UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

Form 10-K

 

Form 10-K

[X] Annual Report pursuant to Section ANNUAL 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, 20172021

 

[ ] Transition Report pursuant to Section TRANSITION 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

CANNABIS SUISSE CORP.

 

GEANT CORP.  

(Exact name of small business issuer as specified in its charter)

 

 

NevadaNV

2600

38-3993849

(State or other jurisdictionOther Jurisdiction of incorporationIncorporation or organization)Organization)

2600

(Primary Standard Industrial

Classification Code Number)

(IRS38-3993849

I.R.S. Employer

Identification Number)

Number

 

Kiranthidiya road 114, Beruwala, Sri Lanka, 120706607 Clara St #270, Bell Gardens, CA90201

Phone: +17027510467(502) 2082098

E-mail: office@geantcorp.commanage@cannabissuissecorp.com

(Address, including zip code, and telephone number,

Including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

NoneName of each exchange on which registered

Securities registered under Section 12(b) of the Exchange Act

Common Stock

None

CSUI

Securities registered under Section 12(g) of the Exchange Act

OTC Markets

 

1

 


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 [X]

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 [X]

 

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. Yesx [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 [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] Nox [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”filer”, “accelerated filer”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer 

Filer

[   ]

Accelerated filer 

Filer

[   ]
Non-accelerated Filer

Non-accelerated filer 

[X]

Smaller reporting companyx

[X]
(Do not check if a smaller reporting company)Emerging growth company[X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes        [ ] Nox [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $0

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 2,855,00035,534,561 common sharesissued and outstanding as of August 15, 2017.

230, 2021.

 


 

TABLE OF CONTENTS

 

2

 

TABLE OF CONTENTS

Page

Page

PART I

PART I

Item 1.

Description of Business.

4

Item 1A.

Risk Factors.

6

4

Item 1B.

Unresolved Staff Comments.

6

4

Item 2

2.

Properties.

Description of Property.

6

4

Item 3.

Legal proceedings.

Proceedings.

6

4

Item 4.

Mine Safety Disclosures.

7

4

PART II

Item 5.

Market for Common Equity and Related Stockholder Matters.

and Issuer Purchases of Equity Securities.

7

5

Item 6.

Selected Financial Data.

7

5

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

7

5

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

9

7

Item 8.

Financial Statements and Supplementary Data.

9

7

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

21

24

Item 9A (T).

Controls and Procedures

Procedures.

21

24

Item 9B.

Other Information.

22

25

PART III

Item 10

10.

Directors, Executive Officers, Promoters and Control Persons of the Company.

Company.

22

25

Item 11.

Executive Compensation.

24

27

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

25

28

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

Transactions.

25

28

Item 14.

Principal Accounting Fees and Services.

25

28

PART IV

Item 15.

Exhibits

and Financial Statement Schedules.

26

28

Item 16.

Form 10–K Summary.

29

Signatures

Signatures29

 

3

 

3

PART I

 


PART IForward-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 statementsGeneral

 

Statements made inCannabis Suisse Corp. utilizes Swiss4Life as its retail brand for online selling. At this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant tostage, Cannabis Suisse Corp. offers 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.following products:

 

1)Flavored Broad-Spectrum CBD Oils. The products come in one fluid ounce (30ml) bottles available in two flavors: Crème de Menthe and Cherry Vanilla. Available CBD concentrations are 1500 mg, 2500 mg and 3500 mg.

Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Organization within the Last Five Years

We were incorporated in the State of Nevada on February 26, 2016. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. Our business office is located atKiranthidiya road 114, Beruwala, Sri Lanka, 12070. Our telephone number is +17027510467.

In General

We were incorporated in the State of Nevada on February 26, 2016. We just recently started our operations. Our business is the production of paper made from elephant dung (poo) for making different stationery products and distribution thereof primarily in Sri Lanka. We have generated limited revenues since inception and our principal business activities to date also consist of creating a business plan, purchasing a domain-name for our prospective webpage.

We are not a “shell company” within the meaning of Rule 405, promulgated pursuant to Securities Act, because we do have hard assets and real business operations.The total estimated minimum amount of funds required to develop our business is approximately $20,000. We need funds for offering costs, general administrative expenses, production equipment purchase, business development, marketing costs, support materials and costs associated with being a publicly reporting company. We have generated limited revenues from operations to date.

2)CBD Isolate Tinctures with no THC. The products come in one fluid ounce (30ml) bottles with 1000mg CBD concentrations per bottle and 33.33 mg CBD per serving. CBD Tinctures are designed to therapeutic effects.

 

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.

4


We are focused on the production of dung paper for mass-market customers to give them the ability of making different stationery products, souvenirs, tourist-oriented products, up-market gifts and interior design items from natural products on advanced and unique designs. It would be easier for them to buy raw materials (paper) from us to produce needed products instead of making paper. It is easier for us at the beginning to set up the production of paper instead of setting up the whole paper production and of different kinds of stationery products at the same time. In the future we have plans about production of some additional stationery items aside from paper.

Geant Corp. has the ability to product handmade dung paper for making such original items as, for example:

Bags

Frames

Photo Albums

Notebooks

Stationery

Cards

However, first, we intend to launch a mass production of inexpensive handmade dung paper for making different stationery products and various tourist souvenirs, which were made using elephant dung.

Potential Customers

Our President and Director, Suneetha Nandana Silva Sudusinghe, will showcase our item and arrange with potential clients and wholesale purchasers. We expect to create and keep up a database of potential corporate customers who might be keen on our items. We will catch up with these customers intermittently and offer them free samples, presentations and uncommon rebates now and again.

Two fundamental classifications of our customers are:

Wholesale exchange; speaking to expansive organizations, which are assembling diverse stationery items. It is preference for them to purchase fit dung paper instead of making it themselves. Furthermore they have an opportunity to concentrate on the manufacturing process of stationery items.

Corporate customers, speaking to extensive, medium and little scale organizations, different affiliations and so on. This is a somewhat generous fragment of the business sector, which develops and routinely creates interest for different corporate blessings, gifts; things that advance brand mindfulness and so on.

Competition

We know that there are a number of obstacles to entering the market of dung paper items and the competition is rather high. There are several companies that offer comparative items and we will have to compete with them. We see the main competitive advantage of our competitors in the established customer base and marketing outlets. Howbeit, we arranged on a wholesale exchange, for the most part, so we will have capacity to offer our item for extensive organizations in huge amount. So our item is more extensive, and quality is better, ways to deal with business are more flexible.

One of our biggest competitive advantages is that our item is raw material for different companies. So we would have a major measure of delivering item at the brief timeframe.

Some of the factors that may affect our business are as follows:

1. Number of Competitors Increase: different companies may follow our business model of distributing high quality paper items made from elephant dung, which will reduce our competitive edge.

2. Price: Our competitors may be selling similar product at a lower price forcing us to lower our prices as well and possibly sell our product at loss.

3. Substitute Products: competitors may substitute items made from elephant dung with comparable items made from dung of some other animals.

5


Marketing

Our sole director and chiefexecutive officer, Suneetha Nandana Silva Sudusinghe, will be in charge of promoting of our company and our high quality dung paper. We intend to use such marketing strategies as web advertisements, direct mailing, and phone calls to acquire potential customers. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words and meta-tags, and utilizing link and banner exchange options. We will utilize numerous Internet showcasing instruments to direct activity to our site and distinguish potential clients. As of the date of this prospectus we have already purchased a website (www.geantcorp.com) and plan to develop it. We already have some description of our item, the procedure of production and incorporate some broad data and pictures of items companies can make from our paper. 

Our site portrays samples of products which company is able to produce, the production procedure, and incorporates some broad data and pictures of high quality dung paper. We plan to utilize Internet advancement apparatuses on Facebook and Twitter to publicize our company and make connections to our site.

We will intend to continue our marketing efforts during the life of our operations. There is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

Description of property

Our sole officer and director, Suneetha Nandana Silva Sudusinghe, has agreed to provide us his own premises at no charge. He will not take any fee for these premises. This premise is used for production of the goods.

OnSeptember 28, 2016 the Company has signed Rent office agreement, beginning on January 1, 2017 and will terminate on January 01, 2018. These premises will be used asrepresentative office for the customers. The rent payment is $120 per month. As of May 31, 2017 we have $600 of rent expense.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Research and Development Expenditures

We have not incurred any research expenditures since our incorporation.

Bankruptcy or Similar Proceedings

There has been no bankruptcy, receivership or similar proceeding.proceedings.

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.

6


Item 4.  Mine Safety Disclosures

 

Not applicable.

4


PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.      

Market Information

 

ThereCommon stock of the Company is a limited public market for our common shares.  Our common shares are not quoted on the OTC Bulletin Board at this time.  Trading in stocks quotedPink tier of the OTC Markets Group Inc under the symbol “CSUI”. The closing price of our common stock on the OTC Bulletin 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.

OTC Bulletin Board securities are not listed or tradedPink 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.August 30, 2021 was $0.0399.

 

Number of Holders

 

As of May 31, 2017,2021, the2,855,000 34,500,000 issued and outstanding shares of common stock were held by a total of 31 shareholder15 shareholders of record.

 

Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal yearyears ended May 31, 20172021 and 2016.2020. 

 

Recent Sales of Unregistered Securities

 

The Company has 75,000,000,250,000,000 of common stock, $0.001 par value, sharesand 20,000,000 of commonpreferred stock, $0.001 par value, 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

 

Cannabis Suisse Corp. has initiated development of a new IT product called Cannabis Life. It is a mobile application based on an AI-chatbot that will have access to the most up-to-date information and find out data about companies and brands that sell seeds, cannabis types, etc.

Cannabis Life is an innovative way of searching and learning any cannabis related data. Using the most relevant sources of today, the app will keep its users up with the trends and tendencies of cannabis industry. Communicating with the chatbot will be as smooth as it would be with a real human being thus giving users additional immersion into the learning process.

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.

 

7


Results of Operations for the years ended May 31, 2021 and 2020:

Revenue

For the year ended May 31, 2020, the Company generated total revenue of $242,739 from selling products to our customers. The cost of goods sold for the year ended May 31, 2017 and 2016:2020 was $327,526, which represent the cost of raw materials.

 

Revenue and cost of goods sold

For the year ended May 31, 20172021, the Company generated total revenue of $14,192$50,850 from selling products to the customer. The cost of goods sold for the year ended May 31, 20172021 was $3,898$102,648,which represent the cost of raw materials.materials.

 

ForThe decrease in revenues and cost of goods sold is a result of the year ended May 31, 2016 the Company generated no revenue.separation of Cannabis Suisse LLC in November 2020.

 

5

Operating expenses

 

Total operating expenses for the year ended May 31, 20172020 were $36,966.$266,529. The operating expenses for the year ended May 31, 20172020 included advertising expenseprofessional fees of $11,970; bank charges of $1,111;$72,074; depreciation expense of $2,588; legal fees$20,071 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.$174,384.

 

Total operating expenses for the year ended May 31, 20162021 were $433.$306,655. The operating expenses for the year ended May 31, 20162021 included website expenseprofessional fees of $280; bank charges of $120;$39,592; depreciation expense of $33.$9,649 and general and administrative expenses of $257,414.

The increase in operating expenses is related to the increase of general and administrative expenses.

Net Loss

Changes in Fair Value of Derivatives

 

The changes in fair value of derivatives for the years ended May 31, 2021 and 2020, was $7,903 and $0, respectively.

Net Loss

The net loss for the yearyears ended May 31, 20172021 and 20162020 was $26,672$419,372 and $433.$406,449, respectively.

 

Comprehensive Loss

The comprehensive loss for the years ended May 31, 2021 and 2020 was $8,478 and $17,221, respectively.

Liquidity and Capital Resources and Cash Requirements

 

Atyear endedAs of May 31, 2017,2021, the Company had cash of $6,185$0 ($1,0655 as of May 31, 2016).Furthermore,2020). Furthermore, the Company had a working capital deficit of $13,095 (deficit$191,877 ($540,594 as of $353 as ofMayMay 31, 2016)2020).

 

During theyear ended May 31, 2017,2021, the Company used $32,221$130,606 of cash in operating activities due to its net loss of $419,372; depreciation and amortization of $9,650; provision for doubtful accounts $78,827; amortization expense $12,772, change in fair value of derivative liability $25,228; decrease in accounts receivable of $(1,979); decrease in related party receivables $8,422; amortization of debt discount $27,213; decrease in VAT tax receivable $9,563; decrease in inventory of $26,425; decrease in accounts payable of $30,100; increase in accrued wages of $62,995 and increase in prepaid expenses of $823, increase in inventory of $7,034; decrease in accounts payable of $280 and depreciation of $2,588. $(450).

During theyear ended May 31, 2016,2020, the Company used $2,082$288,828 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 $1,962;$18,268; increase in accounts payable of $280$61,864, increase in accrued expenses of $11,064; increase in accrued wages of $38,625; increase in prepaid taxes of $(12,069); related party receivables of $(10,040) and depreciationdecrease in prepaid expenses of $33. $10,467.

During the years ended May 31, 2021 and 2020, the Company did not have cash in investing activities.

 

During the year ended May 31, 20172021, the Company used $22,852generated $220,601 of cash in investingfinancing activities, spent on purchasewhich came from advances from related parties of equipment.$(20,414), convertible notes payable of $130,000, and bank indebtedness of $21,015.

 

During the year ended May 31, 2016 the Company used $1,953 of cash in investing activities, spent on purchase of equipment.

During the year ended May 31, 2017,2020, the Company generated $60,195$206,182 of cash in financing activities, came fromloan from director and shares purchase.

During the year ended May 31, 2016, the Company generated $5,100 of cash in financing activities,which came from loanadvances from directorrelated parties of $160,970 and shares purchase.bank indebtedness of $45,212.

 

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our paper dung products and loans from our director. We must raise cash to implement our plan and stay in business.

6

 

Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement isits business plan and impede the speed of its operations.

 

Limited operating history; needOperating History; Need for additional capitalAdditional 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.

8


 

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 a 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 the 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.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the 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

 

 

9

 


GEANT CORP.  

FINANCIAL STATEMENTS

Year Ended May 31, 2017 and Period From February 26, 2016 (inception) to May 31, 2016

Table of Contents7

 

СANNABIS SUISSE CORP.

CONSOLIDATED FINANCIAL STATEMENTS

Years Ended May 31, 2021 and 2020

Table of Contents

 

Page

ReportReports of Independent Registered Public Accounting Firm

Firms

11

10

Consolidated Balance Sheets as of May 31, 20172021 and May 31, 2017

2020

13

11

Consolidated Statements of Operations and Comprehensive Loss for the yearyears ended May 31, 20172021 and 2020

12
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended May 31, 2016

2021 and 2020

14

13

Statement ofChanges inStockholders’ Equity For the period from February 26, 2016 (inception) to May 31, 2017

15

Consolidated Statements of Cash Flows for the yearyears ended May 31, 20172021 and May 31, 2016

2020

16

14

Notes to the Consolidated Financial Statements

17

15

 

10


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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8


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, 2017,2021 and 2020, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity,stockholders’ deficit, and cash flows for yearthe years then ended, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2017. GEANT Corp.’s management is responsible2021 and 2020, and the results of its operations and its cash flows for thesethe years then ended, 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The companyCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits, we are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.

In our opinion,Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements referredthat were communicated or required to above present fairly, in allbe communicated to the audit committee and that: (1) relate to accounts or disclosures that are material respects,to the financial positionstatements and (2) involved our especially challenging, subjective, or complex judgments. The communication of GEANT Corp.critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Derivatives

As described in Note 2 to the Company’s consolidated financial statements, derivative instruments are reported at fair value and the changes in the fair value derivative instruments are recognized in earnings each period, unless the derivative is designated and qualifies as a cash flow or net investment hedge.

We identified the Company’s application of the accounting for convertible notes as a critical audit matter. The principal considerations for our determination of this critical audit matter related to the high degree of subjectivity in the Company’s We obtained debt related agreements and performed the following procedures:

-Reviewed agreements for all relevant terms.
-Tested management’s identification and treatment of agreement terms.
-Recalculated management’s fair value of each conversion feature based on the terms in the agreements.
-Assessed the terms and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of the amortization of the debt discount.

Separation of Cannabis Suisse, LLC

As described in Note 4 to the Company’s consolidated financial statements, the Company entered into as Asset Transfer Agreement with Cannabis Suisse, LLC, in which the Company transferred all of its rights, title and interest in Cannabis Suisse, LLC for the return of the shares issued in the initial Stock Transfer Agreement entered into with Cannabis Suisse, LLC during the year ended May 31, 2017, and2020.

We identified the resultsCompany’s accounting of its operations and its cash flowsthis transaction as a critical audit matter. The principal considerations for our determination of this critical audit matter related to the year then ended,disclosure being material to the consolidated financial statements, as well as the transaction being considered unusual in conformity with accounting principles generally accepted innature.

The primary procedures we performed to address this critical audit matters included the United States of America.following:

·We obtained management’s analysis and accounting for the recording of the Asset Transfer Agreement and performed the following procedures:
-Reviewed agreements for all relevant terms.
-Reviewed the analysis and tested supporting documentation related to the accounting for the transaction.
-Researched the accounting methods used by the Company to determine that the transaction was properly recorded.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements,3, the Company has limited revenues and recurring losses as of May 31, 2021 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’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

12

 


GEANT CORP.

BALANCE SHEETSWe have served as the Company’s auditor since 2019. Tampa, Florida

August 30, 2021

 

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

 

 

 

 

  

 

9

CANNABIS SUISSE CORP.

CONSOLIDATED BALANCE SHEETS

  

May 31,

2021

 

May 31,

2020

ASSETS    
Current Assets    
Cash and Cash Equivalents$-$5
Accounts Receivable, net - 76,848
Related Party Receivable - 10,040
Inventory, net 1,734 58,061
Prepaid Expenses 450 -
Prepaid Taxes - 12,069
Total Current Assets 2,184 157,023
Property and Equipment, net 4,383 85,039
Other Assets    
VAT Tax Receivable - 1,810
Operating lease right of use asset - 139,653
Total Other Assets - 141,463
TOTAL ASSETS$6,567$383,525
LIABILITIES & STOCKHOLDERS’ DEFICIT    
Liabilities    
Current Liabilities    
Accounts Payable$-$108,973
Accrued Expenses - 18,478
Accrued Wages 101,620 38,625
Advances From Related Parties - 415,470
Bank Indebtedness - 45,212
Convertible Notes Payable, net of debt discount 67,213 -
Derivative Liability 25,228 -
Lease Liabilities - Short-term - 70,859
Total Current Liabilities 194,061 697,617
Non-Current Liabilities    
Long Term Loan - 3,622
Lease Liabilities - Long-term - 68,794
Total Non-Current Liabilities - 72,416
Total Liabilities 194,061 770,033
Commitments and Contingencies (Note 6)    
Stockholders’ Deficit    
Preferred stock, par value $0.001; 20,000,000 shares authorized, 0 shares issued and outstanding - -
Common stock, par value $0.001; 250,000,000 shares authorized, 34,500,000 shares issued and outstanding 34,500 34,500
Additional Paid-In-Capital 652,860 51,695
Accumulated other comprehensive loss - (17,221)
Accumulated Deficit (874,854) (455,482)
Total Stockholders’ Deficit (187,494) (386,508)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT$6,567$383,525

 

The accompanying notes are an integral part of these statements.

13

 


GEANT CORP.

STATEMENTS OF OPERATIONS

 

 

10


 

 

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

 

 

 

 

CANNABIS SUISSE CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

  For the year ended May 31, 2021 For the year ended May 31, 2020
REVENUES    
Sales of goods from principal activity$36,945$182,675
Sales of goods from secondary activity 13,905 60,064
Total Revenues 50,850 242,739
Cost of goods sold 102,648 327,526
Gross (Loss) Profit (51,798) (84,787)
     
OPERATING EXPENSES    
Professional fees 39,592 72,074
Depreciation 9,649 20,071
General and administrative expenses 257,414 174,384
TOTAL OPERATING EXPENSES 306,655 266,529
     
OPERATING LOSS (358,453) (351,316)
     
Impairment expense - (37,912)
Interest expense, net (60,344) -
Change in fair value of derivative liability 7,903 -
     
LOSS BEFORE INCOME TAXES (410,894) (389,228)
     
PROVISION FOR INCOME TAXES - -
NET LOSS$(410,894)$(389,228)
     
Other comprehensive (loss) income:    
Foreign currency translation adjustment (8,478) (17,221)
     
COMPREHENSIVE LOSS$(419,372)$(406,449)
     
NET LOSS PER SHARE: BASIC AND DILUTED$(0.00)$(0.00)
     
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 34,500,000 35,541,096

 

 

 

The accompanying notes are an integral part of these statements.

11

CANNABIS SUISSE CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

       
 Common StockAdditional Paid-In-CapitalAccumulated other comprehensive lossAccumulated Deficit

Total Stockholders’

Deficit

 SharesAmount

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)
       
Disposal of Subsidiary--511,16517,378-528,543
Foreign currency translation adjustment---(157)-(157)
Debt Discount--90,000--90,000
Net loss----(419,372)(419,372)
       

Balance,

May 31, 2021

34,500,000$   34,500$    652,860$                    -$   (874,854)$ (187,494)

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

 

12

 

 

 

 

CANNABIS SUISSE CORP.

14


GEANT CORP.

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

For the period from February 26, 2016 (inception) to May 31, 2017

 

Common Stock

 

 

Additional Paid-in

Accumulated Deficit

Total Stockholders’

 

Shares

Amount

Capital

Stage

Equity

 

 

 

 

 

 

Inception, February 26, 2016

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

Shares issued for cash at $0.001 per share on  April 22, 2016

2,000,000

2,000

-

-

2,000

 

 

 

 

 

 

Net income (loss) for the period ended May 31, 2016

-

-

-

(433

)

(433

)

 

 

 

 

 

 

Balance, May 31, 2016

2,000,000

$

2,000

$

-

$

(433

)

$

1,567

Shares issued

855,000

855

33,340

-

34,195

 

 

 

 

 

 

Net income (loss) for the period ended May 31, 2017

-

-

-

(26,672

)

(26,672

)

 

 

 

 

 

 

Balance, May 31, 2017

2,855,000

$   2, 855

$

33,340

$

(27,105

)

$

9,090

The accompanying notes are an integral part of these statements.GEANT CORP.

15


CONSOLIDATED 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

 

  

Year ended

May 31, 2021

  

Year ended

May 31, 2020

OPERATING ACTIVITIES     
Net Income$(419,372) $(389,228)
    Depreciation and amortization -               20,071
      
Adjustments to reconcile Net Income to net cash used in operations:     
Depreciation 9,650  -
Provision for Doubtful Accounts 78,827  -
Amortization Expense 12,772  -
Debt Discount (62,787)  -
        Change in Fair Value of Derivative Liability 25,228  -
    Changes in assets and liabilities:     
Accounts receivable (1,979)  (74,320)
        Related party receivables 8,422  (10,040)
        VAT tax receivable 9,563  (1,442)
Inventory 26,425  18,268
Prepaid expenses (450)  10,467
Prepaid taxes -  (12,069)
Accounts payable 30,100  61,864
Accrued expenses -  11,064
Accrued wages 62,995  38,625
Net cash used in Operating Activities (130,606)  (288,828)

 

FINANCING ACTIVITIES

     
Advances from related parties$(20,414) $160,970
        Bank indebtedness 21,015  45,212
Convertible Notes Payable 130,000  -

 

Net cash provided by (used in) Financing Activities

 

 

130,601

  

 

206,182

Effect of exchange rate on cash -  

 

(1,530)

Net cash increase (decrease) for period$

 

(5)

 $

 

(84,176)

 

Cash at beginning of period

$

 

5

 $

 

84,181

Cash at end of period$

 

-

 $5
      
Supplemental disclosures of cash flow information on the cash flow     
Operating lease right to use asset exchanged for operating lease liability$- $195,394

 

 

The accompanying notes are an integral part of these statements.

16

 


GEANT CORP.

13

CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 20172021 and 2020

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Geant Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on February 26, 2016 to start business operations concerned with production of paper made from elephant dung for making various stationery products and subsequent selling thereof. Our office is located at Kiranthidiya road 114, Beruwala, Sri Lanka, 12070. Our phone number is +17027510467.

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been preparedCompany is engaged in conformity with generally accepted accounting principles, which contemplate continuationthe business of production of OTC (over-the-counter) products - for example CBD oils, retail branded cigarettes and also some health-related supplements.

Due to the COVID-19 pandemic, starting April 2020, the Company as a going concern.  However,has been engaged in the Company had limited revenues asselling of May 31, 2017.  The Company has not completed its effortsface masks and disinfectants in order to establish a stabilized sourceextend the number of revenues sufficientavailable products and provide the customers with an opportunity 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 32SUMMARY 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 yearendyear-end is May 31. The consolidated financial statements include the accounts of the Company and its former wholly-owned subsidiary, Cannabis Suisse LLC, through the date of disposal (see Note 4). 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

TheCompanyconsidersallhighlyliquidinvestmentswiththeoriginalmaturitiesofthreemonthsorlesstobe cashequivalents. The Company had $6,186$0 and $1,065$5 of cash and cash equivalents as of May 31, 20172021 and 2016.2020, 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 rentthe collectability of the accounts and prior loss experience. The allowance for doubtful accounts was $0 as of May 31, 20172021 and$0 of prepaid expenses as of May 31, 2016. 2020.

 

InventoriesInventories

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$1,734 and $1,962$58,061 in inventory as of May 31, 20172021 and 2016.2020, 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 $0 and $5,936 in reserve for excess and obsolete inventory as of May 31, 2021 and 2020, respectively.

 

Depreciation, Amortization, and Capitalization

The Company records depreciationhad $0 and amortization when appropriate using straight-line balance method$9,408 of work in progress (WIP) inventory as of May 31, 2021 and 2020, respectively. Cannabis plants in the growth process are recognized as WIP inventory.

The following table sets out a breakdown of the inventory by classes as of May 31, 2021 and 2020:

  May 31, 2021 May 31, 2020
Raw materials$1,734$26,768
Finished goods - 27,821
Work in Process inventory - 9,408
Reserve for inventory - (5,936)
Total Inventory, net$1,734$58,061

14


CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2021 and 2020

Property and equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lifelives, using the straight-line method. Estimated useful lives of the assets. We estimate that the useful life of our equipmentis fiveplant 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 industrial water filter is seven years.Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removedof assets sold or otherwise retired are eliminated from theappropriatedthe accounts and the resultantany gain or loss is included in net income.the consolidated statements of operations and comprehensive loss. The cost of maintenance and repairs is charged to the consolidated statements of operations and comprehensive loss as incurred, whereas significant renewals and betterments are capitalized.

 

Impairment

17


GEANT CORP.

NOTES TO THE FINANCIAL STATEMENTS

MAY 31, 2017We evaluate 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.

 

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)During the years ended May 31, 2021 and 2020, the Company recognized an impairment of intangibles in the amount of $0 and $37,912, respectively.

 

Fair Value of Financial Instruments

ASC TopicAccounting Standards Codification (“ASC”) 820 "FairFair Value Measurements and Disclosures"Disclosures establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

These tiers include:

Level 1:

defined as observable inputs such as quoted prices in active markets;

Level 2:

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3:

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying value of cash and the Company’s loancash, other current assets, accounts payable, accrued expenses and advances from shareholderrelated parties approximates its fair value due to their short-term maturity. The Company has derivatives that are measured at level 3. The derivatives may require appropriate valuation adjustments that a market participant would require to arrive at fair value.

Derivatives

Derivative instruments are recognized in the Consolidated Financial Statements at fair value. Where the Company has entered into master netting agreements with counterparties, the derivative positions are netted by counterparties and are reported accordingly in other assets or other liabilities. Changes in the fair value of derivative instruments are recognized in earnings each period, unless the derivative is designated and qualifies as a cash flow or net investment hedge.

 

Income Taxes

The Company accounts for its income taxes in accordance with ASC 740, Income Taxes Topic of the FASB ASC 740,, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and tax credit,credits and carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income 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.

 

15

CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2021 and 2020

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 or 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 product has been deliveredentity will collect the consideration it is entitled in exchange for the goods or no refund willservices it transfers to the customer. Once a contract is determined to be required.within the scope of 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.

 

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 use 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.

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, 20172021 and 2020, 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 period. 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 stockholders’ deficit.

 

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

18


GEANT CORP.

NOTES TO THE FINANCIAL STATEMENTS

MAY 31, 2017

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)

Recent Accounting Pronouncements

WeThere have reviewed all the recently issued, but not yet effective,been no 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, 2017and2021 that are of significance or potential significance to the Company.

16


CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2021 and 2020

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 we2021. 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.

The impact of the COVID-19 pandemic has had, and is expected to continue to have, an adverse effect on our business and our financial results. COVID-19 pandemic has negatively affected global economy, disrupted consumer spending and global supply chains and created significant volatility and disruption of financial markets. The pandemic had and will continue to have an adverse effect on our business and financial performance. The extent of the impact of the COVID-19, including our ability to execute our business strategies as planned, will depend on future developments, including the duration and severity of the pandemic, which are uncertain and cannot be predicted. The COVID-19 pandemic could also adversely affect our liquidity and ability to access the capital markets. Uncertainty regarding the duration of the COVID-19 pandemic may adversely impact our ability to raise additional capital, or require additional capital.

NOTE 4 - BUSINESS COMBINATION

On November 23, 2020, Cannabis Suisse Corp. (the “Transferor”), entered into an Asset Transfer Agreement with Cecillia Merige Jensen (the “Transferee”) and Cannabis Suisse LLC. In accordance with the terms of the Agreement, the Transferor transferred to the Transferee all its right, title and interest to one hundred percent (100%) of Cannabis Suisse LLC, including all its right, title and interest to one hundred percent (100%) of Grow Factory GmbH and the Transferee transferred and assigned to the Transferor 10,000,000 restricted shares of Cannabis Suisse Corp., free and clear of any and all liens and encumbrances. The above-mentioned Asset Transfer Agreement hereby revokes the effect of the Stock Transfer Agreement entered into with Cecillia Jensen on May 31, 2019, and the 10,000,000 shares were returned to the President of the Company to reinstate his ownership percentage pre-acquisition.

Disposal of Assets:  
Related Party Receivable$1,618
       Inventory 29,902
       Prepaid Taxes 12,346
Property and Equipment 71,006
VAT Tax Receivable 4,316
Operating lease right of use asset 126,881
Total Assets Transferred $246,069

NOTE 5 – PROPERTY AND EQUIPMENT

Property and Equipment:

 May 31, 2021 May 31, 2020
Equipment$16,451$70,998
Furniture and fixtures - 42,684
Office machines, IT equipment - 1,992
Leasehold Improvements 8,354 8,354
Accumulated depreciation (20,422) (38,989)
Net property and equipment$4,383$85,039

17

CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2021 and 2020

During the year ended May 31, 2021, $99,223 of property and equipment was disposed of under the Asset Transfer Agreement discussed in Note 1.

For the years ended May 31, 2021, and 2020 the Company recognized depreciation expense in the amount of $2,588$9,649 and $33 accordingly.$20,071, respectively.

 

NOTE 56COMMITMENTS AND CONTINGENCIES

 

Our sole officerThe Company implemented a new accounting policy according to the ASC 842, Leases, on June 1, 2019 on a modified retrospective basis and director,did not restate comparative periods. Under the new policy, the Company recognized a $214,153 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, discounted at the incremental borrowing rate. A single lease cost is recognized over the lease term on a straight-line basis. All cash payments of operating lease cost are classified within operating activities in the consolidated statements of cash flows.

The rent expense for the years ended May 31, 2021 and 2020 was $38,397 and $83,426, respectively.

As of May 31, 2021 and 2020, the right-of use asset and lease liabilities are as follows:

May 31, 2021May 31, 2020
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

Lease cost and other information

For the Year ended

May 31, 2021

For the Year ended

May 31, 2020

Operating lease cost$- $74,926
Weighted average remaining lease term - Operating leases (years)-2
Weighted average discount rate-%3%

NOTE 7 – RELATED/THIRD PARTY TRANSACTIONS

The Company’s President has agreed to provide interest free advances, due on demand, to the Company up to $100,000. As of May 31, 2021 and 2020, Suneetha Nandana Silva Sudusinghe advanced to the Company $0 and $56,323, respectively. In addition, the Company’s president has agreed to provide us his own premises for free. He won’t take any fee for these premises. It is usedproduction space in Sri Lanka at no charge for the production of goods. The Company discontinued using the mentioned office space on March 1, 2020.

NOTE 8 –CONVERTIBLE NOTES PAYABLE

 

On September 28,December 1, 2020 Suneetha Nandana Silva Sudusinghe assigned SAPA Investments, LLC $10,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision allows SAPA Investments, LLC to convert the loan to common stock at a 70%-discount to the market price at the time of conversion after a period of lockup of 30 days.

18


CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2021 and 2020

The original loan to Cannabis Suisse Corp. from Mr. Sudusinghe was pursuant to Loan Agreement dated March 1, 2016 and Verbal Agreement dated April 2, 2019.

On December 4, 2020 Suneetha Nandana Silva Sudusinghe assigned SAPA Group, LLC $10,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision allows SAPA Group, LLC to convert the Company has signedloan to common stock at a Rent office70%-discount to the market price at the time of conversion after a period of lockup of 30 days.

The original loan to Cannabis Suisse Corp. from Mr. Sudusinghe was pursuant to Loan Agreement dated March 1, 2016 and Verbal Agreement dated April 2, 2019.

On April 1, 2021 Suneetha Nandana Silva Sudusinghe assigned Serhii Cherniienko $60,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision allows Serhii Cherniienko to convert the loan to common stock at a fixed price of $0.01 per share. Beneficial conversion feature was $60,000 and debt discount amortization was $19,672.

The original loan to Cannabis Suisse Corp. from Mr. Sudusinghe was pursuant to Loan Agreement dated March 1, 2016 and Verbal Agreement dated April 2, 2019.

On April 15, 2021 Suneetha Nandana Silva Sudusinghe assigned Noi Tech LLC $30,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision allows Noi Tech LLC to convert the loan to common stock at a fixed price of $0.01 per share. Beneficial conversion feature was $30,000 and debt discount amortization was $7,541.

The original loan to Cannabis Suisse Corp. from Mr. Sudusinghe was pursuant to Loan Agreement dated March 1, 2016 and Verbal Agreement dated April 2, 2019.

On April 1, 2021 Suneetha Nandana Silva Sudusinghe assigned Serhii Cherniienko $60,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision allows Serhii Cherniienko to convert the loan to common stock at a 70%-discount to the market price at the time of conversion or at a fixed price of $0.01 per share.

The original loan to Cannabis Suisse Corp. from Mr. Sudusinghe was pursuant to Loan Agreement dated March 1, 2016 and Verbal Agreement dated April 2, 2019.

On April 15, 2021 Suneetha Nandana Silva Sudusinghe assigned Noi Tech LLC $30,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision allows Noi Tech LLC to convert the loan to common stock at a 70%-discount to the market price at the time of conversion or at a fixed price of $0.01 per share.

The original loan to Cannabis Suisse Corp. from Mr. Sudusinghe was pursuant to Loan Agreement dated March 1, 2016 and Verbal Agreement dated April 2, 2019.

The Company’s convertible promissory notes gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement beginning on January 1, 2017in terms of economic risks and will terminate on January 01, 2018.characteristics. These premises will be usedterms and features consist of the embedded conversion option.

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as representative officeof May 31, 2021 and the amounts that were reflected in income related to derivatives for the customers. period ended:

  May 31, 2021 
The financings giving rise to derivative financial instruments Indexed
Shares
  Fair
Values
 
Embedded derivatives  814,967  25,227 
         

Total814,967$25,227

19

CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2021 and 2020

The rent expensefollowing table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the year ended May 31, 2017 was $600.2021:

The financings giving rise to derivative financial instruments and the gain (loss) effects:

For the Year Ended

May 31, 2021 

Embedded derivatives$                    7,904
Total$                     7,904

Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Monte Carlo Simulation Model, which approximates the Monte Carlo Simulations, valuation technique to fair value the embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Binomial Lattice Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price.

 

Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:

December 1, 2020
Quoted market price on valuation date$0.0615
Effective contractual conversion rates$0.044
Contractual term to maturity0.25 years
Market volatility:
Volatility299.09% - 479.35%
Risk-adjusted interest rate0.13%

December 4, 2020
Quoted market price on valuation date$0.0722
Effective contractual conversion rates$0.056
Contractual term to maturity0.25 years
Market volatility:
Volatility239.43% - 391.85%
Risk-adjusted interest rate0.13%

December 7, 2020

Quoted market price on valuation date$0.06
Effective contractual conversion rates$0.0455
Contractual term to maturity0.25 years
Market volatility:
Volatility281.02% - 381.87%
Risk-adjusted interest rate0.12%

December 10, 2020
Quoted market price on valuation date$0.0551
Effective contractual conversion rates$0.0419
Contractual term to maturity0.25 years
Market volatility:
Volatility196.85% - 382.99%
Risk-adjusted interest rate0.12%

20

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2021 and 2020

May 31, 2021
Quoted market price on valuation date$0.07
Effective contractual conversion rates$0.0498
Contractual term to maturity0.25 years
Market volatility:
Volatility133.48% - 205.46%
Risk-adjusted interest rate0.05%

The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives during the year ended May 31, 2021.

 

Period Ended

May 31, 2021 

 
Balances at beginning of period$- 
Issuances:   
Embedded derivatives 33,131 
Changes in fair value inputs and assumptions reflected in income (7,904) 
    
Balances at end of period$25,227 
    

 

NOTE 69 - BANK INDEBTEDNESS

On March 26, 2020, due to COVID-19 the Company's former 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 10 - CONCENTRATION OF CREDIT RISK

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 (“FDIC”) up to $250,000. The Company did not have cash in excess of FDIC insured limit as of May 31, 2021 and 2020.

NOTE 11RELATED PARTY TRANSACTIONSREPORTABLE 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, the Company has changed its operating segments to consist 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 LLC segment is utilizinginvolved in cannabis cultivation and will continue to utilize funds from our sole officerdistribution in Switzerland of recreational tobacco products and director who has verbally agreed to provide an interest-free loan as indicatedmedical CBD oils. On November 23, 2020, Cannabis Suisse LLC and Cannabis Suisse Corp canceled their acquisition by a verbal agreement finished up between Mr.Sudusinghe and Geant Corp.Asset Transfer Agreement.

Cannabis Suisse Corp is engaged in the amountdevelopment of $50,000.its business activities by conquering the USA market of CBD products since November 2020.

 

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 usedNet revenue by reporting segment for the production of goods.years ended May 31, 2021 and 2020, is as follows:

 2021 2020
Cannabis Suisse Corp$-$1,066
Cannabis Suisse LLC 50,850 241,673
    Total Revenue$50,850$242,739

21

CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2021 and 2020

 

As ofGross profit by reporting segment for the years ended May 31, 2017, our sole director has loaned to the Company $29,100. The related party loan to the sole member of the board2021 and president of the company2020, is unsecured, interest free and due on demand. The balance due to the director and president of the company was $29,100as follows:

 2021 2020
Cannabis Suisse Corp$-$(263)
Cannabis Suisse LLC (51,798) (84,524)
    Total Gross (Loss) Profit$(51,798)$(84,787)

Assets by reporting segment as of May 31, 20172021 and $3,1002020, is as of May 31, 2016.follows:

NOTE 7 – COMMON STOCK

 2021 2020
Cannabis Suisse Corp$6,567$7,069
Cannabis Suisse LLC - 376,456
    Total Assets$6,567$383,525

 

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On April 22, 2016, the Company issued 2,000,000 shares of common stock to a director for cash proceeds of $2,000 at $0.001 per share.

In November 2016, the Company issued 240,000 shares of common stock for cash proceeds of $9,530 at $0.04 per share.

In December 2016, the Company issued 405,000 shares of common stock for cash proceeds of $16,280 at $0.04 per share.

In January 2017, the Company issued 120,000 shares of common stock for cash proceeds of $4,800 at $0.04 per share.

In March 2017, the Company issued 90,000 shares of common stock for cash proceeds of $3,585 at $0.04 per share.

There were 2,855,000 shares of common stock issued and outstanding as of May 31, 2017.

19


GEANT CORP.

 NOTES TO THE FINANCIAL STATEMENTS

MAY 31, 2017

NOTE 812INCOME TAXES

 

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.

 

The Company has no tax position at May 31, 20172021 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognizerecognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at May 31, 2017.2021. The Company’s utilization of any net operating loss carry forwardcarryforward may be unlikely as a result of its intended activities.

 

The valuation allowance at May 31, 20172021 was $9,215.$183,719. The net change in valuation allowance duringfor the yearyears endedMay 31, 20172021 and 2020 was $9,068.$88,068 and $81,737, respectively. 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, 20172021 and 2016.2020. 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$874,854 at May 31, 2017,2021, 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, 2021 and 2020 are as follows:

 

  May 31, 2021 May 31, 2020
Net operating loss carryforward$(874,854)$(455,482)
Effective tax rate 21 % 21 %
Deferred tax asset 183,719 95,651
Less: Valuation allowance (183,719) (95,651)
Net deferred asset$-$-

22

 

 

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

$

-

-


CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2021 and 2020

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)

$

-

-

202021 and 2020 was $88,068 and $81,737, respectively.

 


GEANT CORP.

 NOTES TO THE FINANCIAL STATEMENTS

MAY 31, 2017

  May 31, 2021 May 31, 2020
Federal income tax benefit attributed to:    
Net operating loss from continuing operations$183,719$95,651
Valuation allowance (183,719) (95,651)
Net benefit$-$-

 

NOTE 913SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10)855), Subsequent Events the Companyhas analyzed its operations subsequent to May 31, 20172021 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.

23

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

There was a change in auditors from George Stewart, CPA to FRUCI & ASSOCIATES II, PLLC in November 2016. The change was made due to retirement of George Stewart, with no disagreements between the parties.None.

 

Item 9A(T) Controls and Procedures

Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.

 

Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of May 31, 20172021 using the criteria established in “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’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, 2017,2021, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

1.We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

1.We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

 

2.We did not maintain appropriate cash controls – As of May 31, 2017, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

2.We did not maintain appropriate cash controls – As of May 31, 2021, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions.

 

3.We did not implement appropriate information technology controls – As at May 31, 2017, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

3.We did not implement appropriate information technology controls – As at May 31, 2021, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

 

21


As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 20172021 based on criteria established in Internal Control- Integrated Framework (2013) issued by COSO.

 

24

System of Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2017.2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

Changes in Internal Control over Financial Reporting

 

There washas been no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

PART III

 

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

 

Officers and Directors

Our sole director will serve until his 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:

Name and Address

Age 

AgePosition(s) 

Position(s)

Suneetha Nandana Silva Sudusinghe

47

51

President, PrincipalChief Executive Officer, Secretary, Treasurer,

PrincipalChief Financial Officer Principal Accounting Officer

And sole member of the Board of Directors. 

At Galle Road 93

Moragalla, Beruwala, 80000

Alain Parrik
25Chief Operating Officer

 

Mr. Sudusinghe has actedworked 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), were from October 2015 to January 2016.

Mr. Parrik has worked in a field of social communications from March 2018 to January 2019. From January 2017 to February 2018, 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 thereception area and as head administrator he was responsible for providing an efficient and professional administrative and clerical service to colleagues, managers and supervisors to facilitate the efficient operation of the office. Mr. Sudusinghe was employed at Reschen Tex LTDTerchest, a language school in Estonia. From September 2015 to January 2017, Mr. Parrik worked as administratorSMM specialist at PremodCan in period from March 2009 to September 2012, and as head administrator in period from October 2012 to September 2015.

22


Mr. Sudusinghe intends to devote close to 75% of his time to planning and organizing activities of Geant Corp.

In the past ten years, Mr. Sudusinghe has not been the subject to any of the following events:

1.Any bankruptcy petition filed by or against any business of which Mr. Sudusinghe was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2.Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Sudusinghe’s involvement in any type of business, securities or banking activities.

4.Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

5.Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

6.Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

7.Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.Any Federal or State securities or commodities law or regulation; or

ii.Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Vanier, Canada.

 

25

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.

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.

 

26


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, 20172021 and 20162020 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 PositionYearSalary (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

2021$36,620$20,000$-$-$-$-$-$56,620
2020--------
Alain Parrik, COO202130,00015,000-----45,000
2020--------

 

We have no work concurrences with our sole officer and executive. We do not examine going into any occupation understandings until such time as we start gainful operations. Mr. Sudusinghe will not be repaid after the offering and preceding beneficial operations. There is no affirmation that we will ever produce extra incomes from our operations.

The pay examined in this delivers all remuneration recompensed to, earned by, or paid to our named official officers.

There are no other investment opportunity arranges, retirement, annuity, or benefit sharing arrangements for the advantage of 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.

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

24


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.

27

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

  

50.43%

.

 

 

 

 

     

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, 2021 and 2020, the dateCompany has drawn $0 and $56,323, 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 discontinued using the mentioned office space since March 1, 2020.

The Company received $359,147 as advances from the Company’s former secretary, Cecillia Jensen, as of May 31, 2020.

The Company received $0 and $3,622 as long-term loan as of May 31, 2021 and 2020, 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 former 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 2016,2021, we incurred approximately $11,000$28,132 in fees to our principal independentaccountants Accell Audit & Compliance, P.A. for professional services rendered in connection with theannual audit of ourand quarterly reviews.

During fiscal year ended May 31, 2016 financial statements2020, we incurred approximately $21,000 in fees to our principal independent accountants Accell Audit & Compliance, P.A. and $2,000 to our former principal independent accountants Fruci & Associates II, PLLC for the reviews of our financial statements for the quarters ended August 31, 2016, November 30, 2016,professional services rendered in connection with annual audit and February 28, 2017.quarterly reviews.

 

During the fiscal years ended May 31, 20172021 and 20162020 we incurred no audited related fees, tax related fees, and $0 in all other fees.

 

 

 

25


PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

The following exhibits are included as part of this report by reference:

(a)
List of documents filed as part of this Report
(1)Financial Statements
The financial statements are included under Item 8 of this Annual Report on Form 10-K.
(2)Financial Statements Schedules
All schedules have been omitted because the required information is included in the financial statements included under Item 8 of this Annual Report on Form 10-K or the notes thereto, or because it is not required.
(3)Exhibits

See exhibits listed under Part (b) below.

 

(b)

Exhibits
31.1 

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2 

32.1 

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

 

 

 

28

 

 

 

Item 16. Form 10-K Summary

SIGNATURES

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Sri Lanka, Beruwala on August 18, September 7, 2017.021.

GEANTCANNABIS SUISSE CORP.

By:

/s/

By:

/s/

Suneetha Nandana Silva Sudusinghe

Name:

Suneetha Nandana Silva Sudusinghe

Title:

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

 

26

 

29