CANNABIS SUISSE CORP. - Quarter Report: 2020 February (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended: February 29, 2020

OR

[   ] 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 registrant as specified in its charter)

Lerzenstrasse 12, 8953 Dietikon, Switzerland

Phone: +15022082098

E-mail: manage@cannabissuisse.com

 (Address, including zip code, and telephone number,

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

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

 

 

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 past 12 months, 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 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”, “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 ☐ No ⌧

As of June 3, 2020 there were 34,500,000 shares outstanding of the registrant’s common stock.

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PART I – FINANCIAL INFORMATION

Item 1. Financial statements

The accompanying interim consolidated financial statements of Cannabis Suisse Corp. (the “Company”) should be read in conjunction with the 10-K that was filed with the United States Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, since they are interim statements, the accompanying consolidated financial statements do not include all the information and notes required by GAAP for complete financial statement presentation. In the opinion of management, the interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position, results of operations, and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

In the opinion of management, the consolidated financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

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CANNABIS SUISSE CORP.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these statements.

5

CANNABIS SUISSE CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

 

 

 

The accompanying notes are an integral part of these statements.

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CANNABIS SUISSE CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

 

 

The accompanying notes are an integral part of these statements.

 

 

 

 

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CANNABIS SUISSE CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

 

The accompanying notes are an integral part of these statements.

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CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED

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 Company’s name from Geant Corp. to Cannabis Suisse Corp.

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

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

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

The financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the interim periods. The results of operations for the nine months ended February 29, 2020 are not necessarily indicative of the results to be expected for the year ending May 31, 2020.

 The information included in this Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended May 31, 2019.

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 Company’s year-end is May 31. The consolidated financial statements include the accounts of the Company and its wholly - owned subsidiary Cannabis Suisse LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with 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 $7,855 and $84,181 of cash and cash equivalents as of February 29, 2020, and May 31, 2019, respectively.

Inventories

Inventories are stated at the lower of cost or market. The Company had $18,494 and $76,329 in inventory as of February 29, 2020, and May 31, 2019, respectively.

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.

 

 

 

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CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED

Impairment

Potential impairments of long-lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with Accounting Standards Codification (ASC) 360 Property, Plant and Equipment impairment is determined when estimated future undiscounted cash flows associated with an asset are less than the asset’s carrying value.

Fair Value of Financial Instruments

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.

These tiers include:

Level 1:	defined as observable inputs such as quoted prices in active markets;
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s 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 credit, 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 Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

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 February 29 and 28, 2020 and 2019, there were no potentially dilutive debt or equity instruments issued or outstanding.  

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CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED

Foreign Currency Translation

Assets and liabilities of the Company’s 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 Company’s consolidated statements of operations and comprehensive loss, and the cumulative effect of these adjustments are reported in the Company’s consolidated balance sheets as accumulated other comprehensive loss within Stockholder’s Deficit.

Recent Accounting Pronouncements

In February 2016, the 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.

This application of the modified retrospective method will result in a balance sheet presentation that will not be comparable to the prior period in the first year of adoption. The Company does not expect the new standard to have a material impact on its results of operations or cash flows.

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 February 29, 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 Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 4 - BUSINESS COMBINATION

On May 31, 2019, Suneetha Nandana Silva Sudusinghe, the president of the Company and on behalf of the Company entered into a Stock Transfer Agreement with Cecillia Merige Jensen whereby the Company acquired all of the issued and outstanding capital stock of Cannabis Suisse LLC, a Wyoming limited liability company (“Subsidiary”). In exchange, Ms. Jensen has received 10,000,000 shares of common stock of the Company valued at $50,000. Mr. Sudusinghe’s share ownership in the Company was reduced from 17,400,000 to 7,400,000.

 

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CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED

The Subsidiary owns all of the capital stock of Grow Factory GmbH, a corporation incorporated in Zurich, Switzerland on March 13, 2017. Its office 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 on March 2018. 

Purchase Price Allocations

Presented below is a summary of the purchase price allocations for the business combination:

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		83,253
Total identifiable assets acquired		242,470
Liabilities assumed:
Accounts Payable		47,109
Accrued Liabilities		7,414
Advances from Related Parties		203,622
Total identifiable liabilities assumed		258,145
Net identifiable assets acquired		(15,675)
Goodwill		65,675
Total purchase price allocation	$	50,000

The Company assessed the fair value of the various net liabilities assumed based on internal documents. The $65,675 of goodwill currently recognized is deductible for income tax purposes over the next 15 years. The Company has not yet completed the initial accounting for the transaction; therefore, the fair value is provisional pending receipt of a final valuation.

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 nine months ended February 28, 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 nine months ended February 28, 2019:

 

 

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CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED

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

		February 29, 2020			May 31, 2019
Equipment	$		73,006	$	58,778
Furniture and fixtures			33,598		31,881
Office machines, IT equipment			2,066		9,044
Leasehold Improvements			8,354		8,354
Depreciation			(33,790)		(15,019)
Net property and equipment	$		83,234	$	93,038

For the nine months ended February 29 and 28, 2020 and 2019 the Company recognized depreciation expense in the amount of $12,484 and $4,823, respectively.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

In 2016, the Company signed a rental agreement for office space in Sri Lanka which terminated on February 29, 2020. This premise was used as a representative office for the customers. The rent expense for each of the nine months ended February 29 and 28, 2020, and 2019 was $1,240 and $1,080. The Company has decided to discontinue using the mentioned office space since March 1, 2020.

In 2017, the Company’s Subsidiary signed a rental agreement for office space in Switzerland which will terminate on May 31, 2022. The rent expense for the nine months ended February 29, 2020 was $54,550.

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 $195,394 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 February 29, 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 February 29, 2020, and May 31, 2019, the right-of use asset and lease liabilities are as follows:

 

 

 

	February 29, 2020			May 31, 2019
		(unaudited)
Right-of-use asset – operating leases	$	153,640		$	-
Lease Liabilities - Short-term	$	67,131		$	-
Lease Liabilities - Long-term		86,509			-
Total Lease Liabilities	$	153,640		$	-

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CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED

Lease cost and other information

	Nine months ended
	February 29, 2020			February 28, 2019
	(unaudited)			(audited)
Operating lease cost	$	60,868		$	52,660
Weighted average remaining lease term - Operating leases (years)		2.5			-
Weighted average discount rate		3%			-

Required future principal payments under the Company’s lease obligation are set for below:

Year ending May 31

2020 (remaining three months)	$	20,964
2021		79,752
2022		79,752
Total	$	180,468

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company’s president has verbally agreed to provide interest free advances, due on demand, to the Company up to $100,000. As of February 29, 2020, and May 31, 2019, the Company has drawn $54,708 and $54,500, respectively, of advances. In addition, the Company’s president has agreed to provide production space in Sri Lanka at no charge for the production of goods through December 2020. The Company has decided to discontinue using the mentioned office space since March 1, 2020.

The Company’s subsidiary received $380,308 and $203,622 as advances from related parties as of February 29, 2020, and May 31, 2019, respectively. The advances are interest-free and due on demand.

NOTE 8 – COMMON STOCK

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

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

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

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CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED

NOTE 9 – 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.

 

On December 22, 2017, Tax Cuts and Jobs Act (H.R. 1) (the “Act”) was signed into law in the United States.  The Act includes a number of changes in existing tax law impacting businesses including, among other things, a permanent reduction in the corporate income tax rate from 34% to 21%. The rate reduction would take effect on January 1, 2018 

The Company has no tax position at February 29, 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 February 29, 2020. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.

 

The valuation allowance at February 29, 2020 was $84,717. The net change in valuation allowance during the nine months ended February 29, 2020 was $70,803. 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 February 29, 2020 and May 31, 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 $403,412 at February 29, 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 Company’s deferred tax asset and reconciliation of income taxes computed at the new statutory rate of 21% to the income tax amount recorded as of February 29, 2020 and May 31, 2019, are as follows:

		February 29, 2020		May 31, 2019
Net operating loss carryforward	$	(403,412)	$	(66,254)
Effective tax rate		21 %		21 %
Deferred tax asset		84,717		13,914
Less: Valuation allowance		(84,717)		(13,914)
Net deferred asset	$	-	$	-

 

 

 

 

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CANNABIS SUISSE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED

The change in the valuation allowance during the nine months ended February 29, 2020 and May 31, 2019, was $70,803 and $4,774, respectively.

 

 

		February 29, 2020		May 31, 2019
Federal income tax benefit attributed to:
Net operating loss from continuing operations	$	84,717	$	13,914
Valuation allowance		(84,717)		(13,914)
Net benefit	$	-	$	-

NOTE 10 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855), Subsequent Events the Company has analyzed its operations subsequent to February 29, 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 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This quarterly report and other reports filed by Cannabis Suisse Corp. (Formerly Geant Corp.)  (“we,” “us,” “our,” or the “Company”), from time to time contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

In General

We were incorporated in the State of Nevada on February 26, 2016. Our initial business direction was the production of paper made from elephant dung (poo) for making different stationery products and distribution thereof primarily 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 which changed the Company’s name from Geant Corp. to Cannabis Suisse Corp.

Following the acquisition of Cannabis Suisse LLC, as discussed below, we have been engaged in the business of production of OTC (over-the-counter) products - for example 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. Our telephone number is +15022082098.

The Board of Directors considers the said premises appropriate for the new business direction the Company has been following.

Stock Transfer Agreement

On May 31, 2019, Suneetha Nandana Silva Sudusinghe, the president of the Company and on behalf of the Company entered into a Stock Transfer Agreement with Cecillia Merige Jensen whereby the Company has 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 has received 10,000,000 shares of common stock of the Company from Mr. Sudusinghe. Mr. Sudusinghe’s share ownership in the Company has been reduced from 17,400,000 to 7,400,000. Immediately prior to the above transaction, the Company had 34,500,000 shares of common stock issued and outstanding and immediately after the above transaction, the Company has 34,500,000 shares of common stock issued and outstanding.

 

 

 

17

The Subsidiary owns all of the capital stock of Grow Factory GmbH, a corporation incorporated in Zurich, Switzerland (“Grow Factory”) on March 13, 2017. Its office is located on 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 cannabis cultivation and distribution. Switzerland has the highest allowed legislative THC content in Europe (1%) for sales of cannabis products in retail outlets (without medical receipt). This makes Switzerland an ideal geographic location to manufacture cannabis products, with an intent to scale the business into worldwide distribution.

Various diluted sequences of THC/CBD ratio can be produced to match legislation and regulation on individual markets with other permitted levels of THC. This allows for 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 is streamed online on the website https://www.cannabissuisse.com (https://www.cannabissuisse.com/)

At the moment, Grow Factory has already launched the first distribution of 4 gr. and 12 gr. flowerhead packages under the brand name Alpine Cannabis. The Company intends to produce 10,000 packages in total. They are distributed to 40 CBD sales places in Switzerland and various tank stations on the border between Italy and Switzerland. Two different forms of packaging were designed: a 12 gr box costs 44 CHF and a 4 gr box costs 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 dedicated for selling in tank stations on the border between Switzerland and Italy.

The new line of products is Alpine Cannabis CBD Pure Base that is 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; USP/food grade ingredients; tamper-proof and childproof package; diacetyl free and quality-controlled production.

The new product contains 100% of PG and various levels of CBD, such as 100mg, 300mg, 500mg per 10 mL bottle, and 200mg, 500mg, 1000mg per 30 mL bottle. The prices range from ˆ19.00 for Alpine Cannabis CBD PURE BASE 100 mg 10 ml to ˆ89.00 for Alpine Cannabis CBD PURE BASE 1000 mg 30 ml.

  

Market background

In 2017, the Swiss legislation referring to production and sale of cannabis was changed, and thereby increased and legalized the level of THC to 1% for commercial cannabis production and sale. The new legislation gives companies the right (with proper authorization and licenses) to cultivate cannabis plants and distribute cannabis within in Switzerland.

In February 2017, the Swiss health authorities established the legality of cannabis by indicating that "low-THC cannabis" would be taxed the same way tobacco is taxed, with a similar health warning. This type of cannabis is distributed under different brands.

Sales of OTC cannabis cigarettes picked up pace in Bern and Zürich in the beginning of 2017, as more people started to use the product.

 

 

 

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Sales have increased radically, and the expectation is that the 2019 turnover from cannabis will be more than 500 million CHF (approximately 500 million USD) in Switzerland alone.

Despite the increase in retailers, supply is lower than demand. Current providers could produce only approximately ¼ of the total Swiss market's demand in 2018.

Swiss supermarket Coop Cooperative was the world’s first major chain to sell cannabis cigarettes that contain less than 1% THC in 2017, in its 700 stores across the country. In 2018, Lidl and other retailers joined in.

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

Competition

We acknowledge the market of CBD-related items is rather competitive. There are several companies that offer comparative items and we will have to compete with them. We see the main competitive advantage of our competitors is the established customer base and marketing outlets. Howbeit, we arrange on a wholesale exchange, for the most part, so we will have capacity to offer our item 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.

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 intend to use such marketing strategies such as web advertisements, direct mailing, and phone calls to acquire potential customers. We intend to attract traffic to our website by a variety of online marketing tactics, such as registering with top search engines, using selected key words and meta-tags, and utilizing link and banner exchange options. We will utilize numerous Internet showcasing instruments to direct activity to our site and distinguish potential clients.

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 Company’s products, our team and our future plans of development.

 

 

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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 decided to discontinue using the mentioned office space since March 1, 2020.

On September 28, 2016 the Company executed a Rent office agreement, beginning on January 1, 2017, terminated on January 01, 2018 and was extended through December 31, 2019. These premises will be used as representative office for the customers. The rent payment is $120 per month. For the nine months ended February 29, 2020, we have $1,240 of rent expense. This Rent office agreement has been terminated since March 1, 2020.

On April 18, 2017, the Company signed a Rent office agreement, beginning on June 1, 2017 and 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.

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.

Results of Operations for the three and nine months ended February 29 and 28, 2020 and 2019:

Revenue

For the three and nine months ended February 28, 2019, the Company has not generated any revenue.

For the three months ended February 29, 2020, the Company generated total revenue of $57,531 from selling products to the customer. The cost of goods sold for the three months ended February 29, 2020 was $16,990, which represent the cost of raw materials.

For the nine months ended February 29, 2020, the Company generated total revenue of $163,973 from selling products to the customer. The cost of goods sold for the nine months ended February 29, 2020 was $58,564, which represent the cost of raw materials.

Operating expenses

The increase in operating expenses is a result of the Cannabis Suisse LLC Acquisition in 2019.

Total operating expenses for the three months ended February 28, 2019, were $5,340. The operating expenses for the three months ended February 28, 2019, included professional fees of $3,604; depreciation expense of $1,376; and general and administrative expenses of $360.

Total operating expenses for the three months ended February 29, 2020, were $105,743. The operating expenses for the three months ended February 29, 2020, included professional fees of $29,880; depreciation expense of $4,161; and general and administrative expenses of $71,702.

 

 

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Total operating expenses for the nine months ended February 28, 2019, were $17,648. The operating expenses for the nine months ended February 28, 2019, included professional fees of $11,745; depreciation expense of $4,823; and general and administrative expenses of $1,080.

Total operating expenses for the nine months ended February 29, 2020, were $442,565. The operating expenses for the nine months ended February 29, 2020, included professional fees of $76,235; depreciation expense of $12,484; and general and administrative expenses of $353,846.

Net Loss

The net loss for the three months ended February 29 and 28, 2020 and 2019 was $65,202 and $5,340 respectively.

The net loss for the nine months ended February 29 and 28, 2020 and 2019 was $337,156 and $17,648 respectively.

Liquidity and Capital Resources and Cash Requirements

As of February 29, 2020, the Company had cash of $7,855. Furthermore, the Company had a working capital deficit of $549,861.

During the nine months ended February 29 and 28, 2020 and 2019 the Company used $241,265 and $12,825 of cash in operating activities respectively. This increase is generally related to increase in inventory; prepaid expenses; accounts payable; accrued liabilities and decrease in net loss; accounts receivable.

During the nine months ended February 29 and 28, 2020 and 2019 the Company did not have cash in investing activities.

During the nine months ended February 29 and 28, 2020 and 2019 the Company was provided $176,894 and $12,825 of cash in financing activities respectively, which came from advances from related parties.

In its audited consolidated financial statements as of May 31, 2019, the Company was 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 Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our 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.

 

 

 

 

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Related Party Transactions

There are two signed loan agreements between Cannabis Suisse Corp. and the President and CEO of the Company Suneetha Nandana Silva Sudusinghe. The CEO has 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 agrees to loan the Loan Amount to the Company on demand of the Company; the Company will conduct the repayments of all amount of Director’s loan accordingly to the sequence of loans; director will be repaid from revenues of the Company, when it starts to earn significant revenues; advanced Loan funds are non-interest bearing, secured and payable upon demand.

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 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a‐15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are 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 Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of February 29, 2020. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of February 29, 2020 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").

 

 

 

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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of February 29, 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 management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2.

We did not maintain appropriate cash controls – As of February 29, 2020, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions.

3.

We did not implement appropriate information technology controls – As of February 29, 2020, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

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

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of February 29, 2020 based on criteria established in Internal Control- Integrated Framework issued by COSO-2013.

Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting occurred during our third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II.  OTHER INFORMATION

Item 1.	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 1A.	RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

 

Item 3.	DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.	MINE SAFETY DISCLOSURE

Not applicable to our Company.

 

 

 

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Item 5.	OTHER INFORMATION

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6.	EXHIBITS

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

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

 

 

 

 

 

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 Dietikon, Switzerland on June 3, 2020.

 

 

 

 

 

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