加州大麻公司 Cannabis Suisse Corp. 公布 2026 年第二季度财务报告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended August 31, 2026

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

For the transition period from _________ to ________

Commission file number: 000-56678

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)

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ☐ No ☒

As of October 14, 2026 there were 70,680,938 shares outstanding of the registrant’s common stock.

i

TABLE OF CONTENTS

ii

PART I - FINANCIAL INFORMATION

Item 1. Financial statements.

The accompanying condensed interim financial statements of Cannabis Suisse Corp. (the “Company”) should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended May 31, 2026 filed with the United States Securities and Exchange Commission (the “SEC”). The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, since they are interim statements, the accompanying condensed financial statements do not include all the information and notes required by GAAP for complete financial statement presentation. In the opinion of management, the condensed interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position, results of operations, and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

In the opinion of management, the condensed financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

1

CANNABIS SUISSE CORP.

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these condensed unaudited financial statements.

2

CANNABIS SUISSE CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these condensed unaudited financial statements.

3

CANNABIS SUISSE CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the three months ended August 31, 2025 and 2026

(Unaudited)

The accompanying notes are an integral part of these condensed unaudited financial statements.

4

CANNABIS SUISSE CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these condensed unaudited financial statements.

5

CANNABIS SUISSE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Cannabis Suisse Corp. (“Company”) was incorporated in the State of Nevada on February 26, 2016. Since June 2022, the Company has focused on real estate operations and has had no involvement in any aspect of the cannabis industry.

The Company leases commercial properties from entities controlled by its Chief Executive Officer (“CEO”). In March 2026, the Company entered into a sublease arrangement with a different entity controlled by its CEO for a portion of the property located at 10 N Newnan Street, Jacksonville, Florida. See Note 9.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s interim financial statements. The interim financial statements and notes are representations of the Company’s management, who is responsible for integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the unaudited financial statements.

The financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results of operations for the three months ended August 31, 2026 are not necessarily indicative of the results to be expected for the year ending May 31, 2027.

The information included in this Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended May 31, 2026.

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 original maturities of three months or less to be cash equivalents. The Company had no cash equivalents as of August 31, 2026 and May 31, 2026. The Company had cash in an escrow account of $256 and $476 as of August 31, 2026 and May 31, 2026, respectively. The funds in the escrow account can be released for the Company’s operations without restriction.

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:

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations. The cost of maintenance and repairs is charged to the statements of operations as incurred, whereas significant renewals and betterments are capitalized.

Leases

The Company follows the accounting for leases under Accounting Standards Codification (“ASC”) 842 Lease Accounting and determines if an arrangement is a lease or contains a lease at inception. Operating leases result in operating lease right-of-use (“ROU”) assets and operating lease liabilities (short term and long term) being recorded on the Company’s balance sheets.

6

CANNABIS SUISSE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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 three months ended August 31, 2026 and 2025, the Company recognized no impairment of long-lived assets.

Fair Value of Financial Instruments

ASC 820 Fair Value Measurements and Disclosures establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1:defined as observable inputs such as quoted prices in active markets; 

Level 2:defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and 

Level 3:defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. 

The carrying value of the Company’s cash, other current assets, accounts payable, accrued expenses and advances from related parties approximates its fair value due to their short-term maturity.

Income Taxes

The Company accounts for its income taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Rent Revenue Recognition

The Company recognizes rent revenue from the lease of its sub-leased properties in accordance with ASC 842, Leases. The sub-lease is categorized as an operating lease according to ASC criteria for the lease definitions. Rent revenue is recognized on a straight-line basis over the lease term, reflecting the pattern of the economic benefits derived from the lease.

The Company’s leases generally have fixed rental payments over the lease term, with occasional escalations based on predetermined factors. Rent revenue is recognized monthly as the lessor fulfills its obligations under the lease agreement.

7

CANNABIS SUISSE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Any lease incentives or concessions provided to lessees, such as rent-free periods or tenant improvement allowances, are recognized as a reduction of rent revenue over the lease term.

For the three months ended August 31, 2026, the Company recognized related-party rental revenue of $21,000 from a sublease with an entity controlled by its CEO. The Company recognized no rental revenue during the three months ended August 31, 2025.

Cost of Rental Revenue

Cost of rental revenue consists primarily of the portion of lease expense attributable to the property or space subleased to its tenant based on relative square footage.

For the three months ended August 31, 2026 and 2025, the Company recognized cost of rental revenue of $21,931 and $0, respectively.

Stock-Based Compensation

The Company accounts for share-based compensation awards in accordance with ASC 718, “Compensation - Stock Compensation”. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with ASC 260, Earnings per Share. Basic income (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 dilutive potential common shares outstanding during the period. Potential common shares include shares issuable upon conversion of convertible notes payable and related accrued interest. For periods in which the Company reports a net loss, potential common shares are excluded if their effect is anti-dilutive.

The Company’s convertible note agreements provide for the conversion of outstanding principal and accrued but unpaid interest of the notes into common stock.

The following table presents the computation of diluted income per common share:

Segment Reporting

The Company operates in a single operating and reportable segment. The Chief Executive Officer serves as the Company’s Chief Operating Decision Maker and allocates resources and assesses performance based on the net income (loss) reported on the statement of operations and based on the total assets reported on the balance sheet.

The Company’s operations are currently limited and conducted in one geographical area with all of the Company’s revenues being derived from the Company’s single segment and substantially all of the Company’s assets located in the same jurisdiction in the United States.

8

CANNABIS SUISSE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires public business entities to provide additional disclosures regarding certain expenses included in relevant expense captions. In January 2025, the FASB issued ASU 2025-01, which clarified the interim effective date for entities with non-calendar fiscal year-ends. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is evaluating the effect of adoption on its disclosures and does not expect the amendments to affect its financial position, results of operations, or cash flows.

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. As of August 31, 2026, the Company had cash of $256, a working capital deficit of $535,137 and an accumulated deficit of $2,879,180. Although the Company reported net income for the three months ended August 31, 2026, it continues to generate limited revenues and has not established a stable source of revenues sufficient to fund its operating expenses and satisfy its obligations as they become due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that, for the foreseeable future, the Company will depend on additional capital contributions, borrowings and advances from related parties to fund operating expenses and other cash requirements. The Company intends to seek additional financing through the capital markets and other available sources and expects to continue relying on related-party funding in the interim. There can be no assurance that the Company will be successful in obtaining sufficient financing, increasing its revenues or achieving sustained profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and Equipment:

For each of the three months ended August 31, 2026 and 2025, the Company recognized depreciation expense of $1,061.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in legal proceedings, claims or other contingencies arising in the ordinary course of business. The Company evaluates such matters in accordance with ASC 450, Contingencies, and records an accrual when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. When a loss is reasonably possible but not probable, or when the amount cannot be reasonably estimated, the Company provides disclosure as appropriate. As of August 31, 2026, the Company was not aware of any pending or threatened legal proceedings, claims or other contingencies that would require accrual or disclosure in the financial statements.

NOTE 6 - RELATED PARTY TRANSACTIONS

During the three months ended August 31, 2026, the Company’s CEO, who is also the President and sole director, advanced $8,000 in cash to the Company. During the same period, the Company recognized $21,000 of rental income from RLSH, LLC, an entity controlled by the CEO, and recorded the amount as a reduction of advances from related parties. As of August 31, 2026 and May 31, 2026, advances from related parties were $44,350 and $57,350, respectively.

9

CANNABIS SUISSE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Company has outstanding convertible promissory notes with its CEO and entities controlled by him. As of August 31, 2026 and May 31, 2026, accrued interest payable to related parties was $139,161 and $122,864, respectively. Interest expense related to these notes was $16,297 for each of the three months ended August 31, 2026 and 2025. See Note 8 for additional information regarding the terms, conversion provisions, maturities and carrying amounts of these notes.

Effective March 1, 2026, the Company entered into a sublease agreement, as sublandlord, with RLSH, LLC, an entity controlled by the Company’s CEO. The sublease provides for base rent of $7,000 per month. The Company recognized related-party rental income of $21,000 under this arrangement during the three months ended August 31, 2026. See Note 9 for additional information regarding the sublease terms.

As of August 31, 2026 and May 31, 2026, the Company had an operating lease liability – in default of $107,000 relating to unpaid rent under the related-party lease for 2652 Blanding Boulevard, which expired in January 2026. See Note 9 for additional information regarding the related lease arrangement.

NOTE 7 - CONVERTIBLE NOTES PAYABLE

On April 1, 2021, Suneetha Nandana Silva Sudusinghe assigned Serhii Cherniienko $60,000 of his loan to Cannabis Suisse Corp. The agreement permits conversion into common stock at a fixed price of $0.01 per share. Of the $60,000, $30,000 was converted to equity in December 2021, and the remaining $30,000 was subsequently assigned to Clifford Koschnick. As of August 31, 2026 and May 31, 2026, the outstanding principal balance was $30,000, the note was due on demand, and the interest rate was 0%.

On April 15, 2021, Suneetha Nandana Silva Sudusinghe assigned Noi Tech LLC $30,000 of his loan to Cannabis Suisse Corp. The agreement permits conversion into common stock at a fixed price of $0.01 per share. The note was subsequently assigned to Clifford Koschnick. As of August 31, 2026 and May 31, 2026, the outstanding principal balance was $20,000, the note was due on demand, and the interest rate was 0%.

As of August 31, 2026 and May 31, 2026, the aggregate principal balance of these convertible notes payable was $50,000. The notes were convertible into an aggregate of 5,000,000 share of common stock at $0.01 per share.

NOTE 8 - CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

In May 2022, Alain Parrik assigned to Okie LLC a convertible note with an outstanding principal balance of $85,000 owed by the Company. In November 2022, Okie LLC assigned the note to Scott McAlister, the Company’s CEO, for consideration. Under the terms of the note, the outstanding principal is convertible into shares of the Company’s common stock at a fixed conversion price of $0.005 per share, is due on demand and bears interest at 0%. The outstanding principal balance was $85,000 as of August 31, 2026 and May 31, 2026.

In November 2022, the Company issued a convertible promissory note in the principal amount of $135,000 to Scott McAlister, the Company’s CEO, for funds previously advanced to the Company. The note has a four-year term, bears interest at 12% per annum and is convertible into shares of the Company’s common stock at a fixed conversion price of $0.04 per share. The note matures in November 2026. As of August 31, 2026 and May 31, 2026, the outstanding principal balance was $135,000.

On February 20, 2024, the Company issued a convertible promissory note in the principal amount of $187,852 to 10 N Newnan, LLC, an entity controlled by the CEO, in connection with the prepayment of the lease for the property at 10 N Newnan Street, Jacksonville, FL 32202. In February 2024, prior to the issuance of the note, the lease was extended for an additional two years to January 2028. The total payments for the remaining four years were $375,704 and the landlord offered a 50% discount for the prepayment, along with a forgiveness of the $93,926 in unpaid rent to that point. The Company issued this note to pay off the lease. The note has a term of four years, the interest rate is 10% per annum and the conversion price is $0.005 per share of common stock. The maturity date is February 20, 2028. The Company recognized the note at its fair value of $1,126,841, the present value of the lease liabilities that were paid off was $297,229, and prepaid interest of $78,476 was recorded, resulting in a loss on settlement of debt of $751,136. The note was issued with a premium of $938,989, which will be amortized over the term of the note. For

10

CANNABIS SUISSE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

the three months ended August 31, 2026, $59,129 of note premium was recognized, and the balance of the note was $533,625 (inclusive of a $345,773 premium balance) as of August 31, 2026.

On February 20, 2024, the Company issued a convertible promissory note in the principal amount of $101,760 to 1268 Church Street, LLC, an entity controlled by the CEO, in connection with the prepayment of the lease for the property at 1268 Church Street, Jacksonville, FL 32202. In February 2024, prior to the issuance of the note, the lease was extended for an additional two years to December 2028. The total payments for the five years was $203,520, none of which had been paid, and the landlord offered a 50% discount on the unpaid amounts for the prepayment. The Company issued this note to pay off the lease. The note has a term of five years, the interest rate is 10% per annum and the conversion price is $0.005 per share of common stock. The maturity date is February 20, 2029. The Company recognized the note at its fair value of $654,125, the present value the lease liabilities that were paid off was $148,735, and prepaid interest of $48,001 was recorded, resulting in a loss on settlement of debt of $457,389. The note was issued with a premium of $552,365, which would be amortized over the term of the note. During the three months ended August 31, 2026, $27,815 of note premium amortization was recognized, and the balance of the note was $375,070 (inclusive of a $273,310 premium balance) as of August 31, 2026.

On June 28, 2024, the Company issued a convertible promissory note in the principal amount of $186,089 to Scott McAlister, the Company’s CEO, to pay off unpaid rent of $69,550, advances of $83,159 and unpaid interest of $33,380 that the Company owned to Scott McAlister and/or his affiliated entities. The note has a term of five years, the interest rate is 10% per annum and the conversion price is $0.005 per share of common stock. The maturity date is June 28, 2029. The Company recognized the note at its fair value of $737,766. The note was issued with a premium of $551,677, recognized as a loss on settlement of debt, with amortization of $27,795 recognized during the three months ended August 31, 2025. During the three months ended August 31, 2026, $27,795 of note premium amortization was recognized, and the balance of the note was $497,879 (inclusive of a $311,790 premium balance) as of August 31, 2026.

Amortization of related-party note premiums was $114,739 for the three months ended August 31, 2026 and 2025, respectively.

The following table summarizes the classification of the Company’s related-party convertible notes:

As of August 31, 2026, the contractual maturities of the related-party convertible notes, based on principal amounts, are as follows:

For each of the three months ended August 31, 2026 and 2025, interest expense on related-party convertible notes was $16,297.

11

CANNABIS SUISSE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 9 - RELATED-PARTY LEASES AND SUBLEASE ARRANGEMENTS

Lease of Premises at 10 N Newnan Street

In February 2023, the Company entered into a lease with 10 N Newnan LLC, an entity controlled by the Company’s CEO, for office space located at 10 N Newnan Street, Jacksonville, Florida 32202. The lease commenced on February 1, 2023 and had an initial term of 36 months.

In February 2024, the lease was extended for an additional two years through January 31, 2028. At the modification dates, the Company remeasured the ROU asset and lease liability to $297,229 using a 12% discount rate.

Following the extension, the landlord agreed to a discount in exchange for prepayment of the remaining lease obligation. In February 2024, the Company prepaid the lease by issuing a convertible promissory note. See note 8. The Company recorded prepaid rental interest of $78,476 in connection with the transaction.

As of August 31, 2026 and May 31, 2026, the ROU asset associated with this lease was $121,809 and $141,246, respectively, and prepaid rental interest was $11,254 and $15,298, respectively. Lease expense related to this property was $23,482 during the three months ended August 31, 2026, of which $21,931, was allocated to cost of sales for the portion of the property that was subleased.

Lease of Premises at 2652 Blanding Boulevard

In February 2023, the Company entered into a lease with 2600 Blanding Blvd., LLC, an entity controlled by the Company’s CEO, for the property located at 2652 Blanding Boulevard, Jacksonville, Florida 32202. The lease expired on January 31, 2026 and the related ROU asset was fully amortized. No monthly lease payments were made under the arrangement. As of August 31, 2026 and May 31, 2026, the Company had unpaid rent of $107,000 relating to the expired lease, which remained classified as an operating lease liability in default. No lease expense related to this property was recognized during the three months ended August 31, 2026.

Lease of Premises at 1268 Church Street

In January 2024, the Company entered into a lease with 1268 Church Street LLC, an entity controlled by the Company’s CEO, for the property located at 1268 Church Street, Jacksonville, Florida. 32202. The lease commenced on January 1, 2024 and had an initial term of 37 months.

At the lease commencement date, the Company recognized an ROU asset and lease liability of $104,472 using a discount rate of 12%. In February 2024, the lease was extended through December 31, 2028. At the modification date, the Company remeasured the ROU asset and lease liability at $148,735 using a 12% discount rate.

Following the extension, the landlord agreed to a discount in exchange for prepayment of the remaining lease obligation. The Company prepaid the lease by issuing a convertible promissory note. See note 8.  The Company also recorded prepaid rental interest of $48,001 in connections with the transaction.

As of August 31, 2026 and May 31, 2026, the ROU asset was $82,481 and $90,031, respectively, and prepaid rental interest was $12,495 and $15,121, respectively. Lease expense was $10,176 during the three months ended August 31, 2026.

Lease of Premises at 2502 Blanding Boulevard

In February 2024, the Company entered into a lease with 2600 Blanding Blvd., LLC, an entity controlled by the Company’s CEO, for the property located at 2502 Blanding Boulevard, Jacksonville, Florida 32210. The lease commenced on February 1, 2024 and has a term of 60 months through January 31, 2029.

At the lease commencement date, the Company recognized an ROU asset and lease liability of $176,213 using a discount rate of 12%. Also, in February 2024, the landlord agreed to a discount in exchange for prepayment of the remaining lease obligation, and the Company prepaid the lease by issuing a convertible promissory note. See Note 8. The Company also recorded prepaid rental interest of $58,973 in connection with the transaction.

12

CANNABIS SUISSE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

As of August 31, 2026 and May 31, 2026, the ROU asset was $98,252 and $106,890, respectively, and prepaid rental interest was $15,421 and $18,542, respectively. Lease expense was approximately $11,759 during the three months ended August 31, 2026.

Sublease for Premises at 10 N Newnan Street

Effective March 1, 2026, the Company entered into a sublease agreement with RLSH, LLC, (an entity controlled by the Company’s CEO) for 2,900 square feet located on the front portion of the first floor of the Company’s leased property at 10 N Newnan Street, Jacksonville Florida. The 2,900 square feet subleased represents 93.4% of the 3,105 square feet covered by the primary lease.

The sublease provides for annual base rent of $84,000, payable in monthly installments of $7,000, plus additional costs and expenses incurred in connection with subleasing the premises. The sublease does not require a security deposit. The sublease is subordinate to the primary lease and will terminate if the primary lease is terminated before the scheduled expiration of the sublease. The sublease agreement provided for an initial term through August 31, 2026. Subsequent to August 31, 2026, the space is being leased on month-to-month basis to the same related party for the same $7,000 monthly installment.

The Company recognized related-party rental income of $21,000 and cost of rental revenue of $21,931 during the three months ended August 31, 2026.

Lease Expense

Total lease expense for the three months ended August 31, 2026 was $45,417, of which $21,931 was included in cost of rental revenue and $23,486 was included in general and administrative expenses. Total lease expense for the three months ended August 31, 2025 was $60,130 and was included in general and administrative expenses.

Balance-Sheet Presentation

The Company’s weighted average remaining lease term is 2.0 years and the weighted average discount rate is 12%. The following table summarizes the presentation of operating leases in the Company’s balance sheets.

As of August 31, 2026 and May 31, 2026, the Company had $107,000 of operating lease liabilities related to the expired 2652 Blanding Boulevard lease. The Company had no other outstanding operating lease liabilities associated with its active leases because the remaining contractual payments for those leases had previously been prepaid through the issuance of convertible promissory notes. The related ROU assets continue to be amortized over the remaining contractual lease terms.

NOTE 10 - STOCKHOLDERS’ EQUITY

Preferred Stock

Effective June 3, 2024, the Company amended its articles of incorporation to increase the number of authorized shares of preferred stock to 50,000,000 shares, with a par value of $0.001 per share.

On July 2, 2024, the Company filed a Certificate of Designation, Preferences, and Rights with the State of Nevada to authorize the issuance of up to 5,000,000 shares of Series A Preferred Stock. The holders of Series A Preferred Stock

13

CANNABIS SUISSE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

are not entitled to receive dividends or assets available for distribution upon liquidation, dissolution or winding up of the Company. Each share of Series A Preferred Stock is entitled to votes equal to 10 shares of common stock.

During the three months ended August 31, 2026 and 2025, there were no issuances, conversions or other changes involving the Company’s preferred stock

As of August 31, 2026 and May 31, 2026, the Company had 5,000,000 shares of Series A Preferred Stock issued and outstanding.

Common Stock

Effective June 3, 2024, the Company amended its articles of incorporation to increase the number of authorized shares of common stock to 1,000,000,000 shares, with a par value of $0.001 per share.

During the three months ended August 31, 2026 and 2025, there were no issuances, conversions or other changes involving the Company’s common stock.

As of August 31, 2026 and May 31, 2026, the Company had 70,680,938 shares of common stock issued and outstanding.

NOTE 11 - SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company evaluated subsequent events through the date these financial statements were issued.

Subsequent to August 31, 2026, the Company’s sublease of a portion of the 10 N Newnan Street premises to RLSH, LLC, an entity controlled by the Company’s CEO, continued on a month-to-month at the same monthly base rent of $7,000.

Subsequent to August 31, 2026, through the date the financial statements were issued, the Company’s CEO advanced an additional $27,000 to fund the Company’s operations.

14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This quarterly report and other reports filed by Cannabis Suisse Corp. (Formerly Geant Corp.)  (“we,” “us,” “our,” or the “Company”), from time to time contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

In General

Since June 2022, the Company has focused its business activities on real estate operations and has had no involvement in any aspect of the cannabis industry. In February 2023, the Company leased two properties from entities controlled by its CEO. The Company’s former third-party sublease at 2652 Blanding Boulevard was terminated on February 28, 2025. In February 2024, the Company leased two additional properties from entities controlled by its CEO for future expansion. Effective March 1, 2026, the Company entered into a new sublease arrangement with RLSH, LLC, an entity controlled by the CEO, for a portion of the property located at 10 N Newnan Street. The sublease provides for monthly base rent of $7,000.

Results of Operations for the three months ended August 31, 2026 and 2025

Revenue and Cost of Rental Revenue

For the three months ended August 31, 2026, the Company generated related-party rental revenue of $21,000 and incurred cost of rental revenue of $21,931, resulting in a gross loss of $931.

For the three months ended August 31, 2025, the Company generated no rental revenue and incurred no cost of rental revenue.

The increase in rental revenue reflects the new sublease with RLSH, LLC that became effective March 1, 2026. Cost of rental revenue represents the portion of lease expense for the 10 N Newnan Street premises attributable to the subleased space.

Operating Expenses

Total operating expenses for the three months ended August 31, 2026 were $42,384, consisting of professional fees of $14,000, depreciation expense of $1,061 and general and administrative expenses of $27,323.

Total operating expenses for the three months ended August 31, 2025 were $84,535, consisting of professional fees of $21,000, depreciation expense of $1,061 and general and administrative expenses of $62,474.

Total operating expenses decreased by $42,151, or 50%, compared with the prior-year quarter. The decrease was primarily attributable to lower general and administrative expenses, including lower occupancy costs following the expiration of the 2652 Blanding Boulevard lease in January 2026. Professional fees also decreased by $7,000, from $21,000 to $14,000, primarily because audit fees were $8,000 in the current-year quarter compared with $15,000 in

15

the prior-year quarter due to timing of audit fees incurred, while legal and accounting and consulting fees were unchanged.

Other Income (Expense)

Total other income was $98,442 for each of the three months ended August 31, 2026, and 2025. For each period, other income consisted of amortization of debt premium of $114,739, partially offset by interest expense - related parties of $16,297 related to convertible notes payable – related parties.

Net Income

The Company reported net income of $55,127 for the three months ended August 31, 2026, compared with net income of $13,907 for the three months ended August 31, 2025. The increase of $41,220 was attributable to the $41,220 improvement in operating results as explained above, while total other income remained unchanged at $98,442 for both periods.

Liquidity and Capital Resources and Cash Requirements

As of August 31, 2026, the Company had cash of $256 and a working capital deficit of $535,137, compared with cash of $476 and a working capital deficit of $512,212 as of May 31, 2026.

During the three months ended August 31, 2026, the Company generated $12,780 of cash from operating activities. Net income of $55,127 was adjusted for depreciation of $1,061, noncash lease cost of $35,626 and amortization of debt premium of $114,739, together with a decrease in prepaid expenses of $11,666, an increase in accounts payable of $7,742 and an increase in accrued interest - related parties of $16,297.

During the three months ended August 31, 2025, the Company used $11,545 of cash in operating activities due to amortization of debt premium of $114,739, offset by net income of $13,907, depreciation of $1,061, lease cost (net) of $46,328, decrease in prepaid expense of $15,876, increase in accounts payable of $9,725, and an increase in accrued interest – related parties of $16,297.

The Company had no cash flows from investing activities during the three months ended August 31, 2026 and 2025.

During the three months ended August 31, 2026, the Company used cash in financing activities of $13,000, which was due to advances from related parties of $8,000 offset by repayments of related party advances of $21,000.

During the three months ended August 31, 2025, the Company generated $9,000 of cash from financing activities from advances from related parties.

As a result of these activities, cash decreased by $220 during the three months ended August 31, 2026, from $476 as of May 31, 2026 to $256 as of August 31, 2026.

The Company has generated limited revenue, has a significant working capital deficit and has not established a stable source of revenue sufficient to fund its ongoing operating expenses and obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company expects to remain dependent on additional investment capital, borrowings and advances from its CEO and other related parties to fund its operations for the foreseeable future. Management intends to seek additional financing through the capital markets and other available sources and to continue relying on related-party funding in the interim. There can be no assurance that the Company will be able to obtain sufficient financing, increase its revenue or achieve sustained profitable operations.

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.

16

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Leases

The Company follows the accounting for leases under Accounting Standards Codification (“ASC”) 842 Lease Accounting and determines if an arrangement is a lease or contains a lease at inception. Operating leases result in operating lease right-of-use (“ROU”) assets and operating lease liabilities (short term and long term) being recorded on the Company’s balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowings over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Rent Revenue Recognition

The Company recognizes rent revenue from the lease of its sub-leased properties in accordance with ASC 842, Leases. The sub-lease is categorized as an operating lease according to ASC criteria for the lease definitions. Rent revenue is recognized on a straight-line basis over the lease term, reflecting the pattern of the economic benefits derived from the lease.

The Company’s leases generally have fixed rental payments over the lease term, with occasional escalations based on predetermined factors. Rent revenue is recognized monthly as the lessor fulfills its obligations under the lease agreement.

Any lease incentives or concessions provided to lessees, such as rent-free periods or tenant improvement allowances, are recognized as a reduction of rent revenue over the lease term.

For the three months ended August 31, 2026 and 2025, the Company recognized rental income of $21,000 (from a related party) and $0, respectively.

Recent Accounting Pronouncements

The Company has evaluated the recent accounting pronouncements described in Note 2 to the condensed financial statements. The Company is currently evaluating the disclosure effects of ASU 2024-03, as clarified by ASU 2025-01, and does not expect adoption to affect its financial position, results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

17

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a‐15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are 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 Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of August 31, 2026. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

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 August 31, 2026, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.We do not have an adequate control environment or proper corporate governance - We have no risk assessment, information or communication, or monitoring processes in place and have no policies that require formal written approval for related party transactions.  Additionally, the Board of Directors does not operate independently of management. Also, while not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. 

2.We do not maintain appropriate internal controls - We do not have formal accounting policies and procedures and have not maintained sufficient internal controls over financial reporting. We lack segregation of duties or adequate levels of supervision and review and there are limited accounting resources with the appropriate knowledge of U.S. generally accepted accounting principles or SEC experience to ensure the financial reporting is free from material misstatements.  

3.We do not have appropriate information technology controls - We retain copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. 

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of August 31, 2026, based on criteria established in Internal Control- Integrated Framework issued by COSO-2013.

Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting occurred during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

18

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Not applicable to our Company.

Item 5. Other Information.

During the quarter ended August 31, 2026, no director or officer of the Company adopted or terminated a “rule 10b5-1 trading arrangement” or “non-Rule 10b-5 trading arrangement” as such terms are defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

The following exhibits are included as part of this report by reference:

19

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 on October 15, 2026.

20