CANNABIS SUISSE CORP.

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 Companys 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, the recapitalization, repurchase or redemption of our common stock and the payments of any dividends. Our CEO holds , or his affiliated entities, hold convertible promissory notes which enable him to convert all or part of the principal and accrued interest into common stock. In total, the principal amounts of the notes would convert into 85,539,731125,157,612 shares of our common stock as of May 31, 20245. The notes do not provide for any adjustment in the event of a recapitalization of our common stock.

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Penny Stock Considerations Lack of Proprietary Broker-Dealer Quotations. Our shares are penny stocks as that term is generally defined in the Securities Exchange Act of 1934 as equity securities with a price of less than $5.00. As a result, the penny stock rules apply. Such rules require, among other things, that brokers who trade penny stocks to persons other than established customers complete certain documentation, make suitable inquires of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks and, as a result, the number of broker-dealers willing to act as market makers is limited. Because our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities because of the requirements. Because our securities are subject to these rules it will make it more difficult to obtain needed capital in the future. Currently, our securities are not eligible for proprietary broker-dealer quotes. Therefore, our securities have a higher risk of wider spreads, increased price volatility and price dislocation. In addition, the liquidity for our securities may be adversely affected with a corresponding decrease in the price of our securities.