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 checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).
☐ Large accelerated filer | ☐ Accelerated filer |
☒ | |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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 December 31, 2022, 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
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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
General
Cannabis Suisse Corp. (the “Company”, “we” or “our”) is engaged in the rental of commercial office and industrial space. We currently sublease a portion of a commercial building to a third party. We lease the building from a company 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 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.
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.
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
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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 2. Description of Property
We do not own any property except minimal office furniture. We lease our office from a company controlled by our CEO. In February 2023, the Company leased two real properties, and one of which is for the office and the other to be subleased for rental income. The Company sub-leased a portion of its leased office building for one year from February 2023 to January 2024.
Item 3. Legal Proceedings
None.
Item 4. Mine Safety Disclosures
Not applicable.
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 6, 2023, was $0.02 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 2022 |
| High |
| Low | ||
Quarter ended August 31 |
| $ | 0.08 |
| $ | 0.03 |
Quarter ended November 30 |
| $ | 0.08 |
| $ | 0.03 |
Quarter ended February 28 |
| $ | 0.03 |
| $ | 0.02 |
Quarter ended May 31 |
| $ | 0.03 |
| $ | 0.01 |
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FY 2023 |
| High |
| Low | ||
Quarter ended August 31 |
| $ | 0.30 |
| $ | 0.01 |
Quarter ended November 30 |
| $ | 0.21 |
| $ | 0.03 |
Quarter ended February 28 |
| $ | 0.15 |
| $ | 0.03 |
Quarter ended May 31 |
| $ | 0.12 |
| $ | 0.02 |
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Number of Holders
As of August 31, 2023, there were a total of 15 stockholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended May 31, 2022 and 2021. We do not expect to pay any dividends in the near future.
Authorized Capital Stock
The Company has 250,000,000 shares of common stock, $0.001 par value, and 20,000,000 shares of preferred stock, $0.001 par value, authorized.
Other Stockholder Matters
None.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Background
In June 2022, the majority stockholder, who served as the Company’s CEO sold his stock position to the current CEO and sole director. At such time the Company ceased any and all operations associated with the cannabis industry. The Company then focused its efforts toward real estate operations. In February 2023, we leased a commercial building from a company controlled by our CEO and subleased a portion of the building to a third party. The term of the sublease is one year and the annual rent is $30,000.
Results of operations for the fiscal year ended May 31, 2022, reflect the prior operations of the Company when it was involved in the cannabis business. Consequentially, the financial results of operation for that period have no relevance to the Company current operations.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations for the years ended May 31, 2023, and 2022:
Revenue
For the year ended May 31, 2022, the Company generated total revenue of $7,770 from selling products to customers. The cost of goods sold for the year ended May 31, 2022, was $1,734.
For the year ended May 31, 2023, the Company generated total revenue of $10,000 from its real estate renting business. The cost of renting for the year ended May 31, 2023 was $9,166.
Operating expenses
Total operating expenses for the year ended May 31, 2022 were $163,191. The operating expenses for the year ended May 31, 2022 included professional fees of $25,580; depreciation expense of $1,999 and general and administrative expenses of $135,612.
Total operating expenses for the year ended May 31, 2023 were $343,516. The operating expenses for the year ended May 31, 2023, included professional fees of $278,570 which included $78,420 of legal fees, $36,200 in accounting,
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other consulting fees of $128,700 and $35,250 in audit fees; depreciation expense of $4,244 and general and administrative expenses of $60,702.
The increase in operating expenses is related to the increase of the professional fees due to significance of business activities and SEC filings in the year ended May 31, 2023. In February 2023, the Company signed two leases with a related party for two real properties, respectively for its own office and also sub-leased 50% of one property to a third party.
The total other expenses (income) for the years ended May 31, 2023 and 2022 were $8,865 and $30,735, respectively. The other expenses for the year ended May 31, 2023 contained only interest expenses of $8,865, while for the year ended May 31, 2022, the other expenses contained $63,579, loss on asset disposal of $2,384, gain on extinguishment of debt and gain on fair value the derivative liabilities, and the net of those items was the expense of $30,735.
Net Loss
The net loss for the years ended May 31, 2023 and 2022 was $351,547 and $187,890, respectively.
Liquidity and Capital Resources and Cash Requirements
As of May 31, 2023, the Company had cash of $199. Furthermore, the Company had a working capital deficit of $329,092 and $274,092 on May 31, 2023 and 2022, respectively.
During the year ended May 31, 2023, the Company used $163,960 of cash in operating activities due to its net loss of $351,547; depreciation of $4,244; stock payment for services of $124,000; increase in accounts payable of $10,770; increase in accrued interest of $8,865; and increase in prepayments of $4,500.
During the year ended May 31, 2022, the Company used $32,089 of cash in operating activities due to its net loss of $187,890; depreciation of $1,999; gain on extinguishment of debt of $32,774; change in fair value of derivative liability $2,454; amortization of debt discount $63,579; increase in accounts payable of $883; increase in accrued wages of $120,000, decrease in inventory of $1,734; increase in loss on asset disposal of $2,384 and decrease in prepaid expenses of $450.
During the years ended May 31, 2023 and 2022 the Company did not have cash in investing activities.
During the year ended May 31, 2023, the Company generated $164,159 of cash in financing activities, which came from advances from related parties of $29,159, and convertible notes payable of $135,000.
During the year ended May 31, 2022, the Company increase $32,089 of cash in financing activities, which came from advances from related parties.
In its audited financial statements as of May 31, 2023, the Company was issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others, and loans from our director. We must raise cash to implement our plan and stay in business.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments
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that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
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, 2023 and 2022
Table of Contents
5
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Cannabis Suisse Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Cannabis Suisse Corp. (the Company) as of May 31, 2023 and 2022, and the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended May 31, 2023, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended May 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company has limited revenues and recurring losses as of May 31, 2023 and has not completed its efforts to establish a stabilized source of revenues to cover operating costs over an extended period of time. These factors, and the need for additional financing in order for the Company to meet its business plans, raise substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters 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 were no critical audit matters.
We have served as the Company’s auditor since 2019.
PCAOB Firm ID#
September 12, 2023
3001 N. Rocky Point Dr. East, Suite 200 * Tampa, Florida 33607 * 813.367.3527 |
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CANNABIS SUISSE CORP.
BALANCE SHEETS
May 31, 2023 |
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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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Derivative Liability |
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Total Current Liabilities |
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Convertible Note Payable - Related Party |
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Operating Lease Liabilities - Long-term |
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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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Preferred stock, par value $ authorized, |
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Common stock, par value $ authorized, outstanding as of May 31, 2023, and 2022, respectively |
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Additional Paid-In-Capital |
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Unearned Compensation |
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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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REVENUES |
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OPERATING LOSS |
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Interest expense, net |
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PROVISION FOR INCOME TAXES |
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NET LOSS | $ | ( |
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NET LOSS PER SHARE: BASIC AND DILUTED | $ | ( |
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The accompanying notes are an integral part of these financial statements.
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CANNABIS SUISSE CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
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Balance, May 31, 2021 | $ | $ | $ | $ | $ | ( | $ | ( | ||||||
Conversion of Common Shares into Preferred Shares |
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Balance, May 31, 2022 | $ | $ | $ | $ | $ | ( | $ | ( | ||||||
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Issuance of Common Stock for Services |
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Balance, May 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||
The accompanying notes are an integral part of these financial statements.
9
CANNABIS SUISSE CORP.
STATEMENTS OF CASH FLOWS
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OPERATING ACTIVITIES |
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Adjustments to reconcile net loss to net cash used in operations: |
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Changes in assets and liabilities: |
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FINANCING ACTIVITIES |
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Cash at end of period | $ |
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SUPPLEMENTAL |
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Cash paid for interest | $ |
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Noncash Investing and Financing Information |
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Operating lease right-of-use assets exchanged for operating leases | $ |
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Conversion of accrued wages and other debt to equity | $ |
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Conversion of accrued wages to convertible note | $ |
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Contribution of assets | $ |
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The accompanying notes are an integral part of these financial statements.
10
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2023, and 2022
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
The Company was engaged in the business of production of OTC (over-the-counter) products - for example CBD oils, retail branded cigarettes and also some health-related supplements. The Company uses various distribution channels for various types of customers. The Company’s products can be sold to both corporate customers and individual clients.
In late May 2022, the former shareholder signed an agreement to sell all his stock to Mr. Scott McAlister. The stock purchase agreement was closed in early June 2022. As a result, the Company is no longer in the aspect of the cannabis industry, or involved in the health-related supplements business. Since the ownership change, the Company started its real estate business, and in February 2023, the Company leased two properties and one of them has been leased out for rental revenue.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The 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 a limited amount of cash and cash equivalents as of May 31, 2023 and no cash as of May 31, 2022.
Rent Receivable
The Company recognizes rent receivable from tenants for the use of its leased properties. Rent receivable is recorded at the amount is due on a monthly basis. The carring amount of rent receivable is reduced by an allowance for doubtful accounts, which reflects the estimated amount of uncollectible rent.
The Company assesses the collectability of rent receivable based on historical collection experience and tenant payment history. If it is determined that specific rent receivable is written off against the allowance for doubtful accounts. Receivables of previously written-off rent receivable are recorded when received.
As of May 31, 2023, the Company’s rent receivable balance was $0. The allowance for doubtful accounts is based on management’s assessment of potential credit losses and is reviewed periodically for adequacy.
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 | |
Office machines, IT equipment | |
Leasehold Improvements |
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 and comprehensive loss. The cost of maintenance and repairs is charged to the statements of operations and comprehensive loss as incurred, whereas significant renewals and betterments are capitalized.
Leases
11
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2023, and 2022
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 are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities (short term and long term) in 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.
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, 2023 and 2022, 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.
Derivatives
Derivative instruments are recognized in the financial statements at fair value. Where the Company has entered into master netting agreements with counterparties, the derivative positions are netted by counterparties and are reported accordingly in other assets or other liabilities. Changes in the fair value of derivative instruments are recognized in earnings each period, unless the derivative is designated and qualifies as a cash flow or net investment hedge.
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
12
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2023, and 2022
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 lease 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.
As of May 31, 2023, the Company recognized rent revenue of $10,000 from its lease agreement. This amount represents the portion of the total lease payments expected to be earned over the lease term.
Cost of Goods Sold
Cost of goods sold includes direct costs of selling items, direct labor cost, rent expense and electricity.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with ASC 260, Earnings per Share. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of May 31, 2023 and 2022, there were no potentially dilutive debt or equity instruments issued or outstanding.
Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended May 31, 2023 that are of significance or potential significance to the Company.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues and recurring losses as of May 31, 2023. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 4 - PROPERTY AND EQUIPMENT
May 31, 2023 |
| May 31, 2022 | |||
Office equipment | $ |
| $ | ||
Furniture |
|
|
| ||
Accumulated depreciation |
| ( |
|
| |
Net property and equipment | $ |
| $ | ||
For the years ended May 31, 2023 and 2022, the Company recognized depreciation expense in the amount of $
13
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2023, and 2022
NOTE 5 - COMMITMENTS AND CONTINGENCIES
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of May 31, 2023, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company’s former President, Suneetha Nandana Silva Sudusinghe, agreed to provide interest free advances, due on demand, to the Company up to $100,000. For the years ended May 31, 2023 and 2022, Suneetha Nandana Silva Sudusinghe advanced to the Company $
In June 2022, the ownership changed, and the current major shareholder took the position of the president. For the years ended May 31, 2023 and 2022, the current president advanced to the Company $
In November 2022, the Company issued a convertible note payable to the major shareholder in the amount of $
As of May 31, 2023 and 2022, the balances of advances from related parties were $
In June 2022, the major stockholder made contributions of office equipment and furniture to the Company. The total value of the contributions was $
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 $
In May 2022, Alain Parrik assigned his convertible note of $
In November 2022, the Company issued a convertible promissory note in the principal of $
NOTE 8 - LEASES
In February 2023, the Company signed a lease to rent the office at 10 Newman Street, Jacksonville, FL 32202, with 10 N Newnan LLC, a related party owned by its CEO. The lease commencement date is February 1, 2023 and the lease term is thirty-six months. Based on the criteria and according to ASC 842, the Right-of-Use (ROU) asset is $
14
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2023, and 2022
In February 2023, the Company signed a lease to rent the property at 2652 Blanding Blvd, Jacksonville, FL 32210, with 2600 Blanding Blvd., LLC, a related party owned by its CEO. The lease commencement date is February 1, 2023 and the lease term is thirty-six months. Based on the criteria and according to ASC 842, the Right-of-Use (ROU) asset is $
In February 2023, the Company signed a sub-lease as the lessor to rent a portion of the property at 2652 Blanding Blvd to a third party private company. The monthly rent is $
The following table summarizes the presentation in the Company’s balance sheet of its operating leases.
|
| As of May 31, 2023 | |
Assets |
|
| |
Operating Lease |
| $ | |
Less: Accumulated Amortization |
|
| ( |
Total |
| $ | |
|
|
|
|
Liabilities |
|
|
|
Lease liabilities - Short-term |
| $ | |
Lease liabilities - Long-term |
|
| |
Total operating lease liabilities |
| $ | |
|
|
|
|
Future minimum lease payments as of May 31, 2023: |
|
|
|
|
|
|
|
Lease commitments |
|
|
|
Jun 2023 - May 2024 |
| $ | |
Jun 2024 - May 2025 |
|
| |
Jun 2025 - Jan 2026 |
|
| |
|
|
|
|
Total undiscounted lease payments |
|
| |
Imputed interest |
|
| ( |
|
|
|
|
Total operating lease liabilities |
| $ | |
NOTE 9 - STOCKHOLDERS’ EQUITY
On March 17, 2021, the Board of Directors, along with the majority stockholder, resolved that the
On January 11, 2023, the Company issued
15
CANNABIS SUISSE CORP.
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2023, and 2022
NOTE 10 - INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.
The Company has no tax position at May 31, 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at May 31, 2023. The Company’s utilization of any net operating loss carryforward may be unlikely as a result of its intended activities.
The valuation allowance at May 31, 2023 was $
Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of May 31, 2023 and 2022. All tax years since inception remains open for examination only by taxing authorities of US Federal and state of Nevada.
The Company has a net operating loss carryforward for tax purposes totaling $
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate of
May 31, 2023 |
| May 31, 2022 | |||
Net operating loss carryforward | $ | ( |
| $ | ( |
Effective tax rate |
| 21% |
|
| 21% |
Deferred tax asset |
|
|
| ||
Less: Valuation allowance |
| ( |
|
| ( |
Net deferred asset | $ |
| $ | ||
NOTE 11 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855), Subsequent Events, the Company has analyzed its operations subsequent to May 31, 2023 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose.
16
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A(T) Controls and Procedures
Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2023 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, 2023, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1.We do not have an Audit Committee - While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost 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 did not maintain appropriate cash controls - As of May 31, 2023, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions.
3.We did not implement appropriate information technology controls – As at May 31, 2023, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2023, based on criteria established in Internal Control- Integrated Framework (2013) issued by COSO.
System of Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
17
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, 2023. 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.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the 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 | 42 | 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.
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
18
holder of the voting stock of the Company. As such he is not independent as that term is defined under the afore stated NASDAQ Listing Rules.
Item 11. Executive Compensation
The following table sets forth the compensation paid by us for the years ended May 31, 2023 and 2022 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.
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$) | Total (US$) |
Suneetha Sudusinghe, President, CEO, CFO | 2023 | $- | $- | $- | $- | $- | $- | $- | $- |
2022 | $70,000 | $- | $- | $- | $- | $- | $- | $70,000 | |
|
|
|
|
|
|
|
|
|
|
Alain Parrik, COO | 2023 | $- | $- | $- | $- | $- | $- | $- | $- |
2022 | $40,000 | $- | $- | $- | $- | $- | $- | $40,000 | |
|
|
|
|
|
|
|
|
|
|
Butkus Mantas, Director | 2023 | $- | $- | $- | $- | $- | $- | $- | $- |
2022 | $10,000 | $- | $- | $- | $- | $- | $- | $10,000 |
The pay examined in this delivers all remuneration recompensed to, earned by, or paid to our named executive officers and directors.
Our current CEO/CFO receives no compensation for his services at this time.
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 | 37,775,000 (1) | 61% |
(1)Represents 12,400,000 shares of common stock and 5,000,000 shares of preferred stock convertible into common stock on a one-to-one basis. The principal amount of the note is $85,000. The preferred stock votes on a one to ten basis. Also includes 17,000,000 shares of common stock obtainable through the conversion of a promissory note whereby the Holder has the right to convert all or part of the note at $.005 per share. Also includes 3,375,000
19
shares of common stock obtainable through the conversion of a convertible promissory note in the principal amount of $135,000, excluding any interest.
Item 13. Certain Relationships and Related Transactions
The Company’s former President, Suneetha Nandana Silva Sudusinghe, agreed to provide interest free advances, due on demand, to the Company up to $100,000. For the years ended May 31, 2023 and 2022, Suneetha Nandana Silva Sudusinghe advanced to the Company $0 and $1,589, respectively.
In June 2022, the ownership changed, and the current major stockholder took the position of the CEO. For the years ended May 31, 2023 and 2022, the current CEO advanced to the Company $29,159 and $0, respectively.
In November 2022, the Company issued a convertible note payable to the major shareholder in the amount of $135,000 to pay off the funds advanced from, and the operating expenses paid by the stockholder. See Note 7 Convertible Notes Payable for terms and conditions.
As of May 31, 2023 and 2022, the balances of advances from related parties were $29,159 and $1,589, respectively.
In June 2022, Our CEO made contributions of office equipment and furniture to the Company. The total value of the contributions was $33,100.
We have a sublease for our corporate office with a company controlled by our CEO. The term of the sublease is one year ending February 1, 2024. The rent is $30,000 for the term of the sublease. We lease a building from a company controlled by our CEO of which we sublease a portion to a third party. The term of the lease is three years ending January 31, 2026. The monthly rent is $4,583 for the term of the lease. For both leases we have the ability to pay the rent in cash or shares of our common stock.
In November 2022, we issued a convertible promissory note to our CEO for advances he made to the Company. The principal amount of the note is $135,000, the term is three years and the interest rate is 12% per year. The note provides that the holder may convert all or a portion of the note into shares of the Company’s Common Stock on the basis of one share of common stock for each $.04 in principal and any accrued but unpaid interest.
Item 14. Principal Accounting Fees and Services
During the fiscal year ended May 31, 2022, we incurred approximately $18,000 in fees to our principal independent accountants Accell Audit & Compliance, P.A. for professional services rendered in connection with annual audit and quarterly reviews.
During the fiscal year ended May 31, 2023, we incurred approximately $35,250 in fees to our principal independent accountants Accell Audit & Compliance, P.A. for professional services rendered in connection with annual audit and quarterly reviews.
During the fiscal years ended May 31, 2023 and 2022 we incurred no audited related fees, tax related fees, and $0 in all other fees.
20
PART IV
Item 15. Exhibits, 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 |
3(ii)**** |
| ByLaws |
31.1* |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
31.2* |
| Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
32.1** |
| Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
32.2** |
| 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.
21
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 12, 2023 | 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 12, 2023 | By: | /s/ Scott McAlister |
|
| Scott McAlister |
|
| Chief Executive Officer, Chief Financial Officer, Principal Accounting officer |
22