Cannabis Suisse Corp 10-K for FY2026
Cannabis Suisse Corp. (CSUI)
About this 10-K
Cannabis Suisse Corp filed this 10-K on September 25, 2026, covering the fiscal year ended May 31, 2026 (FY2026).
Headline figures
Fiscal year ended May 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $22.5K a year earlier
- Net income
- $122.74K
- compared with a net loss of $456.14K a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the fiscal year ended
For the transition period from _________ to ________
Commission file number:
(Exact name of registrant as specified in its charter) |
| 2600 |
| ||
(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification No.) |
Phone: (
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value of $0.001
(Title of each class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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.
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).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☐ Large accelerated filer | ☐ Accelerated filer |
☒ | |
|
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of November 30, 2025, was $
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
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TABLE OF CONTENTS
iii
PART I
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, as amended. 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.
Item 1. Description of Business
Cannabis Suisse Corp. (the “Company”, “we” or “our”) is engaged in the rental of commercial office and industrial space. We lease buildings from company’s controlled by our CEO. Since our CEO assumed control of the Company in June 2022, we have no involvement in any aspect of the cannabis industry.
Employees; Identification of Certain Significant Employees
We currently do not have any employees. Our CEO, who is our sole officer, serves as a consultant to the Company on a part-time basis.
Item 1A. Risk Factors
Risks Related to Our Business.
Limited Operations. Our current business operations consist of subleasing a portion of a building we lease from a company controlled by our CEO. As a result, we currently have limited operations. No assurance can be given that we will have any business operation going forward that sufficiently covers our cost structure.
Lack of Operating Funds-Going Concern. We do not have a bank account. Our CEO, who is also our sole director, pays our expenses through an escrow account set up for the benefit of the Company. In the event this source of funding ceases before we are able to sustainably increase our business operations there is substantial doubt as to the Company’s ability to continue as an ongoing enterprise. In its audited financial statements as of May 31, 2026, the Company was issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our sources for cash at this time are investments by others, loans and advances from our CEO who is our sole director, and very limited revenue from renting. We must raise cash to implement our plan and stay in business.
Limited Management. We have no employees. Our CEO also serves as our CFO on a part-time consultant basis. This lack of personnel adversely affects our ability to develop and grow our business.
Risks Related to our Common Stock
Voting Control is Held by One Stockholder. Our sole Director and CEO holds a majority of the voting stock of the Company. As a result, he will be able to control the election of directors to our Board of Directors and our business and affairs, including any determination with respect to mergers or other business combinations, the acquisition or disposition of any assets, the incurrence of additional indebtedness, the issuance of additional shares of our common and preferred stock or any other equity securities, the recapitalization, repurchase or redemption of our common stock and the payments of any dividends. Our CEO, or entities he controls, hold convertible promissory notes which enable him to convert all or part of the principal and accrued interest into common stock. In total, the notes would convert into 135,203,984 shares of our common stock as of May 31, 2026. The notes do not provide for any adjustment in the event of a recapitalization of our common stock.
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Penny Stock Considerations Lack of Proprietary Broker-Dealer Quotations. Our shares are “penny stocks” as that term is generally defined in the Securities Exchange Act of 1934 as equity securities with a price of less than $5.00. As a result, the “penny stock rules’ apply. Such rules require, among other things, that brokers who trade “penny stocks” to persons other than “established customers” complete certain documentation, make suitable inquires of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade “penny stocks” and, as a result, the number of broker-dealers willing to act as market makers is limited. Because our securities are subject to the “penny stock” rules, investors will find it more difficult to dispose of our securities because of the requirements. Because our securities are subject to these rules it will make it more difficult to obtain needed capital in the future. Currently, our securities are not eligible for proprietary broker-dealer quotes. Therefore, our securities have a higher risk of wider spreads, increased price volatility and price dislocation. In addition, the liquidity for our securities may be adversely affected with a corresponding decrease in the price of our securities.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity Risk
The Company has very limited operations, consisting primarily of compliance activities as a public company and minimal real estate rental revenue. The Company has no employees, does not maintain its own bank accounts, and its activities are managed by the Chief Executive Officer with the assistance of outside legal and accounting professionals. The Company does not maintain significant information technology systems, customer data, or proprietary digital assets.
Given the limited nature of its operations and reliance on third-party service providers for professional services, the Company has concluded that it is not materially exposed to cybersecurity threats. To date, the Company has not experienced, nor does it anticipate, any cybersecurity incidents that would materially affect its business, financial condition, or results of operations.
The Board of Directors is responsible for oversight of the Company’s cybersecurity risk. In fulfilling this role, the Board receives updates from the Chief Executive Officer, who, with the assistance of external legal and accounting professionals, monitors any potential cybersecurity matters and reports to the Board as necessary.
Item 2. Description of Property
We do not own any property except minimal office equipment and furniture. We lease our office from a company controlled by our CEO. We currently lease four real estate properties from companies controlled by our CEO, one of which is for the office and the others to be subleased for rental income. See Note 9 of the Notes to the Financial Statement appearing elsewhere in this Report.
Item 3. Legal Proceedings
None.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Common stock of the Company is quoted on the OTC Pink tier of the OTC Markets Group Inc under the symbol “CSUI”. The closing price of our common stock on the OTC Pink on September 4, 2026, was $0.005 Set forth below is the high and low bid information of our common stock for each quarter for the last two fiscal years. The quotations reflect inter-dealer prices, without retail markup. Mark-down or commissions and may not represent actual transactions.
FY 2024 |
| High |
| Low | ||
Quarter ended August 31 |
| $ | 0.02 |
| $ | 0.01 |
Quarter ended November 30 |
| $ | 0.02 |
| $ | 0.004 |
Quarter ended February 28 |
| $ | 0.02 |
| $ | 0.01 |
Quarter ended May 31 |
| $ | 0.02 |
| $ | 0.008 |
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FY 2025 |
| High |
| Low | ||
Quarter ended August 31 |
| $ | 0.01 |
| $ | 0.008 |
Quarter ended November 30 |
| $ | 0.02 |
| $ | 0.01 |
Quarter ended February 28 |
| $ | 0.01 |
| $ | 0.005 |
Quarter ended May 31 |
| $ | 0.01 |
| $ | 0.005 |
Number of Holders
As of September 24, 2026, there were a total of 24 stockholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended May 31, 2026 and 2025. We do not expect to pay any dividends in the near future.
Authorized Capital Stock
As of September 24, 2026 the Company has 1,000,000,000 shares of common stock, $0.001 par value, 50,000,000 shares of preferred stock, $0.001 par value, authorized, and 5,000,000 shares of Series A preferred stock authorized.
Other Stockholder Matters
None.
Sale of Unregistered Securities
None.
Item 6. [Reserved].
None.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Background
Since June 2022, the Company has focused its business activities on real estate operations and has had no involvement in any aspect of the cannabis industry.
In February 2023, the Company leased two properties from entities controlled by its Chief Executive Officer. The Company subleased a portion of one of these properties to a third party for monthly rent of $2,500, or $30,000 annually. Effective March 2024, the sublease continued on a month-to-month basis at the same monthly rental rate. The sublease was terminated on February 28, 2025.
In February 2024, the Company leased two additional properties from entities controlled by its Chief Executive Officer for future expansion. Effective March 1, 2026, the Company began a new sublease arrangement with an entity controlled by the Chief Executive Officer and recognized rental income of $21,000 during the year ended May 31, 2026.
The following discussion should be read in conjunction with the Company’s audited financial statements and the related notes appearing elsewhere in this Annual Report. This discussion contains forward-looking statements that reflect management’s plans, estimates and beliefs. Actual results could differ materially from those discussed in the forward-looking statements.
The Company’s audited financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America.
Results of Operations for the years ended May 31, 2026 and 2025
Revenue and Cost of Rental Revenue
For the year ended May 31, 2026, the Company generated rental revenue from related parties of $21,000 and incurred cost of rental revenue of $21,931, resulting in a gross loss of $931.
For the year ended May 31, 2025, the Company generated rental revenue of $22,500 and incurred cost of rental revenue of $22,068, resulting in gross profit of $432.
Rental revenue decreased by $1,500, or approximately 7%, for the year ended May 31, 2026 compared with the prior year. The decrease was primarily attributable to the termination of the Company’s prior sublease on February 28, 2025. During the year ended May 31, 2026, the Company recognized rental revenue for March, April and May 2026 under a new sublease arrangement with an entity controlled by the CEO, compared with nine months of rental revenue during the year ended May 31, 2025.
Cost of rental revenue decreased by $137, or approximately 1%. For the new sublease, cost of rental revenue was allocated based on the percentage of the primary leased premises that was subleased. The sublease covers approximately 2,900 square feet of the 3,105 square feet under the primary lease, or approximately 93.4%.
Operating Expenses
Total operating expenses for the year ended May 31, 2026, were $266,888, compared with $288,445 for the year ended May 31, 2025.
Operating expenses for the year ended May 31, 2026, consisted of professional fees of $51,970, depreciation expense of $4,244, and general and administrative expenses of $210,674.
Operating expenses for the year ended May 31, 2025 consisted of professional fees of $55,547, depreciation expense of $4,244, and general and administrative expenses of $228,654.
Total operating expenses decreased by $21,557, or approximately 7%, for the year ended May 31, 2026 compared with the prior year. The decrease was primarily attributable to a reduction in general and administrative expenses of $17,980 mainly related to a decrease in rent expense due to one of the Company’s leases expiring in January of 2026
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and a reduction in professional fees of $3,577 due to the Company incurring less accounting fees in the current year. Depreciation expense remained unchanged at $4,244 for both years.
Other Income (Expense)
Total other income was $390,558 for the year ended May 31, 2026, compared with total other expense of $168,129 for the year ended May 31, 2025.
For the year ended May 31, 2026, other income consisted of amortization of debt premium of $455,214, partially offset by interest expense of $64,656. The Company did not recognize any gain or loss on settlement of debt during the year ended May 31, 2026.
For the year ended May 31, 2025, other expense consisted of interest expense of $63,208 and a loss on settlement of debt of $551,677, partially offset by amortization of debt premium of $446,756.
The improvement in other income of $558,687 was primarily attributable to the absence of a loss on settlement of debt during the year ended May 31, 2026. Amortization of debt premium increased by $8,458, while interest expense increased by $1,448.
Net Income (Loss)
The Company reported net income of $122,739 for the year ended May 31, 2026, compared with a net loss of $456,142 for the year ended May 31, 2025.
The improvement of $578,881 was primarily due to the change from other expense in the prior year to other income in the current year, principally because no loss on settlement of debt was recognized during the year ended May 31, 2026.
Liquidity and Capital Resources and Cash Requirements
As of May 31, 2026, the Company had cash of $476, compared with $2,850 as of May 31, 2025. The Company had a working capital deficit of $512,212 as of May 31, 2026, compared with $218,679 as of May 31, 2025. The increase in the working capital deficit was primarily attributable to the reclassification of the $135,000 related-party convertible note from long-term to current liabilities, additional advances from related parties, increases in accrued interest and the continued use of the Company’s current assets to fund operations. As of May 31, 2026, current liabilities included $107,000 of operating lease liabilities in default related to the expired 2652 Blanding Boulevard lease.
During the year ended May 31, 2026, the Company used $40,324 of cash in operating activities due to its net income of $122,739, plus depreciation and noncash lease expense and changes in operating assets and liabilities of $175,805, a decrease in prepaid expenses of $51,280, an increase in accounts payable and accrued interest payable to related parties of $410 and $64,656, respectively, offset by noncash amortization of debt premium of $455,214.
During the year ended May 31, 2025, the Company used $45,112 of cash in operating activities due to its net loss of $456,142plus its amortization of debt premium of $446,756; offset by depreciation expense of $4,244, lease cost, net of repayments of $176,285, loss on settlement of debt of $551,677, decrease in prepaid expenses of $63,900, and an increase in accounts payable and accrued interest payable to related parties of $3,472 and $58,208, respectively.
The Company had no cash flows from investing activities during the years ended May 31, 2026 and 2025.
During the year ended May 31, 2026, the Company generated $37,950 of cash from financing activities, which came from advances from related parties of $58,950, offset by repayments of related party advances of $21,000.
During the year ended May 31, 2025, the Company generated $19,400 of cash from financing activities, which came from advances from related parties of $34,400, offset by repayments of related party advances of $15,000.
As a result of these activities, cash decreased by $2,374 during the year ended May 31, 2026, from $2,850 as of May 31, 2025, to $476 as of May 31, 2026.
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The Company has generated limited revenue, has a significant working capital deficit and has not established a stable source of revenue sufficient to fund its ongoing operating expenses and obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company expects to remain dependent on additional investment capital, borrowings and advances from its Chief Executive Officer and other related parties to fund its operations for the foreseeable future. Management intends to seek additional financing through the capital markets and other available sources and to continue relying on related-party funding in the interim. There can be no assurance that the Company will be able to obtain sufficient financing, increase its revenue or achieve sustained profitable operations. Failure to obtain additional funding could adversely affect the Company’s ability to continue its operations.
Off-Balance Sheet Arrangements
As of May 31, 2026, the Company did not have any off-balance sheet arrangements, as defined by applicable SEC rules, that have or are reasonably likely to have a current or future material effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Leases
The Company follows the accounting for leases under Accounting Standards Codification (“ASC”) 842 Lease Accounting and determines if an arrangement is a lease or contains a lease at inception. Operating leases result in operating lease right-of-use (“ROU”) assets and operating lease liabilities (short term and long term) being recorded on the Company’s balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowings over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Rent Revenue Recognition
The Company recognizes rent revenue from the lease of its sub-leased properties in accordance with ASC 842, Leases. The sub-lease is categorized as an operating lease according to ASC criteria for the lease definitions. Rent revenue is recognized on a straight-line basis over the lease term, reflecting the pattern of the economic benefits derived from the lease.
The Company’s leases generally have fixed rental payments over the lease term, with occasional escalations based on predetermined factors. Rent revenue is recognized monthly as the lessor fulfills its obligations under the lease agreement.
Any lease incentives or concessions provided to lessees, such as rent-free periods or tenant improvement allowances, are recognized as a reduction of rent revenue over the lease term.
For the years ended May 31, 2026, and 2025, the Company recognized rental income of $21,000 (from a related party) and $22,500 (from a third-party), respectively.
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Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public business entities to provide additional disclosures in the notes to the financial statements regarding certain expenses included in relevant expense captions. These disclosures include, among other items, purchases of inventory, employee compensation, depreciation, intangible asset amortization, selling expenses and a qualitative description of amounts not separately disaggregated.
In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the interim effective date for entities with non-calendar fiscal year-ends.
The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied prospectively to reporting periods after the effective date or retrospectively to any or all prior periods presented.
The Company is currently evaluating the effect that adopting these amendments will have on its financial statement disclosures. The amendments relate to disclosure requirements and are not expected to affect the Company’s financial position, results of operations, or cash flows.
For the Company’s May 31 fiscal year-end, mandatory adoption would first apply to the fiscal year beginning June 1, 2027, which is the year ending May 31, 2028. The related interim requirements would first apply during the fiscal year beginning June 1, 2028. This conclusion follows from the clarified effective-date guidance for non-calendar-year entities.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
CANNABIS SUISSE CORP.
FINANCIAL STATEMENTS
Years Ended May 31, 2026 and 2025
Table of Contents
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Report of Independent Registered Public Accounting Firm - | 8 |
9 | |
Statements of Operations for the years ended May 31, 2026 and 2025 | 10 |
Statements of Changes in Stockholders’ Deficit for the years ended May 31, 2026 and 2025 | 11 |
Statements of Cash Flows for the years ended May 31, 2026 and 2025 | 12 |
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Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Cannabis Suisse Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Cannabis Suisse Corp. as of May 31, 2026 and 2025, and the related statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended May 31, 2026, 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 Cannabis Suisse Corp. as of May 31, 2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended May 31, 2026, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 3 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these 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 Cannabis Suisse Corp. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Cannabis Suisse Corp. 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 entity’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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Mac Accounting Group & CPAs, LLP
We have served as Cannabis Suisse Corp.’s auditor since 2024.
September 25, 2026
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CANNABIS SUISSE CORP.
BALANCE SHEETS
May 31, 2026 |
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ASSETS |
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Current Assets |
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Cash in Escrow Account | $ |
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TOTAL ASSETS | $ |
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LIABILITIES & STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts Payable | $ |
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Convertible Notes Payable |
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Convertible Notes Payable - Related Parties |
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Operating Lease Liabilities - Related Parties - in Default |
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Operating Lease Liabilities - Related Parties - Short-term |
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Total Current Liabilities |
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Convertible Notes Payable - Related Parties |
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Total Liabilities |
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Commitments and Contingencies (Note 5) |
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Stockholders’ Deficit |
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Series A Preferred stock, par value $ authorized, as of May 31, 2026 and 2025 |
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Common stock, par value $ authorized, as of May 31, 2026 and 2025 |
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Additional Paid-In-Capital |
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Accumulated Deficit |
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Total Stockholders’ Deficit |
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TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ |
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The accompanying notes are an integral part of these financial statements.
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CANNABIS SUISSE CORP.
STATEMENTS OF OPERATIONS
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2026 |
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REVENUES |
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Rental income | $ |
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OPERATING LOSS |
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OTHER INCOME (EXPENSES) |
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Loss on settlement of debt |
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Amortization of debt premium |
|
|
| ||
Interest expense - related parties |
| ( |
|
| ( |
TOTAL OTHER INCOME (EXPENSE) |
|
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| ( | |
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INCOME (LOSS) BEFORE INCOME TAXES |
|
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| ( | |
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PROVISION FOR INCOME TAXES |
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NET INCOME (LOSS) | $ |
| $ | ( | |
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NET INCOME (LOSS) PER SHARE: BASIC | $ |
| $ | ( | |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC |
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NET INCOME (LOSS) PER SHARE: DILUTED | $ |
| $ | ( | |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED |
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| ||
The accompanying notes are an integral part of these financial statements.
10
CANNABIS SUISSE CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
| Series A Preferred Stock | Preferred Stock | Common Stock |
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| |||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-In- Capital | Unearned Compensation | Accumulated Deficit | Total Stockholders’ Deficit | |||||||||
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Balance, May 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||
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Issuance of Series A Preferred Stock to replace previously issued preferred stock |
| ( |
| ( |
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Net loss |
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| ( |
| ( | |||||||||
Balance, May 31, 2025 |
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| ( |
| ( | |||||||||
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Net income |
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Balance, May 31, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||
The accompanying notes are an integral part of these financial statements.
11
CANNABIS SUISSE CORP.
STATEMENTS OF CASH FLOWS
| For the years ended May 31, | ||||
2026 |
| 2025 | |||
|
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OPERATING ACTIVITIES |
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Net income (loss) | $ |
| $ | ( | |
Adjustments to reconcile net income (loss) to net cash used in operations: |
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Depreciation |
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Lease cost, net of repayments |
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Loss on settlement of debt |
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Amortization of debt premium |
| ( |
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| ( |
Changes in assets and liabilities: |
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Prepaid expenses |
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Accounts payable |
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Accrued interest - related parties |
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Net cash used in Operating Activities |
| ( |
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| ( |
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INVESTING ACTIVITIES |
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Net cash provided (used) by Investing Activities |
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FINANCING ACTIVITIES |
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Advances from related parties |
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Repayments of related party advances |
| ( |
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| ( |
Net cash provided by Financing Activities |
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Net cash increase (decrease) for period |
| ( |
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| ( |
Cash at beginning of period |
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Cash at end of period | $ |
| $ | ||
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SUPPLEMENTAL |
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Cash paid for taxes | $ |
| $ | ||
Cash paid for interest | $ |
| $ | ||
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Noncash Investing and Financing Information |
|
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Promissory note in exchange for payables - related party | $ |
| $ | ||
Reclassed long-term convertible note - RP to short-term convertible note - RP | $ |
| $ | ||
The accompanying notes are an integral part of these financial statements.
12
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Cannabis Suisse Corp. (the “Company”) was incorporated in the State of Nevada on February 26, 2016. Since June 2022, the Company has focused its operations on the real estate business and has no involvement in the cannabis industry.
In February 2023, the Company leased two properties from entities controlled by its Chief Executive Officer (“CEO”), Scott McAlister. A portion of one of these properties was subleased to a third party and generated rental revenue until the sublease was terminated on February 28, 2025. In February 2024, the Company leased two additional properties from entities controlled by its CEO for future expansion. Effective March 1, 2026, the Company again began subleasing a portion of one of its leased properties to a related party that was controlled by the CEO and recognized rental revenue during March, April and May 2026.
See Note 9 for additional information regarding the terms and conditions of the Company’s lease and sublease arrangements.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, (GAAP). The Company’s year-end is May 31.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had no cash equivalents as of May 31, 2026 and 2025. The Company had cash in an escrow account of $
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:
Equipment, Furniture and fixtures |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations. The cost of maintenance and repairs is charged to the statements of operations as incurred, whereas significant renewals and betterments are capitalized.
Leases
The Company follows the accounting for leases under Accounting Standards Codification (“ASC”) 842 Lease Accounting and determines if an arrangement is a lease or contains a lease at inception. Operating leases result in operating lease right-of-use (“ROU”) assets and operating lease liabilities (short term and long term) being recorded on the Company’s balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowings over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
13
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
Impairment of Long-Lived Assets
The Company evaluates the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s evaluation is based on an assessment of potential indicators of impairment, such as an adverse change in the business climate that could affect the value of an asset, current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of an asset, and a current expectation that, more likely than not, an asset will be disposed of before the end of its previously estimated useful life. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
During the years ended May 31, 2026 and 2025, the Company recognized an impairment of long-lived assets in the amount of $
Fair Value of Financial Instruments
ASC 820 Fair Value Measurements and Disclosures establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1:defined as observable inputs such as quoted prices in active markets;
Level 2:defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of the Company’s cash, other current assets, accounts payable, accrued expenses and advances from related parties approximates its fair value due to their short-term maturity.
Income Taxes
The Company accounts for its income taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
Rent Revenue Recognition
The Company recognizes rent revenue from the lease of its sub-leased properties in accordance with ASC 842, Leases. The sub-lease is categorized as an operating lease according to ASC criteria for the lease definitions. Rent revenue is recognized on a straight-line basis over the lease term, reflecting the pattern of the economic benefits derived from the lease.
The Company’s leases generally have fixed rental payments over the lease term, with occasional escalations based on predetermined factors. Rent revenue is recognized monthly as the lessor fulfills its obligations under the lease agreement.
Any lease incentives or concessions provided to lessees, such as rent-free periods or tenant improvement allowances, are recognized as a reduction of rent revenue over the lease term.
The Company’s previous sublease arrangement with a third party was terminated on February 28, 2025. Effective March 1, 2026, the Company began a new sublease arrangement with a related party and recognized rental income for March, April and May 2026.
For the years ended May 31, 2026 and 2025, the Company recognized rental income of $
14
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
Cost of Rental Revenue
Cost of rental revenue consists primarily of the portion of the Company’s rent expense attributable to the property or space subleased to its tenant based on relative square footage.
For the years ended May 31, 2026 and 2025, the Company recognized cost of rental revenue of $
Stock-Based Compensation
The Company accounts for share-based compensation awards in accordance with ASC 718, “Compensation - Stock Compensation”. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur.
Basic and Diluted Income (Loss) Per Share
The Company computes basic and diluted income (loss) per common share in accordance with ASC 260, Earnings Per Share. Basic income or loss per common share is computed by dividing net income or loss available to common stockholders by the weighted-average number of common shares outstanding during the period.
Diluted income (loss) per common share reflects the potential dilution that would occur if the Company’s convertible notes were converted into common stock. The Company applies the if-converted method, under which interest expense associated with convertible notes assumed to be converted is added back to net income and the weighted-average number of shares issuable upon conversion of the outstanding note principal is included in the diluted denominator. Potential common shares are excluded from diluted income or loss per share when their inclusion would be anti-dilutive.
The Company’s convertible-note agreements provide for the conversion of outstanding principal and accrued but unpaid interest of the notes into common stock.
For the year ended May 31, 2026, the Company reported net income. Accordingly, interest expense of $
For the year ended May 31, 2025, the Company reported a net loss. Therefore,
The following table presents the computation of basic and diluted income (loss) per common share:
|
| Year Ended May 31, | ||
| 2026 |
| 2025 | |
Net income (loss) | $ | $ | ( | |
Add: Interest expense on convertible debt |
|
| ||
Net income (loss) available to common stockholders - diluted numerator | $ | $ | ( | |
|
|
|
|
|
Basic weighted-average common shares outstanding |
|
| ||
Dilutive effect of convertible-note principal |
|
| ||
Diluted weighted-average common shares outstanding - denominator |
|
| ||
|
|
|
|
|
Basic income (loss) per common share | $ | $ | ( | |
Diluted income (loss) per common share | $ | $ | ( | |
|
|
|
|
|
Potential common shares excluded as anti-dilutive |
|
| ||
15
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
Segment Reporting
The Company operates in a single operating and reportable segment. The Chief Executive Officer serves as the Company’s Chief Operating Decision Maker and allocates resources and assesses performance based on the net income (loss) reported on the income statement and based on the total assets reported on the balance sheet.
The Company’s operations are currently limited and conducted in one geographical area with all of the Company’s revenues being derived from the Company’s single segment and substantially all of the Company’s assets located in the same jurisdiction in the United States.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public business entities to provide additional disclosures in the notes to the financial statements regarding certain expenses included in relevant expense captions. These disclosures include, among other items, purchases of inventory, employee compensation, depreciation, intangible asset amortization, selling expenses and a qualitative description of amounts not separately disaggregated.
In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the interim effective date for entities with non-calendar fiscal year-ends.
The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied prospectively to reporting periods after the effective date or retrospectively to any or all prior periods presented.
The Company is currently evaluating the effect that adopting these amendments will have on its financial statement disclosures. The amendments relate to disclosure requirements and are not expected to affect the Company’s financial position, results of operations, or cash flows.
For the Company’s May 31 fiscal year-end, mandatory adoption would first apply to the fiscal year beginning June 1, 2027, which is the year ending May 31, 2028. The related interim requirements would first apply during the fiscal year beginning June 1, 2028. This conclusion follows from the clarified effective-date guidance for non-calendar-year entities.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern.
As of May 31, 2026, the Company had cash of $
Management anticipates that, for the foreseeable future, the Company will depend on additional capital contributions, borrowings and advances from related parties to fund its operating expenses and other cash requirements. The Company intends to seek additional financing through the capital markets and other available sources and expects to continue relying on related-party funding in the interim.
There can be no assurance that the Company will be successful in obtaining sufficient financing, increasing its revenues or achieving sustained profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
16
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 4 - PROPERTY AND EQUIPMENT
Property and Equipment:
May 31, 2026 |
| May 31, 2025 | |||
Office equipment | $ |
| $ | ||
Furniture |
|
|
| ||
Accumulated depreciation |
| ( |
|
| ( |
Net property and equipment | $ |
| $ | ||
The Company recognized depreciation expense in its operating expenses of $
NOTE 5 - COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in legal proceedings, claims or other contingencies arising in the ordinary course of business. The Company evaluates such matters in accordance with ASC 450, Contingencies, and records an accrual when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. When a loss is reasonably possible but not probable, or when the amount cannot be reasonably estimated, the Company provides disclosure as appropriate.
As of May 31, 2026, the Company was not aware of any pending or threatened legal proceedings, claims or other contingencies that would require accrual or disclosure in the financial statements.
NOTE 6 - RELATED PARTY TRANSACTIONS
During the year ended May 31, 2026, the Company’s CEO, who is also the President and sole director, either individually or through different entities he controls, advanced $
During the year ended May 31, 2025, the Company’s CEO, either individually or through different entities he controls, advanced $
As of May 31, 2026, and 2025, advances from related parties were $
The Company has outstanding convertible promissory notes with its CEO and entities controlled by him. As of May 31, 2026 and 2025, accrued interest payable to related parties was $
The Company leases properties from entities controlled by its CEO. See Note 9 for the terms of these related-party lease arrangements and the related amounts recognized in the financial statements.
On July 7, 2024, the Company issued
Effective March 1, 2026, the Company entered into a sublease agreement, as sublandlord, with RLSH, LLC, an entity controlled by the Company’s CEO. The sublease provides for base rent of $
17
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
As of May 31, 2026, the Company had an operating lease liability – in default of $
NOTE 7 - CONVERTIBLE NOTES PAYABLE
On April 1, 2021, Suneetha Nandana Silva Sudusinghe assigned Serhii Cherniienko $
On April 15, 2021, Suneetha Nandana Silva Sudusinghe assigned Noi Tech LLC $
As of May 31, 2026 and 2025, the aggregate principal balance of these convertible notes payable was $
NOTE 8 - CONVERTIBLE NOTES PAYABLE – RELATED PARTIES
In May 2022, Alain Parrik assigned to Okie LLC a convertible note with an outstanding principal balance of $
In November 2022, the Company issued a convertible promissory note in the principal amount of $
In February 20, 2024, the Company issued a convertible promissory note in the amount of $
In February 20, 2024, the Company issued a convertible promissory note in the amount of $
18
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
The maturity date is February 20, 2029. The Company recognized the note at its fair value of $
In February 20, 2024, the Company issued a convertible promissory note in the amount of $
On June 28, 2024, the Company issued a convertible promissory note in the amount of $
The following table summarizes the classification of the Company’s related-party convertible notes:
|
| May 31, | ||||
|
| 2026 |
| 2025 | ||
Convertible notes payable - related parties - long-term principal balance |
| $ | 475,701 |
| $ | 610,701 |
Unamortized debt premium |
|
|
|
| ||
Convertible notes payable - related parties - long-term |
|
|
|
| ||
Convertible notes payable - related parties, current |
|
|
|
| ||
Total carrying amount |
| $ | 1,741,313 |
| $ | 2,196,527 |
Amortization of the note premiums was $
As of May 31, 2026, the contractual maturities of the related-party convertible notes, based on principal amounts, were as follows:
Year Ending May 31, | Amount | |
2027 | $ | |
2028 |
| |
2029 |
| |
2030 |
| |
Total | $ | |
Interest expense on the related-party convertible notes was $
19
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 9 - RELATED-PARTY LEASES AND SUBLEASE ARRANGEMENTS
Lease of Premises at 10 N Newnan Street
In February 2023, the Company entered into a lease with 10 N Newnan LLC, an entity controlled by the Company’s CEO, for office space located at 10 N Newnan Street, Jacksonville, Florida 32202. The lease commenced on February 1, 2023 and had an initial term of 36 months.
In February 2024, the lease was extended for an additional two years through January 31, 2028. At the modification date, the Company remeasured the ROU asset and lease liability of $297,229 using a discount rate of 12%.
Following the extension, the landlord agreed to a discount in exchange for prepayment of the remaining lease obligation. In February 2024, the Company prepaid the lease by issuing a convertible promissory note. See Note 8. The Company recorded prepaid rental interest of $78,476 in connection with the transaction.
As of May 31, 2026 and 2025, the ROU asset associated with this lease was $
Lease of Premises at 2652 Blanding Boulevard
In February 2023, the Company entered into a lease with 2600 Blanding Blvd., LLC, an entity controlled by the Company’s CEO, for the property located at 2652 Blanding Boulevard, Jacksonville, Florida 32210. The lease commenced on February 1, 2023 and had a term of 36 months through January 31, 2026.
At the lease commencement date, the Company recognized an ROU asset and lease liability of $145,341 using a discount rate of 12%. The lease required monthly base rent of $
No monthly lease payments were made under this arrangement. Upon expiration of the lease in January 2026, the related ROU asset was fully amortized. As of May 31, 2026 and 2025, the ROU asset associated with this lease was $
As of May 31, 2026, the Company had unpaid rent of $
During the years ended May 31, 2026 and 2025, rental expenses related to this property was $
Lease of Premises at 1268 Church Street
In January 2024, the Company entered into a lease with 1268 Church Street LLC, an entity controlled by the Company’s CEO, for the property located at 1268 Church Street, Jacksonville, Florida 32202. The lease commenced on January 1, 2024 and had an initial term of 37 months.
At the lease commencement date, the Company recognized an ROU asset and lease liability of $104,472 using a discount rate of 12%. In February 2024, the lease was extended through December 31, 2028. At the modification date, the Company remeasured the ROU asset and lease liability at $148,735 using a discount rate of 12%.
Following the extension, the landlord agreed to a discount in exchange for prepayment of the remaining lease obligation. The Company prepaid the lease by issuing a convertible promissory note. See Note 8. The Company also recorded prepaid rental interest of $48,001 in connection with the transaction.
20
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
As of May 31, 2026 and 2025, the ROU asset associated with this lease was $
Lease of Premises at 2502 Blanding Boulevard
In February 2024, the Company entered into a lease with 2600 Blanding Blvd., LLC, an entity controlled by the Company’s CEO, for the property located at 2502 Blanding Boulevard, Jacksonville, Florida 32210. The lease commenced on February 1, 2024 and has a term of 60 months through January 31, 2029.
At the lease commencement date, the Company recognized an ROU asset and lease liability of $176,213 using a discount rate of 12%. Also in February 2024, the landlord agreed to a discount in exchange for prepayment of the remaining lease obligation, and the Company prepaid the lease by issuing a convertible promissory note. See Note 8. The Company also recorded prepaid rental interest of $58,973 in connection with the transaction.
As of May 31, 2026 and 2025, the ROU asset associated with this lease was $
Sublease for Premises at 2652 Blanding Boulevard
In February 2023, the Company entered into a sublease, as lessor, for a portion of the property located at 2652 Blanding Boulevard to a third-party private company. The sublease was for one year and provided for monthly rent of $
Sublease for Premises at 10 N Newnan Street
Effective March 1, 2026, the Company entered into a new sublease agreement with RLSH, LLC (an entity controlled by the Company’s CEO) for 2,900 square feet located on the front portion of the first floor of the Company’s leased property at 10 N Newnan Street, Jacksonville, Florida. The 2,900 square feet subleased represents 93.4% of the 3,105 square feet covered by the primary lease.
The sublease provides for annual base rent of $84,000, payable in monthly installments of $
The Company recognized rental income of $
Lease Expense
The components of lease expense were as follows:
|
| Year Ended May 31, | ||||
|
| 2026 |
| 2025 | ||
Lease expense included in cost of rental revenue |
| $ | 21,931 |
| $ | 22,068 |
Lease expense included in general and administrative expenses |
|
| 198,969 |
|
| 218,449 |
Total lease expense |
| $ |
| $ | ||
21
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
The following table summarizes lease expense by property:
|
| Year Ended May 31, | ||||
Property |
| 2026 |
| 2025 | ||
10 N Newnan Street |
| $ | 93,926 |
| $ | 93,926 |
2652 Blanding Boulevard |
|
| 39,233 |
|
| 58,850 |
1268 Church Street |
|
| 40,704 |
|
| 40,704 |
2502 Blanding Boulevard |
|
| 47,037 |
|
| 47,037 |
Total lease expense |
| $ | 220,900 |
| $ | 240,517 |
Balance-Sheet Presentation
The Company’s weighted average remaining lease term is 2.23 years and weighted average discount rate is 12%. The following table summarizes the presentation in the Company’s balance sheet of its operating lease.
|
| As of May 31, | ||||
|
| 2026 |
| 2025 | ||
Assets |
|
|
|
| ||
Operating lease ROU assets |
| $ |
| $ | ||
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Operating lease liabilities - in default |
| $ |
| $ | - | |
Operating lease liabilities - short-term |
|
| - |
|
| |
Total operating lease liabilities |
| $ |
| $ | ||
As of May 31, 2026, the Company had $107,000 of operating lease liabilities related to the expired 2652 Blanding Boulevard lease. The Company had no other outstanding operating lease liabilities associated with its active leases because the remaining contractual payments for those leases had previously been prepaid through the issuance of convertible promissory notes. The related ROU assets continue to be amortized over the remaining contractual lease terms.
NOTE 10 - STOCKHOLDERS’ EQUITY
Preferred Stock
Effective June 3, 2024, the Company amended its articles of incorporation to increase the number of authorized shares of preferred stock to
On July 2, 2024 the Company filed a Certificate of Designation, Preferences, and Rights with the State of Nevada to authorize the issuance of up to
On July 7, 2024, the Company issued
There were no issuances, conversions or other changes involving the Company’s preferred stock during the year ended May 31, 2026. As of May 31, 2026 and 2025, the Company had
22
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
Common Stock
Effective June 3, 2024, the Company amended its articles of incorporation to increase the number of authorized shares of common stock to
There were no issuances, conversions or other changes involving the Company’s common stock during the years ended May 31, 2026 and 2025. As of May 31, 2026 and 2025, the Company had
NOTE 11 - INCOME TAXES
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial-statement carrying amounts of assets and liabilities and their respective tax bases, as well as for net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply when the temporary differences are recovered or settled.
The Company recognizes the effect of an uncertain tax position only when it is more likely than not that the position will be sustained upon examination by the applicable taxing authority. The Company recognizes interest related to uncertain tax positions in interest expense and penalties in operating expenses. As of May 31, 2026 and 2025, the Company had no material unrecognized tax benefits and had not accrued any related interest or penalties.
The Company assesses the realizability of its deferred tax assets by considering all available positive and negative evidence, including historical operating results, the scheduled reversal of temporary differences, projected future taxable income and available tax-planning strategies. Based on the Company’s history of cumulative losses, limited revenues and uncertainty regarding its ability to generate sufficient future taxable income, management determined that it was more likely than not that the deferred tax assets would not be realized. Accordingly, the Company recorded a full valuation allowance against its net deferred tax assets as of May 31, 2026 and 2025.
As of May 31, 2026, the Company had net operating loss carryforward for tax purposes of $
The components of the Company’s deferred tax assets were as follows:
May 31, 2026 |
| May 31, 2025 | |||
Net operating loss carryforward | $ | ( |
| $ | ( |
Effective tax rate | x | 26.5% |
| x | 26.5% |
Deferred tax asset |
|
|
| ||
Less: Valuation allowance |
| ( |
|
| ( |
Net deferred asset | $ |
| $ | ||
Because the Company has recorded a full valuation allowance, the net deferred tax asset was zero as of both May 31, 2026 and May 31, 2025. The valuation allowance shown below equals the related deferred tax asset at each reporting date.
The income tax provision differs from the amount determined by applying the combined federal and state statutory income tax rate of 26.5% to income before income taxes for the year ended May 31, 2026, as follows:
Income tax expense at statutory rate | $ | 32,526 |
|
| 26.50% |
Unpaid interest |
| 17,134 |
|
| 13.96% |
Unpaid rent to related parties |
| 28,355 |
|
| 23.1% |
Amortization of debt premium |
| (120,632) |
|
| (98.28)% |
Change in valuation allowance |
| 42,617 |
|
| 34.72% |
Total | $ | - |
|
| 0% |
23
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
The comparative May 31, 2025 NOL carryforward and related deferred tax asset have been revised to agree with the filed May 31, 2025 federal income tax return. The 2025 effective tax rate reconciliation below has not been revised because the correction to the ending NOL carryforward does not, by itself, change the 2025 book income, the 2025 book-to-tax adjustments, or the income tax provision previously reported for that year.
The income tax provision differs from the amount determined by applying the combined federal and state statutory income tax rate of 26.5% to loss before income taxes for the year ended May 31, 2025, as follows:
Income tax expense at statutory rate | $ | (120,878) |
|
| 26.50% |
Unpaid interest to related party |
| 16,750 |
|
| (3.67)% |
Unpaid rent to related parties |
| 17,013 |
|
| (3.73)% |
Loss on settlement of debt |
| 146,194 |
|
| (32.05)% |
Amortization of debt premium |
| (118,390) |
|
| 25.95% |
Change in valuation allowance |
| 59,311 |
|
| (13.00)% |
| $ | - |
|
| 0% |
NOTE 12 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855), Subsequent Events, the Company has analyzed its operations subsequent to May 31, 2026 to the date these financial statements were issued, and has determined that it does not have any material subsequent events except for the following:
In August and September 2026, the Company’s CEO funded $
24
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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, 2026 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, 2026, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1.We do not have an adequate control environment or proper corporate governance – We have no risk assessment, information or communication, or monitoring processes in place and have no policies that require formal written approval for related party transactions. Additionally, the Board of Directors does not operate independently of management. Also, while not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2.We do not maintain appropriate internal controls – We do not have formal accounting policies and procedures and have not maintained sufficient internal controls over financial reporting. We lack segregation of duties or adequate levels of supervision and review and there are limited accounting resources with the appropriate knowledge of U.S. generally accepted accounting principles or SEC experience to ensure the financial reporting is free from material misstatements.
3.We do not have appropriate information technology controls – We retain copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2026, based on criteria established in Internal Control- Integrated Framework (2013) issued by COSO.
25
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, 2026. 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 has been no change in the Company’s internal control over financial reporting during the 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.
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
None.
26
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Company Officers and Directors
The names and ages of our directors and executive officers are set forth below. Also included is their principal occupation(s). 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 | Age | Position(s) |
Scott McAlister | 45 | Director, CEO/CFO |
Mr. McAlister has served in his capacity as a Director since June 2022, and as CEO/CFO since September 2022. He has been involved in commercial real estate development for the last fifteen years. Mr. McAlister is a licensed general contractor in Florida. He graduated in 2000, from the University of North Florida, Jacksonville Florida, with a bachelor’s degree in psychology.
Term of Office
A 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 director holds office until removed by the Board or until his resignation appoints our officer.
Corporate Governance
Our Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our sole Director. The Company has not adopted a Code of Ethics as we have no employee and only one officer/director. The Company does not have a formal process for shareholders to communicate with the Board of Directors as we have only one director. A shareholder may direct a letter to the Company and the Director, who is also our only officer will receive it.
Director Independence
The Company has adopted the NASDAQ Listing Rules; Rule 5605 and 5605 (a) (20, for determining the independence of its directors. Directors are deemed independent only if the Board affirmatively determines that the director has no material relationship with the Company directly or as an officer, share owner or partner of an entity that has a relationship with the Company or any other relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our sole director is also the majority holder of the voting stock of the Company. As such he is not independent as that term is defined under the aforestated NASDAQ Listing Rules.
Insider Trading Arrangements and Policies
During the year ended May 31, 2025, no director or officer of the Company adopted or terminated a “rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as such terms are defined in Item 408(a) of Regulation S-K.
The Company has not adopted insider trading policies and procedures as there is only one officer and director.
Item 11. Executive Compensation
The following table sets forth the compensation paid by us for the years ended May 31, 2026 and 2025 for our executive officers and directors. 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 and directors.
27
EXECUTIVE COMPENSATION SUMMARY 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$) | Total (US$) |
Scott W. McAlister CEO, CFO | 2026 | $- | $- | $- | $- | $- | $- | $- | $- |
2025 | $- | $- | $- | $- | $- | $- | $- | $- |
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Title of class | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Common Stock |
Common Stock | Scott McAlister | 171,579,984 (1) | 83.34% |
(1)Represents 36,376,000 shares of common stock plus 135,203,984 shares of common stock obtainable through the conversion of four different promissory notes held by Mr. McAlister or companies owned by Mr. McAlister, whereby the Holder has the right to convert all or part of the note and its accrued interest at $0.005 per share. Does not include 5,000,000 Preferred A stock, as it is not convertible into shares of the Company’s common stock.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Related Party Transactions
During the year ended May 31, 2026, the Company’s President, Chief Executive Officer, and sole director, either individually or through entities he controls, advanced $58,950 to the Company and received repayments of $21,000.
During the year ended May 31, 2025, the Company’s President, Chief Executive Officer, and sole director, either individually or through entities he controls, advanced $34,400 to the Company and received repayments of $15,000. In June 2024, the Company issued a convertible promissory note in the principal amount of $186,089 to Scott McAlister, the Company’s Chief Executive Officer, in settlement of unpaid rent of $69,550, advances of $83,159 and accrued interest of $33,380 owed to Mr. McAlister and/or entities he controls. See below for the terms and conditions of the Company’s related-party convertible notes.
As of May 31, 2026, and 2025, advances from related parties were $57,350 and $19,400, respectively.
Related Party Convertible Notes Payable
The Company has outstanding convertible promissory notes with its Chief Executive Officer and entities controlled by him. As of May 31, 2026 and 2025, accrued interest payable to related parties was $122,864 and $58,208,
28
respectively. Interest expense related to these notes was $64,656 and $63,208 for the years ended May 31, 2026 and 2025, respectively. See Note 8 for additional information regarding the terms, conversion provisions, maturities and carrying amounts of these notes.
In May 2022, Alain Parrik assigned to Okie LLC a convertible note with an outstanding principal balance of $85,000 owed by the Company. Under the terms of the note, the outstanding principal is convertible into shares of the Company’s common stock at a fixed conversion price of $0.005 per share. In November 2022, Okie LLC assigned the note to Scott McAlister, CEO, for consideration. As of May 31, 2026 and 2025, the outstanding principal balance was $85,000, it is due on demand, and has an interest rate of 0%.
In November 2022, the Company issued a convertible promissory note in the principal amount of $135,000 to Scott McAlister, the Company’s CEO, for funds previously advanced to the Company. The note has a four-year term, bears interest at 12% per annum and is convertible into shares of the Company’s common stock at a fixed conversion price of $0.04 per share. The note matures in November 2026. As of May 31, 2026 and 2025, the outstanding principal balance was $135,000.
In February 20, 2024, the Company issued a convertible promissory note in the amount of $187,852 to 10 N Newnan, LLC, a Company controlled by the CEO, for the prepayment of the lease entered in February 2023 for three years from February 2023 to January 2026 for the property at 10 N Newnan Street, Jacksonville, FL 32202. In February 2024, prior to the issuance of the note, the lease was extended for an additional two years to January 2028. The total payments for the remaining four years were $375,704 and the landlord offered a 50% discount for the prepayment, along with a forgiveness of the $93,926 in unpaid rent to that point. The Company issued this note to pay off the lease. The note has a term of four years, the interest rate is 10% per annum and the conversion price is $0.005 per share of common stock. The maturity date is February 20, 2028. The Company recognized the note at its fair value of $1,126,841, the present value of the lease liabilities that were paid off was $297,229, and prepaid interest of $78,476 was recorded, resulting in a loss on settlement of debt of $751,136. The note was issued with a premium of $938,989, with amortization of $234,587 for each of the years ended May 31, 2026 and 2025. As of May 31, 2026 and 2025, the carrying amounts of the note were $592,755 and $827,341, respectively, including unamortized premiums of $404,902 and $639,489, respectively.
In February 20, 2024, the Company issued a convertible promissory note in the amount of $101,760 to 1268 Church Street, LLC, a Company controlled by the CEO, for the prepayment of the lease entered in January 2024 for three years from January 2024 to December 2026 for the property at 1268 Church Street, Jacksonville, FL 32202. In February 2024, prior to the issuance of the note, the lease was extended for an additional two years to December 2028. The total payments for the five years was $203,520, none of which had been paid, and the landlord offered a 50% discount on the unpaid amounts for the prepayment. The Company issued this note to pay off the lease. The note has a term of five years, the interest rate is 10% per annum and the conversion price is $0.005 per share of common stock. The maturity date is February 20, 2029. The Company recognized the note at its fair value of $654,125, the present value the lease liabilities that were paid off was $148,735, and prepaid interest of $48,001 was recorded, resulting in a loss on settlement of debt of $457,389. The note was issued with a premium of $552,365, with amortization of $110,352 for each of the years ended May 31, 2026 and 2025. As of May 31, 2026 and 2025, the carrying amounts of the note were $402,885 and $513,237, respectively, including unamortized premiums of $301,125 and $411,477, respectively.
In February 20, 2024, the Company issued a convertible promissory note in the amount of $117,593 to 2600 Blanding Blvd., LLC, a Company controlled by the CEO, for the prepayment of the lease entered in February 2024 for five years from February 2024 to January 2029 for the property at 2502 Blanding Blvd, Jacksonville, FL 32210. The total payments for the five years are $235,185 and the landlord offered a 50% discount for the prepayment. The Company issued this note to pay off the lease. The note has a term of five years, the interest rate is 10% per annum and the conversion price is $0.005 per share of common stock. The maturity date is February 20, 2029. The Company recognized the note at its fair value of $755,901, the present value of the lease liabilities that were paid off was $176,213, and prepaid interest of $58,973 was recorded, resulting in a loss on settlement of debt of $520,716. The note was issued with a premium of $638,308 with amortization of $26,203 recognized during the year ended May 31, 2023. On May 6, 2024, the note, with a principal balance of $117,593, and its accrued interest of $2,287 was converted to 23,976,000 shares of common stock at the price of $0.005 per share and $612,105 of unamortized premium was recognized as other income. The note had no outstanding balance as of May 31, 2026 or 2025.
On June 28, 2024, the Company issued a convertible promissory note in the amount of $186,089 to Scott McAlister, CEO, to pay off the unpaid rent of $69,550, advances of $83,159 and the unpaid interest of $33,380. The note has a
29
term of five years, the interest rate is 10% per annum and the conversion price is $0.005 per share of common stock. The maturity date is June 28, 2029. The Company recognized the note at its fair value of $737,766. The note was issued with a premium of $551,677, which would be amortized over the term of the note. Amortization of the note premium was $110,275 and $101,801 for the years ended May 31, 2026 and 2025, respectively. As of May 31, 2026 and 2025, the carrying amounts of the note were $525,690 and $635,965, respectively, including unamortized premiums of $339,585 and $449,860, respectively.
Related Party Leases and Sublease Arrangements
Lease of Premises at 10 N Newnan Street
In February 2023, the Company entered into a lease with 10 N Newnan LLC, an entity controlled by the Company’s CEO, for office space located at 10 N Newnan Street, Jacksonville, Florida 32202. The lease commenced on February 1, 2023 and had an initial term of 36 months.
In February 2024, the lease was extended for an additional two years through January 31, 2028. At the modification date, the Company remeasured the ROU asset and lease liability of $297,229 using a discount rate of 12%.
Following the extension, the landlord agreed to a discount in exchange for prepayment of the remaining lease obligation. In February 2024, the Company prepaid the lease by issuing a convertible promissory note. See Note 8. The Company recorded prepaid rental interest of $78,476 in connection with the transaction.
As of May 31, 2026 and 2025, the ROU asset associated with this lease was $141,246 and $213,444, respectively, and prepaid rental interest was $15,298 and $37,026, respectively. Lease expense related to this property was $93,926 for each of the years ended May 31, 2026 and 2025, of which $21,932 and $0, respectively, was allocated to cost of sales for the portion of the property that was subleased.
Lease of Premises at 2652 Blanding Boulevard
In February 2023, the Company entered into a lease with 2600 Blanding Blvd., LLC, an entity controlled by the Company’s CEO, for the property located at 2652 Blanding Boulevard, Jacksonville, Florida 32210. The lease commenced on February 1, 2023 and had a term of 36 months through January 31, 2026.
At the lease commencement date, the Company recognized an ROU asset and lease liability of $145,341 using a discount rate of 12%. The lease required monthly base rent of $5,000 and additional monthly direct costs of $350 and provided for free rent during the first three months. The Company also had the option to settle all or a portion of the rent through the issuance of shares of its common stock.
No monthly lease payments were made under this arrangement. Upon expiration of the lease in January 2026, the related ROU asset was fully amortized. As of May 31, 2026 and 2025, the ROU asset associated with this lease was $0 and $37,370, respectively.
As of May 31, 2026, the Company had unpaid rent of $107,000 relating to the expired lease. The amount remained classified as an operating lease liability in default as of May 31, 2026. As of May 31, 2025, the related operating lease liability was $105,137.
During the years ended May 31, 2026 and 2025, rental expenses related to this property was $39,233 and $58,850, respectively, of which $0 and $22,068, respectively, were allocated to cost of sales for the portion of property that was subleased.
Lease of Premises at 1268 Church Street
In January 2024, the Company entered into a lease with 1268 Church Street LLC, an entity controlled by the Company’s CEO, for the property located at 1268 Church Street, Jacksonville, Florida 32202. The lease commenced on January 1, 2024 and had an initial term of 37 months.
At the lease commencement date, the Company recognized an ROU asset and lease liability of $104,472 using a discount rate of 12%. In February 2024, the lease was extended through December 31, 2028. At the modification date, the Company remeasured the ROU asset and lease liability at $148,735 using a discount rate of 12%.
30
Following the extension, the landlord agreed to a discount in exchange for prepayment of the remaining lease obligation. The Company prepaid the lease by issuing a convertible promissory note. See Note 8. The Company also recorded prepaid rental interest of $48,001 in connection with the transaction.
As of May 31, 2026 and 2025, the ROU asset associated with this lease was $90,031 and $118,076, respectively, and prepaid rental interest was $15,121 and $27,780, respectively. Lease expense related to this property was $40,704 for each of the years ended May 31, 2026 and 2025.
Lease of Premises at 2502 Blanding Boulevard
In February 2024, the Company entered into a lease with 2600 Blanding Blvd., LLC, an entity controlled by the Company’s CEO, for the property located at 2502 Blanding Boulevard, Jacksonville, Florida 32210. The lease commenced on February 1, 2024 and has a term of 60 months through January 31, 2029.
At the lease commencement date, the Company recognized an ROU asset and lease liability of $176,213 using a discount rate of 12%. Also in February 2024, the landlord agreed to a discount in exchange for prepayment of the remaining lease obligation, and the Company prepaid the lease by issuing a convertible promissory note. See Note 8. The Company also recorded prepaid rental interest of $58,973 in connection with the transaction.
As of May 31, 2026 and 2025, the ROU asset associated with this lease was $106,890 and $138,977, respectively, and prepaid rental interest was $18,542 and $33,493, respectively. Lease expense related to this property was $47,037 for each of the years ended May 31, 2026 and 2025.
Sublease for Premise at 10 N Newnan Street
Effective March 1, 2026, the Company entered into a new sublease agreement with RLSH, LLC (an entity controlled by the Company’s CEO) for 2,900 square feet located on the front portion of the first floor of the Company’s leased property at 10 N Newnan Street, Jacksonville, Florida. The 2,900 square feet subleased represents 93.4% of the 3,105 square feet covered by the primary lease.
The sublease provides for annual base rent of $84,000, payable in monthly installments of $7,000, plus additional costs and expenses incurred in connection with subleasing the premises. The sublease does not require a security deposit. The sublease is subordinate to the primary lease and will terminate if the primary lease is terminated before the scheduled expiration of the sublease. The sublease agreement provided for an initial term through August 31, 2026. Subsequent to August 31, 2026 the space is being leased on a month-to-month basis to the same related party for the same $7,000 monthly installment.
The Company recognized rental income of $21,000 under the new sublease and recognized costs of sales of $21,931 during the year ended May 31, 2026.
Stockholders’ Equity
On July 7, 2024, the Company issued 5,000,000 shares of Series A Preferred stock to our CEO. The shares of Series A Preferred Stock were issued in replacement for the same number of shares of preferred stock he received when he originally purchased the shares of preferred stock from the prior CEO, as it was determined the prior issuance of the shares of preferred stock was deficient in that the state filing did not include the certificate of rights and preferences for the original issuance.
Item 14. Principal Accounting Fees and Services
For the fiscal years ended May 31, 2026 and 2025, we incurred $28,750 and $27,000, respectively, in fees to our principal independent accountants Mac Accounting Group & CPAs, LLP for professional services rendered in connection with annual audit and quarterly reviews.
For the fiscal years ended May 31, 2026 and 2025 we incurred no audited related fees, tax related fees, or other fees from our principal independent accountants.
31
PART IV
Item 15. Exhibits and Financial Statements Schedules
(a)List of documents filed as part of this Report:
(1)Financial Statements
The financial statements are included under Item 8 of this Annual Report on Form 10-K.
(2)Financial Statement Schedules
All schedules have been omitted because the required information is included in the financial statements included under Item 8 of this Annual Report on Form 10-K or the notes thereto, or because it is not required.
(3)Financial Statement Schedules
See exhibits listed under Part (b) below.
(b)Exhibits
Exhibit |
|
|
Number |
| Exhibit Description |
|
|
|
3(i)* |
| Articles of Incorporation, as amended |
3(ii)** |
| Bylaws, as amended |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 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. | |
| Certification pursuant to 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) |
* Previously filed as exhibits to Registration Statement on Form S-1 filed August 9, 2016.
** Previously filed as exhibits to Registration Statement on Form S-1/A filed September 21, 2016.
Item 16. Form 10-K Summary
Not applicable.
32
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CANNABIS SUISSE CORP. | |
| (Registrant) | |
|
| |
|
| |
September 25, 2026 | By: | /s/ Scott McAlister |
|
| Scott McAlister |
|
| Chief Executive Officer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
September 25, 2026 | By: | /s/ Scott McAlister |
|
| Scott McAlister |
|
| Chief Executive Officer, Chief Financial Officer, Principal Accounting officer |
33
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Scott McAlister, certify that:
1.I have reviewed this annual report on Form 10-K of Cannabis Suisse Corp.;
2.Based on my knowledge, this annual 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 annual report;
3.Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 annual 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.
September 25, 2026 | By: | /s/ Scott McAlister |
|
| Scott McAlister |
|
| Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Scott McAlister, certify that:
1.I have reviewed this annual report on Form 10-K of Cannabis Suisse Corp.;
2.Based on my knowledge, this annual 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 annual report;
3.Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 annual 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.
September 25, 2026 | By: | /s/ Scott McAlister |
|
| Scott McAlister |
|
| Chief Financial Officer, Principal Accounting Officer |
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 2026 annual report of Cannabis Suisse Corp. (the “Company”) on Form 10-K for the annual period ended May 31, 2026, 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.
September 25, 2026 | By: | /s/ Scott McAlister |
|
| Scott McAlister |
|
| Chief Executive Officer |
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 2026 annual report of Cannabis Suisse Corp. (the “Company”) on Form 10-K for the annual period ended May 31, 2026, 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.
September 25, 2026 | By: | /s/ Scott McAlister |
|
| Scott McAlister |
|
| Chief Financial Officer, Principal Accounting Officer |