Cannabis Suisse Narrows Loss Amidst 'Going Concern' Warning

TL;DR

**CSUI is a shell of a company with a 'going concern' warning, relying solely on its CEO for survival; avoid this highly speculative penny stock.**

AI Summary

CANNABIS SUISSE CORP. (CSUI) reported a net loss of $456,142 for the fiscal year ended May 31, 2025, a significant improvement from the $1,186,613 net loss in the prior year. Revenue from renting decreased to $22,500 in 2025 from $30,000 in 2024, primarily due to the termination of a sublease in February 2025. Operating expenses increased to $288,445 in 2025 from $256,870 in 2024, driven by higher rental expenses from additional leases. The company's liquidity remains precarious, with cash of only $2,850 as of May 31, 2025, and a working capital deficit of $218,679. A 'going concern' opinion was issued, highlighting substantial doubt about its ability to continue operations without additional capital, which is currently sourced from the CEO's advances and limited rental income. The company has no employees and its CEO controls a majority of the voting stock.

Why It Matters

CANNABIS SUISSE CORP.'s 10-K filing reveals a company with extremely limited operations, a 'going concern' opinion, and heavy reliance on its CEO for funding. For investors, this signals high risk and minimal operational stability, with the stock trading as a 'penny stock' at $0.01. Employees are non-existent, and customers are limited to a single sublease that was terminated. The broader market impact is negligible given its size and lack of significant business, but it underscores the challenges micro-cap companies face in maintaining public company compliance without substantial revenue or capital. Competitively, CSUI is not a player in the cannabis industry despite its name, focusing solely on a struggling real estate rental model.

Risk Assessment

Risk Level: high — The company received a 'going concern' opinion for the fiscal year ended May 31, 2025, indicating substantial doubt about its ability to continue operations for the next twelve months without additional capital. It has a working capital deficit of $218,679 and only $2,850 in cash as of May 31, 2025, with its CEO providing advances for funding. Furthermore, its shares are classified as 'penny stocks,' trading at $0.01 as of September 11, 2025, which limits liquidity and increases price volatility.

Analyst Insight

Investors should exercise extreme caution and likely avoid CSUI given the 'going concern' opinion, minimal cash reserves, and reliance on related-party funding. The company's limited operations and 'penny stock' status suggest high risk and low potential for sustainable growth.

Financial Highlights

debt To Equity

N/A

revenue

$22,500

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$456,142

eps

N/A

gross Margin

N/A

cash Position

$2,850

revenue Growth

-25.0%

Revenue Breakdown

Key Numbers

• $456,142 — Net Loss (for fiscal year ended May 31, 2025, a decrease from $1,186,613 in 2024)
• $22,500 — Total Revenue (for fiscal year ended May 31, 2025, down from $30,000 in 2024)
• $288,445 — Total Operating Expenses (for fiscal year ended May 31, 2025, an increase from $256,870 in 2024)
• $2,850 — Cash (as of May 31, 2025, indicating severe liquidity issues)
• $218,679 — Working Capital Deficit (as of May 31, 2025, worsening from $184,547 in 2024)
• $45,112 — Cash Used in Operating Activities (for fiscal year ended May 31, 2025)
• $19,400 — Cash Generated in Financing Activities (for fiscal year ended May 31, 2025, primarily from related party advances)
• $0.01 — Common Stock Price (as of September 11, 2025, classifying it as a 'penny stock')
• 70,680,938 — Common Stock Shares Outstanding (as of September 12, 2025)
• 24 — Stockholders of Record (as of September 12, 2025, indicating limited public ownership)

Key Players & Entities

• CANNABIS SUISSE CORP. (company) — registrant
• CSUI (company) — ticker symbol
• CEO (person) — sole officer, director, and primary financier
• Nevada (regulator) — state of incorporation
• Securities and Exchange Commission (regulator) — filing oversight
• $0.01 (dollar_amount) — closing price of common stock on September 11, 2025
• $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 outstanding as of September 12, 2025
• 125,157,612 (dollar_amount) — shares convertible from CEO's promissory notes as of May 31, 2025
• OTC Pink (company) — market tier for common stock

FAQ

Risk Factors

• Limited Operations and Business Model [high — operational]: The company's operations are limited to subleasing a portion of a building leased from a company controlled by its CEO. There is no assurance that current or future business operations will be sufficient to cover its cost structure.
• Going Concern and Lack of Operating Funds [high — financial]: The company has a net capital deficiency and has suffered recurring losses, raising substantial doubt about its ability to continue as a going concern. Funding is primarily reliant on CEO advances and limited rental income, with a cash balance of only $2,850 as of May 31, 2025.
• Limited Management and Personnel [medium — operational]: The company has no employees, with its sole officer serving as a part-time consultant. This lack of personnel adversely affects its ability to develop and grow the business.
• Precarious Liquidity and Working Capital Deficit [high — financial]: As of May 31, 2025, the company has only $2,850 in cash and a working capital deficit of $218,679, which has worsened from $184,547 in the prior year, indicating severe liquidity issues.
• Concentration of Control and Voting Power [high — financial]: The CEO holds a majority of the voting stock and controls convertible promissory notes that could convert into a significant number of additional shares, consolidating control and influencing all corporate decisions.
• Penny Stock Status and Regulatory Compliance [medium — market]: The company's shares are classified as 'penny stocks' (trading at $0.01 as of September 11, 2025), subjecting them to stringent 'penny stock rules' that can deter investors and complicate trading.
• No Involvement in Cannabis Industry [low — regulatory]: Despite its name, the company has no involvement in the cannabis industry since June 2022, focusing solely on real estate rental operations. This may create confusion for investors expecting cannabis-related activities.
• Reliance on Related Party Leases [medium — operational]: The company leases its primary operating space from a company controlled by its CEO, creating a related-party transaction that could present conflicts of interest or unfavorable terms.

Industry Context

Cannabis Suisse Corp. operates in the commercial real estate rental sector, a market influenced by economic conditions, local demand, and property management costs. The company's specific niche involves subleasing a portion of a leased commercial building. This segment is distinct from the cannabis industry, which the company explicitly states it has no involvement in.

Regulatory Implications

As a publicly traded entity, CSUI is subject to SEC reporting requirements. Its classification as a 'penny stock' triggers additional disclosure and trading rules under the Securities Exchange Act of 1934, potentially impacting investor access and market activity. The 'going concern' opinion also necessitates careful scrutiny from regulators and investors.

What Investors Should Do

1. Assess the CEO's commitment and ability to provide ongoing financial support.
2. Evaluate the potential for new revenue streams or business diversification.
3. Monitor any disclosures regarding additional capital raises or debt financing.
4. Understand the implications of concentrated voting control by the CEO.

Key Dates

• 2025-02-28: Sublease Termination — Led to a decrease in rental revenue for the fiscal year 2025.
• 2025-05-31: Fiscal Year End — Reporting period for the 10-K, highlighting a net loss of $456,142 and a severe liquidity crunch with $2,850 cash.
• 2024-05-31: Prior Fiscal Year End — Reported a net loss of $1,186,613 and a working capital deficit of $184,547.
• 2022-06-01: CEO Assumed Control — Marked the shift away from any cannabis industry involvement towards real estate operations.

Glossary

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt, auditors must disclose it. (The company received a 'going concern' opinion, indicating significant doubt about its ability to continue operations without additional capital.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating a potential short-term liquidity problem. (CSUI has a substantial working capital deficit of $218,679 as of May 31, 2025, highlighting its precarious financial position.)

Penny Stock

An equity security with a price of less than $5.00 per share, subject to specific disclosure and trading rules. (CSUI's stock is a penny stock, which can affect its liquidity, investor base, and trading accessibility.)

Related Party Transaction

A financial transaction between entities that are controlled by the same party or have common management. (The company leases its office space from an entity controlled by its CEO, representing a significant related-party transaction.)

Sublease

A lease agreement where a tenant rents out all or part of the property they are leasing from a landlord to another party. (The company's primary revenue source was a sublease, which was terminated in February 2025, directly impacting its revenue.)

Year-Over-Year Comparison

For the fiscal year ended May 31, 2025, Cannabis Suisse Corp. reported a net loss of $456,142, a significant improvement from the $1,186,613 net loss in the prior year. However, total revenue decreased by 25.0% to $22,500 due to a sublease termination, while operating expenses increased to $288,445 from $256,870. The company's liquidity situation worsened, with cash falling to $2,850 and the working capital deficit widening to $218,679 from $184,547, reinforcing the 'going concern' risk.

Key Financial Figures

• $0.001 — change Act: Common Stock, par value of $0.001 (Title of each class) Indicate by ch
• $5.00 — ty securities with a price of less than $5.00. As a result, the "penny stock rules' a
• $0.01 — the OTC Pink on September 11, 2025, was $0.01 Set forth below is the high and low bid
• $30,000 — se was one year and the annual rent was $30,000. Effective March of 2024, the sublease
• $2,500 — lease became a month-to-month lease for $2,500 per month. The sub-lease was terminated
• $22,500 — the Company generated total revenue of $22,500 from renting. The cost of sales for the
• $22,068 — es for the year ended May 31, 2025, was $22,068. For the year ended May 31, 2024, the
• $30,067 — es for the year ended May 31, 2024, was $30,067. The decrease in revenues and cost of
• $288,445 — s for the year ended May 31, 2025, were $288,445. The operating expenses for the year en
• $55,547 — 31, 2025, included professional fees of $55,547; depreciation expense of $4,244 and gen
• $4,244 — ees of $55,547; depreciation expense of $4,244 and general and administrative expenses
• $228,654 — general and administrative expenses of $228,654. Total operating expenses for the year
• $256,870 — s for the year ended May 31, 2024, were $256,870. The operating expenses for the year en
• $77,940 — 31, 2024, included professional fees of $77,940; depreciation expense of $4,244 and gen
• $174,686 — general and administrative expenses of $174,686. The increase in operating expenses is

Filing Documents

• csui-20250531_10k.htm (10-K) — 497KB
• csui_ex311.htm (EX-31.1) — 8KB
• csui_ex312.htm (EX-31.2) — 8KB
• csui_ex321.htm (EX-32.1) — 5KB
• csui_ex322.htm (EX-32.2) — 5KB
• 0001139020-25-000326.txt ( ) — 3004KB
• csui-20250531_cal.xml (EX-101.CAL) — 25KB
• csui-20250531_def.xml (EX-101.DEF) — 92KB
• csui-20250531_lab.xml (EX-101.LAB) — 174KB
• csui-20250531_pre.xml (EX-101.PRE) — 176KB
• csui-20250531.xsd (EX-101.SCH) — 37KB
• csui-20250531_10k_htm.xml (XML) — 295KB

Description of Business

Item 1. Description of Business 1

Risk Factors

Item 1A. Risk Factors 1

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 2

Description of Property

Item 2. Description of Property 2

Legal Proceedings

Item 3. Legal Proceedings 2

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 2 PART II 3

Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities. 3

Climate-Related Disclosure

Item 6. Climate-Related Disclosure. 3

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 4

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 6

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 7

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 23

(T) Controls and Procedures

Item 9A(T) Controls and Procedures 23

Other Information

Item 9B. Other Information. 24 PART III 25

Directors, Executive Officers, Promoters and Control Persons of the Company

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company 25

Executive Compensation

Item 11. Executive Compensation 25

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 26

Certain Relationships and Related Transactions

Item 13. Certain Relationships and Related Transactions 26

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 27 PART IV 28

Exhibits, Financial Statements Schedules

Item 15. Exhibits, Financial Statements Schedules 28

Form 10-K Summary

Item 16. Form 10-K Summary 28

SIGNATURES

SIGNATURES 29 iii PART I

Forward-looking statements

Forward-looking statements

Description of Business

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 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.

Risk Factors

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, 2024, 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, t

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments None.

Cybersecurity Risk

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.

Description of Property

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. 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.

Legal Proceedings

Item 3. Legal Proceedings None.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable. 2 PART II

Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

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 11, 2025, was $0.01 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 $ 0.07 $ 0.02 Quarter ended November 30 $ 0.03 $ 0.01 Quarter ended February 29 $ 0.02 $ 0.01 Quarter ended May 31 $ 0.02 $ 0.02 FY 2025 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 Number of Holders As of September 12, 2025, 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, 2025 and 2024. We do not expect to pay any dividends in the near future. Authorized Capital Stock As of September 12, 2025 the Company has 1,000,000,000 shares of common stock, $0.001 par value, and 20,000,000 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.

Climate-Related Disclosure

Item 6. Climate-Related Disclosure. N/A 3

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Background Since June 2022, the Company has focused its efforts on real estate operations. We have no involvement in any aspect of the cannabis industry. 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 was one year and the annual rent was $30,000. Effective March of 2024, the sublease became a month-to-month lease for $2,500 per month. The sub-lease was terminated on February 28, 2025. 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, 2025 and 2024 Revenue and Cost of Sales For the year ended May 31, 2025, the Company generated total revenue of $22,500 from renting. The cost of sales for the year ended May 31, 2025, was $22,068. For the year ended May 31, 2024, the Company generated total revenue of $30,000 from renting. The cost of sales for the year ended May 31, 2024, was $30,067. The decrease in revenues and cost of sale is due to the termination of the sub-lease in February 2025. In other words, there were twelve months' revenue for the year ended May 31, 2024, but nine months' revenue for the year ended May 31, 2025. Operating Expenses Total operating expenses for the year ended May 31, 2025, were $288,445. The operating expenses for the year ended May 31, 2025, included professional fees of $55,547; depreciation expe

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk Not applicable to smaller reporting companies. 6

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data CANNABIS SUISSE CORP.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS Years Ended May 31, 2024 and 2023 Table of Contents Page Reports of Independent Registered Public Accounting Firm - Mac Accounting Group & CPAs, LLP ( PCAOB ID 6258) 8 Balance Sheets as of May 31, 2025 and 202 4 9 10 11 12 Notes to the Financial Statements 13 7 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 enti

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