10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended February 28, 2023

☐ TRANSITION REPORT UNDER 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.

(Exact name of registrant as specified in its charter)

Nevada	2600	38-3993849
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

10 North Newnan Street, Suite A

Jacksonville, FL 32202

Phone: (904) 595 5820

(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. Yes ☒ No ☐

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). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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 ☐ No ☒

As of April 19, 2023, there were 44,254,938 shares outstanding of the registrant’s common stock.

i

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	1
Item 1. Financial statements.	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	16
Item 4. Controls and Procedures.	16
PART II - OTHER INFORMATION	18
Item 1. Legal Proceedings.	18
Item 1A. Risk Factors.	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 3. Defaults Upon Senior Securities.	18
Item 4. Mine Safety Disclosure.	18
Item 5. Other Information.	18
Item 6. Exhibits.	18
SIGNATURES	19

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

	February 28, 2023		May 31, 2022
		(unaudited)
ASSETS
Current Assets
Cash in Escrow Account	$	5,083	$	-
Total Current Assets		5,083		-
Property and Equipment, net		29,917		-
Operating Leases Right of Use Assets		327,428		-
TOTAL ASSETS	$	362,428	$	-
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable	$	4,795	$	883
Accrued Expenses		4,725		136,620
Advances From Related Parties		16,659		1,589
Convertible Notes Payable		135,000		135,000
Operating Lease Liabilities - Short-term		103,877		-
Total Current Liabilities		265,056		274,092
Convertible Notes Payable - Related party		135,000		-
Operating Lease Liabilities - Long-term		234,603		-
Total Liabilities		634,659		274,092
Commitments and Contingencies (Note 5)
Stockholders’ Deficit
Preferred stock, par value $0.001; 20,000,000 shares authorized, 5,000,000 and 0 shares issued and outstanding		5,000		5,000
Common stock, par value $0.001; 250,000,000 shares authorized, 44,254,938 and 40,654,938 shares issued and outstanding as of February 28, 2023, and May 31, 2022, respectively		44,255		40,655
Additional Paid-In-Capital		1,055,589		742,997
Unearned Compensation		(30,000)		-
Accumulated Deficit		(1,347,075)		(1,062,744)
Total Stockholders’ Deficit		(272,231)		(274,092)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	362,428	$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

2

CANNABIS SUISSE CORP.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	For the three months ended February 28,				For the nine months ended February 28,
	2023		2022		2023		2022
REVENUES
Sales of goods	$	-	$	-	$	-	$	7,770
Rental income		2,500		-		2,500		-
Total Revenues		2,500		-		2,500		7,770
Cost of goods sold		-		-		-		1,734
Cost of renting		2,292		-		2,292		-
Gross Profit (Loss)		208		-		208		6,036
OPERATING EXPENSES
Software development costs		-		-		-		6,487
General and administrative expenses		112,900		36,663		134,471		109,928
Professional fees		42,299		3,918		142,160		22,304
Depreciation		1,061		543		3,183		1,706
TOTAL OPERATING EXPENSES		156,260		41,124		279,814		140,425
OPERATING LOSS		(156,052)		(41,124)		(279,606)		(134,389)
Interest expense, net		(4,050)		(772)		(4,725)		(63,579)
Change in fair value of derivative liability		-		(938)		-		902
Net loss on extinguishment of debt		-		-		-		(48,616)
LOSS BEFORE INCOME TAXES		(160,102)		(42,854)		(284,331)		(245,682)
PROVISION FOR INCOME TAXES		-		-		-		-
NET LOSS	$	(160,102)	$	(42,854)	$	(284,331)	$	(245,682)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:  BASIC AND DILUTED		42,553,839		31,091,975		41,287,905		31,091,975

The accompanying notes are an integral part of these unaudited condensed financial statements.

3

CANNABIS SUISSE CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2023 AND 2022

(unaudited)

	Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-In- Capital		Unearned Compensation		Accumulated Deficit		Total Stockholders’ Deficit
Balance, May 31, 2021	-	$	-	34,500,000	$	34,500	$	652,860	$	-	$	(874,854)	$	(187,494)
Conversion of Notes Payable into Common Shares	-		-	1,034,561		1,034		63,601		-		-		64,635
Conversion of Common Shares into Preferred Shares	5,000,000		5,000	(5,000,000)		(5,000)		-		-		-		-
Net Loss	-		-	-		-		-		-		(129,647)		(129,647)
Balance, August 31, 2021	5,000,000		5,000	30,534,561		30,534		716,461		-		(1,004,501)		(252,506)
Conversion of Notes Payable into Common Shares	-		-	557,414		558		31,494		-		-		32,052
Net Loss	-		-	-		-		-		-		(73,180)		(73,180)
Balance, November 30, 2021	5,000,000		5,000	31,091,975		31,092		747,955		-		(1,077,681)		(293,634)
Conversion of Notes Payable into Common Shares	-		-	3,000,000		3,000		27,000		-		-		30,000
Net Loss	-		-	-		-		-		-		(42,854)		(42,854)
Balance, February 28, 2022	5,000,000	$	5,000	34,091,975	$	34,092	$	774,955	$	-	$	(1,120,535)	$	(306,488)
Balance, May 31, 2022	5,000,000	$	5,000	40,654,938	$	40,655	$	742,997	$	-	$	(1,062,744)	$	(274,092)
Conversion of Accrued Wages to Equity	-		-	-		-		139,092		-		-		139,092
Contribution of assets	-		-	-		-		33,100		-		-		33,100
Net Loss	-		-	-		-		-		-		(94,179)		(94,179)
Balance, August 31, 2022	5,000,000		5,000	40,654,938		40,655		915,189		-		(1,156,923)		(196,079)
Net Loss	-		-	-		-		-		-		(30,050)		(30,050)
Balance, November 30, 2022	5,000,000		5,000	40,654,938		40,655		882,089		-		(1,186,973)		(226,129)
Issuance of common stock for services	-		-	3,600,000		3,600		140,400		(30,000)		-		114,000
Net Loss	-		-	-		-		-		-		(160,102)		(160,102)
Balance, February 28, 2023	5,000,000	$	5,000	44,254,938	$	44,255	$	1,055,589	$	(30,000)	$	(1,347,075)	$	(272,231)

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

CANNABIS SUISSE CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

	For the nine months ended February 28,
	2023		2022
OPERATING ACTIVITIES
Net loss	$	(284,331)	$	(245,682)
Adjustments to reconcile net loss to net cash provided by operations:
Depreciation		3,183		1,706
Stock Payment for Services		114,000		-
Amortization of Right-of-use Assets		3,163		-
Amortization of Debt Discount		-		63,579
Loss on Extinguishment of Debt		-		48,616
Change in Fair Value of Derivative Liability		-		(902)
Changes in assets and liabilities:
Accounts Receivable		-		(3,273)
Inventory		-		1,734
Prepaid Expenses		-		(6,512)
Accounts Payable		4,795		-
Accrued Expenses		4,725		108,000
Operating Lease Liabilities		7,889		-
Net cash used in Operating Activities		(146,576)		(32,734)
FINANCING ACTIVITIES
Advances from/ due to related parties		16,659		2,234
Proceeds from convertible notes payable		135,000		30,500
Net cash provided by Financing Activities		151,659		32,734
Net cash increase (decrease) for period		5,083		-
Cash at beginning of period		-		-
Cash at end of period	$	5,083	$	-
Supplemental Information
Cash paid for taxes	$	-	$	-
Cash paid for interest	$	-	$	-
Noncash Investing and Financing Information
Operating Lease Right-of-use Assets Exchanged for Operating Leases	$	330,591		-
Conversion of accrued wages to equity	$	139,092	$	-
Contribution of assets	$	33,100	$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

5

CANNABIS SUISSE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

The Company is engaged in the business of production of OTC (over-the-counter) products - for example CBD oils, retail branded cigarettes and also some health-related supplements. We use various distribution channels for various types of customers. The Company’s products can be sold to both corporate customers and individual clients.

In late May 2022, the former shareholder signed an agreement to sell all his stock to Mr. Scott McAlister. The stock purchase agreement was closed in early June 2022. Since the ownership change, the Company started its real estate business, and in February 2023, the Company leased two properties and one of them has been leased out for rental revenue.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s condensed interim financial statements. The condensed 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 (gaap) and have been consistently applied in the preparation of the unaudited condensed financial statements.

The Company’s year-end is May 31.

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 28, 2023 are not necessarily indicative of the results to be expected for the year ending May 31, 2023.

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, 2022.

Use of Estimates

The preparation of the unaudited condensed 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 of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $5,083 in its escrow account and $0 of cash and cash equivalents as of February 28, 2023 and May 31, 2022, respectively. The funds in the escrow account can be released for the Company’s operations without restriction.

Accounts Receivable

The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables. The allowance for losses was $0 as of February 28, 2023, and May 31, 2022.

Property and equipment

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

Equipment, Furniture and Fixtures 5-10 years

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CANNABIS SUISSE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(unaudited)

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 adopts 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 are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities (short term and long term) in the Company’s condensed 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 borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. 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. Our evaluation is based on an assessment of potential indicators of impairment, such as an adverse change in the business climate that could affect the value of an asset, current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of an asset, and a current expectation that, more likely than not, an asset will be disposed of before the end of its previously estimated useful life. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

During the nine months ended February 28, 2023 and 2022, the Company recognized an impairment of long-lived assets in the amount of $0, respectively.

Income Taxes

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

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from contracts with customers (Topic 606). Revenue is recognized when a customer obtains control of promised goods or 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 probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is

7

CANNABIS SUISSE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(unaudited)

determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

Cost of Goods Sold

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

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 28, 2023 and May 31, 2022, there were no potentially dilutive debt or equity instruments issued or outstanding.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended February 28, 2023, that are of significance or potential significance to the Company.

NOTE 3 - GOING CONCERN

The accompanying condensed 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 28, 2023. 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 - PROPERTY AND EQUIPMENT

Property and Equipment:

	February 28, 2023		May 31, 2022
Office equipment	$	1,400	$	-
Furniture		31,700		-
Accumulated depreciation		(3,183)		-
	$	29,917	$	-

For the three months ended February 28, 2023 and 2022, the Company recognized depreciation expense in the amount of $1,061 and $543, respectively. For the nine months ended February 28, 2023 and 2022, the Company recognized depreciation expense in the amount of $3,183 and $1,706, respectively.

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 February 28, 2023, the Company is not aware of any contingent liabilities that should be reflected in the condensed financial statements.

8

CANNABIS SUISSE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company’s former President, Suneetha Nandana Silva Sudusinghe, agreed to provide interest free advances, due on demand, to the Company up to $100,000. For the nine months ended February 28, 2023, and 2022, Suneetha Nandana Silva Sudusinghe advanced to the Company $0 and $2,234, respectively.

In June 2022, the ownership changed, and the current major shareholder took the position of the president. For the nine months ended February 28, 2023, and 2022, the current president advanced to the Company $16,659 and $0, respectively.

In November 2022, the Company issued a convertible note payable to the major shareholder in the amount of $135,000 to pay off the funds advanced from and the operating expenses paid by the shareholder. See Note 7 Convertible Notes Payable for terms and conditions.

As of February 28, 2023 and May 31, 2022, the balances of advances from related parties were $16,659 and $1,589, respectively.

In June 2022, the major stockholder made contributions of office equipment and furniture to the Company. The total value of the contributions was $33,100.

NOTE 7 - CONVERTIBLE NOTES PAYABLE

On April 1, 2021, Suneetha Nandana Silva Sudusinghe assigned Serhii Cherniienko $60,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision that allows Serhii Cherniienko to convert the loan to common stock at a fixed price of $0.01 per share. Beneficial conversion feature was $60,000. Of the $60,000, $30,000 was converted to equity in December 2021, and the rest of $30,000 was assigned to Okie LLC. In November 2022, Okie LLC assigned the convertible note to Clifford Koschnick for consideration.

On April 15, 2021, Suneetha Nandana Silva Sudusinghe assigned Noi Tech LLC $30,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision that allows Noi Tech LLC to convert the loan to common stock at a fixed price of $0.01 per share. Beneficial conversion feature was $30,000. The note was assigned to Okie LLC with a $10,000 discount in May 2022. In November 2022, Okie LLC assigned the convertible note to Clifford Koschnick for consideration.

In May 2022, Alain Parrik assigned his convertible note of $85,000 the Company owed him to Okie LLC. According to the note terms and conditions, the note can be converted to shares at a fixed price of $0.005 per share. In November 2022, Okie LLC assigned the convertible note to Scott McAlister for consideration.

In November 2022, the Company issued a convertible promissory note in the principal of $135,000 to the Company’s CEO for funds he has advanced the Company for expenses. The Note has a term of four years, the interest rate is 12% and the conversion price is $0.04 per share.

NOTE 8 - LEASES

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. The monthly base rental payment is $6,469, and the Company has the option to pay all or a 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. 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 a portion of the rent in shares of its common stock.

9

CANNABIS SUISSE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(unaudited)

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 is $2,500 which will bring rental revenue of $30,000 annually. The term of the sub-lease is one year from February 2023 to January 2024.

The following table summarizes the presentation in the Company’s balance sheet of its operating leases.

	As of February 28, 2023
Assets
Operating Lease	$	330,591
Less: Accumulated Amortization		(3,163)
Total	$	327,428
Liabilities
Lease liabilities - Short-term	$	103,877
Lease liabilities - Long-term		234,603
Total operating lease liabilities	$	338,480
Future minimum lease payments as of February 28, 2023:
Lease commitments
Mar 2023 - Feb 2024	$	138,677
Mar 2024 - Feb 2025		137,625
Mar 2025 - Jan 2026		126,156
Total undiscounted lease payments		402,458
Imputed interest		(63,978)
Total operating lease liabilities	$	338,480

NOTE 9 - STOCKHOLDERS’ EQUITY

On March 17, 2021, the Board of Directors, along with the majority stockholder, resolved that the 5,000,000 preferred shares with voting rights of 1 to 10 shall be issued to Suneetha Nandana Silva Sudusinghe in exchange for 5,000,000 common shares that Suneetha Nandana Silva Sudusinghe owned previously. The 5,000,000 preferred shares were issued on July 21, 2021.

On January 11, 2023, the Company issued 3,600,000 restricted shares at $0.04 per share to a consultant for services. The value of the 3,600,000 shares issued is $114,000.

NOTE 10 - INCOME TAXES

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

The Company has no tax position at February 28, 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at February 28, 2023. The Company’s utilization of any net operating loss carryforward may be unlikely as a result of its intended activities.

The valuation allowance at February 28, 2023 was $206,856. The net change in valuation allowance as of February 28, 2023, and May 31, 2022, was $56,396. 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

10

CANNABIS SUISSE CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(unaudited)

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 28, 2023 and May 31, 2022. 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 $985,028 at February 28, 2023. According to current tax laws, the losses prior to 2018 can carryforward 20 years, and the losses in 2018 or later can carryforward indefinitely. The Company had losses of $43,526 prior to 2018 which can carryforward through fiscal year 2036. The losses of $941,502 in years of 2018 and later will carryforward indefinitely. 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 statutory rate of 21% to the income tax amount recorded as of February 28, 2023 and May 31, 2022 are as follows:

	February 28, 2023		May 31, 2022
Net operating loss carryforward	$	(985,028)	$	(716,474)
Effective tax rate		21%		21%
Deferred tax asset		206,856		150,460
Less: Valuation allowance		(206,856)		(150,460)
Net deferred asset	$	-	$	-

NOTE 11 - SUBSEQUENT EVENTS

In accordance with FASB 165 (ASC 855), Subsequent Events, the Company has analyzed its operations subsequent to February 28, 2023 to the date these condensed financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these condensed financial statements.

11

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

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 had no operations and 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.

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. Also 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. 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 for one year from February 1, 2023 to January 31, 2024.

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.

12

Results of Operations for the three and nine months ended February 28, 2023, and 2022:

Revenue and Cost of Goods Sold

For the three months ended February 28, 2022, the Company generated total revenue of $0. The cost of goods sold for the three months ended February 28, 2022 was also $0.

For the three months ended February 28, 2023, the Company generated total revenue of $2,500 from renting. The cost of renting for the three months ended February 28, 2023 was $2,292.

For the nine months ended February 28, 2022, the Company generated total revenue of $7,770 from selling products to the customers. The cost of goods sold for the nine months ended February 28, 2022 was $1,734.

For the nine months ended February 28, 2023, the Company generated total revenue of $2,500 from renting. The cost of renting for the nine months ended February 28, 2023 was $2,292.

The decrease in revenues and increase in cost is due to the fact that the Company stopped its previous business late in the year ended May 31, 2022 and started a new business in real estate rental.

Operating expenses

Total operating expenses for the three months ended February 28, 2022, were $41,124. The operating expenses for the three months ended February 28, 2022, included professional fees of $3,918; depreciation expense of $543; and general and administrative expenses of $36,663.

Total operating expenses for the three months ended February 28, 2023, were $156,260. The operating expenses for the three months ended February 28, 2023, included professional fees of $42,299; depreciation expense of $1,061; and general and administrative expenses of $112,900.

The increase of $115,136 in operating expenses was mainly due to the increase of the administrative expenses, which contains consulting services of $104,000.

Total operating expenses for the nine months ended February 28, 2022, were $140,425. The operating expenses for the nine months ended February 28, 2022, included professional fees of $22,304; depreciation expense of $1,706; software development costs of $6,487 and general and administrative expenses of $109,928.

Total operating expenses for the nine months ended February 28, 2023, were $279,814. The operating expenses for the nine months ended February 28, 2023, included professional fees of $142,160; depreciation expense of $3,183 and general and administrative expenses of $134,471.

The increase of $139,389 in operating expenses is mainly related to the increase of professional fees of $119,856. The increase of the professional fees for the nine months ended February 28, 2023 was due to the ownership change in June 2022 with more professional services needed for the increase of regulatory filings and related legal services.

Changes in Fair Value of Derivatives

The changes in fair value of derivatives for the three months ended February 28, 2023 and 2022, was $0 and $(938), respectively. The reason the fair value change of the derivatives was because the related debt instruments were converted or extinguished before May 31, 2022.

The changes in fair value of derivatives for the nine months ended February 28, 2023 and 2022, was $0 and $902, respectively. The reason the fair value change of the derivatives is the same reason as explained above.

Other expenses

Total other expenses for the three months ended February 28, 2023 and 2022 were $4,050 and $792. The other expenses for the three months ended February 28, 2023, included interest expense of $4,050. The other expenses for the three months ended February 28, 2022, included interest expense of $792.

13

Total other expenses for the nine months ended February 28, 2023 and 2022 were $4,725 and $112,195. The other expenses for the nine months ended February 28, 2023, included the interest expense of $4,725. The other expenses for the nine months ended February 28, 2022, included interest expense of $63,579 and net loss on extinguishment of debt of $48,616.

The increase in other expenses for the three months ended February 28, 2023 was due to the increase of the interest expenses; the decrease in other expenses for nine month ended February 28, 2023, was that there were no significant interest expenses and loss on extinguishment of debt as there were in the three and nine months ended February 28, 2022.

Net Loss

The net loss for the three months ended February 28, 2023 and 2022 was $160,102 and $42,854, respectively.

The net loss for the nine months ended February 28, 2023 and 2022 was $284,331 and $245,682, respectively.

The increases of $ 117,248 and $38,649 in net loss for the three and nine months, respectively, was due to the same reasons as explained above.

Liquidity and Capital Resources and Cash Requirements

As of February 28, 2023, the Company had cash in escrow of $5,083. Furthermore, the Company had a working capital deficit of $259,973.

During the nine months ended February 28, 2023 and 2022, the Company used $146,576 and $32,734 of cash in operating activities respectively. The change in cash used in operating activities is mainly related to the increase in professional fees.

During the nine months ended February 28, 2023 and 2022, the Company had $0 of cash in investing activities.

During the nine months ended February 28, 2023 and 2022, the Company was provided $151,659 and $32,734 of cash in financing activities respectively. The increase was mainly due to the increase of convertible note payable.

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

Limited operating history; need for additional capital

We will rely on funds from our operations and advances from our CEO in the near future. 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, agreed to provide interest free advances, due on demand, to the Company up to $100,000. For the nine months ended February 28, 2023, and 2022, Suneetha Nandana Silva Sudusinghe advanced to the Company $0 and $2,234, respectively.

14

In June 2022, the ownership changed, and the current major shareholder took the position of the president. For the nine months ended February 28, 2023, and 2022, the current president advanced to the Company $16,659 and $0, respectively.

In November 2022, the Company issued a convertible note payable to the major shareholder in the amount of $135,000 to pay off the funds advanced from and the operating expenses paid by the shareholder. See Note 7 Convertible Notes Payable for terms and conditions.

As of February 28, 2023 and May 31, 2022, the balances of advances from related parties were $16,659 and $1,589, respectively.

In June 2022, the major stockholder made contributions of office equipment and furniture to the Company. The total value of the contributions was $33,100.

Critical Accounting Policies

The preparation of financial statements in accordance with 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 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 CEO/CFO, of the effectiveness of our disclosure controls and procedures as of February 28, 2023. 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 February 28, 2023, 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  

15

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 implement appropriate information technology controls - As of February 28, 2023, 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 28, 2023, 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.

16

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.

In January 2023, we issued 3,600,000 shares of our restricted Common Stock to a consultant for services. The stock was valued at $0.04 per share. We relied on section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Not applicable to our Company.

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
Number	Exhibit Description
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
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.
32.2	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.
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)

17

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 on April 19, 2023.

CANNABIS SUISSE CORP.
By:	/s/ Scott McAlister
Name:	Scott McAlister
Title:	Chief Executive Officer, Chief Financial Officer. (Principal Executive, Financial and Accounting Officer)

18

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Scott McAlister, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Cannabis Suisse Corp.; 

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to registrant, including its subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

April 19, 2023	By:	/s/ Scott McAlister
		Scott McAlister
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Scott McAlister, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Cannabis Suisse Corp.; 

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to registrant, including its subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

April 19, 2023	By:	/s/ Scott McAlister
		Scott McAlister
		Chief Financial Officer, Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION REQUIRED BY

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Cannabis Suisse Corp. (the “Company”) on Form 10-Q for the quarterly period ended February 28, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

April 19, 2023	By:	/s/ Scott McAlister
		Scott McAlister
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION REQUIRED BY

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Cannabis Suisse Corp. (the “Company”) on Form 10-Q for the quarterly period ended February 28, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

April 19, 2023	By:	/s/ Scott McAlister
		Scott McAlister
		Chief Financial Officer, Principal Accounting Officer

XML

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2023	Apr. 19, 2023
Details
Registrant CIK	0001680132
Fiscal Year End	--05-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Feb. 28, 2023
Document Transition Report	false
Entity File Number	333-213009
Entity Registrant Name	CANNABIS SUISSE CORP.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	38-3993849
Entity Address, Address Line One	10 North Newnan Street, Suite A
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32202
City Area Code	904
Local Phone Number	595 5820
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		44,254,938
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3

XML

CONDENSED BALANCE SHEETS - USD ($)	Feb. 28, 2023	May 31, 2022
Current Assets
Cash in Escrow Account	$ 5,083	$ 0
Total Current Assets	5,083	0
Property and Equipment, net	29,917	0
Operating Leases Right of Use Assets	327,428	0
TOTAL ASSETS	362,428	0
Current Liabilities
Accounts Payable	4,795	883
Accrued Expenses	4,725	136,620
Advances From Related Parties	16,659	1,589
Convertible Notes Payable	135,000	135,000
Operating Lease Liabilities - Short-term	103,877	0
Total Current Liabilities	265,056	274,092
Convertible Notes Payable - Related party	135,000	0
Operating Lease Liabilities - Long-term	234,603	0
Total Liabilities	634,659	274,092
Stockholders' Deficit
Preferred Stock Value	5,000	5,000
Common stock, par value $0.001; 250,000,000 shares authorized, 44,254,938 and 40,654,938 shares issued and outstanding as of February 28, 2023, and May 31, 2022, respectively	44,255	40,655
Additional Paid-In-Capital	1,055,589	742,997
Unearned Compensations	(30,000)	0
Accumulated Deficit	(1,347,075)	(1,062,744)
Total Stockholders' Deficit	(272,231)	(274,092)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$ 362,428	$ 0

XML

CONDENSED BALANCE SHEETS - Parenthetical - $ / shares	Feb. 28, 2023	May 31, 2022
CONDENSED BALANCE SHEETS
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	5,000,000	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	44,254,938	40,654,938

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022
REVENUES
Revenue	$ 2,500	$ 0	$ 2,500	$ 7,770
Gross Profit (Loss)	208	0	208	6,036
OPERATING EXPENSES
Development costs	0	0	0	6,487
General and administrative expenses	112,900	36,663	134,471	109,928
Professional fees	42,299	3,918	142,160	22,304
Depreciation	1,061	543	3,183	1,706
TOTAL OPERATING EXPENSES	156,260	41,124	279,814	140,425
OPERATING LOSS	(156,052)	(41,124)	(279,606)	(134,389)
Interest expense, net	(4,050)	(772)	(4,725)	(63,579)
Change in fair value of derivative liability	0	(938)	0	902
Gain (loss) on extingquishment of debt	0	0	0	(48,616)
LOSS BEFORE INCOME TAXES	(160,102)	(42,854)	(284,331)	(245,682)
PROVISION FOR INCOME TAXES	0	0	0	0
Net Income (Loss)	$ (160,102)	$ (42,854)	$ (284,331)	$ (245,682)
NET LOSS PER SHARE: BASIC AND DILUTED	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	42,553,839	31,091,975	41,287,905	31,091,975
Revenue from sales of goods
REVENUES
Revenue	$ 0	$ 0	$ 0	$ 7,770
Cost of Revenues	0	0	0	1,734
Rental Income
REVENUES
Revenue	2,500	0	2,500	0
Cost of Revenues	$ 2,292	$ 0	$ 2,292	$ 0

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CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Deferred Compensation, Share-Based Payments	Retained Earnings	Total
Equity Balance at May. 31, 2021	$ 0	$ 34,500	$ 652,860	$ 0	$ (874,854)	$ (187,494)
Equity Balance, Shares at May. 31, 2021	0	34,500,000
Conversion of debt to shares, value	$ 0	$ 1,034	63,601	0	0	64,635
Conversion of debt to shares, shares	0	1,034,561
Conversion of shares, value	$ 5,000	$ (5,000)	0	0	0	0
Conversion of shares, shares	5,000,000	(5,000,000)
Net income (loss) for the period	$ 0	$ 0	0	0	(129,647)	(129,647)
Equity Balance at Aug. 31, 2021	$ 5,000	$ 30,534	716,461	0	(1,004,501)	(252,506)
Equity Balance, Shares at Aug. 31, 2021	5,000,000	30,534,561
Equity Balance at May. 31, 2021	$ 0	$ 34,500	652,860	0	(874,854)	(187,494)
Equity Balance, Shares at May. 31, 2021	0	34,500,000
Net income (loss) for the period						(245,682)
Equity Balance at Feb. 28, 2022	$ 5,000	$ 34,092	774,955	0	(1,120,535)	(306,488)
Equity Balance, Shares at Feb. 28, 2022	5,000,000	34,091,975
Contribution of assets						0
Equity Balance at Aug. 31, 2021	$ 5,000	$ 30,534	716,461	0	(1,004,501)	(252,506)
Equity Balance, Shares at Aug. 31, 2021	5,000,000	30,534,561
Conversion of debt to shares, value	$ 0	$ 558	31,494	0	0	32,052
Conversion of debt to shares, shares	0	557,414
Net income (loss) for the period	$ 0	$ 0	0	0	(73,180)	(73,180)
Equity Balance at Nov. 30, 2021	$ 5,000	$ 31,092	747,955	0	(1,077,681)	(293,634)
Equity Balance, Shares at Nov. 30, 2021	5,000,000	31,091,975
Conversion of debt to shares, value	$ 0	$ 3,000	27,000	0	0	30,000
Conversion of debt to shares, shares	0	3,000,000
Net income (loss) for the period	$ 0	$ 0	0	0	(42,854)	(42,854)
Equity Balance at Feb. 28, 2022	$ 5,000	$ 34,092	774,955	0	(1,120,535)	(306,488)
Equity Balance, Shares at Feb. 28, 2022	5,000,000	34,091,975
Equity Balance at May. 31, 2022	$ 5,000	$ 40,655	742,997	0	(1,062,744)	(274,092)
Equity Balance, Shares at May. 31, 2022	5,000,000	40,654,938
Net income (loss) for the period	$ 0	$ 0	0	0	(94,179)	(94,179)
Equity Balance at Aug. 31, 2022	$ 5,000	$ 40,655	915,189	0	(1,156,923)	(196,079)
Equity Balance, Shares at Aug. 31, 2022	5,000,000	40,654,938
Conversion of Accrued Wages to Equity	$ 0	$ 0	139,092	0	0	139,092
Contribution of assets	0	0	33,100	0	0	33,100
Equity Balance at May. 31, 2022	$ 5,000	$ 40,655	742,997	0	(1,062,744)	(274,092)
Equity Balance, Shares at May. 31, 2022	5,000,000	40,654,938
Net income (loss) for the period						(284,331)
Equity Balance at Feb. 28, 2023	$ 5,000	$ 44,255	1,055,589	(30,000)	(1,347,075)	(272,231)
Equity Balance, Shares at Feb. 28, 2023	5,000,000	44,254,938
Contribution of assets						33,100
Equity Balance at Aug. 31, 2022	$ 5,000	$ 40,655	915,189	0	(1,156,923)	(196,079)
Equity Balance, Shares at Aug. 31, 2022	5,000,000	40,654,938
Net income (loss) for the period	$ 0	$ 0	0	0	(30,050)	(30,050)
Equity Balance at Nov. 30, 2022	$ 5,000	$ 40,655	882,089	0	(1,186,973)	(226,129)
Equity Balance, Shares at Nov. 30, 2022	5,000,000	40,654,938
Net income (loss) for the period	$ 0	$ 0	0	0	(160,102)	(160,102)
Equity Balance at Feb. 28, 2023	$ 5,000	$ 44,255	1,055,589	(30,000)	(1,347,075)	(272,231)
Equity Balance, Shares at Feb. 28, 2023	5,000,000	44,254,938
Issuance of stock for services, value	$ 0	$ 3,600	$ 140,400	$ (30,000)	$ 0	$ 114,000
Issuance of stock for services, shares	0	3,600,000				3,600,000

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CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Cash Flows from Operating Activities
Net Income (Loss)	$ (284,331)	$ (245,682)
Adjustments to reconcile net loss to net cash provided by operations
Depreciation, cash flows	3,183	1,706
Stock Payment for Services	114,000	0
Amortization of Right-of-use Assets	3,163	0
Amortization of Debt Discount	0	63,579
Gain (loss) on extingquishment of debt	0	48,616
Change in Fair Value of Derivative Liabilities	0	(902)
Changes in assets and liabilities
Increase (decrease) in accounts receivable	0	(3,273)
Increase (decrease) in inventory	0	1,734
Increase (decrease) in prepaid expenses	0	(6,512)
Increase (decrease) in accounts payable	4,795	0
Increase (decrease) in accrued expenses	4,725	108,000
Increase (decrease) in operating lease liabilities	7,889	0
Net cash used in Operating Activities	(146,576)	(32,734)
Net Cash Flows from Financing Activities
Proceeds from related party advances	16,659	2,234
Proceeds from convrtible notes	135,000	30,500
Net cash provided by Financing Activities	151,659	32,734
Net cash increase (decrease) for period	5,083	0
Cash at beginning of period	0	0
Cash at end of period	5,083	0
Supplemental Information
Cash paid for taxes	0	0
Cash paid for interest	0	0
Noncash Investing and Financing Information
Operating Lease Right-of-use Assets Exchanged for Operating Leases	330,591	0
Conversion of accrued wages to equity	139,092	0
Contribution of assets	$ 33,100	$ 0

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ORGANIZATION AND NATURE OF BUSINESS DISCLOSURE

9 Months Ended

Feb. 28, 2023

Notes

ORGANIZATION AND NATURE OF BUSINESS DISCLOSURE

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

The Company is engaged in the business of production of OTC (over-the-counter) products - for example CBD oils, retail branded cigarettes and also some health-related supplements. We use various distribution channels for various types of customers. The Company’s products can be sold to both corporate customers and individual clients.

In late May 2022, the former shareholder signed an agreement to sell all his stock to Mr. Scott McAlister. The stock purchase agreement was closed in early June 2022. Since the ownership change, the Company started its real estate business, and in February 2023, the Company leased two properties and one of them has been leased out for rental revenue.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Feb. 28, 2023

Notes

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s condensed interim financial statements. The condensed 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 (gaap) and have been consistently applied in the preparation of the unaudited condensed financial statements.

The Company’s year-end is May 31.

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 28, 2023 are not necessarily indicative of the results to be expected for the year ending May 31, 2023.

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, 2022.

Use of Estimates

The preparation of the unaudited condensed 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 of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $5,083 in its escrow account and $0 of cash and cash equivalents as of February 28, 2023 and May 31, 2022, respectively. The funds in the escrow account can be released for the Company’s operations without restriction.

Accounts Receivable

The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables. The allowance for losses was $0 as of February 28, 2023, and May 31, 2022.

Property and equipment

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

Equipment, Furniture and Fixtures 5-10 years

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 adopts 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 are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities (short term and long term) in the Company’s condensed 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 borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. 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. Our evaluation is based on an assessment of potential indicators of impairment, such as an adverse change in the business climate that could affect the value of an asset, current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of an asset, and a current expectation that, more likely than not, an asset will be disposed of before the end of its previously estimated useful life. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

During the nine months ended February 28, 2023 and 2022, the Company recognized an impairment of long-lived assets in the amount of $0, respectively.

Income Taxes

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

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from contracts with customers (Topic 606). Revenue is recognized when a customer obtains control of promised goods or 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 probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is

determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

Cost of Goods Sold

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

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 28, 2023 and May 31, 2022, there were no potentially dilutive debt or equity instruments issued or outstanding.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended February 28, 2023, that are of significance or potential significance to the Company.

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Going Concern Disclosure

9 Months Ended

Feb. 28, 2023

Notes

Going Concern Disclosure

NOTE 3 - GOING CONCERN

The accompanying condensed 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 28, 2023. 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.

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Property and Equipment Disclosure

9 Months Ended

Feb. 28, 2023

Notes

Property and Equipment Disclosure

NOTE 4 - PROPERTY AND EQUIPMENT

Property and Equipment:

	February 28, 2023		May 31, 2022
Office equipment	$	1,400	$	-
Furniture		31,700		-
Accumulated depreciation		(3,183)		-
	$	29,917	$	-

For the three months ended February 28, 2023 and 2022, the Company recognized depreciation expense in the amount of $1,061 and $543, respectively. For the nine months ended February 28, 2023 and 2022, the Company recognized depreciation expense in the amount of $3,183 and $1,706, respectively.

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Commitments and Contingencies Disclosure

9 Months Ended

Feb. 28, 2023

Notes

Commitments and Contingencies Disclosure

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 February 28, 2023, the Company is not aware of any contingent liabilities that should be reflected in the condensed financial statements.

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Related Party Transactions Disclosure

9 Months Ended

Feb. 28, 2023

Notes

Related Party Transactions Disclosure

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company’s former President, Suneetha Nandana Silva Sudusinghe, agreed to provide interest free advances, due on demand, to the Company up to $100,000. For the nine months ended February 28, 2023, and 2022, Suneetha Nandana Silva Sudusinghe advanced to the Company $0 and $2,234, respectively.

In June 2022, the ownership changed, and the current major shareholder took the position of the president. For the nine months ended February 28, 2023, and 2022, the current president advanced to the Company $16,659 and $0, respectively.

In November 2022, the Company issued a convertible note payable to the major shareholder in the amount of $135,000 to pay off the funds advanced from and the operating expenses paid by the shareholder. See Note 7 Convertible Notes Payable for terms and conditions.

As of February 28, 2023 and May 31, 2022, the balances of advances from related parties were $16,659 and $1,589, respectively.

In June 2022, the major stockholder made contributions of office equipment and furniture to the Company. The total value of the contributions was $33,100.

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CONVERTIBLE DEBT DISCLOSURE

9 Months Ended

Feb. 28, 2023

Notes

CONVERTIBLE DEBT DISCLOSURE

NOTE 7 - CONVERTIBLE NOTES PAYABLE

On April 1, 2021, Suneetha Nandana Silva Sudusinghe assigned Serhii Cherniienko $60,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision that allows Serhii Cherniienko to convert the loan to common stock at a fixed price of $0.01 per share. Beneficial conversion feature was $60,000. Of the $60,000, $30,000 was converted to equity in December 2021, and the rest of $30,000 was assigned to Okie LLC. In November 2022, Okie LLC assigned the convertible note to Clifford Koschnick for consideration.

On April 15, 2021, Suneetha Nandana Silva Sudusinghe assigned Noi Tech LLC $30,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision that allows Noi Tech LLC to convert the loan to common stock at a fixed price of $0.01 per share. Beneficial conversion feature was $30,000. The note was assigned to Okie LLC with a $10,000 discount in May 2022. In November 2022, Okie LLC assigned the convertible note to Clifford Koschnick for consideration.

In May 2022, Alain Parrik assigned his convertible note of $85,000 the Company owed him to Okie LLC. According to the note terms and conditions, the note can be converted to shares at a fixed price of $0.005 per share. In November 2022, Okie LLC assigned the convertible note to Scott McAlister for consideration.

In November 2022, the Company issued a convertible promissory note in the principal of $135,000 to the Company’s CEO for funds he has advanced the Company for expenses. The Note has a term of four years, the interest rate is 12% and the conversion price is $0.04 per share.

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Operating Leases Disclosure

9 Months Ended

Feb. 28, 2023

Notes

Operating Leases Disclosure

NOTE 8 - LEASES

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. The monthly base rental payment is $6,469, and the Company has the option to pay all or a 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. 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 a portion of the rent in shares of its common stock.

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 is $2,500 which will bring rental revenue of $30,000 annually. The term of the sub-lease is one year from February 2023 to January 2024.

The following table summarizes the presentation in the Company’s balance sheet of its operating leases.

	As of February 28, 2023
Assets
Operating Lease	$	330,591
Less: Accumulated Amortization		(3,163)
Total	$	327,428
Liabilities
Lease liabilities - Short-term	$	103,877
Lease liabilities - Long-term		234,603
Total operating lease liabilities	$	338,480
Future minimum lease payments as of February 28, 2023:
Lease commitments
Mar 2023 - Feb 2024	$	138,677
Mar 2024 - Feb 2025		137,625
Mar 2025 - Jan 2026		126,156
Total undiscounted lease payments		402,458
Imputed interest		(63,978)
Total operating lease liabilities	$	338,480

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STOCKHOLDERS' EQUITY (DEFICIT) DISCLOSURE

9 Months Ended

Feb. 28, 2023

Notes

STOCKHOLDERS' EQUITY (DEFICIT) DISCLOSURE

NOTE 9 - STOCKHOLDERS’ EQUITY

On March 17, 2021, the Board of Directors, along with the majority stockholder, resolved that the 5,000,000 preferred shares with voting rights of 1 to 10 shall be issued to Suneetha Nandana Silva Sudusinghe in exchange for 5,000,000 common shares that Suneetha Nandana Silva Sudusinghe owned previously. The 5,000,000 preferred shares were issued on July 21, 2021.

On January 11, 2023, the Company issued 3,600,000 restricted shares at $0.04 per share to a consultant for services. The value of the 3,600,000 shares issued is $114,000.

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Income Tax Disclosure

9 Months Ended

Feb. 28, 2023

Notes

Income Tax Disclosure

NOTE 10 - INCOME TAXES

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

The Company has no tax position at February 28, 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at February 28, 2023. The Company’s utilization of any net operating loss carryforward may be unlikely as a result of its intended activities.

The valuation allowance at February 28, 2023 was $206,856. The net change in valuation allowance as of February 28, 2023, and May 31, 2022, was $56,396. 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 28, 2023 and May 31, 2022. 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 $985,028 at February 28, 2023. According to current tax laws, the losses prior to 2018 can carryforward 20 years, and the losses in 2018 or later can carryforward indefinitely. The Company had losses of $43,526 prior to 2018 which can carryforward through fiscal year 2036. The losses of $941,502 in years of 2018 and later will carryforward indefinitely. 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 statutory rate of 21% to the income tax amount recorded as of February 28, 2023 and May 31, 2022 are as follows:

	February 28, 2023		May 31, 2022
Net operating loss carryforward	$	(985,028)	$	(716,474)
Effective tax rate		21%		21%
Deferred tax asset		206,856		150,460
Less: Valuation allowance		(206,856)		(150,460)
Net deferred asset	$	-	$	-

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SUBSEQUENT EVENTS DISCLOSURE

9 Months Ended

Feb. 28, 2023

Notes

SUBSEQUENT EVENTS DISCLOSURE

NOTE 11 - SUBSEQUENT EVENTS

In accordance with FASB 165 (ASC 855), Subsequent Events, the Company has analyzed its operations subsequent to February 28, 2023 to the date these condensed financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these condensed financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting, Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

Basis of Accounting, Policy

Basis of Presentation

The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s condensed interim financial statements. The condensed 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 (gaap) and have been consistently applied in the preparation of the unaudited condensed financial statements.

The Company’s year-end is May 31.

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 28, 2023 are not necessarily indicative of the results to be expected for the year ending May 31, 2023.

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, 2022.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates, Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

Use of Estimates, Policy

Use of Estimates

The preparation of the unaudited condensed 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 of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents, Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

Cash and Cash Equivalents, Policy

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $5,083 in its escrow account and $0 of cash and cash equivalents as of February 28, 2023 and May 31, 2022, respectively. The funds in the escrow account can be released for the Company’s operations without restriction.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

Accounts Receivable Policy

Accounts Receivable

The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables. The allowance for losses was $0 as of February 28, 2023, and May 31, 2022.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property, Plant and Equipment, Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

Property, Plant and Equipment, Policy

Property and equipment

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

Equipment, Furniture and Fixtures 5-10 years

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Leases Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

Leases Policy

Leases

The Company adopts 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 are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities (short term and long term) in the Company’s condensed 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 borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. 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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventory Impairment, Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

Inventory Impairment, Policy

Impairment of Long-Lived Assets

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

During the nine months ended February 28, 2023 and 2022, the Company recognized an impairment of long-lived assets in the amount of $0, respectively.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Tax, Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

Income Tax, Policy

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

Revenue Recognition Policy

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 or 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 probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is

determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cost of Goods Sold Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

Cost of Goods Sold Policy

Cost of Goods Sold

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share, Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

Earnings Per Share, Policy

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 28, 2023 and May 31, 2022, there were no potentially dilutive debt or equity instruments issued or outstanding.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: New Accounting Pronouncements, Policy (Policies)

9 Months Ended

Feb. 28, 2023

Policies

New Accounting Pronouncements, Policy

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended February 28, 2023, that are of significance or potential significance to the Company.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property, Plant and Equipment, Policy: Schedule of Property and Equipment useful lives (Tables)

9 Months Ended

Feb. 28, 2023

Tables/Schedules

Schedule of Property and Equipment useful lives

Equipment, Furniture and Fixtures 5-10 years

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Property and Equipment Disclosure: Schedule of Property and Equipment (Tables)

9 Months Ended

Feb. 28, 2023

Tables/Schedules

Schedule of Property and Equipment

	February 28, 2023		May 31, 2022
Office equipment	$	1,400	$	-
Furniture		31,700		-
Accumulated depreciation		(3,183)		-
	$	29,917	$	-

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Operating Leases Disclosure: Schedule of Operating Leases (Tables)

9 Months Ended

Feb. 28, 2023

Tables/Schedules

Schedule of Operating Leases

	As of February 28, 2023
Assets
Operating Lease	$	330,591
Less: Accumulated Amortization		(3,163)
Total	$	327,428
Liabilities
Lease liabilities - Short-term	$	103,877
Lease liabilities - Long-term		234,603
Total operating lease liabilities	$	338,480
Future minimum lease payments as of February 28, 2023:
Lease commitments
Mar 2023 - Feb 2024	$	138,677
Mar 2024 - Feb 2025		137,625
Mar 2025 - Jan 2026		126,156
Total undiscounted lease payments		402,458
Imputed interest		(63,978)
Total operating lease liabilities	$	338,480

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Income Tax Disclosure: Schedule of Deferred Tax Assets and Liabilities (Tables)

9 Months Ended

Feb. 28, 2023

Tables/Schedules

Schedule of Deferred Tax Assets and Liabilities

	February 28, 2023		May 31, 2022
Net operating loss carryforward	$	(985,028)	$	(716,474)
Effective tax rate		21%		21%
Deferred tax asset		206,856		150,460
Less: Valuation allowance		(206,856)		(150,460)
Net deferred asset	$	-	$	-

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents, Policy (Details) - USD ($)	Feb. 28, 2023	May 31, 2022
Details
Cash in Escrow Account	$ 5,083	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable Policy (Details)	Feb. 28, 2023 USD ($)
Details
Allowance for losses	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property, Plant and Equipment, Policy: Schedule of Property and Equipment useful lives (Details)	9 Months Ended
	Feb. 28, 2023
Equipment, Furniture and fixtures
Estimated useful lives of the plant and equipment	5 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventory Impairment, Policy (Details)	9 Months Ended
	Feb. 28, 2023 USD ($)
Details
Impairment of long lived assets	$ 0

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Property and Equipment Disclosure: Schedule of Property and Equipment (Details) - USD ($)	Feb. 28, 2023	May 31, 2022
Accumulated depreciation, property and equipment	$ (3,183)	$ 0
Property and Equipment, net	29,917	0
Office Equipment
Property and equipment, gross	1,400	0
Furniture and Fixtures
Property and equipment, gross	$ 31,700	$ 0

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Property and Equipment Disclosure (Details) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022
Details
Depreciation	$ 1,061	$ 543	$ 3,183	$ 1,706

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Related Party Transactions Disclosure (Details) - USD ($)	3 Months Ended	9 Months Ended
	Aug. 31, 2022	Feb. 28, 2023	Feb. 28, 2022	May 31, 2022
Proceeds from related party advances		$ 16,659	$ 2,234
Proceeds from convrtible notes		135,000	30,500
Advances From Related Parties		16,659		$ 1,589
Contribution of assets	$ 33,100	33,100	0
Former CEO
Proceeds from related party advances		0	2,234
Current president
Proceeds from related party advances		16,659	$ 0
Majority Shareholder
Proceeds from convrtible notes		135,000
Contribution of assets		$ 33,100

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CONVERTIBLE DEBT DISCLOSURE (Details) - USD ($)	9 Months Ended		12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	May 31, 2022	May 31, 2021
Proceeds from convrtible notes	$ 135,000	$ 30,500
Majority Shareholder
Conversion price per share	$ 0.04
Proceeds from convrtible notes	$ 135,000
Serhii Cherniienko, April 2021
Amount of debt assumed				$ 60,000
Conversion price per share				$ 0.01
Beneficial conversion feature				$ 60,000
Amount of debt converted			$ 30,000
Noi Tech LLC, April 15 2021
Amount of debt assumed				30,000
Conversion price per share		$ 0.01
Beneficial conversion feature				$ 30,000
Debt discount assigned			10,000
Okie LLC, May 2022
Amount of debt assumed			$ 85,000
Conversion price per share			$ 0.005

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Operating Leases Disclosure (Details) - USD ($)		9 Months Ended
	Feb. 28, 2023	Feb. 28, 2023	May 31, 2022
Operating Leases Right of Use Assets	$ 327,428	$ 327,428	$ 0
Lease to rent office
Operating Leases Right of Use Assets	194,758	194,758
Monthly rental payments	6,469
Lease to rent 2652 Blanding
Operating Leases Right of Use Assets	135,833	135,833
Monthly rental payments	5,000
Sublease to 2652 Blanding
Monthly rental payments	$ 2,500
Contingent rental income, annually		$ 30,000

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Operating Leases Disclosure: Schedule of Operating Leases (Details) - USD ($)	9 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	May 31, 2022
Details
Operating lease, gross	$ 330,591
Amortization of Right-of-use Assets	3,163	$ 0
Operating Leases Right of Use Assets	327,428		$ 0
Operating Lease Liabilities - Short-term	103,877		0
Operating Lease Liabilities - Long-term	234,603		$ 0
Operating Lease Liabilities - total	338,480
Operating Lease Liabilities - Mar 2023 - Feb 2024	138,677
Operating Lease Liabilities - Mar 2024 - Feb 2025	137,625
Operating Lease Liabilities - Mar 2025 - Jan 2026	126,156
Operating Lease Liabilities - total payments due	402,458
Operating Lease Liabilities - imputed interest	$ 63,978

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STOCKHOLDERS' EQUITY (DEFICIT) DISCLOSURE (Details) - USD ($)	3 Months Ended		12 Months Ended
	Feb. 28, 2023	Aug. 31, 2021	May 31, 2021
Issuance of stock for services, shares	3,600,000
Price per share	$ 0.04
Issuance of stock for services, value	$ 114,000
Preferred Stock
Conversion of shares, shares		5,000,000	5,000,000
Issuance of stock for services, shares	0
Issuance of stock for services, value	$ 0
Common Stock
Conversion of shares, shares		(5,000,000)
Conversion of shares, common shares issued			5,000,000
Issuance of stock for services, shares	3,600,000
Issuance of stock for services, value	$ 3,600

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Income Tax Disclosure (Details) - USD ($)	9 Months Ended
	Feb. 28, 2023	May 31, 2022	May 31, 2019	May 31, 2018
Details
Less: Valuation allowance	$ 206,856	$ 150,460
Change in valuation allowance	56,396
Operating loss carryforward	$ 985,028		$ 941,502	$ 43,526
Statutory tax rate	21.00%

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Income Tax Disclosure: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Feb. 28, 2023	May 31, 2022
Details
Net operating loss carryforward	$ (985,028)	$ (716,474)
Deferred tax assets, gross	206,856	150,460
Less: Valuation allowance	(206,856)	(150,460)
Net deferred tax assets	$ 0	$ 0