UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarter ended
For the transition period from _________ to ________
Commission file number:
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(Exact name of registrant as specified in its charter) |
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2600 |
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(State or other jurisdiction of incorporation or organization) |
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(Primary Standard Industrial Classification Code Number) |
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(I.R.S. Employer Identification No.) |
Phone: (
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Indicate by checkmark 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
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).
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 9, 2025 there were
i
TABLE OF CONTENTS
ii
PART I - FINANCIAL INFORMATION
Item 1. Financial statements.
The accompanying condensed interim 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 condensed 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 condensed financial statements do not include all the information and notes required by GAAP for complete financial statement presentation. In the opinion of management, the condensed 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 condensed 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.
1
CANNABIS SUISSE CORP.
CONDENSED BALANCE SHEETS
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August 31, 2025 |
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May 31, 2025 |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash in Escrow Account |
$ |
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$ |
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Prepaid Expenses |
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Total Current Assets |
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Property and Equipment, net |
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Operating Leases Right of Use Assets |
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TOTAL ASSETS |
$ |
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$ |
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LIABILITIES & STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts Payable |
$ |
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$ |
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Accrued Interest - Related Parties |
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Advances From Related Parties |
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Convertible Notes Payable |
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Convertible Notes Payable - Related Party |
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Operating Lease Liabilities - Short-term |
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Total Current Liabilities |
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Convertible Note Payable - Related Party |
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Total Liabilities |
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Commitments and Contingencies (Note 5) |
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- |
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- |
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Stockholders’ Deficit |
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Preferred stock, par value $
authorized,
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Preferred Series A stock, par value $
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Common stock, par value $
authorized,
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Additional Paid-In-Capital |
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Accumulated Deficit |
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(
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(
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Total Stockholders’ Deficit |
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(
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(
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TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT |
$ |
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$ |
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The accompanying notes are an integral part of these condensed unaudited financial statements.
2
CANNABIS SUISSE CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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For the three months ended August 31, |
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2025 |
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2024 |
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REVENUES |
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Rental income |
$ |
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$ |
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Cost of goods sold |
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Gross Profit |
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OPERATING EXPENSES |
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Professional fees |
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Depreciation |
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General and administrative expenses |
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TOTAL OPERATING EXPENSES |
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OPERATING LOSS |
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(
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(
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OTHER INCOME (EXPENSES) |
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Loss on settlement of debt |
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(
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Amortization of debt premium |
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Interest expense - related party |
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(
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(
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TOTAL OTHER INCOME (EXPENSE) |
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(
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INCOME (LOSS) BEFORE INCOME TAXES |
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(
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PROVISION FOR INCOME TAXES |
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NET INCOME (LOSS) |
$ |
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$ |
(
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NET INCOME (LOSS) PER SHARE: BASIC |
$ |
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$ |
(
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC |
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NET INCOME (LOSS) PER SHARE: DILUTED |
$ |
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$ |
(
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED |
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The accompanying notes are an integral part of these condensed unaudited financial statements.
3
CANNABIS SUISSE CORP.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the three months ended August 31, 2024 and 2025
(Unaudited)
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Series A Preferred Stock |
Preferred Stock |
Common Stock |
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Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Additional Paid-In- Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
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Balance, May 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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Issuance of Series A Preferred Stock to replace previously issued preferred stock |
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(
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(
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Net loss |
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(
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(
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Balance, August 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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Balance, May 31, 2025 |
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(
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(
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Net income |
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Balance, August 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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The accompanying notes are an integral part of these condensed unaudited financial statements.
4
CANNABIS SUISSE CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
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For the three months ended August 31, |
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2025 |
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2024 |
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OPERATING ACTIVITIES |
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Net income (loss) |
$ |
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$ |
(
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Adjustments to reconcile net loss to net cash used in operations: |
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Depreciation |
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Lease cost, net of repayments |
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Loss on settlement of debt |
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Amortization of debt premium |
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(
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(
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Changes in assets and liabilities: |
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Prepaid expenses |
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Accounts payable |
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Accrued interest - related parties |
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Net cash used in Operating Activities |
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(
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(
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INVESTING ACTIVITIES |
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Net cash provided (used) by Investing Activities |
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FINANCING ACTIVITIES |
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Advances from related parties |
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Repayments to related parties |
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(
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Net cash provided by Financing Activities |
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Net cash increase (decrease) for period |
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(
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(
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Cash at beginning of period |
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Cash at end of period |
$ |
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$ |
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SUPPLEMENTAL |
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Cash paid for taxes |
$ |
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$ |
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Cash paid for interest |
$ |
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$ |
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Noncash Investing and Financing Information |
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Related party liabilities extinguished with convertible note payable – related party |
$ |
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$ |
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The accompanying notes are an integral part of these condensed unaudited financial statements.
5
CANNABIS SUISSE CORP.
NOTES TO CONDENSED 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. The Company started its real estate business, and in February 2023, the Company leased two properties from companies owned by the CEO and one of them was being subleased out for rental revenue. In February 2024, the Company leased two additional pieces of real properties from companies owned by the CEO for future expansion. See the details of the terms and conditions in Note 9.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s interim financial statements. The interim financial statements and notes are representations of the Company’s management, who is responsible for integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the unaudited financial statements.
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 three months ended August 31, 2025 are not necessarily indicative of the results to be expected for the year ending May 31, 2026.
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, 2025.
Basis of Presentation
The accompanying 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.
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 no cash equivalents as of August 31, 2025 and May 31, 2025. The Company had cash in an escrow account of $
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:
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Equipment, Furniture and Fixtures |
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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 statements of operations. The cost of maintenance and repairs is charged to the statements of operations as incurred, whereas significant renewals and betterments are capitalized.
Leases
The Company follows the accounting for leases under Accounting Standards Codification (“ASC”) 842 Lease Accounting and determines if an arrangement is a lease or contains a lease at inception. Operating leases result in operating lease right-of-use (“ROU”) assets and operating lease liabilities (short term and long term) being recorded on the Company’s balance sheets.
6
CANNABIS SUISSE CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
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. The Company uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowings 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. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
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. The Company’s 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 three months ended August 31, 2025 and 2024, the Company recognized an impairment of long-lived assets in the amount of $
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 the Company’s cash, other current assets, accounts payable, accrued expenses and advances from related parties 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.
Rent Revenue Recognition
The Company recognizes rent revenue from the lease of its sub-leased properties in accordance with ASC 842, Leases. The sub-lease is categorized as an operating lease according to ASC criteria for the lease definitions. Rent revenue is recognized on a straight-line basis over the lease term, reflecting the pattern of the economic benefits derived from the lease.
7
CANNABIS SUISSE CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The Company’s leases generally have fixed rental payments over the lease term, with occasional escalations based on predetermined factors. Rent revenue is recognized monthly as the lessor fulfills its obligations under the lease agreement.
Any lease incentives or concessions provided to lessees, such as rent-free periods or tenant improvement allowances, are recognized as a reduction of rent revenue over the lease term.
For each of the three months ended August 31, 2025 and 2024, the Company had only one lease arrangement with a single customer and recognized rent revenue of $
Cost of Goods Sold
Cost of goods sold includes direct costs of selling items, direct labor cost, rent expense and electricity.
Stock-Based Compensation
The Company accounts for share-based compensation awards in accordance with ASC 718, “Compensation - Stock Compensation”. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with ASC 260, Earnings per Share. Basic income (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 August 31, 2024, potentially dilutive debt or equity instruments issued or outstanding included
The following table illustrates the computation of diluted earnings per share as of August 31, 2025:
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Net income |
$ |
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Add: Interest expense on convertible debt |
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Net income available to common shareholders (numerator) |
$ |
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Basic weighted average number of common shares outstanding |
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Dilutive impact of convertible notes and accrued interest |
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Diluted weighted average number of common shares outstanding (numerator) |
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Diluted income per common share |
$ |
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Segment Reporting
The Company operates in a single operating and reportable segment. The Chief Executive Officer serves as the Company’s Chief Operating Decision Maker and allocates resources and assesses performance based on the net income (loss) reported on the income statement and based on the total assets reported on the balance sheet.
The Company’s operations are currently limited and conducted in one geographical area. All of the Company’s revenues are derived from this single segment, and substantially all of the Company’s assets are located in the same jurisdiction in the United States.
8
CANNABIS SUISSE CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.
NOTE 3 - GOING CONCERN
The accompanying 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 accumulated deficit of $3,043,139 as of August 31, 2025. 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 and will rely on related party funding in the meantime. 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 - PROPERTY AND EQUIPMENT
Property and Equipment:
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August 31, 2025 |
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May 31, 2025 |
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Office equipment |
$ |
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$ |
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Furniture |
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Accumulated depreciation |
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(
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(
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Net property and equipment |
$ |
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$ |
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For the three months ended August 31, 2025 and 2024, the Company recognized depreciation expense in the amount of $
NOTE 5 - COMMITMENTS AND CONTINGENCIES
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of August 31, 2025, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.
NOTE 6 - RELATED PARTY TRANSACTIONS
During the three months ended August 31, 2025, the president, CEO, and sole director advanced to the Company $
The Company has convertible notes with related parties. See Note 8 for terms and conditions.
The Company has leases with related parties. See Note 9 for terms, conditions, and amounts.
9
CANNABIS SUISSE CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7 - CONVERTIBLE NOTES PAYABLE
On April 1, 2021, Suneetha Nandana Silva Sudusinghe assigned Serhii Cherniienko $
On April 15, 2021, Suneetha Nandana Silva Sudusinghe assigned Noi Tech LLC $
NOTE 8 - CONVERTIBLE NOTES PAYABLE RELATED PARTIES
In May 2022, Alain Parrik assigned his convertible note of $
In November 2022, the Company issued a convertible promissory note in the principal of $
In February 20, 2024, the Company issued a convertible promissory note in the amount of $
In February 20, 2024, the Company issued a convertible promissory note in the amount of $
10
CANNABIS SUISSE CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
On June 28, 2024, the Company issued a convertible promissory note in the amount of $
As of August 31, 2025, the maturities of the long-term convertible notes are as follows:
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Year ending |
Amount |
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August 31, 2026 |
$ |
- |
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August 31, 2027 |
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August 31, 2028 |
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August 31, 2029 |
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August 31, 2030 |
|
|
|
Total |
$ |
610,701 |
For the three months ended August 31, 2025 and 2024, the interest expenses were $
NOTE 9 - LEASES WITH RELATED PARTIES AND THIRD-PARTIES
In February 2023, the Company signed a lease to rent the office at 10 Newnan Street, Jacksonville, FL 32202, with 10 N Newnan LLC, a related party owned by the Company’s CEO. The lease commencement date was February 1, 2023 and the lease term was thirty-six months. In February 2024, the Company extended the lease for an additional two years and the new maturity date became January 31, 2028. In accordance with ASC 842, the Right-of-Use asset (ROU) and lease liability was remeasured at the modification date to be $297,229 based on a 12% discount rate and a $93,926 gain was recorded as a result of the extension. Following the extension the landlord offered a discount for the prepayment of the lease so in February 2024, the Company prepaid the lease with a convertible note payable (see Note 8) and the prepaid rental interest was recorded for $78,476. As of August 31, 2025, the balance of the ROU and prepaid rental interest was $
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 was February 1, 2023 and the lease term is thirty-six months. Based on the criteria and according to ASC 842, the Right-of-Use asset was $145,341 based on a 12% discount rate, and the lease liability and lease commitment was also the same amount. The monthly base rental payment is $
In January 2024, the Company signed a lease to rent the property at 1268 Church Street, Jacksonville, FL 32202, with 1268 Church Street LLC, a related party owned by the Company’s CEO. The lease commencement date was January 1, 2024 and the lease term was 37 months. In accordance with ASC 842 the Right-of-Use asset and lease liability was originally recorded for $104,472 based on a 12% discount rate. In February 2024, the Company extended the lease for almost three years and the new maturity date became December 31, 2028. In accordance with ASC 842, the Right-of-Use asset (ROU) and lease liability was remeasured at the modification date to be $148,735 based on a 12% discount rate and a $6,784 gain was recorded as a result of the extension. Following the extension, the landlord offered a discount for the prepayment of the lease and the Company made the prepayment for the lease by issuing a convertible promissory note (see Note 8) and prepaid rental interest was recorded for $48,001. As of August 31, 2025, the balances of the ROU and prepaid rental interest was $
11
CANNABIS SUISSE CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
In February 2024, the Company signed a lease to rent the property at 2502 Blanding Blvd, Jacksonville, FL 32210, with 2600 Blanding Blvd LLC, a related party owned by the Company’s CEO. The lease commencement date was February 1, 2024 and the lease term is sixty months. In accordance with ASC 842 the Right-of-Use asset and lease liability was recorded for $176,213 based on a 12% discount rate. The landlord offered a discount for the prepayment of the lease so the Company made the prepayment for the lease by issuing a convertible promissory note (see Note 8) and prepaid rental interest was recorded for $58,973. As of August 31, 2025, the balance of the ROU and prepaid rental interest was $
In February 2023, the Company signed a sub-lease as the lessor to rent a portion of the property at 2652 Blanding Blvd to a third-party private company. The monthly rent was $
The total lease expenses for the three months ended August 31, 2025, were $
The Company’s weighted average remaining lease term is 2.82 years and weighted average discount rate is 12%. The following table summarizes the presentation in the Company’s balance sheet of its operating leases.
|
|
|
As of August 31, 2025 |
|
As of May 31, 2025 |
||
|
Assets |
|
|
|
|
||
|
Right-of-Use |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Lease liabilities - Short-term |
|
$ |
|
|
$ |
|
|
Lease liabilities - Long-term |
|
|
|
|
|
|
|
Total operating lease liabilities |
|
$ |
|
|
$ |
|
NOTE 10 - STOCKHOLDERS’ EQUITY
Preferred Stock
Effective June 3, 2024, the Company amended their articles of incorporation to increase their authorized shares of preferred stock to
On July 2, 2024 the Company filed a Certificate of Designation, Preferences, and Rights with the State of Nevada to authorize the issuance of up to
On July 7, 2024, the Company issued
As of August 31, 2025, the Company had
12
CANNABIS SUISSE CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Common Stock
Effective June 3, 2024 the Company amended their articles of incorporation to increase their authorized shares of common stock to
During the three months ended August 31, 2025 and 2024 there were no issuances of common stock.
As of August 31, 2025, the Company had
NOTE 11 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855), Subsequent Events, the Company has analyzed its operations subsequent to February 28, 2025, to the date these financial statements were issued, and has determined that it does not have any material subsequent events except the following:
During the period from September 1, 2025, to the date the financial statements were issued, the Company’s CEO advanced $
13
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
Since June 2022, the Company has focused its efforts on real estate operations. We have no involvement in any aspect of the cannabis industry. In February 2023, we leased a commercial building from a company controlled by our CEO and subleased a portion of the building to a third party. The term of the sublease was one year and the annual rent was $30,000. Effective March of 2024, the sublease became a month-to-month lease for $2,500 per month. The sub-lease was terminated on February 28, 2025.
Results of Operations for the three months ended August 31, 2025 and 2024
Revenue and Cost of Sales
For the three months ended August 31, 2025, the Company generated total revenue of $0. The cost of sales for the three months ended August 31, 2025, was $0.
For the three months ended August 31, 2024, the Company generated total revenue of $7,500 from renting. The cost of sales for the three months ended August 31, 2024, was $7,356.
There was no revenue and related cost during the three months ended August 31, 2025 due to the termination of the Company’s only sub-lease on February 28, 2025.
Operating Expenses
Total operating expenses for the three months ended August 31, 2025, were $84,535. The operating expenses for the three months ended August 31, 2025, included professional fees of $21,000; depreciation expense of $1,061 and general and administrative expenses of $62,474.
Total operating expenses for the three months ended August 31, 2024, were $74,983. The operating expenses for the three months ended August 31, 2024, included professional fees of $19,079; depreciation expense of $1,061 and general and administrative expenses of $54,843.
The increase in operating expenses is related to the increase of the rental expenses as more rental properties were allocated to operational expenses during the current period due to the termination of the Company’s only sub-lease on February 28, 2025.
14
Other Income (Expense)
The total other income (expense) for the three months ended August 31, 2025 and 2024 were $98,442 and $(460,247), respectively. The other expenses for the three months ended August 31, 2025, contained interest expenses of $16,297 and amortization of debt premium of $114,739, while for the three ended August 31, 2024, contained interest expenses of $14,849, loss of $551,677 on the settlement of debt, and amortization of debt premium of $106,279. The significant decrease in other expenses and increase in other income is due to the loss on settlement of debt resulting from a convertible note entered into in order to pay for unpaid rent.
Net Income/Loss
The net income for the three months ended August 31, 2025 was $13,907 and the net loss for the three months ended August 31, 2024 was $535,086.
Liquidity and Capital Resources and Cash Requirements
As of August 31, 2025, the Company had cash of $305. Furthermore, the Company had a working capital deficit of $273,201.
During the three months ended August 31, 2025, the Company used $11,545 of cash in operating activities due to amortization of debt premium of $114,739, offset by net income of $13,907, depreciation of $1,061, lease cost (net) of $46,328, decrease in prepaid expense of $15,876, increase in accounts payable of $9,725, and an increase in accrued interest of $16,297.
During the three months ended August 31, 2024, the Company used $5,320 of cash in operating activities due to its net loss of $535,086 plus its amortization of debt premium of $106,279; offset by depreciation of $1,061, lease cost (net) of $42,769, loss on settlement of debt of $551,677, decrease in prepaid expenses of $18,889, an increase in accounts payable of $6,800 and an increase in accrued expenses of $14,849.
During the three months ended August 31, 2025 and 2024 the Company did not have cash provided by or used in investing activities.
During the three months ended August 31, 2025, the Company generated $9,000 of cash in financing activities, which came from advances from a related party.
During the three months ended August 31, 2024, the Company generated $2,500 of cash in financing activities, which came from $7,500 advances from related party offset by $5,000 of repayment of advances from related party.
In its audited financial statements as of May 31, 2025, 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 sources for cash at this time are investments by others, loans and advances from our CEO who is our sole director, and very limited revenue from sub-leasing. We must raise cash to implement our plan and stay in business.
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.
Critical Accounting Policies
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.
15
Leases
The Company follows the accounting for leases under Accounting Standards Codification (“ASC”) 842 Lease Accounting and determines if an arrangement is a lease or contains a lease at inception. Operating leases result in operating lease right-of-use (“ROU”) assets and operating lease liabilities (short term and long term) being recorded on the Company’s 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. The Company uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowings 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. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Rent Revenue Recognition
The Company recognizes rent revenue from the lease of its sub-leased properties in accordance with ASC 842, Leases. The sub-lease is categorized as an operating lease according to ASC criteria for the lease definitions. Rent revenue is recognized on a straight-line basis over the lease term, reflecting the pattern of the economic benefits derived from the lease.
The Company’s leases generally have fixed rental payments over the lease term, with occasional escalations based on predetermined factors. Rent revenue is recognized monthly as the lessor fulfills its obligations under the lease agreement.
Any lease incentives or concessions provided to lessees, such as rent-free periods or tenant improvement allowances, are recognized as a reduction of rent revenue over the lease term.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.
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.
16
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 August 31, 2025. 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.
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 August 31, 2025, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1. We do not have an adequate control environment or proper corporate governance - We have no risk assessment, information or communication, or monitoring processes in place and have no policies that require formal written approval for related party transactions. Additionally, the Board of Directors does not operate independently of management. Also, while not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2. We do not maintain appropriate internal controls - We do not have formal accounting policies and procedures and have not maintained sufficient internal controls over financial reporting. We lack segregation of duties or adequate levels of supervision and review and there are limited accounting resources with the appropriate knowledge of U.S. generally accepted accounting principles or SEC experience to ensure the financial reporting is free from material misstatements.
3. We do not have appropriate information technology controls - We retain 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 August 31, 2025, 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 the quarter ended August 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
17
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.
Item 5. Other Information.
During the quarter ended August 31, 2025, no director or officer of the Company adopted or terminated a “rule 10b5-1 trading arrangement” or “non-Rule 10b-5 trading arrangement” as such terms are defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits.
The following exhibits are included as part of this report by reference:
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Exhibit |
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|
Number |
|
Exhibit Description |
|
|
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|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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|
|
Certification. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
Certification. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
101.INS |
|
Inline XBRL Instance Document |
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
18
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on October 10, 2025.
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CANNABIS SUISSE CORP. |
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By: |
/s/ Scott McAlister |
|
|
Name: |
Scott McAlister |
|
|
Title: |
Chief Executive Officer, Chief Financial Officer. (Principal Executive, Financial and Accounting Officer) |
19