase in accounts payable of $280$5,365; and depreciation of $33. $5,503.
During the year ended May 31, 20172020, the Company used $22,852 ofdid not have cash in investing activities, spent on purchase of equipment.activities.
During the year ended May 31, 20162019, the Company used $1,953generated $70,854 of cash in investing activities spent on purchaseas a result of equipment.the Cannabis Suisse LLC Acquisition.
During the year ended May 31, 2017,2020, the Company generated $60,195$196,142 of cash in financing activities, which came fromloan advances from directorrelated parties of $160,970, related party receivables of $10,040 and shares purchase.bank indebtedness of $45,212.
During the year ended May 31, 2016,2019, the Company generated $5,100$19,000 of cash in financing activities, which came from loanadvances from director and shares purchase.related parties.
Our auditors have issued a “going concern”“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’sCompany’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’sCompany’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.business operations. 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.
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's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Related Party Transactions
It wasThere are two signed loan agreementagreements between GeantCannabis Suisse Corp. and the directorPresident/CEO and a Director of the Company, Suneetha Nandana Silva Sudusinghe.Director has The CEO agreed to loan the Loan Amount to the Company in the event of not raising sufficient amount of funds from the offering in accordance to the Form S-1 registration statement of the Company; the director agreesagreed to loan the Loan Amount to the Company on demand of the Company; the Company will conduct the repayments of all amountamounts of Director’sthe Director’s loan accordingly to the sequence of loans; the director will be repaid from revenues of the Company, when it starts to earn significant revenues; advanced Loan funds are non-interest bearing, secured and payable upon demand;demand. As discussed in Note 8 to the financial statements, the Company's cash was held by the Company's Secretary, Cecillia Jensen.
8
Critical Accounting Policies
The preparation of financial statements in 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 reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period 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 fair presentation of their financial condition and results of operations for the periods presented.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
GEANT CORP.
FINANCIAL STATEMENTS
Year Ended May 31, 2017 and Period From February 26, 2016 (inception) to May 31, 2016
Table of Contents
| | Page
|
Report of Independent Registered Public Accounting Firm
| | 11
|
Balance Sheets as of May 31, 2017 and May 31, 2017
| | 13
|
Statements of Operations for the year ended May 31, 2017 and May 31, 2016
| | 14
|
Statement ofChanges inStockholders’ Equity For the period from February 26, 2016 (inception) to May 31, 2017
| | 15
|
Statements of Cash Flows for the year ended May 31, 2017 and May 31, 2016
| | 16
|
Notes to Financial Statements
| | 17
|
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
9
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
CONSOLIDATEDFINANCIAL STATEMENTS
Years Ended May 31, 2020 and 2019
Table of Contents
| |
| Page |
Reports of Independent Registered Public Accounting Firms | 11 |
Consolidated Balance Sheets as of May 31, 2020 and 2019 | 12 |
Consolidated Statements of Operations and Comprehensive Loss for the years ended May 31, 2020 and 2019 | 13 |
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the years ended May 31, 2020 and 2019 | 14 |
Consolidated Statements of Cash Flows for the years ended May 31, 2020 and 2019 | 15 |
Notes to the Consolidated Financial Statements | 16 |
10
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 consolidated balance sheetsheets of GEANTCannabis Suisse Corp. (the Company) as of May 31, 2017,and 2019, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’stockholders’ (deficit) equity, and cash flows for yearyears ended May 31, 2017. GEANT Corp.’s management is responsibleand 2019, and the related notes (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 and 2019, and the results of its operations and its cash flows for thesethe years ended and 2019, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
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 auditsaudit 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,Substantial Doubt about the financial statements referredCompany’s Ability to above present fairly, in all material respects, the financial position of GEANT Corp.Continue 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.a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements,3, the Company has limited revenues and recurring losses as of and has not completed its efforts to establish a historystabilized source of revenues to cover operating losses, has limited cash resources,costs over an extended period of time. These factors, and its viability is dependent upon its abilitythe need for additional financing in order for the Company to meet future financing requirements. These factorsits business plans, raise substantial doubt about the Company’sCompany’s ability to continue as a going concern. Management’s plans in regardOur opinion is not modified with respect 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.matter.
/s/ Fruci & Associates II, PLLC
Fruci & Associates II, PLLC
Spokane, WA
August 17, 2017
GEANT CORP.
We have served as the Company’s auditor since 2019. |
|
|
Tampa, Florida |
|
|
October 26, 2020 |
11
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
CONSOLIDATED 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, 2020 |
| May 31, 2019 |
ASSETS |
|
|
|
|
| Current Assets |
|
|
|
|
|
| Cash and Cash Equivalents | $ | 5 | $ | 84,181 |
|
| Accounts Receivable, net |
| 76,848 |
| 2,528 |
|
| Related Party Receivable |
| 10,040 |
| - |
|
| Inventory, net |
| 58,061 |
| 76,329 |
|
| Prepaid Expenses |
| - |
| 10,467 |
|
| Prepaid Taxes |
| 12,069 |
| - |
| Total Current Assets |
| 157,023 |
| 173,505 |
| Fixed Assets, net |
| 85,039 |
| 93,038 |
| Other Assets |
|
|
|
|
|
| Goodwill |
| - |
| 65,675 |
|
| VAT Tax Receivable |
| 1,810 |
| 368 |
|
| Operating lease right of use asset |
| 139,653 |
| - |
| Total Other Assets |
| 141,463 |
| 66,043 |
TOTAL ASSETS | $ | 383,525 | $ | 332,586 |
LIABILITIES & STOCKHOLDERS’ EQUITY |
|
|
|
|
| Liabilities |
|
|
|
|
|
| Current Liabilities |
|
|
|
|
|
|
| Accounts Payable | $ | 108,973 | $ | 47,109 |
|
|
| Accrued Expenses |
| 18,478 |
| 7,414 |
|
|
| Accrued Wages |
| 38,625 |
| - |
|
|
| Advances from Related Parties |
| 415,470 |
| 254,500 |
|
|
| Bank Indebtedness (Note 7) |
| 45,212 |
| - |
|
|
| Lease Liabilities - Short-term |
| 70,859 |
| - |
|
| Total Current Liabilities |
| 697,617 |
| 309,023 |
|
| Non-Current Liabilities |
|
|
|
|
|
|
| Long Term Loan |
| 3,622 |
| 3,622 |
|
|
| Lease Liabilities - Long-term |
| 68,794 |
| - |
|
| Total Non-Current Liabilities |
| 72,416 |
| 3,622 |
| Total Liabilities |
| 770,033 |
| 312,645 |
| Commitments and Contingencies (Note 6) |
|
|
|
|
| Stockholders’ Equity |
|
|
|
|
|
| Common stock, par value $0.001; 250,000,000 shares authorized, 34,500,000 shares issued and outstanding as of May 31, 2020 and 2019 |
| 34,500 |
| 34,500 |
|
| Additional Paid-In-Capital |
| 51,695 |
| 51,695 |
|
| Accumulated other comprehensive loss |
| (17,221) |
| - |
|
| Accumulated Deficit |
| (455,482) |
| (66,254) |
| Total Stockholders’ Equity |
| (386,508) |
| 19,941 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 383,525 | $ | 332,586 |
The accompanying notes are an integral part of these statements.
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 | |
| | | | | | | |
The accompanying notes are an integral part of these statements.
12
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
GEANT CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITYOPERATIONS AND COMPREHENSIVE LOSS
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 | |
| | | | |
|
| For the year ended May 31, 2020 |
| For the year ended May 31, 2019 |
|
|
|
|
|
REVENUES |
|
|
|
|
Sales of paper products | $ | 1,066 | $ | 7,530 |
Sales of cannabis |
| 181,609 |
| - |
Sales of face masks/disinfectant |
| 60,064 |
| - |
Total Revenues |
| 242,739 |
| 7,530 |
Cost of goods sold |
| 327,526 |
| 2,538 |
Gross (Loss) Profit |
| (84,787) |
| 4,992 |
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
Professional fees |
| 72,074 |
| 17,950 |
Depreciation and amortization |
| 20,071 |
| 5,503 |
General and administrative expenses |
| 174,384 |
| 4,267 |
TOTAL OPERATING EXPENSES |
| 266,529 |
| 27,720 |
|
|
|
|
|
OPERATING LOSS |
| (351,316) |
| (22,728) |
|
|
|
|
|
Other expenses: |
|
|
|
|
Impairment expense |
| 37,912 |
| - |
|
|
|
|
|
PROVISION FOR INCOME TAXES |
| - |
| - |
NET LOSS | $ | (389,228) | $ | (22,728) |
|
|
|
|
|
Other comprehensive loss: |
|
|
|
|
Foreign currency translation adjustment |
| (17,221) |
| - |
|
|
|
|
|
COMPREHENSIVE LOSS | $ | (406,449) | $ | (22,728) |
|
|
|
|
|
NET LOSS PER SHARE: BASIC AND DILUTED | $ | (0.00) | $ | (0.00) |
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
| 35,541,096 |
| 51,976,712 |
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.
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 | |
The accompanying notes are an integral part of these statements.
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERSGEANT CORP.’ EQUITY (DEFICIT)
| | | | | | | |
| Common Stock | Additional Paid-In-Capital | Discount on Common Stock | Accumulated other comprehensive loss | Accumulated Deficit | Total Stockholders’ Equity (Deficit) |
| Shares | Amount |
|
|
|
|
|
Balance, May 31, 2018 | 57,100,000 | $ 57,100 | $ - | $ (20,905) | $ - | $ (43,526) | $ (7,331) |
|
|
|
|
|
|
|
|
Shares issued for acquisition | 10,000,000 | 10,000 | 40,000 | - | - | - | 50,000 |
Net loss | - | - | - | - | - | (22,728) | (22,728) |
Return of common stock | (32,600,000) | (32,600) | 11,695 | 20,905 |
| - | - |
|
|
|
|
|
|
|
|
Balance, May 31, 2019 | 34,500,000 | $ 34,500 | $ 51,695 | $ - | $ - | $ (66,254) | $ 19,941
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment | - | - | - | - | (17,221) | - | (17,221) |
Net loss | - | - | - | - | - | (389,228) | (389,228) |
|
|
|
|
|
|
|
|
Balance, May 31, 2020 | 34,500,000 | $ 34,500 | $ 51,695 | $ - | $ (17,221) | $ (455,482) | $ (386,508) |
The accompanying notes are an integral part of these statements.
14
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | |
|
|
|
|
| Year ended May 31, 2020 |
| Year ended May 31, 2019 | |
|
| OPERATING ACTIVITIES |
|
|
|
|
| |
|
|
| Net loss | $ | (389,228) |
| $ | (22,728) | |
|
|
| Depreciation and amortization |
| 20,071 |
|
| 5,503 | |
|
|
| Impairment expense |
| 37,912 |
|
| - | |
|
|
| Adjustments to reconcile net loss |
|
|
|
|
| |
|
|
| to net cash provided by operations: |
|
|
|
|
| |
|
|
|
| Accounts receivable |
| (74,320) |
|
| - | |
|
|
|
| VAT tax receivable |
| (1,442) |
|
| - | |
|
|
|
| Inventory |
| 18,268 |
|
| 5,365 | |
|
|
|
| Prepaid expenses |
| 10,467 |
|
| - | |
|
|
|
| Prepaid taxes |
| (12,069) |
|
| - | |
|
|
|
| Accounts payable |
| 61,864 |
|
| - | |
|
|
|
| Accrued expenses |
| 11,064 |
|
| - | |
|
|
|
| Accrued wages |
| 38,625 |
|
| - | |
|
| Net cash used in Operating Activities |
| (278,788) |
|
| (11,860) | |
|
| INVESTING ACTIVITIES |
|
|
|
|
| |
|
|
| Business combination, net of cash acquired |
| - |
|
| 70,854 | |
|
| Net cash provided by Investing Activities |
| - |
|
| 70,854 | |
|
| FINANCING ACTIVITIES |
|
|
|
|
| |
|
|
| Advances from related parties |
| 160,970 |
|
| 19,000 | |
|
|
| Related party receivables |
| (10,040) |
|
| - | |
|
|
| Bank indebtedness |
| 45,212 |
|
| - | |
|
| Net cash provided by (used in) Financing Activities |
| 196,142 |
|
| 19,000 | |
| Effect of exchange rate on cash |
| (1,530) |
|
| - |
| Net cash increase (decrease) for period |
| (84,176) |
|
| 77,994 |
Cash at beginning of period |
| 84,181 |
|
| 6,187 |
Cash at end of period | $ | 5 |
| $ | 84,181 |
|
|
|
|
|
|
SUPPLEMENTAL |
|
|
|
|
|
| Cash paid for taxes | $ | - |
| $ | - |
| Cash paid for interest | $ | - |
| $ | - |
|
|
|
|
|
|
Supplemental disclosures of cash flow information on the cash flow |
|
|
|
|
|
| Operating lease right to use asset exchanged for operating lease liability | $ | 195,394 |
| $ | - |
|
|
|
|
|
|
|
NON-CASH ACTIVITIES: |
|
|
|
|
|
| Shares issued for acquisition | $ | - |
| $ | 50,000 |
The accompanying notes are an integral part of these statements.
15
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 20172020 and 2019
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
GeantCannabis Suisse Corp. (“the Company”, “we”, “us” or “our”(“Company”) 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
On February 20, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State which changed the Company’s name from Geant Corp. to Cannabis Suisse Corp.
Following the acquisition of Cannabis Suisse LLC (see Note 4), the Company has been engaged in the business of production of OTC (over-the-counter) products - for example CBD oils, as well as retail branded cigarettes, and other health related supplements.
On March 1, 2020, the management of the Company decided to cease operations involving elephant dung-made paper based in Sri Lanka and discontinue using the premises located at Kiranthidiya road 114, Beruwala, Sri Lanka, 12070. Our phone number is +17027510467.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation ofDue to the COVID-19 pandemic, starting April 2020, the Company as a going concern. However,has been engaged in selling of face masks and disinfectants in order to extend the Company had limited revenues asnumber of May 31, 2017. The Company has not completed its effortsavailable products and provide the customers with an opportunity to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt aboutcomply with the Company’s ability to continue as a going concern.safety measures.
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 3 2 – SUMMARY OF SIGNIFCANTSIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and consolidation
The accompanying consolidated 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 yearendCompany’s year-end is May 31. The consolidated financial statements include the accounts of the Company and its wholly - owned subsidiary Cannabis Suisse LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.
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 $6,186$5 and $1,065$84,181 of cash and cash equivalents as of May 31, 20172020 and 2016.2019, respectively.
Prepaid ExpensesAccounts Receivable
Prepaid Expenses are recorded at fair market value. The Company had $823records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of prepaid rent asthe collectability of Maythe accounts and prior loss experience. No allowance for doubtful accounts was recorded for the years ended March 31, 20172020 and$0 of prepaid expenses as of May 31, 2016. 2019.
Inventories
Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (FIFO) method. The Company had $8,996$58,061 and $1,962$76,329 in inventory as of May 31, 20172020 and 2016.2019, respectively. The Company also determines a reserve for excess and obsolete inventory based on historical usage, and projecting the year in which inventory will be consumed into a finished product. The valuation of inventories requires management to make significant assumptions, including the assessment of market value by inventory category considering historical usage, future usage and market demand for their products, and qualitative judgments related to discontinued, slow moving and obsolete inventories. The Company had $5,937 and $0 in reserve for excess and obsolete inventory as of May 31, 2020 and 2019, respectively.
The Company had $9,408 and $0 of work in progress (WIP) inventory as of May 31, 2020 and 2019, respectively. Cannabis plants in the growth process are recognized as a WIP inventory.
16
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2020 and 2019
The following table sets out a breakdown of the inventory by classes as of May 31, 2020 and 2019:
| | | | |
|
| May 31, 2020 |
| May 31, 2019 |
Raw materials | $ | 26,768 | $ | 76,329 |
Finished goods |
| 27,821 |
| - |
Work in Process inventory |
| 9,408 |
| - |
Reserve for inventory |
| (5,936) |
| - |
Total Inventory | $ | 58,061 | $ | 76,329 |
Property and equipment
Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:
Equipment, Furniture and fixtures
5-10 years
Office machines, IT equipment
5-10 years
Leasehold Improvements
2-5 years
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to the statement of income as incurred, whereas significant renewals and betterments are capitalized.
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using the straight-line balance method over the estimated useful life of the assets. We estimateThe Company estimates that the useful life of our equipmentisits equipment is five years and industrial water filter is seven years.Expendituresyears. 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 removed from theappropriatedthe appropriated accounts and the resultant gain or loss is included in net income.
GEANT CORP.Impairment
Goodwill. Goodwill is not subject to amortization and is reviewed at least annually in the fourth quarter of each year. The impairment test consists of comparing a reporting unitNOTES TO THE FINANCIAL STATEMENTS’s fair value to its carrying value. A significant amount of judgment is involved in determining if an indicator of goodwill impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and the testing for recoverability of a significant asset group. Companies have the option to evaluate goodwill impairment based upon qualitative factors similar to the indicators described above. If it is determined that the estimated fair value of the reporting unit is more likely than not less than the carrying amount, including goodwill, a quantitative assessment is required. Otherwise, no further analysis is necessary.
MAYImpairment 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. Our 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 year ended May 31, 20172020, the Company recognized an impairment of intangibles in the amount of $37,912.
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
Fair Value of Financial Instruments
Accounting Standards Codification (“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.
17
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2020 and 2019
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. |
The carrying value of the Company’s cash, other current assets, accounts payable, accrued expenses and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
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 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.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition” ("ASC-605"), whichAccounting Standards Update (ASU) 2014-09, Revenue from contracts with customers (Topic 606). Revenue is recognized when a customer obtains control of promised goods of services. In addition, the standard requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed naturedisclosure of the selling pricesnature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects 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 timeconsiderations that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the customer jointly determineCompany satisfies each performance obligation.
The Company only applies the five-step model to contracts when it is probably that the productentity will collect the consideration it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (FASB) ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.
Sales Concentration
A significant portion of the Company’s revenue has been delivered or no refund will be required.derived from three customers. For the year ended May 31, 2020 and 2019, the three largest customers accounted for 82% and 0%, respectively, of the Company's total revenue.
Cost of Goods Sold
Cost of goods sold includes direct costs of selling items, direct labor cost, rent expense and electricity.
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.
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. As most of the leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing 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. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
18
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2020 and 2019
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Adjustments have been made to the Consolidated Statements of Cash Flows for fiscal year ended May 31, 2019, where advances due to related parties of $3,622 was reclassified as a long-term loan. These changes in classification do not affect previously reported cash flows from operating activities in the Consolidated Statements of Cash Flows.
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, 20172020 and 2019, there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive IncomeForeign Currency Translation
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assetsAssets and liabilities thatof the Company’s Swiss subsidiary are reported directlytranslated from Swiss francs to United States dollars at exchange rates in equity such aseffect at the balance sheet date. Income and expenses are translated at average exchange rates during the year. The translation adjustments on investmentsfor the reporting period are included in foreign subsidiariesthe Company’s consolidated statements of operations 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.the cumulative effect of these adjustments are reported in the Company’s consolidated balance sheets as accumulated other comprehensive loss within Stockholder’s Equity.
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.
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2017
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
Recent Accounting Pronouncements
WeIn February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 (Topic 842) Leases. Under this new guidance, lessees (including lessees under leases classified as finance leases, which are to be classified based on criteria similar to that applicable to capital leases under current guidance, and leases classified as operating leases) will recognize a right-to-use asset and a lease liability on the balance sheet, initially measured as the present value of lease payments under the lease. Under current guidance, operating leases are not recognized on the balance sheet. However, the new guidance permits companies to make an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise). If this election is made, lease payments under short term leases will be recognized on a straight-line basis over the lease term. The Company adopted the new guidance effective June 1, 2019, using a modified retrospective method, under which it will record an immaterial cumulative adjustment to retained earnings rather than retrospectively adjusting prior periods. The Company also elected to adopt the policy not to apply the recognition provisions to short term leases.
With the exception of the new standard discussed above, there have reviewed all the recently issued, but not yet effective,been no other recent accounting pronouncements and we do not believe any of theseor changes in accounting 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, 2017and2020, that are of significance or potential significance to the Company
NOTE 3 – GOING CONCERN
The accompanying consolidated 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 we2020. 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 - BUSINESS COMBINATION
On May 31, 2019, the President of the Company, Suneetha Nandana Silva Sudusinghe, on behalf of the Company, entered into a Stock Transfer Agreement with Cecillia Merige Jensen whereby the Company acquired through merger all of the issued and outstanding capital stock of Cannabis Suisse LLC, a Wyoming limited liability company (“Subsidiary”). In exchange, Ms. Jensen received 10,000,000 shares of common stock of the Company from Mr. Sudusinghe. Mr. Sudusinghe’s share ownership in the Company was reduced from 17,400,000 to 7,400,000 shares.
19
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2020 and 2019
The Subsidiary owns all of the capital stock of Grow Factory GmbH, a limited liability company incorporated in Zurich, Switzerland on March 13, 2017. Its registered office space is located in Dietikon, Switzerland. Grow Factory is a fully licensed cannabis cultivation and distribution company in Switzerland for recreational tobacco products and medical CBD oils and commenced its operations in March 2018.
| | |
Assets acquired: | | |
Cash and Cash Equivalents | $ | 70,854 |
Accounts Receivable | | 2,528 |
Inventory | | 75,000 |
VAT Tax Receivable | | 368 |
Prepaid Expenses | | 10,467 |
Property and Equipment | | 85,050 |
Total identifiable assets acquired | | 244,267 |
Liabilities assumed: | | |
Accounts Payable | | (21,143) |
Accrued Liabilities | | (7,414) |
Advances from Related Parties | | (203,622) |
Total identifiable liabilities assumed | | (232,179) |
Net identifiable assets acquired | | 12,088 |
Intangible Asset | | 37,912 |
Total purchase price allocation | $ | 50,000 |
The purchase price allocation was preliminary at May 31, 2019. During the year ended May 31, 2020, the Company completed a third-party valuation and finalized the assets acquired and liabilities assumed. The final amounts allocated to assets acquired and liabilities assumed resulted in a decrease in intangibles from May 31, 2019 in the amount of approximately $28,000.
Pro Forma Disclosures
The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Grow Factory for the year ended May 31, 2019, respectively, as if this business combination had occurred as of June 1, 2018. The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to each of these acquisitions and the related equity issuances as if each had occurred on June 1, 2018. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company's future results of operations.
The following table summarizes on an unaudited pro forma basis the Company's results of operations for the years ended May 31, 2019:
| | |
| 2019 |
Net revenue | $ | 17,450 |
Net loss |
| (367,097) |
Net loss per share - basic and diluted | $ | (0.00) |
Weighted average number of shares of common stock outstanding - basic and diluted |
| 51,976,712 |
20
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2020 and 2019
The calculations of pro forma net revenue and pro forma net loss give effect to the business combination for the period from June 1, 2018 until the respective closing dates for (i) the historical net revenue and net income (loss), as applicable, of the acquired businesses, and (ii) incremental depreciation and amortization for the business combination based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives.
NOTE 5 – PROPERTY AND EQUIPMENT
| | | | |
| May 31, 2020 |
| May 31, 2019 |
Equipment | $ | 70,998 | $ | 58,778 |
Furniture and fixtures |
| 42,684 |
| 31,881 |
Office machines, IT equipment |
| 1,992 |
| 9,044 |
Leasehold improvements |
| 8,354 |
| 8,354 |
Accumulated depreciation |
| (38,989) |
| (15,019) |
Net property and equipment | $ | 85,039 | $ | 93,038 |
For the years ended May 31, 2020 and 2019 the Company recognized depreciation expense in the amount of $2,588$20,071 and $33 accordingly.$5,503, respectively.
NOTE 5 6 – COMMITMENTS AND CONTINGENCIES
Our sole officer and director, 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, 2016, the Company hasentered into a rental agreement for office space beginning January 1, 2017 through January 1, 2018. The rental agreement was extended through March 1, 2020. The premises were used as a representative office for customers. For the years ended May 31, 2020 and 2019, $1,240 and $1,440 of rent expense was recorded, respectively.
On April 18, 2017, the Company signed a Rent office agreement, beginning on JanuaryJune 1, 2017 andwhich will terminate on January 01, 2018.May 31, 2022. These premises will be used as a representative office for the customers.customers of Grow Factory GmbH. The rent expense forpayment is $6,646 per month. For the year ended May 31, 2017 was $600.2020, we have $82,186 of rent expense.
The Company implemented a new accounting policy according to the ASC 842, Leases, on June 1, 2019 on a modified retrospective basis and did not restate comparative periods. Under the new policy, the Company recognized approximately $146,243 lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of May 31, 2020, discounted at the incremental borrowing rate. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.
As of May 31, 2020 and 2019, the right-of use asset and lease liabilities are as follows:
| | | | | | |
| Year ended | |
| May 31, 2020 |
| May 31, 2019 |
|
|
|
|
|
|
Right-of-use asset – operating leases | $ | 139,653 |
| $ | - |
| | |
| | |
Lease Liabilities - Short-term | $ | 70,859 |
| $ | - |
Lease Liabilities - Long-term | | 68,794 |
| | - |
Total Lease Liabilities | $ | 139,653 |
| $ | - |
21
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 |
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2020 and 2019
Lease cost and other information
| | | | | |
| Year ended |
| May 31, 2020 |
| May 31, 2019 |
|
|
|
|
|
|
Operating lease cost | $ | 74,926 |
| $ | 63,230 |
Weighted average remaining lease term - Operating leases (years) |
| 2 |
|
| - |
Weighted average discount rate |
| 3% |
|
| - |
Required future principal payments under the Company’s lease obligation are set forth below:
Year ending May 31
| | |
2021 | $ | 79,752 |
2022 |
| 79,752 |
Total | $ | 159,504 |
NOTE 7 - BANK INDEBTEDNESS
On March 26, 2020, due to COVID-19 the Company's Subsidiary, Cannabis Suisse LLC, entered into a loan agreement with a bank for CHF60,000. The loan carries an interest rate of 0.5% per year. The term of the loan is 5 years. The state acts as the guarantor for this loan. Accrued interest on this loan was $0 as of May 31, 2020.
NOTE 6 8 –RELATED PARTY TRANSACTIONS
The Company is utilizing and will continue to utilize funds from our sole officer and director who’s president has verbally agreed to provide aninterest free advances, due on demand, to the Company up to $100,000. As of May 31, 2020 and 2019, the Company has drawn $56,323 and $54,500, respectively, of advances. In addition, the Company’s president has agreed to provide production space in Sri Lanka at no charge for the production of goods through December 2020. The Company has decided to discontinue using the mentioned office space since March 1, 2020.
The Company received $359,147 and $200,000 as advances from the Company’s secretary, Cecillia Jensen,
as of May 31, 2020 and 2019, respectively. The advances are interest-free and due on demand.
The Company received $3,622 as a long-term loan as indicated by a verbal agreement finished up between Mr.Sudusingheof May 31, 2020 and Geant Corp.2019. This loan is interest-free.
The Company's cash in the amount of $50,000.$10,040 as of May 31, 2020, was held by the Company's Secretary. The balance is included in related party receivable on the consolidated balance sheets.
Our sole officerNOTE 9 – COMMON STOCK
On January 23, 2019, the Company effected a forward split of the outstanding common stock on a one (1) for twenty (20) basis. All share figures have been retroactively restated to reflect the stock split.
On February 20, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State which increased the Company’s authorized shares of common stock from 75,000,000 to 250,000,000.
Also, during the year ended May 31, 2019, the Company had 32,600,000 shares of common stock returned. On March 8, 2019, a total of 22,600,000 shares related to the cancellation of restricted shares were returned to reduce the director’s percentage of shares. On May 31, 2019, 10,000,000 shares were returned to be issued for the acquisition of Cannabis Suisse LLC.
22
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2020 and director,2019
A total of 10,000,000 shares of restricted stock were issued in the name of Cecillia Merige Jensen in accordance with the material definitive agreement dated May 31, 2019. Suneetha Nandana Silva Sudusinghe, the President of the Company, on behalf of the Company entered into a Stock Transfer Agreement with Cecillia Merige Jensen. Following the terms of the Agreement, the Company acquired all the issued and outstanding capital stock of Cannabis Suisse LLC. In exchange, Ms. Jensen received 10,000,000 shares of common stock of the Company.
NOTE 10 –REPORTABLE SEGMENTS
Reportable Segments
The Company follows segment reporting in accordance with ASC Topic 280, Segment Reporting. As a result of the business combination with Cannabis Suisse LLC in May 2019 as discussed in Note 4, the Company has agreedchanged its operating segments to provide us his own premisesconsist of the Cannabis Suisse LLC segment and the Cannabis Suisse Corp segment. After the Cannabis Suisse LLC business combination, the Company's CEO began assessing performance and allocating resources based on the financial information of these two reporting segments.
The Cannabis Suisse Corp segment produces the paper made from elephant dung for free. He won’t take any fee for these premises. Itmaking various stationery products and subsequent selling thereof. The Company ceased the mentioned operations on March 1, 2020. The Cannabis Suisse LLC segment is usedinvolved in cannabis cultivation and distribution in Switzerland of recreational tobacco products and medical CBD oils.
Net revenue by reporting segment for the production of goods.
As ofyears ended May 31, 2017, our sole director has loaned to2020 and 2019, is as follows:
| | | | |
| 2020 |
| 2019 |
Cannabis Suisse Corp | $ | 1,066 | $ | 7,530 |
Cannabis Suisse LLC |
| 241,673 |
| - |
Total Revenue | $ | 242,739 | $ | 7,530 |
Gross profit by reporting segment for the Company $29,100. The related party loan to the sole member of the boardyears ended May 31, 2020 and president of the company2019, is unsecured, interest free and due on demand. The balance due to the director and president of the company was $29,100as follows:
| | | | |
| 2020 |
| 2019 |
Cannabis Suisse Corp | $ | (263) | $ | 4,992 |
Cannabis Suisse LLC |
| (84,524) |
| - |
Total Gross (Loss) Profit | $ | (84,787) | $ | 4,992 |
Assets by reporting segment as of May 31, 20172020 and $3,1002019, is as of May 31, 2016.follows:
| | | | |
| 2020 |
| 2019 |
Cannabis Suisse Corp | $ | 7,069 | $ | 24,441 |
Cannabis Suisse LLC |
| 376,456 |
| 308,145 |
Total Assets | $ | 383,525 | $ | 332,586 |
NOTE 7 11 – COMMON STOCK INCOME TAXES
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.
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2017
NOTE 8 – 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.
23
CANNABIS SUISSE CORP.
(Formerly Geant Corp.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2020 and 2019
The Company has no tax position at May 31, 20172020 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize 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, 2017.2020. The Company’sCompany’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.
The valuation allowance at May 31, 20172020 was $9,215.$95,651. The net change in valuation allowance during the year endedMay 31, 20172020 was $9,068.$81,737. 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, 20172020 and 2016.2019. 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$455,482 at May 31, 2017,2020, expiring through 2035.fiscal year 2036. 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 new statutory rate of 21% to the income tax amount recorded as of May 31, 2020 and 2019 are as follows:
| | | As of May 31, 2017 | | | | From February 26, 2016 (Inception) to May 31, 2016 | |
Non-current deferred tax assets: | | | | | | | |
Net operating loss carryforward | $ | (27,105 | ) | | | (433 | ) |
Stock based compensation | $ | - | | | | - | |
Inventory obsolescence | $ | - | | | | - | |
Accrued officer compensation | $ | - | | | | - | |
| | | | | | | |
Total deferred tax assets | $ | (9,215 | ) | | | (147 | ) |
Valuation allowance | $ | 9,215 | | | | 147 | |
Net deferred tax assets | $ | - | | | | - | |
| | | | |
|
| May 31, 2020 |
| May 31, 2019 |
Net operating loss carryforward | $ | (455,482) | $ | (66,254) |
Effective tax rate |
| 21 % |
| 21 % |
Deferred tax asset |
| 95,651 |
| 13,914 |
Less: Valuation allowance |
| (95,651) |
| (13,914) |
Net deferred asset | $ | - | $ | - |
The actual tax benefit atchange in the expected rate of 34% differs fromvaluation allowance during the expected tax benefit for the yearyears ended May 31, 2017 as follows:
| | 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) | $ | - | | | | - | |
202020 and 2019 was $81,737 and $4,774, respectively.
| | | | |
|
| May 31, 2020 |
| May 31, 2019 |
Federal income tax benefit attributed to: |
|
|
|
|
Net operating loss from continuing operations | $ | 95,651 | $ | 13,914 |
Valuation allowance |
| (95,651) |
| (13,914) |
Net benefit | $ | - | $ | - |
GEANT CORP.NOTE 12 - CONCENTRATION OF CREDIT RISK
NOTES TO THE FINANCIAL STATEMENTS
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (MAY“FDIC”) up to $250,000. The Company did not have cash in excess of FDIC insured limit as of May 31, 20172020 and 2019.
NOTE 9 13 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10)855), Subsequent Events the Companyhas analyzed its operations subsequent to May 31, 20172020 to the date these consolidated financial statements were issued, August __, 2017, and has determined that it does not have any other material subsequent events to disclose in these consolidated financial statements.
24
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
ThereOn April 12, 2019, Cannabis Suisse Corp. (the “Registrant”) was notified that Fruci & Associates II, PLLC (“Fruci & Associates”) has resigned as the Registrant’s independent registered public accounting firm due to the Registrant’s expansion into additional foreign markets and a change in auditors from George Stewart, CPAthe Registrant’s focus.
During the engagement period (September 3, 2018 to FRUCI & ASSOCIATES II, PLLC in November 2016. The change was made due to retirement of George Stewart, with noApril 12, 2019 ) (i) there have not been disagreements between Cannabis Suisse Corp. and Fruci & Associates on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the parties.satisfaction of Fruci & Associates would have caused Fruci & Associates to make reference to the matter in a report on the Registrant’s financial statements; and (ii) there have not been reportable events as the term described in Item 304(a)(1)(v) of Regulation S-K.
The Company engaged Accell Audit & Compliance, PA (“Accell”) to serve as the Registrant’s independent registered public accounting firm for the years ended May 31, 2020 and 2019.
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.
ManagementManagement’s’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’sCompany’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’sCompany’s internal control over financial reporting as of May 31, 20172020 using the criteria established in “Internal“Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("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’sCompany’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, 2017,2020, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1.1 We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’smanagement’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’sCompany’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’smanagement’s activities.
2.2 We did not maintain appropriate cash controls – As of May 31, 2017,2020, 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’sCompany’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.
3.3 We did not implement appropriate information technology controls – As at May 31, 2017,2020, 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’sCompany’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’scompany’s internal controls.
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, 20172020 based on criteria established in Internal Control- Integrated Framework (2013) issued by COSO.
25
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’sCommission’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’sissuer’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, 2017.2020. 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’sCompany’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’sCompany’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 successorThe 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:below:
| | |
Name | Name and AddressAge
| Age
| Position(s) |
Suneetha Nandana Silva Sudusinghe | 47
50 | President, PrincipalChief Executive Officer, Secretary, Treasurer, PrincipalChief Financial Officer Principal Accounting Officer
And sole member of the Board of Directors.
|
At Galle Road 93Cecillia Jensen
| Moragalla, Beruwala, 8000046
| Secretary |
Alain Parrik | 24 | Chief Operating Officer |
Mr. Sudusinghe has acted as our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors since our incorporation on February 26, 2016. Mr. Sudusinghe owns 70% of the outstanding shares of our common stock. For the past five years he has been a business administrator and then a head administrator at Reschen Tex LTD (textile company), werewhere he was working as part of a team and supporting the office administrator, he was responsible for the day-to-day tasks and administrative duties of the office including covering thereceptionthe reception 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
Ms. Jensen served as a leader of innovation and development at the Swiss cannabis production firm Grow Factory GmbH in Zurich, Switzerland, from March 2018 to March 2019. Apart from that she was a founder and CEO of Scandinavian Translation Services Ltd. in Tallinn, Estonia, from September 2015 to January 2017. Ms. Jensen also co-founded and served as CEO at Posh Beauty™/LBF Services Ltd., Helsinki, Finland, from February 2012 to December 2016.
26
Mr. Sudusinghe intendsParrik spent a year in Thailand working as an independent English language teacher (from March 2018 to devote closeJanuary 2019). From January 2017 to 75%February 2018, he was employed at Terchest, a language school in Estonia. During this period, he managed to master his communication and negotiation skills while discussing multiple topics with people of his timedifferent occupations. From September 2015 to planning and organizing activities of Geant Corp.
In the past ten years,January 2017, Mr. Sudusinghe has not been the subjectParrik worked as SMM specialist at PremodCan in Vanier, Canada. The experience he obtained enabled him to anygain an understanding of the following events:
1.Any bankruptcy petition filed by or against anywhole process of online promotion and advertising for small and medium businesses. Apart from the foregoing, Mr. Alain Parrik has been engaged in family business since June 2011 and assisted his brother in obtaining a license for cannabis use in Montreal, Canada. The process of whichstudying the medical cannabis domain inspired him to develop in the field and gain knowledge about CBD-related products. The Board of Directors consider Mr. Sudusinghe was a general partner or executive officer either at the timeParrik’s skills to be ideal for future operations of the bankruptcy or within two years prior to that time.Company.
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 associated with a member.
Term of Office
The 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 IndependenceFamily Relationships
None.
Involvement in Certain Legal Proceedings
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
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 those committees are being undertaken by our Board. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance.
Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.
As with most small, early stage companies until such time as our Company further develops our business, achieves a revenue base and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently composedotherwise subject to any law, rule or regulation requiring that all or any portion of one member, Suneetha Nandana Silva Sudusinghe, who does not qualifyour Board of Directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our Board.
Director Independence
None of the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directorsBoard has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors,Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our boardBoard of directorsDirectors made these determinations, our board of directorsBoard 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 us and our management.
27
In performing the functions of the audit committee, our board oversees our accounting and financial reporting process. In this function, our board performs several functions. Our board, among other duties, evaluates and assesses the qualifications of the Company’s independent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’s management and us.
23the independent auditors the results of the annual audit and the results of our quarterly financial statements.
Our board as a whole will consider executive officer compensation, and our entire board participates in the consideration of director compensation. Our board as a whole oversees our compensation policies, plans and programs, reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers, if any, and administers our equity incentive and stock option plans, if any.
Each of our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for director, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs and the credentials of the candidate at the time the candidate is proposed. Such factors include relevant business and industry experience and demonstrated character and judgment.
Item 11. Executive Compensation
The following table sets forth the compensation paid by us for the year ended May 31, 20172020 and 20162019 for our sole officer and director.executive officers. 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$) |
Suneetha Sudusinghe, President, CEO, CFO
| 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2019 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Cecillia Jensen, Secretary | 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2019 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Alain Parrik, COO | 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2019 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
We have no work concurrences with our sole officer and executive.executive officers. We do not examineexpect going into any occupation understandings until such time as we start gainful operations. Mr. Sudusinghe, Ms. Jensen and Mr. Parrik will not be repaid after the offering and preceding beneficial operations. There is no affirmation that we will ever produce extra incomes from our operations.
The pay examined in this delivers all remuneration recompensed to, earned by, or paid to our named official officers.
There are no other investment opportunity arranges, retirement, annuity, or benefit sharing arrangements for the advantage of our officers and chiefs other than as portrayed in this.
Compensation of Directors
The individual from our top managerial staff is not made up for his administrations as a chief. The board has not actualized an arrangement to honor alternatives to any executives. There are no legally binding plans with any individual from the governing body. We have no executive’s administration contracts.28
DIRECTOR’S COMPENSATION TABLE
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Name | Year | Fees Earned or Paid in Cash | Stock Awards | Options Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total |
| | (US$) | (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 |
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 | Title of class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Common Stock |
Name of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Common Stock |
Common Stock | Common Stock | Suneetha Sudusinghe | 2,000,000 | 70.05% | Suneetha Sudusinghe |
17,400,000 | 39.10% |
. | | | | | |
| | | | | | | |
Common Stock | | Cecillia Jensen |
10,000,000 | 22.47% |
Item 13. Certain Relationships and Related Transactions
A total of 2,000,000 shares of common stock were issuedThe Company’s president has verbally agreed to our sole officer 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 restrictionsprovide interest free advances, due 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, subjectdemand, 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.
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 behalfCompany up to make a market for our common stock.$100,000. As of May 31, 2020 and 2019, the dateCompany has drawn $56,323 and $54,500, respectively, of this report, we have not engaged a market makeradvances. In addition, the Company’s president has agreed to file such an application; hence thereprovide production space in Sri Lanka at no charge for the production of goods. The Company has decided to discontinue using the mentioned office space since March 1, 2020.
The Company received $359,147 and $200,000 as advances from the Company’s secretary, Cecillia Jensen,as of May 31, 2020 and 2019, respectively. The advances are interest-free and due on demand.
The Company received $3,622 and $3,622 as long-term loan as of May 31, 2020 and 2019, respectively. This loan 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, oninterest-free.
The Company's cash in amount of $10,040 as of May 31, 2020, was held by the OTCBB.Company's Secretary.
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 fiscal year ended May 31, 2017 and 2016,2020, we incurred approximately $11,000$21,000 in fees to our principal independentaccountants Accell Audit & Compliance, P.A. and $2,000 to our former principal independent accountants Fruci & Associates II, PLLC for professional services rendered in connection with theannual audit of ourand quarterly reviews.
During fiscal year ended May 31, 2016 financial statements2019, we incurred approximately $11,900 in fees to our former principal independent accountants 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, 20172020 and 20162019 we incurred no audited related fees, tax related fees, and $0 in all other fees.
29
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following exhibits are included as part of this report by reference:
Item 16. Form 10-K Summary
Not applicable.
SIGNATURES
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, BeruwalaSwitzerland, Dietikon on August 18, 2017. October 27, 2020.
| GEANT CORP.
| | | |
| | CANNABIS SUISSE CORP. |
| | |
| By: | /s/ | Suneetha Nandana Silva Sudusinghe | |
| | Name: | Suneetha Nandana Silva Sudusinghe | |
| | Title: | President Treasurer, Secretary and Director |
| | | (Principal Executive, Financial and Accounting Officer)
|