Cannabis Suisse Amends 10-K, Auditor Flags Going Concern Risk

TL;DR

**CSUI's 10-K/A is a red flag; the auditor's 'going concern' warning signals deep financial trouble, making it a risky bet.**

AI Summary

CANNABIS SUISSE CORP. (CSUI) filed a 10-K/A on September 15, 2025, solely to correct an inadvertent omission of the date from the Report of Independent Registered Public Accounting Firm in its original 10-K filed on September 12, 2025. The amendment confirms that the financial statements for the fiscal year ended May 31, 2025, and 2024, present fairly the company's financial position, operations, and cash flows. However, the auditor's report explicitly highlights a 'going concern' issue, citing 'recurring losses from operations' and a 'net capital deficiency' as substantial doubts about the company's ability to continue. The aggregate market value of common stock held by non-affiliates was $7,862,930 as of November 30, 2024, with 70,680,938 common stock shares outstanding as of September 12, 2025. No other changes were made to the financial statements or disclosures regarding revenue, net income, or strategic outlook in this amendment.

Why It Matters

This amendment, while minor in scope, underscores a critical 'going concern' warning from the auditor, Mac Accounting Group & CPAs, LLP, which directly impacts investor confidence. The recurring losses and net capital deficiency suggest significant operational challenges for CANNABIS SUISSE CORP., potentially limiting its ability to compete effectively in the cannabis market. For employees and customers, this raises questions about the company's long-term viability and service continuity. The competitive landscape in the cannabis industry is fierce, and companies with financial instability like CSUI may struggle to attract capital or maintain market share, making this a red flag for the broader market.

Risk Assessment

Risk Level: high — The risk level is high due to the explicit 'going concern' qualification from Mac Accounting Group & CPAs, LLP, citing 'recurring losses from operations' and a 'net capital deficiency' for the fiscal year ended May 31, 2025. This indicates a significant doubt about CANNABIS SUISSE CORP.'s ability to continue operating, which is a severe financial indicator.

Analyst Insight

Investors should exercise extreme caution and thoroughly review the underlying 10-K for detailed financial statements, particularly Note 3 regarding management's plans to address the 'going concern' issue. Given the auditor's warning, new investments in CSUI carry substantial risk, and existing investors should consider their exposure.

Key Numbers

• $7.86M — Aggregate market value of non-affiliate common stock (As of November 30, 2024, indicating market valuation for public float.)
• 70.68M — Common stock shares outstanding (As of September 12, 2025, representing the total shares in circulation.)

Key Players & Entities

• CANNABIS SUISSE CORP. (company) — registrant
• Scott McAlister (person) — Chief Executive Officer, Chief Financial Officer, Principal Accounting officer
• Mac Accounting Group & CPAs, LLP (company) — Independent Registered Public Accounting Firm
• SEC (regulator) — Securities and Exchange Commission
• $7,862,930 (dollar_amount) — aggregate market value of common stock held by non-affiliates as of November 30, 2024
• 70,680,938 (dollar_amount) — common stock shares issued and outstanding as of September 12, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has experienced recurring losses from operations and a net capital deficiency. These factors raise substantial doubt about its ability to continue as a going concern, as noted by the independent registered public accounting firm. The financial statements do not include adjustments related to this uncertainty.

Industry Context

The cannabis industry continues to navigate a complex regulatory landscape, with evolving state-level legalization and federal prohibition creating market fragmentation and uncertainty. Companies face challenges in accessing traditional banking services and capital markets, alongside intense competition and fluctuating consumer demand.

Regulatory Implications

The 'going concern' disclosure highlights significant financial distress, which could attract increased scrutiny from regulators and investors. Compliance with evolving cannabis regulations across different jurisdictions remains a critical operational challenge.

What Investors Should Do

1. Review Note 3 of the financial statements.
2. Monitor future filings for signs of financial stabilization or deterioration.
3. Assess the company's strategy for overcoming operational losses.

Key Dates

• 2025-09-15: 10-K/A Filing — Amendment filed solely to correct an omission of the date from the auditor's report in the original 10-K.
• 2025-09-12: Original 10-K Filing — Initial filing of the annual report for the fiscal year ended May 31, 2025.
• 2025-05-31: Fiscal Year End — End of the reporting period for the audited financial statements.
• 2024-11-30: Market Value Determination Date — Date for calculating the aggregate market value of common stock held by non-affiliates.

Glossary

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If there are substantial doubts about this, it must be disclosed. (The auditor explicitly states substantial doubt about CSUI's ability to continue as a going concern due to recurring losses and capital deficiency.)

Net Capital Deficiency

A situation where a company's liabilities exceed its assets, indicating a negative net worth. (This is cited as a key reason for the 'going concern' doubt for Cannabis Suisse Corp.)

10-K/A

An amended annual report filed with the SEC to correct or supplement information in a previously filed 10-K. (CSUI filed this to correct a minor omission in its original 10-K filing.)

Year-Over-Year Comparison

This 10-K/A filing is an amendment to correct a minor omission in the auditor's report date and does not alter the financial statements or disclosures from the original 10-K filed on September 12, 2025. Therefore, there are no year-over-year comparisons of key metrics like revenue growth or margin changes to be made based on this amendment alone. The significant 'going concern' risk identified by the auditor remains a primary concern, consistent with the underlying financial performance presented.

Key Financial Figures

• $0.001 — change Act: Common Stock, par value of $0.001 (Title of each class) Indicate by ch
• $7,862,930 — mon stock, as of November 30, 2024, was $7,862,930. State the number of shares outstandin

Filing Documents

• csui_10ka.htm (10-K/A) — 32KB
• 0001680132-25-000004.txt ( ) — 33KB

Financial Statements and Supplementary Data

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. fed

SIGNATURES

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

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View this 10-K/A filing on SEC EDGAR