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
Cannabis Suisse Corp. developed an IT product called Cannabis Life. It is a
mobile application based on an AI-chatbot that will have access to the most
up-to-date information and find out data about companies and brands that sell
seeds, cannabis types, etc.
Cannabis Life is an innovative way of searching and learning any cannabis
related data. Using the most relevant sources of today, the app will keep its
users up with the trends and tendencies of cannabis industry. Communicating with
the chatbot will be as smooth as it would be with a real human being thus giving
users additional immersion into the learning process.
In May 2022, a change in control took place that was effective in June 2022. As
a result we were no longer in any aspect of the cannabis industry. Since the
change in control, we are continuing to lay the groundwork for our business
operations.
The following discussion should be read in conjunction with our 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
financial statements are stated in United States Dollars and are prepared in
accordance with United States Generally Accepted Accounting Principles.
Research and Development Expenditures
We have not incurred any research expenditures since our incorporation.
Bankruptcy or Similar Proceedings
There has been no bankruptcy, receivership or similar proceeding.
Employees; Identification of Certain Significant Employees
We currently do not have any employees. Our CEO/CFO acts as a consultant to the
Company.
--------------------------------------------------------------------------------
13
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Results of Operations for the three months ended August 31, 2022, and 2021:
Revenue and Cost of Goods Sold
For the three months ended August 31, 2022, and 2021, the Company did not
generate any revenue or cost of goods sold.
Operating expenses
Total operating expenses for the three months ended August 31, 2021, were
$51,914. The operating expenses for the three months ended August 31, 2021,
included professional fees of $14,250; depreciation expense of $582; and general
and administrative expenses of $37,082.
Total operating expenses for the three months ended August 31, 2022, were
$94,179. The operating expenses for the three months ended August 31, 2022,
included professional fees of $74,661; depreciation expense of $1,061 and
general and administrative expenses of $18,457.
The increase in operating expenses is related to the increase of the
professional expenses due to the increase in the legal services for the
ownership and management change incurred in the quarter ended August 31, 2022.
Changes in Fair Value of Derivatives
The changes in fair value of derivatives for the three months ended August 31,
2022, and 2021, was $0 and $446, respectively.
Other expenses
Total other expenses for the three months ended August 31, 2022, and 2021 were
$0 and $78,179. The other expenses for the three months ended August 31, 2021,
included interest expense of $45,246 and net loss on extinguishment of debt of
$32,933. At the year ended May 31, 2022, and the beginning of the three months
ended August 31, 2022, the debt structure had significant changes due to the
ownership change, so there were no such other expenses of those that were in the
period of the three months ended August 31, 2022.
Net Loss
The net loss for the three months ended August 31, 2022 and 2021 was $94,179 and
$129,647, respectively.
Liquidity and Capital Resources and Cash Requirements
As of August 31, 2022, the Company had cash of $0. Furthermore, the Company had
a working capital deficit of $228,118.
During the three months ended August 31, 2022 and 2021, the Company used $58,611
and $11,834 of cash in operating activities, respectively. The change in cash
used in operating activities is related to the decrease in net loss,
depreciation, and debt discount, loss on extinguishment of debt, accrued wages,
and the accounts payable, accrued expenses.
During the three months ended August 31, 2022 and 2021, the Company had $0 of
cash in investing activities.
During the three months ended August 31, 2022 and 2021, the Company was provided
$58,611 and $11,834 of cash in financing activities respectively, which came
from advances from related parties. Subsequent to August 31, 2022, our CEO has
continued to advance funds to pay expenses.
In its audited financial statements as of May 31, 2022, 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,
selling our products and loans from our director. We must raise cash to
implement our plan and stay in business.
--------------------------------------------------------------------------------
14
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 public 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.
Related Party Transactions
The Company's former President Suneetha Nandana Silva Sudusinghe has agreed to
provide interest free advances, due on demand, to the Company up to $100,000.
For the three months ended August 31, 2022, and 2021, Suneetha Nandana Silva
Sudusinghe advanced to the Company $0 and $11,834, respectively.
In June 2022, the ownership changed and the current major stockholder/CEO took
the position of the president. For the three months ended August 31, 2022, and
2021, the current president advanced to the Company $60,200 and $0,
respectively.
As of August 31, and May 31, 2022, the balances of advances from related parties
were $60,200 and $1,589, respectively.
In February 2023, the Company signed a lease to rent the office at 10 Newman
Street, Jacksonville, FL 32202, with 10 N Newnan LLC, a related party owned by
our CEO. The lease commencement date is February 1, 2023 and the lease term is
thirty-six months. Based on the criteria and according to ASC 842, the
Right-of-Use (ROU) asset is $194,758, and the lease liability and lease
commitment is also the same amount, respectively. The monthly base rental
payment is $6,469, and the Company has the option to pay all or portion of the
rent in shares of its common stock.
In February 2023, the Company signed a lease to rent the property at 2652
Blanding Blvd, Jacksonville, FL 32210, with 2600 Blanding Blvd., LLC, a related
party Owned by our CEO. The lease commencement date is February 1, 2023 and the
lease term is thirty-six months. Based on the criteria and according to ASC 842,
the Right-of-Use (ROU) asset is $135,833, and the lease liability and lease
commitment is also the same amount, respectively. The monthly base rental
payment is $5,000 with incentives of free-rent for the first three months, and
the Company has the option to pay all or portion of the rent in shares of its
common stock.
In February 2023, the Company signed a sub-lease as the lessor to rent portion
of the property at 2652 Blanding Blvd to a third party private company. The
monthly rent is $2,500 which will bring the rental revenue of $30,000 annually.
The term of the sub-lease is one year from February 2023 to January 2024.
Due to the leases signed in February 2023, the Company continues its operating
and the balance sheets shown before and after signing the leases as follows.
--------------------------------------------------------------------------------
15
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses