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.
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.
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 Stock | Additional Paid-In-Capital | Accumulated other comprehensive loss | Accumulated Deficit | Total Stockholders’ Deficit |
| Shares | Amount |
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 | - | - | 511,165 | 17,378 | - | 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.
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.
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.
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 32 – SUMMARY OF SIGNIFCANTSIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted accounting principles in the United States of America.America, (GAAP). The Company’s 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
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.
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 56 – COMMITMENTS 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, 2021 | | May 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 | |
| | | | | | | | |
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 maturity | | 0.25 years | |
Market volatility: | | | |
Volatility | | 299.09% - 479.35% | |
Risk-adjusted interest rate | | 0.13% | |
| | December 4, 2020 | |
Quoted market price on valuation date | | $0.0722 | |
Effective contractual conversion rates | | $0.056 | |
Contractual term to maturity | | 0.25 years | |
Market volatility: | | | |
Volatility | | 239.43% - 391.85% | |
Risk-adjusted interest rate | | 0.13% | |
Quoted market price on valuation date | | $0.06 | |
Effective contractual conversion rates | | $0.0455 | |
Contractual term to maturity | | 0.25 years | |
Market volatility: | | | |
Volatility | | 281.02% - 381.87% | |
Risk-adjusted interest rate | | 0.12% | |
| | December 10, 2020 | |
Quoted market price on valuation date | | $0.0551 | |
Effective contractual conversion rates | | $0.0419 | |
Contractual term to maturity | | 0.25 years | |
Market volatility: | | | |
Volatility | | 196.85% - 382.99% | |
Risk-adjusted interest rate | | 0.12% | |
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 maturity | | 0.25 years | |
Market volatility: | | | |
Volatility | | 133.48% - 205.46% | |
Risk-adjusted interest rate | | 0.05% | |
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 11 –RELATED 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.
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2017
NOTE 812 – INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.
The Company has no tax position at May 31, 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: | | | | |
Valuation allowance | | (183,719) | | (95,651) |
Net benefit | $ | - | $ | - |
NOTE 913 – SUBSEQUENT 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.
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 | 25 | Chief 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.
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 Position | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Option Awards (US$) | Non-Equity Incentive Plan Compensation (US$) | Nonqualified Deferred Compensation Earnings (US$) | All Other Compensation (US$) | Total (US$) |
Suneetha Sudusinghe, President, CEO, CFO | 2021 | $36,620 | $20,000 | $- | $- | $- | $- | $- | $56,620 |
2020 | - | - | - | - | - | - | - | - |
Alain Parrik, COO | 2021 | 30,000 | 15,000 | - | - | - | - | - | 45,000 |
2020 | - | - | - | - | - | - | - | - |
We have no work concurrences with our sole officer and executive. We do not examine going into any occupation understandings until such time as we start gainful operations. Mr. Sudusinghe will not be repaid after the offering and preceding beneficial operations. There is no affirmation that we will ever produce extra incomes from our operations.
The pay examined in this delivers all remuneration recompensed to, earned by, or paid to our named official officers.
There are no other investment opportunity arranges, retirement, annuity, or benefit sharing arrangements for the advantage of our officers and chiefs other than as portrayed in this.
Compensation of Directors
The individual from our top managerial staff is not made up for his administrations as a chief. The board has not actualized an arrangement to honor alternatives to any executives. There are no legally binding plans with any individual from the governing body. We have no executive’s administration contracts.
DIRECTOR’S COMPENSATION TABLE
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Name | Year | Fees Earned or Paid in Cash | Stock Awards | Options Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total |
| | (US$) | (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 |
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.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following exhibits are included as part of this report by reference:
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) |
29