UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended May 31, 2018
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number: 333-213009
| GEANT CORP. | ||
| (Exact name of small business issuer as specified in its charter) | ||
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| Nevada | 2600 | 38-3993849 |
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Number) | (IRS Employer Identification Number) |
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Kiranthidiya road 114, Beruwala, Sri Lanka, 12070
Phone: +17027510467
E-mail: office@geantcorp.com
(Address, including zip code, and telephone number,
Including area code, of registrant’s principal executive offices)
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None |
| Securities registered under Section 12(b) of the Exchange Act |
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| None |
| Securities registered under Section 12(g) of the Exchange Act |
1
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o No x
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 o
| Accelerated filer o | Non-accelerated filer o | Emerging growth company o | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o Nox
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 2,855,000 common shares issued and outstanding as of July 20, 2018.
2
TABLE OF CONTENTS
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| PART I |
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| Item 1. | Description of Business. | 4 |
| Item 1A. | Risk Factors. | 6 |
| Item 1B. | Unresolved Staff Comments. | 6 |
| Item 2 | Properties. | 6 |
| Item 3. | Legal proceedings. | 6 |
| Item 4. | Mine Safety Disclosures. | 6 |
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| PART II |
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| Item 5. | Market for Common Equity and Related Stockholder Matters. | 7 |
| Item 6. | Selected Financial Data. | 7 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 8 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 12 |
| Item 8. | Financial Statements and Supplementary Data. | 12 |
| Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. | 23 |
| Item 9A (T). | Controls and Procedures | 23 |
| Item 9B. | Other Information. | 25 |
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| PART III |
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| Item 10 | Directors, Executive Officers, Promoters and Control Persons of the Company. | 25 |
| Item 11. | Executive Compensation. | 26 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 26 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 27 |
| Item 14. | Principal Accounting Fees and Services. | 27 |
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| PART IV |
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| Item 15. | Exhibits | 28 |
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| Signatures |
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3
PART I
Item 1. Description of Business
Forward-looking statements
Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
Organization within the Last Five Years
We were incorporated in the State of Nevada on February 26, 2016. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. Our business office is located at Kiranthidiya road 114, Beruwala, Sri Lanka, 12070. Our telephone number is +17027510467.
In General
We were incorporated in the State of Nevada on February 26, 2016. We just recently started our operations. Our business is the production of paper made from elephant dung (poo) for making different stationery products and distribution thereof primarily in Sri Lanka. We have generated limited revenues since inception and our principal business activities to date also consist of creating a business plan, purchasing a domain-name for our prospective webpage.
We are not a “shell company” within the meaning of Rule 405, promulgated pursuant to Securities Act, because we do have hard assets and real business operations. The total estimated minimum amount of funds required to develop our business is approximately $20,000. We need funds for offering costs, general administrative expenses, production equipment purchase, business development, marketing costs, support materials and costs associated with being a publicly reporting company. We have generated limited revenues from operations to date.
We will disperse our items in Sri Lanka and neighboring countries. We plan to use various distribution channels for various types of customers. As a rule we arranged for a wholesale exchange, however in future we can make some items for various traveler shops and kiosks; corporate customers and individual customers will be covered by our web page and targeted marketing exercises.
Product Overview
Geant Corp.’s business is in making unique products to be sold to both mass-market customers and individual clients in future. We want to focus on something that is socially and environmentally responsible so we are contributing to the solution and not adding to the problem. We want to work with something that had more meaning to us, something we could be passionate about, and that possibly could have an important social statement attached to it. All of our paper products are 100% recycled. They do not have any smell. They are made up of 70% fiber from elephant dung and 30% post-consumer paper. All papers everywhere are made from a pulp mixture derived from fiber materials. The most common papers today come from wood fiber pulp from cut trees. Our fibers of choice, of course, are dung fibers. We use the dung fibers from elephants to make our dung paper products.
All elephants that generate the dung that we require for our process have at least two things in common:
1) All are herbivores and have highly fibrous diets of different plants and vegetation.
2) All possess inefficient digestive systems that do not completely digest and breakdown all the fibers that they eat. This results in a significant amount of fibers remaining intact when these animals dung. There are no toxic chemicals used in our paper making process. Natural vegetative binding agents, along with water-soluble salt dyes for coloring are used.
4
Our dung papers are handmade and acid free.
We are focused on the production of dung paper for mass-market customers to give them the ability of making different stationery products, souvenirs, tourist-oriented products, up-market gifts and interior design items from natural products on advanced and unique designs. It would be easier for them to buy raw materials (paper) from us to produce needed products instead of making paper. It is easier for us at the beginning to set up the production of paper instead of setting up the whole paper production and of different kinds of stationery products at the same time. In the future we have plans about production of some additional stationery items aside from paper.
Geant Corp. has the ability to product handmade dung paper for making such original items as, for example:
· Bags
· Frames
· Photo Albums
· Notebooks
· Stationery
· Cards
However, first, we intend to launch a mass production of inexpensive handmade dung paper for making different stationery products and various tourist souvenirs, which were made using elephant dung.
Potential Customers
Our President and Director, Suneetha Nandana Silva Sudusinghe, will showcase our item and arrange with potential clients and wholesale purchasers. We expect to create and keep up a database of potential corporate customers who might be keen on our items. We will catch up with these customers intermittently and offer them free samples, presentations and uncommon rebates now and again.
Two fundamental classifications of our customers are:
· Wholesale exchange; speaking to expansive organizations, which are assembling diverse stationery items. It is their preference to purchase fit dung paper instead of making it themselves. Furthermore they have an opportunity to concentrate on the manufacturing process of stationery items.
· Corporate customers, speaking to extensive, medium and little scale organizations, different affiliations and so on. This is a somewhat generous fragment of the business sector, which develops and routinely creates interest for different corporate blessings, gifts; things that advance brand mindfulness and so on.
Competition
We know that there are a number of obstacles to entering the market of dung paper items and the competition is rather high. There are several companies that offer comparative items and we will have to compete with them. We see the main competitive advantage of our competitors in the established customer base and marketing outlets. Howbeit, we arranged on a wholesale exchange, for the most part, so we will have capacity to offer our item for extensive organizations in huge amounts. So our item is more extensive, the quality is better, and our ways to deal with business are more flexible.
One of our biggest competitive advantages is that our item is raw material for different companies.
Some of the factors that may affect our business are as follows:
1. Number of Competitors Increase: different companies may follow our business model of distributing high quality paper items made from elephant dung, which will reduce our competitive edge.
2. Price: Our competitors may be selling similar product at a lower price forcing us to lower our prices as well and possibly sell our product at loss.
3. Substitute Products: competitors may substitute items made from elephant dung with comparable items made from dung of some other animals.
Marketing
5
Our sole director and chief executive officer, Suneetha Nandana Silva Sudusinghe, will be in charge of promoting of our company and our high quality dung paper. We intend to use such marketing strategies as web advertisements, direct mailing, and phone calls to acquire potential customers. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words and meta-tags, and utilizing link and banner exchange options. We will utilize numerous Internet showcasing instruments to direct activity to our site and distinguish potential clients. As of the date of this prospectus we have already purchased a website (www.geantcorp.com) and plan to develop it. We already have some description of our item, the procedure of production and incorporated some broad data and pictures of items companies can make from our paper.
Our site portrays samples of products which our Company is able to produce, the production procedure, and incorporates some broad data and pictures of high quality dung paper. We plan to utilize Internet advancement apparatuses on Facebook and Twitter to publicize our company and make connections to our site.
We will intend to continue our marketing efforts during the life of our operations. There is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.
Description of property
Our sole officer and director, Suneetha Nandana Silva Sudusinghe, has agreed to provide us his own premises at no charge. He will not take any fee for these premises. This premise is used for production of the goods.
On September 28, 2016 the Company has signed Rent office agreement, beginning on January 1, 2017, terminated on January 01, 2018 and was extended through Jan 1, 2019. These premises will be used as representative office for the customers. The rent payment is $120 per month. For the year ended May 31, 2018 we have $1,423 of rent expense.
Insurance
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.
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 have no employees, other than our sole officer and director Suneetha Nandana Silva Sudusinghe.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 2. Description of Property
We do not own any real estate or other properties.
Item 3. Legal Proceedings
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
6
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Number of Holders
As of May 31, 2018, the 2,855,000 issued and outstanding shares of common stock were held by a total of 31 shareholder of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal year ended May 31, 2018 and 2017.
Recent Sales of Unregistered Securities
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On April 22, 2016, the Company issued 2,000,000 shares of common stock to a director for cash proceeds of $2,000 at $0.001 per share.
Purchase of our Equity Securities by Officers and Directors
On April 22, 2016, the Company offered and sold 2,000,000 restricted shares of common stock to our president and director, Suneetha Nandana Silva Sudusinghe, for a purchase price of $0.001 per share, for aggregate offering proceeds of $2,000, pursuant to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.
Other Stockholder Matters
None.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations for the year ended May 31, 2018 and 2017:
Revenue and cost of goods sold
7
For the year ended May 31, 2018 the Company generated total revenue of $6,500 from selling products to the customer. The cost of goods sold for the year ended May 31, 2018 was $2,303, which represent the cost of raw materials.
For the year ended May 31, 2017 the Company generated total revenue of $14,192 from selling products to our customers. The cost of goods sold for the year ended May 31, 2017 was $3,898, which represent the cost of raw materials.
Operating expenses
Total operating expenses for the year ended May 31, 2018 were $20,618. The operating expenses for the year ended May 31, 2018 included bank charges of $200; depreciation expense of $6,895; legal fees of $450; audit fees of $10,900; other professional fees of $750; rent expense of $1,423.
Total operating expenses for the year ended May 31, 2017 were $36,966. The operating expenses for the year ended May 31, 2017 included advertising expense of $11,970; bank charges of $1,111; depreciation expense of $2,588; legal fees of $3,200; audit fees of $11,000; office supplies of $1,577; other professional fees of $4,920; rent expense of $600.
Net Loss
The net loss for the year ended May 31, 2018 and 2017 was $16,421 and $26,672 respectively.
Liquidity and Capital Resources and Cash Requirements
At year ended May 31, 2018, the Company had cash of $6,187 ($6,187 as of May 31, 2017). Furthermore, the Company had a working capital deficit of $22,620 ($13,094as of May 31, 2017).
During the year ended May 31, 2018, the Company used $6,400 of cash in operating activities due to its net loss and decrease in inventory of $2,303; decrease in accounts payable of $823 and depreciation of $6,895.
During the year ended May 31, 2017, the Company used $32,221 of cash in operating activities due to its net loss and increase in prepaid expenses of $823, increase in inventory of $7,034; decrease in accounts payable of $280 and depreciation of $2,588.
During the year ended May 31, 2018 the Company used no cash in investing activities, spent on purchase of equipment.
During the year ended May 31, 2017 the Company used $22,852 of cash in investing activities, spent on purchase of equipment.
During the year ended May 31, 2018, the Company generated $6,400 of cash in financing activities, which came from loan from director.
During the year ended May 31, 2017, the Company generated $60,195 of cash in financing activities, which came from loan from director and shares purchase.
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our paper dung products and loans from our director. We must raise cash to implement our plan and stay in business.
Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
8
Off-Balance Sheet Arrangements
The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Related Party Transactions
There is a signed loan agreement between Geant Corp. and the director of the Company Suneetha Nandana Silva Sudusinghe. The Director has agreed to loan the Loan Amount to the Company in the event of not raising sufficient amount of funds from the offering in accordance to the Form S-1 registration statement of the Company; the director agrees to loan the Loan Amount to the Company on demand of the Company; the Company will conduct the repayments of all amount of Director’s loan accordingly to the sequence of loans; director will be repaid from revenues of the Company, when it starts earn significant revenues; advanced Loan funds are non-interest bearing, secured and payable upon demand;
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
9
GEANT CORP.
FINANCIAL STATEMENTS
Years Ended May 31, 2018 and May 31, 2017
Table of Contents
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| Page |
| Report of Independent Registered Public Accounting Firm |
| 11 |
| Balance Sheets as of May 31, 2018 and May 31, 2017 |
| 13 |
| Statements of Operations for the years ended May 31, 2018 and May 31, 2017 |
| 14 |
| Statement of Changes in Stockholders’ Equity For the period from May 31, 2016 to May 31, 2018 |
| 15 |
| Statements of Cash Flows for the years ended May 31, 2018 and May 31, 2017 |
| 16 |
| Notes to Financial Statements |
| 17 |
10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of GEANT Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of GEANT Corp. as of May 31, 2018 and 2017 and the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of GEANT Corp. as of May 31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Consideration of the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a history of operating losses, has limited cash resources, and its viability is dependent upon its ability to meet future financing requirements. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
![[geantcorp10kmay312018001.jpg]](geantcorp10kmay312018001.jpg){kind=small}
Fruci & Associates II, PLLC
We have served as the Company’s auditor since 2016
Spokane, WA
July 25, 2018
GEANT CORP.
BALANCE SHEETS
| ASSETS |
| May 31, 2018 |
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| May 31, 2017 |
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| Current Assets |
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| Cash and cash equivalents Inventory | $ | 6,187 6,693 |
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| $ 6,187 8,996 |
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| Prepaid expenses |
| - |
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| 823 |
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| Total Current Assets |
| 12,880 |
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| 16,006 |
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| Fixed Assets |
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| Equipment, net |
| 15,289 |
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| 22,184 |
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| Total Fixed Assets |
| 15,289 |
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| 22,184 |
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| Total Assets | $ | 28,169 |
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| $ | 38,190 |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| Liabilities |
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| Current Liabilities |
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| Related-party loan | $ | 35,500 |
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| $ | 29,100 |
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| Total Current Liabilities |
| 35,500 |
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| 29,100 |
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| Total Liabilities |
| 35,500 |
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| 29,100 |
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| Commitments & Contingencies |
| - |
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| - |
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| Stockholder’s Equity |
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| Common stock, par value $0.001; 75,000,000 shares authorized, 2,855,000 and 2,855,000 shares issued and outstanding |
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2,855 |
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2,855 |
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| Additional paid in capital |
| 33,340 |
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| 33,340 |
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| Accumulated deficit |
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(43,526 |
) |
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(27,105 |
) |
| Total Stockholder’s Equity |
| (7,331 | ) |
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| 9,090 |
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| Total Liabilities and Stockholder’s Equity | $ | 28,169 |
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| $ | 38,190 |
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The accompanying notes are an integral part of these statements.
12
GEANT CORP.
STATEMENTS OF OPERATIONS
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| Year ended May 31, 2018 |
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| Year ended May 31, 2017 |
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| REVENUES | $ | 6,500 |
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| 14,192 |
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| Cost of Goods Sold |
| 2,303 |
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| 3,898 |
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| Gross Profit |
| 4,197 |
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| 10,294 |
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| OPERATING EXPENSES |
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| General and Administrative Expenses |
| 1,623 |
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| 3,288 |
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| Depreciation Expenses |
| 6,895 |
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| 2,588 |
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| Advertising & Market expense |
| - |
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| 11,970 |
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| Professional fees |
| 12,100 |
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| 19,120 |
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| TOTAL OPERATING EXPENSES |
| (20,618 | ) |
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| (36,966 | ) |
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| NET INCOME (LOSS) FROM OPERATIONS |
| (16,421 | ) |
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| (26,672 | ) |
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| PROVISION FOR INCOME TAXES |
| - |
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| - |
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| NET INCOME (LOSS) | $ | (16,421 | ) |
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| (26,672 | ) |
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| NET LOSS PER SHARE: BASIC AND DILUTED |
$ | (0.00 | ) |
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| (0.00 | ) |
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| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
| 2,855,000 |
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| 2,353,005 |
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The accompanying notes are an integral part of these statements.
13
GEANT CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
For the period from May 31, 2016 to May 31, 2018
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| Common Stock |
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Additional Paid-in |
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| Accumulated Deficit |
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| Total Stockholders’ |
| ||||||
|
|
| Shares |
|
|
| Amount |
|
|
| Capital |
|
|
|
|
|
|
| Equity |
|
| Balance, May 31, 2016 |
| 2,000,000 |
|
| $ | 2,000 |
|
| $ | - |
|
| $ | (433 | ) |
| $ | 1,567 |
|
| Shares issued |
| 855,000 |
|
|
| 855 |
|
|
| 33,340 |
|
|
| - |
|
|
| 34,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the period ended May 31, 2017 |
| - |
|
|
| - |
|
|
| - |
|
|
| (26,672 | ) |
|
| (26,672 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, May 31, 2017 |
| 2,855,000 |
|
|
| $ 2, 855 |
|
| $ | 33,340 |
|
| $ | (27,105 | ) |
| $ | 9,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the period ended May 31, 2018 |
| - |
|
|
| - |
|
|
| - |
|
|
| (16,421 | ) |
|
| (16,421 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, May 31, 2018 |
| 2,855,000 |
|
|
| $ 2, 855 |
|
| $ | 33,340 |
|
| $ | (43,526 | ) |
| $ | (7,331 | ) |
The accompanying notes are an integral part of these statements.
14
GEANT CORP.
STATEMENTS OF CASH FLOWS
|
|
| Year ended May 31, 2018 |
|
|
| Year ended May 31, 2017 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
| Net loss for the period | $ | (16,421 | ) |
| $ | (26,672 | ) |
| Adjustments to reconcile net loss to net cash (used in) operating activities: |
|
|
|
|
|
|
|
| Depreciation |
| 6,895 |
|
|
| 2,588 |
|
| Decrease/Increase in Prepaid expenses |
| 823 |
|
|
| (823 | ) |
| Decrease/Increase in Inventory |
| 2,303 |
|
|
| (7,034 | ) |
| Decrease in Accounts Payable |
| - |
|
|
| (280 | ) |
| CASH FLOWS USED IN OPERATING ACTIVITIES |
| (6,400 | ) |
|
| (32,221 | ) |
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
| Purchase of equipment |
| - |
|
|
| (22,852 | ) |
| CASH FLOWS USED IN INVESTING ACTIVITIES |
| - |
|
|
| (22,852 | ) |
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
| Proceeds from sale of common stock |
| - |
|
|
| 34,195 |
|
| Proceeds from Related Party Loan |
| 6,400 |
|
|
| 26,000 |
|
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
| 6,400 |
|
|
| 60,195 |
|
|
|
|
|
|
|
|
|
|
| NET INCREASE IN CASH |
| 0 |
|
|
| 5,122 |
|
|
|
|
|
|
|
|
|
|
| Cash, beginning of period |
| 6,187 |
|
|
| 1,065 |
|
|
|
|
|
|
|
|
|
|
| Cash, end of period | $ | 6,187 |
|
| $ | 6,187 |
|
|
|
|
|
|
|
|
|
|
| SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
| Interest paid | $ | 0 |
|
| $ | 0 |
|
| Income taxes paid | $ | 0 |
|
| $ | 0 |
|
The accompanying notes are an integral part of these statements.
15
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2018
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Geant Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on February 26, 2016 to start business operations concerned with production of paper made from elephant dung for making various stationery products and subsequent selling thereof. Our office is located at Kiranthidiya road 114, Beruwala, Sri Lanka, 12070. Our phone number is +17027510467.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues as of May 31, 2018. 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 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s yearend is May 31.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $6,187 and $6,187 of cash as of May 31, 2018 and 2017.
Prepaid Expenses
Prepaid Expenses are recorded at fair market value. The Company had $0 of prepaid rent as of May 31, 2018 and $823 of prepaid expenses as of May 31, 2017.
Inventories
Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (FIFO) method. The Company had $6,693 and $8,996 in inventory as of May 31, 2018 and 2017.
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. We estimate that the useful life of our equipment is five years and industrial water filter is seven years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
16
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2018
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
Fair Value of Financial Instruments
ASC Topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
| Level 1: | defined as observable inputs such as quoted prices in active markets; |
| Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and tax credit, carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years, in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition” ("ASC-605"), which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of May 31, 2018 there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of May 31, 2018 and 2017, there were no were no differences between our comprehensive loss and net loss.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
17
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2018
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
Recent Accounting Pronouncements
ASC 606, Revenue from Contracts with Customers, was issued jointly by the FASB and IASB on May 28, 2014. It was originally effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016, for public entities. Early application was not permitted (however, early adoption was optional for entities reporting under IFRSs). On August 12, 2015, the FASB issued an ASU, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred for one year the effective date of the new revenue standard for public and nonpublic entities reporting under U.S. GAAP. The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.
NOTE 4 – EQUIPMENT
|
| May 31, 2018 |
|
|
| May 31, 2017 |
| |
| Equipment | $ | 24,805 |
|
|
| 24,805 |
|
| Depreciation | $ | (9,516 | ) |
|
| (2,621 | ) |
| Net equipment | $ | 15,289 |
|
|
| 22,184 |
|
For the year ended May 31, 2018 and May 31, 2017 we recognized depreciation expense in the amount of $6,895 and $2,588 accordingly.
NOTE 5 – COMMITMENTS AND CONTINGENCIES
Our sole officer and director, Suneetha Nandana Silva Sudusinghe, has agreed to provide us his own premises for free. He won’t take any fee for these premises. It is used for the production of goods.
On September 28, 2016 the Company signed a Rent office agreement, beginning on January 1, 2017 and will terminate on January 01, 2018 and extended till January 01, 2019. These premises will be used as representative office for the customers. The rent expense for the year ended May 31, 2018 was $1,423.
| Term of lease |
| Price per month |
|
|
| Q-ty months |
|
|
| Discount |
|
|
| Total amount of commitments |
|
| January 1, 2017 – December 31, 2017 | $ | 120 |
|
|
| 12 |
|
| $ | 17 |
|
| $ | 1,423 |
|
| January 1, 2018 – December 31, 2018 | $ | 120 |
|
|
| 12 |
|
|
| - |
|
| $ | 1,440 |
|
NOTE 6 – RELATED PARTY TRANSACTIONS
The Company is utilizing and will continue to utilize funds from our sole officer and director who has verbally agreed to provide an interest-free loan as indicated by a verbal agreement finished up between Mr.Sudusinghe and Geant Corp. for up to $50,000. As of May 31, 2018, our sole director has loaned to the Company $35,500. The related party loan from the sole member of the board and president of the company is unsecured, interest free and due on demand. The balance due to the director and president of the company was $35,500 as of May 31, 2018 and $29,100 as of May 31, 2017.
Our sole officer and director, Suneetha Nandana Silva Sudusinghe, has agreed to provide us his own premises for free. He won’t take any fee for these premises. It is used for the production of goods.
NOTE 7 – COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
In November 2016, the Company issued 240,000 shares of common stock for cash proceeds of $9,530 at $0.04 per share.
In December 2016, the Company issued 405,000 shares of common stock for cash proceeds of $16,280 at $0.04 per share.
18
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2018
NOTE 7 – COMMON STOCK (CONTUNUED)
In January 2017, the Company issued 120,000 shares of common stock for cash proceeds of $4,800 at $0.04 per share.
In March 2017, the Company issued 90,000 shares of common stock for cash proceeds of $3,585 at $0.04 per share.
There were 2,855,000 shares of common stock issued and outstanding as of May 31, 2018 and May 31, 2017.
NOTE 8 – INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.
On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act (H.R. 1) (the “Act”). The Act includes a number of changes in existing tax law impacting businesses including, among other things, a permanent reduction in the corporate income tax rate from 34% to 21%. The rate reduction would take effect on January 1, 2018.
The Company has no tax position at May 31, 2018 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at May 31, 2018. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.
The valuation allowance at May 31, 2018 was $9,140. The net change in valuation allowance during the year ended May 31, 2018 was $75. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of May 31, 2018 and 2017. 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 $43,526 at May 31, 2018, expiring through 2035. 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). Temporary differences, which give rise to a net deferred tax asset, are as follows:
|
|
| As of May 31, 2018 | As of May 31, 2017 |
| Non-current deferred tax assets: |
|
|
|
| Net operating loss carryforward | $ | (43,526) | (27,105) |
| Stock based compensation | $ | - | - |
| Inventory obsolescence | $ | - | - |
| Accrued officer compensation | $ | - | - |
|
|
|
|
|
| Total deferred tax assets | $ | (9,140) | (9,215) |
| Valuation allowance | $ | 9,140 | 9,215 |
| Net deferred tax assets | $ | - | - |
19
GEANT CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2018
NOTE 9 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to May 31, 2018 to the date these financial statements were issued, July 25, 2018, and has determined that it does not have any other material subsequent events to disclose in these financial statements.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A(T) Controls and Procedures
Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2018 using the criteria established in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the 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 May 31, 2018, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2. We did not maintain appropriate cash controls – As of May 31, 2018, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions.
3. We did not implement appropriate information technology controls – As at May 31, 2018, 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.
20
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2018 based on criteria established in Internal Control- Integrated Framework (2013) issued by COSO.
System of Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
Officers and Directors
Our sole director will serve until his successor is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our present officers and directors are set forth below:
| Name and Address | Age | Position(s) |
| Suneetha Nandana Silva Sudusinghe | 48
| President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer And sole member of the Board of Directors. |
| At Galle Road 93 Moragalla, Beruwala, 80000 |
Mr. Sudusinghe has acted as our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors since our incorporation on February 26, 2016. Mr. Sudusinghe owns 70% of the outstanding shares of our common stock. For the past five years he has been a business administrator and then a head administrator at Reschen Tex LTD (textile company), were he was working as part of a team and supporting the office administrator, he was responsible for the day-to-day tasks and administrative duties of the office including covering the reception area and as head administrator he was responsible for providing an efficient and professional administrative and clerical service to colleagues, managers and supervisors to facilitate the efficient operation of the office. Mr. Sudusinghe was employed at Reschen Tex LTD as administrator in period from March 2009 to September 2012, and as head administrator in period from October 2012 to September 2015.
21
Mr. Sudusinghe intends to devote close to 75% of his time to planning and organizing activities of Geant Corp.
In the past ten years, Mr. Sudusinghe has not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr. Sudusinghe was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Sudusinghe’s involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Term of Office
The director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our Board of Directors and hold office until removed by the Board or until his resignation appoints our officer.
Director Independence
Our board of directors is currently composed of one member, Suneetha Nandana Silva Sudusinghe, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.
22
Item 11. Executive Compensation
The following table sets forth the compensation paid by us for the year ended May 31, 2018 and 2017 for our sole officer and director. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.
EXECUTIVE OFFICER COMPENSATION TABLE
| Name and Principal Position | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Option Awards (US$) | Non-Equity Incentive Plan Compensation (US$) | Nonqualified Deferred Compensation Earnings (US$) | All Other Compensation (US$) | Total (US$) |
| Suneetha Sudusinghe | 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
We have no work concurrences with our sole officer and executive. We do not expect going into any occupation understandings until such time as we start gainful operations. Mr. Sudusinghe will not be repaid after the offering and preceding beneficial operations. There is no affirmation that we will ever produce extra incomes from our operations.
The pay examined in this delivers all remuneration recompensed to, earned by, or paid to our named official officers.
There are no other investment opportunity arranges, retirement, annuity, or benefit sharing arrangements for the advantage of our officers and chiefs other than as portrayed in this.
Compensation of Directors
The individual from our top managerial staff is not made up for his administrations as a chief. The board has not actualized an arrangement to honor alternatives to any executives. There are no legally binding plans with any individual from the governing body. We have no executive’s administration contracts.
DIRECTOR’S COMPENSATION TABLE
| Name | Year | Fees Earned or Paid in Cash | Stock Awards | Options Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total |
|
|
| (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
| Suneetha Sudusinghe | 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Suneetha Sudusinghe | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Title of class
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Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Common Stock | ||
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Common Stock
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Suneetha Sudusinghe |
2,000,000 |
70.05% | ||
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Item 13. Certain Relationships and Related Transactions
A total of 2,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.
There is no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this report, we have not engaged a market maker to file such an application; hence there is no guarantee that a market marker will file an application on our behalf. Even if an application is filed, there is no guarantee that we will be accepted for quotation. Our stock may become quoted, rather than traded, on the OTCBB.
There are no outstanding options or warrants to purchase, or securities convertible into our common stock. There is 31 holder of record for our common stock.
Item 14. Principal Accountant Fees and Services
During fiscal year ended May 31, 2018 and 2017, we incurred approximately $10,900 in fees to our principal independent accountants for professional services rendered in connection with audit and reviews for May 31, 2017, and $11,900 for May 31, 2018.
During the fiscal years ended May 31, 2018 and 2017 we incurred no audited related fees, tax related fees, and $0 in all other fees.
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PART IV
Item 15. Exhibits
The following exhibits are included as part of this report by reference:
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| 31.1 |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
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| 32.1 |
| Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Sri Lanka, Beruwala on July 27, 2018.
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| GEANT CORP. | |||
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| By: | /s/ | Suneetha Nandana Silva Sudusinghe |
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| Name: | Suneetha Nandana Silva Sudusinghe |
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| Title: | President, Treasurer, Secretary and Director | |
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| (Principal Executive, Financial and Accounting Officer) | |
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