UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


Form 10-K/A

Amendment #1


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2020


[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________


Commission File Number: 333-213009



CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

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



Nevada

(State or Other Jurisdiction of Incorporation or Organization)

2600

(Primary Standard Industrial Classification Code Number)

38-3993849

I.R.S. Employer

 Identification Number



Lerzenstrasse 12, 8953 Dietikon, Switzerland

Phone: +15022082098

E-mail: manage@cannabissuisse.com

(Address, including zip code, and telephone number,

Including area code, of registrants principal executive offices)



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



Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock


CSUI


OTC Markets



Securities registered under Section 12(g) of the Exchange Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes   No


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   No





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes No


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






Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o       No


State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 34,500,000 common shares issued and outstanding as of October 26, 2020.


 

 

 

EXPLANATORY NOTE

 

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Cannabis Suisse Corp. (the “Company,” “we,” “us” or “our”) for the year ended May 31, 2020, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on October 27, 2020 (the “Original Filing”).

 

This Amendment is being filed for the purpose of correcting the format of dates of the balance sheets in the Report of Independent Registered Public Accounting Firm on page 11. In addition, this Amendment provides revised officer certifications made by Suneetha Nandana Silva Sudusinghe.

 

Except as described above, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Filing, and Cannabis Suisse Corp. has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing.


 


2

 

 

 

 

 

 

 

TABLE OF CONTENTS




Page

 

 


PART I





Item 1.

Description of Business.

4

Item 1A.

Risk Factors.

6

Item 1B.

Unresolved Staff Comments.

6

Item 2

Description of Property.

6

Item 3.

Legal proceedings.

6

Item 4.

Mine Safety Disclosures.

6




PART II

 


 

 


Item 5.

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

7

Item 6.

Selected Financial Data.

7

Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operations.

7

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

9

Item 8.

Financial Statements and Supplementary Data.

9

Item 9.

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

25

Item 9A (T).

Controls and Procedures

25

Item 9B.

Other Information.

26

 

 


PART III

 


 

 


Item 10

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

26

Item 11.

Executive Compensation.

28

Item 12.

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

29

Item 13.

Certain Relationships and Related Transactions.

29

Item 14.

Principal Accounting Fees and Services.

29




PART IV



 

 


Item 15.

Exhibits and Financial Statement Schedules

30

Item 16.

Form 10K Summary

30




Signatures


30




 


3

 




PART I


Forward-looking statements


Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.


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


Item 1. Description of Business


In General


We were incorporated in the State of Nevada on February 26, 2016. Our initial business direction was production of paper made from elephant dung for making different stationery products and distributing them mainly in Sri Lanka. The Company ceased the mentioned operations on March 1, 2020.


On February 20, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State for changing the Companys name from Geant Corp. to Cannabis Suisse Corp.


Following the acquisition of Cannabis Suisse LLC, we have been engaged in the business of production of OTC (over-the-counter) products - for example Cannabidiol (CBD) oils, as well as retail branded cannabis cigarettes, and other health related supplements.


We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings.


Our business office is located at Lerzenstrasse 12, 8953 Dietikon, Switzerland. The Board of Directors considers the said premises appropriate for the business direction the Company is following. Our telephone number is +15022082098.


Stock Transfer Agreement


On May 31, 2019, the President of the Company, Suneetha Nandana Silva Sudusinghe, on behalf of the Company entered into a Stock Transfer Agreement with Cecillia Merige Jensen whereby the Company acquired through merger all of the issued and outstanding capital stock of Cannabis Suisse LLC, a Wyoming limited liability company (Subsidiary). In exchange, Ms. Jensen received 10,000,000 shares of common stock of the Company from Mr. Sudusinghe. Mr. Sudusinghes share ownership in the Company has been reduced from 17,400,000 to 7,400,000 shares. Immediately prior to the above-mentioned transaction, the Company had 34,500,000 shares of common stock issued and outstanding and immediately after the above-mentioned transaction, the Company had 34,500,000 shares of common stock issued and outstanding.


The Subsidiary owns all of the capital stock of Grow Factory GmbH (Grow Factory), a limited liability company incorporated in Zurich, Switzerland March 13, 2017. Its registered office space is located at Lerzenstrasse 12, 8953 Dietikon, Switzerland. Grow Factory is a fully licensed cannabis cultivation and distribution company in Switzerland for recreational tobacco products and medical CBD oils and commenced its operations in March 2018. 


Product Overview


The main business of the Company is cultivation and distribution of cannabis and the related products. Switzerland has the highest allowed legislative Tetrahydrocannabinol (THC) content in Europe (1%) for sales of cannabis products in retail outlets (without medical receipt). This condition makes Switzerland a perfect geographic location for manufacturing cannabis products and intending to scale the business into worldwide distribution.


 


4




Various diluted sequences of THC/CBD ratio can be produced to match legislation and regulation on individual markets with other permitted levels of THC. It enables worldwide production of OTC (over-the-counter) products - for example CBD oils, as well as retail branded cannabis cigarettes, and other health related supplements.  


The growing process has been streamed online on the website https://www.cannabissuisse.com since June 25, 2019.


Grow Factory is distributing 4 gr. and 12 gr. flowerhead packages under the brand name of Alpine Cannabis. They are distributed to 40 CBD sales places in Switzerland and various tank stations on the border between Italy and Switzerland. There are two different forms of packaging: a 12-gr box for the price of 44 CHF and a 4-gr box for the price of 22 CHF. A 12-gr box is specially made for about 40 special CBD stores in Switzerland, where the product is scheduled to come into immediately after production. A 4-gr box is meant for selling in tank stations on the border between Switzerland and Italy.


Another line of products is Alpine Cannabis CBD Pure Base being an e-liquid base for electronic cigarettes. It provides a boost of CBD to any favorite e-liquids and is available with various degrees of CBD strengths. Alpine Cannabis CBD Pure Base provides: certified CBD concentration in 10 ml bottles; guaranteed absence of THC & totally nicotine-free e-liquid base; no alcohol and no animal extracts; U.S. pharmacopeia/food grade ingredients; tamper-proof and childproof package; diacetyl free and quality-controlled production. The product contains 100% of propylene glycol and various levels of CBD, such as 100mg, 300mg and 500mg per 10 ml bottle, and 200mg, 500mg and 1000mg per 30 ml bottle. The prices range from ˆ19.00 for Alpine Cannabis CBD PURE BASE 100 mg 10 ml bottles to ˆ89.00 for Alpine Cannabis CBD PURE BASE 1000 mg 30 ml bottles.


The Company is also engaged in production of pre-rolled cannabis joints based on the V1 Cannabis Strain. They are wrapped in premium quality paper from RAW (rolling papers) brand and are made only of quality fresh buds (no leaves) cultivated with non-pesticide fertilizers and biological control agents. The new product line of handmade pre-rolled CBD joints contains no additives. They are free from pesticides, fungicides, heavy metals or nicotine. Cannabis Suisse is the first company in Switzerland to offer this uniquely blended fusion of organic cones with optimally boosted CBD content. The THC level is naturally kept under 1%. CBD flower pre-rolled joints are an all-natural alternative to CBD oil products. They offer pain-relieving, calming, and anti-inflammatory properties.


Market background


In August 2018, Forbes magazine listed Switzerland as the third most overlooked marijuana market in the world.


Cannabis users from California, Colorado, Arizona, Oregon, and Washington spent around $36 million in pre-rolled joints only in May of 2019 according to the report introduced by BDS Analytics. (https://bdsa.com/wp-content/uploads/2019/07/CPI-Template-May.pdf) Apart from that, at the end of 2019, the Swiss government finally removed the 25% tobacco tax which was a significant event for the country. In five years from now, Europe is expected to become the largest legal cannabis market in the world. In 2019, the industry there has grown more than in the last six years together.


Some European countries like Germany, Denmark, Malta, Greece, and Italy discussed the possibility of creating a completely regulated cannabis market by 2028. Furthermore, Luxembourg intends to introduce a regulated market for adult use of cannabis by 2023.


The research conducted by the Brightfield Group, and based on impending regulatory changes in EU, indicates that the European CBD market is expected to be worth $1.7 billion by 2023. The cannabis market in general is also set to experience rapid growth, from $318 million in 2018 to nearly $8 billion by 2023.


Competition


We acknowledge the market of CBD-related items is rather competitive. There are several companies that offer comparative items and we have to compete with them. We see the main competitive advantage of our competitors is the established customer base and marketing outlets. Nevertheless, we arrange on a wholesale exchange, for the most part, so we have capacity to offer our items for extensive organizations in huge amounts. Therefore, we believe our item is more extensive, the quality is better, and our ways to deal with business are more flexible.


The Swiss market has a few big competitors now, the rest are small farms with under 1,000 plants in production and mostly outdoor. The big farms have more than 20,000 plants in indoor growing and from 10 to 50 Acres of outdoor growing. With the indoor growing, it is very difficult to get good quality harvest, so a lot of small farms were closed in 2018 as it was difficult to make a profit with farms of 1,000 -3,000 plants.


Grow Factory has growers with many years of indoor growing experience. This results in the Company making about 20-grams of high-quality flower heads per plant over an 8-week period. It is quite difficult to find a landlord in Switzerland for indoor grow who accepts CBD production. Currently Grow Factory rents the territory of 400 m2. It is not enough for the further development so the Company needs an approval for the new 4000 m2 place which is planned to be available soon.



5




The prices on weed have been decreasing in Switzerland, so in order to get a part of the market, Grow Factory has to reduce the price and produce more hemp. A 12 gr flowerhead box generally costs 50 CF, so Grow Factory will sell 1 gr more than their competitors do for 50 CF and we believe the product is of a much higher quality. We believe Grow Factory will get a huge part of the CBD market when it is known by the customers. A 4 gr flowerhead box costs 22 CF. Competitors sell 3 or 3.5 gr boxes at the same price.  Sales price for Grow Factory products will not increase a lot. It is more important for the Company to get well-known and branded in Switzerland.


Marketing


We use marketing strategies such as web advertisements, press releases, direct mailing, and phone calls to acquire potential customers. We attract traffic to our website by a variety of online marketing tactics, such as registering with top search engines, using selected key words and meta-tags, and utilizing link and banner exchange options.


The website related to cannabis cultivation is https://www.cannabissuisse.com. The growing process is streamed online on this website. Also, it includes the information about the main Companys products, our team and our plans for further development.


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

Description of property


Our chief executive officer, Suneetha Nandana Silva Sudusinghe, has agreed to provide us his own premises at no charge. He will not take any fee for these premises. This premise is used for production of the goods. The Company has discontinued using the mentioned office space on March 1, 2020.


On September 28, 2016, the Company entered into a rental agreement for office space beginning January 1, 2017 through January 1, 2018. The rental agreement was extended through March 1, 2020. The premises were used as a representative office for customers. For the years ended May 31, 2020 and 2019, $1,240 and $1,440 of rent expense was recorded, respectively.


On April 18, 2017, the Company signed a Rent office agreement, beginning on June 1, 2017 which will terminate on May 31, 2022. These premises will be used as a representative office for the customers of Grow Factory GmbH. The rent payment is $6,646 per month. For the year ended May 31, 2020, we have $82,186 of rent expense.


Research and Development Expenditures

We have not incurred any research expenditures since our incorporation.

Bankruptcy or Similar Proceedings

There has been no bankruptcy, receivership or similar proceeding.

Employees; Identification of Certain Significant Employees

Other than our officers and directors, we currently do not have any employees.


Item 1A.  Risk Factors

 

Not applicable to smaller reporting companies.

 

Item 1B. Unresolved Staff Comments


Not applicable to smaller reporting companies.


Item 2.  Description of Property


We do not own any real estate or other properties.  

Item 3.  Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

Item 4.  Mine Safety Disclosures


Not applicable.

 

 

 

6




PART II


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

Market Information


The Companys common stock began trading on May 10, 2019, on the over-the-counter market, and is now quoted on the OTC Pink tier of the OTC Markets Group Inc. under the symbol CSUI. The closing price of our common stock on the OTC Pink on October 26, 2020 was $0.075.


Number of Holders


As of May 31, 2020, the 34,500,000 issued and outstanding shares of common stock were held by a total of 42 shareholders of record.


Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal years ended May 31, 2020 and 2019. 


Recent Sales of Unregistered Securities


The Company has 250,000,000, $0.001 par value shares of common stock authorized.


Other Stockholder Matters


None.


Item 6. Selected Financial Data                                       


Not applicable to smaller reporting companies.


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


The following discussion should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward-looking statements. Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.


Results of Operations for the years ended May 31, 2020 and 2019:


Revenue


For the year ended May 31, 2019 the Company generated total revenue of $7,530 from selling products to the customer. The cost of goods sold for the year ended May 31, 2019 was $2,538, which represent the cost of raw materials.


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, 2020 was $327,526, which represent the cost of raw materials.


Operating expenses


Total operating expenses for the year ended May 31, 2019 were $27,720. The operating expenses for the year ended May 31, 2019 included professional fees of $17,950; depreciation expense of $5,503 and general and administrative expenses of $4,267.


Total operating expenses for the year ended May 31, 2020 were $266,529. The operating expenses for the year ended May 31, 2020 included professional fees of $72,074; depreciation expense of $20,071 and general and administrative expenses of $174,384.


Net Loss


The net loss for the years ended May 31, 2020 and 2019 was $389,228 and $22,728, respectively.




7




Liquidity and Capital Resources and Cash Requirements


As of May 31, 2020, the Company had cash of $5 ($84,181 as of May 31, 2019). Furthermore, the Company had a working capital deficit of $540,594 ($135,518 as of May 31, 2019).


During the year ended May 31, 2020, the Company used $278,788 of cash in operating activities due to its net loss of $389,228; depreciation and amortization of $20,071; impairment expense $37,912; increase in accounts receivable of $74,320; increase in VAT tax receivable $1,442; decrease in inventory of $18,268; increase in accounts payable of $61,864, increase in accrued expenses of $11,064; increase in accrued wages of $38,625; increase in prepaid taxes of $12,069 and decrease in prepaid expenses of $10,467.  


During the year ended May 31, 2019, the Company used $11,860 of cash in operating activities due to its net loss of $22,728; increase in inventory of $5,365; and depreciation of $5,503.  


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


During the year ended May 31, 2019, the Company generated $70,854 of cash in investing activities as a result of the Cannabis Suisse LLC Acquisition.


During the year ended May 31, 2020, the Company generated $196,142 of cash in financing activities, which came from advances from related parties of $160,970, related party receivables of $10,040 and bank indebtedness of $45,212.


During the year ended May 31, 2019, the Company generated $19,000 of cash in financing activities, which came from advances from related parties.


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 products and loans from our director. We must raise cash to implement our plan and stay in business.

  

Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Companys 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 Companys management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.


Limited operating history; need for additional capital


There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.


Off-Balance Sheet Arrangements


The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


Related Party Transactions


There are two signed loan agreements between Cannabis Suisse Corp. and the President/CEO and a Director of the Company, Suneetha Nandana Silva Sudusinghe. The CEO agreed to loan the Loan Amount to the Company in the event of not raising sufficient amount of funds from the offering in accordance to the Form S-1 registration statement of the Company; the director agreed to loan the Loan Amount to the Company on demand of the Company; the Company will conduct the repayments of all amounts of the Directors loan accordingly to the sequence of loans; the director will be repaid from revenues of the Company, when it starts to earn significant revenues; advanced Loan funds are non-interest bearing, secured and payable upon demand. As discussed in Note 8 to the financial statements, the Company's cash was held by the Company's Secretary, Cecillia Jensen.

 


8




Critical Accounting Policies

 

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk   


Not applicable to smaller reporting companies.


Item 8. Financial Statements and Supplementary Data  



 

 

 

 

 

 

 

 

 


 



 

 

 

 

 


CANNABIS SUISSE CORP.  

(Formerly Geant Corp.)


CONSOLIDATED FINANCIAL STATEMENTS


Years Ended May 31, 2020 and 2019


Table of Contents


 

Page

Reports of Independent Registered Public Accounting Firms

11

Consolidated Balance Sheets as of May 31, 2020 and 2019

12

Consolidated Statements of Operations and Comprehensive Loss for the years ended May 31, 2020 and 2019

13

Consolidated Statements of Changes in Stockholders (Deficit) Equity for the years ended May 31, 2020 and 2019

14

Consolidated Statements of Cash Flows for the years ended May 31, 2020 and 2019

15

Notes to the Consolidated Financial Statements

16













 







10





 

 

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 


To the Board of Directors and
Stockholders of Cannabis Suisse Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cannabis Suisse Corp. (the Company) as of May 31, 2020  and 2019, and the related consolidated statements of operations and comprehensive loss, changes in stockholders (deficit) equity, and cash flows for years ended May 31, 2020 and 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2020 and 2019, and the results of its operations and its cash flows for the years ended May 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.

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 regarding the amounts and disclosures in the financial statements. 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 statements. We believe that our audits provide a reasonable basis for our opinion.

Substantial Doubt about the Companys Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company has limited revenues and recurring losses as of May 31, 2020 and has not completed its efforts to establish a stabilized source of revenues to cover operating costs over an extended period of time. These factors, and the need for additional financing in order for the Company to meet its business plans, raise substantial doubt about the Companys ability to continue as a going concern. Our opinion is not modified with respect to that matter.











We have served as the Companys auditor since 2019.



Tampa, Florida



October 26, 2020




 




11





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

CONSOLIDATED BALANCE SHEETS





May 31, 2020


May 31, 2019

ASSETS






Current Assets







Cash and Cash Equivalents

$

5

$

84,181



Accounts Receivable, net


76,848


2,528



Related Party Receivable


10,040


-



Inventory, net


58,061


76,329



Prepaid Expenses


-


10,467



Prepaid Taxes


12,069


-


Total Current Assets


157,023


173,505


Fixed Assets, net


85,039


93,038


Other Assets







Goodwill


-


65,675



VAT Tax Receivable


1,810


368



Operating lease right of use asset


139,653


 -


Total Other Assets


141,463


66,043

TOTAL ASSETS

$

383,525

$

332,586

LIABILITIES & STOCKHOLDERS EQUITY






Liabilities







Current Liabilities








Accounts Payable

$

108,973

$

47,109




Accrued Expenses


18,478


7,414




Accrued Wages


38,625


-




Advances from Related Parties


415,470


254,500




Bank Indebtedness (Note 7)


45,212


-




Lease Liabilities - Short-term


70,859


-



Total Current Liabilities


697,617


309,023



Non-Current Liabilities








Long Term Loan


3,622


3,622




Lease Liabilities - Long-term


68,794


-



Total Non-Current Liabilities


72,416


3,622


Total Liabilities


770,033


312,645


Commitments and Contingencies (Note 6)






Stockholders Equity







Common stock, par value $0.001; 250,000,000 shares authorized, 34,500,000 shares issued and outstanding as of May 31, 2020 and 2019


34,500


34,500



Additional Paid-In-Capital


51,695


51,695



Accumulated other comprehensive loss


(17,221)


-



Accumulated Deficit


(455,482)


(66,254)


Total Stockholders Equity


(386,508)


19,941

TOTAL LIABILITIES & STOCKHOLDERS EQUITY

$

383,525

$

332,586




The accompanying notes are an integral part of these statements.






12





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS




For the year ended May 31, 2020


For the year ended May 31, 2019






REVENUES





Sales of paper products

$

1,066

$

7,530

Sales of cannabis


181,609


-

Sales of face masks/disinfectant


60,064


-

Total Revenues


242,739


7,530

Cost of goods sold


327,526


2,538

Gross (Loss) Profit


(84,787)


4,992






OPERATING EXPENSES





Professional fees


72,074


17,950

Depreciation and amortization


20,071


5,503

General and administrative expenses


174,384


4,267

TOTAL OPERATING EXPENSES


266,529


27,720






OPERATING LOSS


(351,316)


(22,728)






Other expenses:





Impairment expense


37,912


-






PROVISION FOR INCOME TAXES


-


-

NET LOSS

$

(389,228)

$

(22,728)






Other comprehensive loss:





Foreign currency translation adjustment


(17,221)


-






COMPREHENSIVE LOSS

$

(406,449)

$

(22,728)






NET LOSS PER SHARE: BASIC AND DILUTED

$

(0.00)

$

(0.00)






WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED


35,541,096


51,976,712




The accompanying notes are an integral part of these statements.



 



13

 





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)



Common Stock

Additional Paid-In-Capital

Discount on Common Stock

Accumulated other comprehensive loss

Accumulated Deficit

Total Stockholders

Equity (Deficit)


Shares

Amount






Balance,

May 31, 2018

57,100,000

$   57,100

$             -

 $  (20,905)

$                  -

$     (43,526)

$     (7,331)









Shares issued for acquisition

10,000,000

10,000

40,000

-

-

-

50,000

Net loss

-

-

-

-

-

(22,728)

(22,728)

Return of common stock

(32,600,000)

 (32,600)

11,695

20,905


-

-









Balance,

May 31, 2019

34,500,000

$   34,500

$     51,695

  $             -

$                  -

$     (66,254)

$      19,941










Foreign currency translation adjustment

-

-

-

-

(17,221)

-

(17,221)

Net loss

-

-

-

-

-

(389,228)

(389,228)









Balance,

May 31, 2020

34,500,000

$   34,500

$     51,695

 $              -

$     (17,221)

$   (455,482)

$ (386,508)






 


The accompanying notes are an integral part of these statements.


 



 

14





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS







Year ended        May 31, 2020


Year ended        May 31, 2019

 



OPERATING ACTIVITIES






 




Net loss

$

(389,228)


$

(22,728)

 




Depreciation and amortization


20,071



5,503

 




Impairment expense


37,912



-

 




Adjustments to reconcile net loss






 




to net cash provided by operations:






 





Accounts receivable


(74,320)



-

 





VAT tax receivable


(1,442)



-

 





Inventory


18,268



5,365

 





Prepaid expenses


10,467



-

 





Prepaid taxes


(12,069)



-

 





Accounts payable


61,864



-

 





Accrued expenses


11,064



-

 





Accrued wages


38,625



-

 



Net cash used in Operating Activities


(278,788)



(11,860)

 



INVESTING ACTIVITIES






 




Business combination, net of cash acquired


-



70,854

 



Net cash provided by Investing Activities


-



70,854

 



FINANCING ACTIVITIES






 




Advances from related parties


160,970



19,000

 




Related party receivables


(10,040)



-

 




Bank indebtedness


45,212



-

 



Net cash provided by (used in) Financing Activities


196,142



19,000

 


Effect of exchange rate on cash


(1,530)



-


Net cash increase (decrease) for period


(84,176)



77,994

Cash at beginning of period


84,181



6,187

Cash at end of period

$

5


$

84,181







SUPPLEMENTAL







Cash paid for taxes

$

-


$

-


Cash paid for interest

$

-


$

-







Supplemental disclosures of cash flow information on the cash flow







Operating lease right to use asset exchanged for operating lease liability

$

195,394


$

-








NON-CASH ACTIVITIES:







Shares issued for acquisition

$

-


$

50,000




The accompanying notes are an integral part of these statements.



 



15





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2020 and 2019


NOTE 1 ORGANIZATION AND NATURE OF BUSINESS


Cannabis Suisse Corp. (Company) was incorporated in the State of Nevada on February 26, 2016 to start business operations concerned with production of paper made from elephant dung for making various stationery products and subsequent selling thereof.


On February 20, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State which changed the Companys name from Geant Corp. to Cannabis Suisse Corp.


Following the acquisition of Cannabis Suisse LLC (see Note 4), the Company has been engaged in the business of production of OTC (over-the-counter) products - for example CBD oils, as well as retail branded cigarettes, and other health related supplements.


On March 1, 2020, the management of the Company decided to cease operations involving elephant dung-made paper based in Sri Lanka and discontinue using the premises located at Kiranthidiya road 114, Beruwala, Sri Lanka, 12070.


Due to the COVID-19 pandemic, starting April 2020, the Company has been engaged in selling of face masks and disinfectants in order to extend the number of available products and provide the customers with an opportunity to comply with the safety measures.


NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, (GAAP). The Companys year-end is May 31. The consolidated financial statements include the accounts of the Company and its wholly - owned subsidiary Cannabis Suisse LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.


Use of Estimates

The preparation of financial statements in conformity with GAAP 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 Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $5 and $84,181 of cash and cash equivalents as of May 31, 2020 and 2019, respectively.


Accounts Receivable

The Company records 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 the collectability of the accounts and prior loss experience. No allowance for doubtful accounts was recorded for the years ended March 31, 2020 and 2019.


Inventories

Inventories are stated at the lower of cost or market. The Company had $58,061 and $76,329 in inventory as of May 31, 2020 and 2019, respectively. The Company also determines a reserve for excess and obsolete inventory based on historical usage, and projecting the year in which inventory will be consumed into a finished product. The valuation of inventories requires management to make significant assumptions, including the assessment of market value by inventory category considering historical usage, future usage and market demand for their products, and qualitative judgments related to discontinued, slow moving and obsolete inventories. The Company had $5,937 and $0 in reserve for excess and obsolete inventory as of May 31, 2020 and 2019, respectively.


The Company had $9,408 and $0 of work in progress (WIP) inventory as of May 31, 2020 and 2019, respectively. Cannabis plants in the growth process are recognized as a WIP inventory.



16





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2020 and 2019


The following table sets out a breakdown of the inventory by classes as of May 31, 2020 and 2019:




May 31, 2020


May 31, 2019

Raw materials

$

26,768

$

76,329

Finished goods


27,821


-

Work in Process inventory


9,408


-

Reserve for inventory


(5,936)


-

Total Inventory

$

58,061

$

76,329


Property and equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:


Equipment, Furniture and fixtures

5-10 years

Office machines, IT equipment

5-10 years

Leasehold Improvements

2-5 years


The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to the statement of income as incurred, whereas significant renewals and betterments are capitalized.


Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using the straight-line balance method over the estimated useful life of the assets. The Company estimates that the useful life of its equipment is five years and industrial water filter is seven years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.


Impairment

Goodwill. Goodwill is not subject to amortization and is reviewed at least annually in the fourth quarter of each year. The impairment test consists of comparing a reporting units fair value to its carrying value. A significant amount of judgment is involved in determining if an indicator of goodwill impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and the testing for recoverability of a significant asset group. Companies have the option to evaluate goodwill impairment based upon qualitative factors similar to the indicators described above.  If it is determined that the estimated fair value of the reporting unit is more likely than not less than the carrying amount, including goodwill, a quantitative assessment is required. Otherwise, no further analysis is necessary.


Impairment of Long-Lived Assets. The Company evaluates the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Our evaluation is based on an assessment of potential indicators of impairment, such as an adverse change in the business climate that could affect the value of an asset, current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of an asset, and a current expectation that, more likely than not, an asset will be disposed of before the end of its previously estimated useful life. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.


During the year ended May 31, 2020, the Company recognized an impairment of intangibles in the amount of $37,912.  


Fair Value of Financial Instruments

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

 

 

17





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2020 and 2019


These tiers include:


Level 1:

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

Level 2:

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

Level 3:

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


The carrying value of the Companys cash, other current assets, accounts payable, accrued expenses and loan from shareholder approximates its fair value due to their short-term maturity.


Income Taxes

The Company accounts for its income taxes in accordance with ASC 740 Income Taxes, 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 credits and carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.


Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from contracts with customers (Topic 606). Revenue is recognized when a customer obtains control of promised goods of services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the considerations 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 Company satisfies each performance obligation.


The Company only applies the five-step model to contracts when it is probably that the entity will collect the consideration it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (FASB) ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Companys performance obligations are transferred to customers at a point in time, typically upon delivery.


Sales Concentration

A significant portion of the Companys revenue has been derived from three customers. For the year ended May 31, 2020 and 2019, the three largest customers accounted for 82% and 0%, respectively, of the Company's total revenue.


Cost of Goods Sold

Cost of goods sold includes direct costs of selling items, direct labor cost, rent expense and electricity.


Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.


ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease





payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

 

 

18





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2020 and 2019


Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Adjustments have been made to the Consolidated Statements of Cash Flows for fiscal year ended May 31, 2019, where advances due to related parties of $3,622 was reclassified as a long-term loan. These changes in classification do not affect previously reported cash flows from operating activities in the Consolidated Statements of Cash Flows.


Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with ASC 260 Earnings per 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, 2020 and 2019, there were no potentially dilutive debt or equity instruments issued or outstanding.  


Foreign Currency Translation

Assets and liabilities of the Companys Swiss subsidiary are translated from Swiss francs to United States dollars at exchange rates in effect at the balance sheet date. Income and expenses are translated at average exchange rates during the year. The translation adjustments for the reporting period are included in the Companys consolidated statements of operations and comprehensive loss, and the cumulative effect of these adjustments are reported in the Companys consolidated balance sheets as accumulated other comprehensive loss within Stockholders Equity.


Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02 (Topic 842) Leases. Under this new guidance, lessees (including lessees under leases classified as finance leases, which are to be classified based on criteria similar to that applicable to capital leases under current guidance, and leases classified as operating leases) will recognize a right-to-use asset and a lease liability on the balance sheet, initially measured as the present value of lease payments under the lease. Under current guidance, operating leases are not recognized on the balance sheet. However, the new guidance permits companies to make an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise). If this election is made, lease payments under short term leases will be recognized on a straight-line basis over the lease term. The Company adopted the new guidance effective June 1, 2019, using a modified retrospective method, under which it will record an immaterial cumulative adjustment to retained earnings rather than retrospectively adjusting prior periods. The Company also elected to adopt the policy not to apply the recognition provisions to short term leases.


With the exception of the new standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the year ended May 31, 2020, that are of significance or potential significance to the Company


NOTE 3 GOING CONCERN


The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern.  However, the Company had limited revenues and recurring losses as of May 31, 2020. 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 Companys 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 managements efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.


NOTE 4 - BUSINESS COMBINATION


On May 31, 2019, the President of the Company, Suneetha Nandana Silva Sudusinghe, on behalf of the Company, entered into a Stock Transfer Agreement with Cecillia Merige Jensen whereby the Company acquired through merger all of the issued and outstanding capital stock of Cannabis Suisse LLC, a Wyoming limited liability company (Subsidiary). In exchange, Ms. Jensen received 10,000,000 shares of common stock of the Company from Mr. Sudusinghe. Mr. Sudusinghes share ownership in the Company was reduced from 17,400,000 to 7,400,000 shares.

 

 

19





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2020 and 2019


The Subsidiary owns all of the capital stock of Grow Factory GmbH, a limited liability company incorporated in Zurich, Switzerland on March 13, 2017. Its registered office space is located in Dietikon, Switzerland. Grow Factory is a fully licensed cannabis cultivation and distribution company in Switzerland for recreational tobacco products and medical CBD oils and commenced its operations in March 2018. 


Assets acquired:

 

 

       Cash and Cash Equivalents

$

70,854

       Accounts Receivable

 

2,528

       Inventory

 

75,000

       VAT Tax Receivable

 

368

       Prepaid Expenses

 

10,467

Property and Equipment

 

85,050

Total identifiable assets acquired

 

244,267

Liabilities assumed:

 

 

       Accounts Payable

 

(21,143)

       Accrued Liabilities

 

(7,414)

       Advances from Related Parties

 

(203,622)

           Total identifiable liabilities assumed        

 

(232,179)

           Net identifiable assets acquired    

 

12,088

           Intangible Asset

 

37,912

           Total purchase price allocation

$

50,000


The purchase price allocation was preliminary at May 31, 2019.  During the year ended May 31, 2020, the Company completed a third-party valuation and finalized the assets acquired and liabilities assumed. The final amounts allocated to assets acquired and liabilities assumed resulted in a decrease in intangibles from May 31, 2019 in the amount of approximately $28,000.


Pro Forma Disclosures

The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Grow Factory for the year ended May 31, 2019, respectively, as if this business combination had occurred as of June 1, 2018. The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to each of these acquisitions and the related equity issuances as if each had occurred on June 1, 2018. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company's future results of operations.


The following table summarizes on an unaudited pro forma basis the Company's results of operations for the years ended May 31, 2019:



2019

Net revenue

$

17,450

Net loss


(367,097)

Net loss per share - basic and diluted

$

(0.00)

Weighted average number of shares of common stock outstanding - basic and diluted


51,976,712

 

 

 

 

20





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2020 and 2019



The calculations of pro forma net revenue and pro forma net loss give effect to the business combination for the period from June 1, 2018 until the respective closing dates for (i) the historical net revenue and net income (loss), as applicable, of the acquired businesses, and (ii) incremental depreciation and amortization for the business combination based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives.


NOTE 5 PROPERTY AND EQUIPMENT



May 31, 2020


May 31, 2019

Equipment

$

70,998

$

58,778

Furniture and fixtures


42,684


31,881

Office machines, IT equipment


1,992


9,044

Leasehold improvements


8,354


8,354

Accumulated depreciation


(38,989)


(15,019)

Net property and equipment

$

85,039

$

93,038


For the years ended May 31, 2020 and 2019 the Company recognized depreciation expense in the amount of $20,071 and $5,503, respectively.


NOTE 6 COMMITMENTS AND CONTINGENCIES


On September 28, 2016, the Company entered into a rental agreement for office space beginning January 1, 2017 through January 1, 2018. The rental agreement was extended through March 1, 2020. The premises were used as a representative office for customers. For the years ended May 31, 2020 and 2019, $1,240 and $1,440 of rent expense was recorded, respectively.


On April 18, 2017, the Company signed a Rent office agreement, beginning on June 1, 2017 which will terminate on May 31, 2022. These premises will be used as a representative office for the customers of Grow Factory GmbH. The rent payment is $6,646 per month. For the year ended May 31, 2020, we have $82,186 of rent expense.


The Company implemented a new accounting policy according to the ASC 842, Leases, on June 1, 2019 on a modified retrospective basis and did not restate comparative periods. Under the new policy, the Company recognized approximately $146,243 lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of May 31, 2020, discounted at the incremental borrowing rate. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.


As of May 31, 2020 and 2019, the right-of use asset and lease liabilities are as follows:


 

Year ended

 

 

May 31, 2020


May 31, 2019







Right-of-use asset operating leases

 $

139,653


 $

-

 

 

 


 

 

Lease Liabilities - Short-term

 $

  70,859


 $

-

Lease Liabilities - Long-term

 

68,794


 

-

Total Lease Liabilities

139,653


 $

-





21

 





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2020 and 2019


Lease cost and other information


 

Year ended


May 31, 2020


May 31, 2019







Operating lease cost

 $

74,926


 $

63,230

Weighted average remaining lease term - Operating leases (years)


2



-

Weighted average discount rate


3%



-


Required future principal payments under the Companys lease obligation are set forth below:


Year ending May 31


2021

$

79,752

2022


79,752

Total

$

159,504


NOTE 7 - BANK INDEBTEDNESS


On March 26, 2020, due to COVID-19 the Company's Subsidiary, Cannabis Suisse LLC, entered into a loan agreement with a bank for CHF60,000. The loan carries an interest rate of 0.5% per year. The term of the loan is 5 years. The state acts as the guarantor for this loan. Accrued interest on this loan was $0 as of May 31, 2020.


NOTE 8 RELATED PARTY TRANSACTIONS


The Companys president has verbally agreed to provide interest free advances, due on demand, to the Company up to $100,000. As of May 31, 2020 and 2019, the Company has drawn $56,323 and $54,500, respectively, of advances. In addition, the Companys president has agreed to provide production space in Sri Lanka at no charge for the production of goods through December 2020. The Company has decided to discontinue using the mentioned office space since March 1, 2020.


The Company received $359,147 and $200,000 as advances from the Companys secretary, Cecillia Jensen,

 as of May 31, 2020 and 2019, respectively. The advances are interest-free and due on demand.


The Company received $3,622 as a long-term loan as of May 31, 2020 and 2019. This loan is interest-free.


The Company's cash in the amount of $10,040 as of May 31, 2020, was held by the Company's Secretary. The balance is included in related party receivable on the consolidated balance sheets.


NOTE 9 COMMON STOCK


On January 23, 2019, the Company effected a forward split of the outstanding common stock on a one (1) for twenty (20) basis. All share figures have been retroactively restated to reflect the stock split.


On February 20, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State which increased the Companys authorized shares of common stock from 75,000,000 to 250,000,000. 


Also, during the year ended May 31, 2019, the Company had 32,600,000 shares of common stock returned. On March 8, 2019, a total of 22,600,000 shares related to the cancellation of restricted shares were returned to reduce the directors percentage of shares. On May 31, 2019, 10,000,000 shares were returned to be issued for the acquisition of Cannabis Suisse LLC.


 


22



CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2020 and 2019


A total of 10,000,000 shares of restricted stock were issued in the name of Cecillia Merige Jensen in accordance with the material definitive agreement dated May 31, 2019. Suneetha Nandana Silva Sudusinghe, the President of the Company, on behalf of the Company entered into a Stock Transfer Agreement with Cecillia Merige Jensen. Following the terms of the Agreement, the Company acquired all the issued and outstanding capital stock of Cannabis Suisse LLC. In exchange, Ms. Jensen received 10,000,000 shares of common stock of the Company.


NOTE 10 REPORTABLE SEGMENTS


Reportable Segments

The Company follows segment reporting in accordance with ASC Topic 280, Segment Reporting. As a result of the business combination with Cannabis Suisse LLC in May 2019 as discussed in Note 4, the Company has 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 Corp segment produces the paper made from elephant dung for making various stationery products and subsequent selling thereof. The Company ceased the mentioned operations on March 1, 2020. The Cannabis Suisse LLC segment is involved in cannabis cultivation and distribution in Switzerland of recreational tobacco products and medical CBD oils.


Net revenue by reporting segment for the years ended May 31, 2020 and 2019, is as follows:


2020


2019

Cannabis Suisse Corp

$

1,066

$

7,530

Cannabis Suisse LLC


241,673


-

    Total Revenue

$

242,739

$

7,530


Gross profit by reporting segment for the years ended May 31, 2020 and 2019, is as follows:


2020


2019

Cannabis Suisse Corp

$

(263)

$

4,992

Cannabis Suisse LLC


(84,524)


-

    Total Gross (Loss) Profit

$

(84,787)

$

4,992


Assets by reporting segment as of May 31, 2020 and 2019, is as follows:


2020


2019

Cannabis Suisse Corp

$

7,069

$

24,441

Cannabis Suisse LLC


376,456


308,145

    Total Assets

$

383,525

$

332,586


NOTE 11 INCOME TAXES


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




23





CANNABIS SUISSE CORP.

(Formerly Geant Corp.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2020 and 2019


The Company has no tax position at May 31, 2020 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at May 31, 2020. The Companys utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.


The valuation allowance at May 31, 2020 was $95,651. The net change in valuation allowance during the year ended May 31, 2020 was $81,737. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.


Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of May 31, 2020 and 2019. All tax years since inception remains open for examination only by taxing authorities of US Federal and state of Nevada.


The Company has a net operating loss carryforward for tax purposes totaling $455,482 at May 31, 2020, expiring through 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).


The components of the Companys deferred tax asset and reconciliation of income taxes computed at the new statutory rate of 21% to the income tax amount recorded as of May 31, 2020 and 2019 are as follows:




May 31, 2020


May 31, 2019

Net operating loss carryforward

$

(455,482)

$

(66,254)

Effective tax rate


21 %


21 %

Deferred tax asset


95,651


13,914

Less: Valuation allowance


(95,651)


(13,914)

Net deferred asset

$

-

$

-


 

 

 

The change in the valuation allowance during the years ended May 31, 2020 and 2019 was $81,737 and $4,774, respectively.

 




May 31, 2020


May 31, 2019

Federal income tax benefit attributed to:





Net operating loss from continuing operations

$

95,651

$

13,914

Valuation allowance


(95,651)


(13,914)

Net benefit

$

-

$

-


 

NOTE 12 - 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, 2020 and 2019.


NOTE 13 SUBSEQUENT EVENTS


In accordance with SFAS 165 (ASC 855), Subsequent Events the Company has analyzed its operations subsequent to May 31, 2020 to the date these consolidated financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these consolidated financial statements.


 

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


On April 12, 2019, Cannabis Suisse Corp. (the “Registrant”) was notified that Fruci & Associates II, PLLC (“Fruci & Associates”) has resigned as the Registrant’s independent registered public accounting firm due to the Registrant’s expansion into additional foreign markets and a change in the Registrant’s focus. 


During the engagement period (September 3, 2018 to April 12, 2019 ) (i) there have not been disagreements between Cannabis Suisse Corp. and Fruci & Associates on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Fruci & Associates would have caused Fruci & Associates to make reference to the matter in a report on the Registrant’s financial statements; and (ii) there have not been reportable events as the term described in Item 304(a)(1)(v) of Regulation S-K.


The Company engaged Accell Audit & Compliance, PA (“Accell”) to serve as the Registrant’s independent registered public accounting firm for the years ended May 31, 2020 and 2019.


Item 9A(T) Controls and Procedures


Managements 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 Companys 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 Companys internal control over financial reporting as of May 31, 2020 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 Companys 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, 2020, 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 managements view that such a committee, including a financial expert member, is an utmost important entity level control over the Companys 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 managements activities.


2 We did not maintain appropriate cash controls As of May 31, 2020, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Companys 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, 2020, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Companys 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 companys 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, 2020 based on criteria established in Internal Control- Integrated Framework (2013) issued by COSO.


 

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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 Commissions 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 issuers 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, 2020. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.


Changes in Internal Control over Financial Reporting


There has been no change in the Companys 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 Companys 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

The names and ages of our directors and executive officers are set forth below. Also included is their principal occupation(s).

The board of directors has no nominating, auditing or compensation committees.

The name, address, age and position of our present officers and directors are set forth below:

Name

Age 

Position(s) 

Suneetha Nandana Silva Sudusinghe

50

President, Chief Executive Officer, Chief Financial Officer

Cecillia Jensen

46

Secretary

Alain Parrik

24

Chief Operating Officer


Mr. Sudusinghe has been a business administrator and then a head administrator at Reschen Tex LTD (textile company), where 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 the reception area and as head administrator he was responsible for providing an efficient and professional administrative and clerical service to colleagues, managers and supervisors to facilitate the efficient operation of the office. Mr. Sudusinghe was employed at Reschen Tex LTD as administrator in period from March 2009 to September 2012, and as head administrator in period from October 2012 to September 2015.


Ms. Jensen served as a leader of innovation and development at the Swiss cannabis production firm Grow Factory GmbH in Zurich, Switzerland, from March 2018 to March 2019. Apart from that she was a founder and CEO of Scandinavian Translation Services Ltd. in Tallinn, Estonia, from September 2015 to January 2017. Ms. Jensen also co-founded and served as CEO at Posh Beauty™/LBF Services Ltd., Helsinki, Finland, from February 2012 to December 2016.





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Mr. Parrik spent a year in Thailand working as an independent English language teacher (from March 2018 to January 2019). From January 2017 to February 2018, he was employed at Terchest, a language school in Estonia. During this period, he managed to master his communication and negotiation skills while discussing multiple topics with people of different occupations. From September 2015 to January 2017, Mr. Parrik worked as SMM specialist at PremodCan in Vanier, Canada. The experience he obtained enabled him to gain an understanding of the whole process of online promotion and advertising for small and medium businesses. Apart from the foregoing, Mr. Alain Parrik has been engaged in family business since June 2011 and assisted his brother in obtaining a license for cannabis use in Montreal, Canada. The process of studying the medical cannabis domain inspired him to develop in the field and gain knowledge about CBD-related products. The Board of Directors consider Mr. Parrik’s skills to be ideal for future operations of the Company.


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 Director holds office until removed by the Board or until his resignation appoints our officer.

Family 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 Board 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 otherwise subject to any law, rule or regulation requiring that all or any portion of our 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 has not made a subjective determination as to each director that no relationships exist which, in the opinion of our 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 Board of Directors made these determinations, our Board 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.

 


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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 the independent auditors the results of the annual audit and the results of our quarterly financial statements.

 

Our board as a whole will consider executive officer compensation, and our entire board participates in the consideration of director compensation. Our board as a whole oversees our compensation policies, plans and programs, reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers, if any, and administers our equity incentive and stock option plans, if any.

  

Each of our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for director, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs and the credentials of the candidate at the time the candidate is proposed. Such factors include relevant business and industry experience and demonstrated character and judgment.


Item 11. Executive Compensation


The following table sets forth the compensation paid by us for the year ended May 31, 2020 and 2019 for our 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 COMPENSATION 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, President, CEO, CFO


2020

0

0

0

0

0

0

0

0


2019

0

0

0

0

0

0

0

0

Cecillia Jensen, Secretary

2020

0

0

0

0

0

0

0

0


2019

0

0

0

0

0

0

0

0

Alain Parrik, COO

2020

0

0

0

0

0

0

0

0


2019

0

0

0

0

0

0

0

0


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

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

There are no other investment opportunity arranges, retirement, annuity, or benefit sharing arrangements for the advantage of our officers and chiefs other than as portrayed in this.


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Long-Term Incentive Plan Awards 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


Title of class


Name of Beneficial Owner


Amount and Nature of Beneficial Ownership


Percent of Common Stock

  

Common Stock

  

Suneetha Sudusinghe


17,400,000

  

39.10%

  

Common Stock

 

Cecillia Jensen


10,000,000

  

22.47%


 

Item 13. Certain Relationships and Related Transactions


The Companys president has verbally agreed to provide interest free advances, due on demand, to the Company up to $100,000. As of May 31, 2020 and 2019, the Company has drawn $56,323 and $54,500, respectively, of advances. In addition, the Companys president has agreed to provide production space in Sri Lanka at no charge for the production of goods. The Company has decided to discontinue using the mentioned office space since March 1, 2020.


The Company received $359,147 and $200,000 as advances from the Company’s secretary, Cecillia Jensen,as of May 31, 2020 and 2019, respectively. The advances are interest-free and due on demand.

The Company received $3,622 and $3,622 as long-term loan as of May 31, 2020 and 2019, respectively. This loan is interest-free.


The Company's cash in amount of $10,040 as of May 31, 2020, was held by the Company's Secretary.


 

Item 14. Principal Accounting Fees and Services 


During fiscal year ended May 31, 2020, 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 professional services rendered in connection with annual audit and quarterly reviews.


During fiscal year ended May 31, 2019, we incurred approximately $11,900 in fees to our former principal independent accountants Audit & Compliance, P.A. for professional services rendered in connection with annual audit and quarterly reviews.


During the fiscal years ended May 31, 2020 and 2019 we incurred no audited related fees, tax related fees, and $0 in all other fees.




29





PART IV


Item 15. Exhibits and Financial Statement Schedules


(a)

List of documents filed as part of this Report


(1)

Financial Statements



The financial statements are included under Item 8 of this Annual Report on Form 10-K.


(2)

Financial Statements Schedules



All schedules have been omitted because the required information is included in the financial statements included under Item 8 of this Annual Report on Form 10-K or the notes thereto, or because it is not required.


(3)

Exhibits



See exhibits listed under Part (b) below.


(b)

Exhibits




31.1 

 

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




31.2 

 

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

 

 


Item 16. Form 10-K Summary


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 Switzerland, Dietikon on January 26, 2020.

  

CANNABIS SUISSE CORP.

  

  

  

  

By:

/s/

Suneetha Nandana Silva Sudusinghe

  

  

  

Name:

Suneetha Nandana Silva Sudusinghe

  

  

  

Title:

President, Treasurer, Director

(Principal Executive, Financial and Accounting Officer)














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