Going concern warning in Cannabis Suisse (OTC: CSUI) amended annual report

Rhea-AI Filing Summary

Cannabis Suisse Corp. (CSUI) filed an amended annual report for the year ended May 31, 2025. The amendment is narrowly focused and was made solely to update the date of the Report of the Independent Registered Public Accounting Firm, replacing the version previously included on page 8 of the original filing. No other changes were made to the annual report.

The independent auditor, Mac Accounting Group & CPAs, LLP, issued an unqualified opinion stating that the financial statements present fairly the company’s financial position and results in conformity with U.S. GAAP. However, the auditor included a going concern paragraph noting that Cannabis Suisse Corp. has suffered recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. As of November 30, 2024, the aggregate market value of common stock held by non-affiliates was $7,862,930, and 70,680,938 common shares were issued and outstanding as of September 12, 2025.

Positive

• None.

Negative

• Auditor going concern warning: The independent auditor states that recurring losses from operations and a net capital deficiency raise substantial doubt about Cannabis Suisse Corp.’s ability to continue as a going concern, indicating significant financial distress risk.

Insights

Audit & Reporting Risk Analyst

Amendment is technical, but auditor flags substantial going concern risk.

The amended filing is administrative, updating only the date of the independent auditor’s report without changing any underlying financial data or disclosures. The core audit opinion is clean, affirming that the financial statements for the two years ended May 31, 2025 are presented fairly in accordance with U.S. GAAP.

The key investor-relevant disclosure is the auditor’s going concern paragraph. It highlights that Cannabis Suisse Corp. has recurring operating losses and a net capital deficiency, which together raise substantial doubt about its ability to continue as a going concern. The financial statements are prepared assuming continued operations and do not reflect potential adjustments if the company cannot continue.

This going concern language is a material red flag from a credit and equity risk perspective. It signals that the company’s future depends heavily on management’s plans described in Note 3 and on access to sufficient capital or improved operations. The market context provided—aggregate market value of $7,862,930 for non-affiliate holdings as of November 30, 2024 and 70,680,938 shares outstanding as of September 12, 2025—frames the scale of the equity base relative to the financial distress risk identified by the auditor.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________

Commission file number: 333-213009

CANNABIS SUISSE CORP.

(Exact name of registrant as specified in its charter)

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

10 North Newnan Street, Suite A

Jacksonville, FL 32202

Phone: (904) 595 5820

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

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 ☐ No ☒

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 ☐ No ☒

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark 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
☒ Non-accelerated filer	☒ Smaller reporting company
	☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant 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 ☐ No ☒

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, 2024, was $7,862,930.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 70,680,938 common stock shares issued and outstanding as of September 12, 2025.

2

EXPLANATORY NOTE

On September 12, 2025, we filed our Annual Report on Form 10-K for the fiscal year ended May 31, 2025. The date of the Report of Independent Registered Public Accounting Firm, set forth on page 8, was inadvertently omitted. This Amendment No.1 is being filed solely to update the report and date of such. No other changes were made.

3

Item 8. Financial Statements and Supplementary Data

The Report of The Independent Registered Public Accounting Firm replaces the Report set forth on page 8 of the original filing.

4

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, 2025 and 2024, and the related statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended May 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended May 31, 2025, 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

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 are no critical audit matters.

/s/ Mac Accounting Group & CPAs, LLP

We have served as Cannabis Suisse Corp.’s auditor since 2024.

Midvale, Utah

September 12, 2025

5

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 15, 2025	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 15, 2025	By:	/s/ Scott McAlister
		Scott McAlister
		Chief Executive Officer, Chief Financial Officer, Principal Accounting officer

6

FAQ

What is the purpose of Cannabis Suisse Corp. (CSUI) filing this Form 10-K/A amendment?

The Form 10-K/A for Cannabis Suisse Corp. was filed solely to update the date of the Report of the Independent Registered Public Accounting Firm. The company states that no other changes were made to the original annual report for the year ended May 31, 2025.

What opinion did the auditor give on Cannabis Suisse Corp.’s 2025 financial statements?

The independent auditor, Mac Accounting Group & CPAs, LLP, issued an opinion that Cannabis Suisse Corp.’s financial statements as of May 31, 2025 and 2024 present fairly, in all material respects, the company’s financial position and results in conformity with accounting principles generally accepted in the United States of America.

Did the auditor raise a going concern issue for Cannabis Suisse Corp. (CSUI)?

Yes. The auditor included a going concern paragraph stating that Cannabis Suisse Corp. has suffered recurring losses from operations and has a net capital deficiency, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from this uncertainty.

How many Cannabis Suisse Corp. shares were outstanding as of the latest practicable date?

Cannabis Suisse Corp. reports that 70,680,938 shares of common stock were issued and outstanding as of September 12, 2025.

What was the market value of Cannabis Suisse Corp. stock held by non-affiliates?

The aggregate market value of voting and non-voting common stock held by non-affiliates of Cannabis Suisse Corp., based on the last sale or average bid and ask price, was $7,862,930 as of November 30, 2024.

Who is the independent auditor for Cannabis Suisse Corp. and since when have they served in that role?

Mac Accounting Group & CPAs, LLP is the independent registered public accounting firm for Cannabis Suisse Corp. They state that they have served as the company’s auditor since 2024.

Who currently signs Cannabis Suisse Corp.’s Form 10-K/A as the principal officer?

Scott McAlister signs the Form 10-K/A on behalf of Cannabis Suisse Corp. as Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer, with signatures dated September 15, 2025.