| - SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855), Subsequent Events the Company has analyzed its operations subsequent to May 31, 2020 to the date these consolidated financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these consolidated financial statements. 24 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure On April 12, 2019, Cannabis Suisse Corp. (the “Registrant”) was notified that Fruci & Associates II, PLLC (“Fruci & Associates”) has resigned as the Registrant's independent registered public accounting firm due to the Registrant's expansion into additional foreign markets and a change in the Registrant's focus. During the engagement period (September 3, 2018 to April 12, 2019 ) (i) there have not been disagreements between Cannabis Suisse Corp. and Fruci & Associates on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Fruci & Associates would have caused Fruci & Associates to make reference to the matter in a report on the Registrant's financial statements; and (ii) there have not been reportable events as the term described in Item 304(a)(1)(v) of Regulation S-K. The Company engaged Accell Audit & Compliance, PA (“Accell”) to serve as the Registrant's independent registered public accounting firm for the years ended May 31, 2020 and 2019. Item 9A(T) Controls and Procedures Management's Report on Internal Controls over Financial Disclosure Controls and Procedures Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of May 31, 2020 using the criteria established in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). 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 May 31, 2020, the Company determined that there were control deficiencies that constituted material weaknesses, as described below. 1. We do not have an Audit Committee - 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 did not maintain appropriate cash controls - As of May 31, 2020, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company's bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions. 3. We did not implement appropriate information technology controls - As at May 31, 2020, the Company retains 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 May 31, 2020 based on criteria established in Internal Control- Integrated Framework (2013) issued by COSO. 25 System of Internal Control over Financial Reporting Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is 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 Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2020. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Changes in Internal Control over Financial Reporting There has been no change in the Company's internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company Officers and Directors The names and ages of our directors and executive officers are set forth below. Also included is their principal occupation(s). The board of directors has no nominating, auditing or compensation committees. The name, address, age and position of our present officers and directors are set forth below: Suneetha Nandana Silva Sudusinghe 50 President, Chief Executive Officer, Chief Financial Officer Cecillia Jensen 46 Secretary Alain Parrik 24 Chief Operating Officer Mr. Sudusinghe has been a business administrator and then a head administrator at Reschen Tex LTD (textile company), where he was working as part of a team and supporting the office administrator, he was responsible for the day-to-day tasks and administrative duties of the office including covering the reception area and as head administrator he was responsible for providing an efficient and professional administrative and clerical service to colleagues, managers and supervisors to facilitate the efficient operation of the office. Mr. Sudusinghe was employed at Reschen Tex LTD as administrator in period from March 2009 to September 2012, and as head administrator in period from October 2012 to September 2015. Ms. Jensen served as a leader of innovation and development at the Swiss cannabis production firm Grow Factory GmbH in Zurich, Switzerland, from March 2018 to March 2019. Apart from that she was a founder and CEO of Scandinavian Translation Services Ltd. in Tallinn, Estonia, from September 2015 to January 2017. Ms. Jensen also co-founded and served as CEO at Posh Beauty™/LBF Services Ltd., Helsinki, Finland, from February 2012 to December 2016. 26 Mr. Parrik spent a year in Thailand working as an independent English language teacher (from March 2018 to January 2019). From January 2017 to February 2018, he was employed at Terchest, a language school in Estonia. During this period, he managed to master his communication and negotiation skills while discussing multiple topics with people of different occupations. From September 2015 to January 2017, Mr. Parrik worked as SMM specialist at PremodCan in Vanier, Canada. The experience he obtained enabled him to gain an understanding of the whole process of online promotion and advertising for small and medium businesses. Apart from the foregoing, Mr. Alain Parrik has been engaged in family business since June 2011 and assisted his brother in obtaining a license for cannabis use in Montreal, Canada. The process of studying the medical cannabis domain inspired him to develop in the field and gain knowledge about CBD-related products. The Board of Directors consider Mr. Parrik's skills to be ideal for future operations of the Company. Term of Office The director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our Director holds office until removed by the Board or until his resignation appoints our officer. Family Relationships None. Involvement in Certain Legal Proceedings No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years. Corporate Governance Our Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our Board. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance. Given our relative size and lack of directors' and officers' insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees. As with most small, early stage companies until such time as our Company further develops our business, achieves a revenue base and has sufficient working capital to purchase directors' and officers' insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our Board. Director Independence None of the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board would have reviewed and discussed information provided by the directors and us with regard to each director's business and personal activities and relationships as they may relate to us and our management. 27 In performing the functions of the audit committee, our board oversees our accounting and financial reporting process. In this function, our board performs several functions. Our board, among other duties, evaluates and assesses the qualifications of the Company's independent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company's financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company's management and the independent auditors the results of the annual audit and the results of our quarterly financial statements. Our board as a whole will consider executive officer compensation, and our entire board participates in the consideration of director compensation. Our board as a whole oversees our compensation policies, plans and programs, reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers, if any, and administers our equity incentive and stock option plans, if any. Each of our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for director, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs and the credentials of the candidate at the time the candidate is proposed. Such factors include relevant business and industry experience and demonstrated character and judgment. Item 11. Executive Compensation The following table sets forth the compensation paid by us for the year ended May 31, 2020 and 2019 for our executive officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary (US$) Bonus (US$) Stock Awards (US$) Option Awards (US$) Non-Equity Incentive Plan Compensation (US$) Nonqualified Deferred Compensation Earnings (US$) All Other Compensation (US$) Total (US$) Suneetha Sudusinghe, President, CEO, CFO 20 20 0 0 0 0 0 0 0 0 20 19 0 0 0 0 0 0 0 0 Cecillia Jensen, Secretary 20 20 0 0 0 0 0 0 0 0 201 9 0 0 0 0 0 0 0 0 Alain Parrik, COO 20 20 0 0 0 0 0 0 0 0 201 9 0 0 0 0 0 0 0 0 We have no work concurrences with our executive officers. We do not expect going into any occupation understandings until such time as we start gainful operations. Mr. Sudusinghe, Ms. Jensen and Mr. Parrik will not be repaid after the offering and preceding beneficial operations. There is no affirmation that we will ever produce extra incomes from our operations. The pay examined in this delivers all remuneration recompensed to, earned by, or paid to our named official officers. There are no other investment opportunity arranges, retirement, annuity, or benefit sharing arrangements for the advantage of our officers and chiefs other than as portrayed in this. 28 Long-Term Incentive Plan Awards We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. Indemnification Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions The Company received $359,147 and $200,000 as advances from the Company's secretary, Cecillia Jensen, as of May 31, 2020 and 2019, respectively. The advances are interest-free and due on demand. The Company received $3,622 and $3,622 as long-term loan as of May 31, 2020 and 2019, respectively. This loan is interest-free. The Company's cash in amount of $10,040 as of May 31, 2020, was held by the Company's Secretary. Item 14. Principal Accounting Fees and Services During fiscal year ended May 31, 2020, we incurred approximately $21,000 in fees to our principal independent accountants Accell Audit & Compliance, P.A. and $2,000 to our former principal independent accountants Fruci & Associates II, PLLC for professional services rendered in connection with annual audit and quarterly reviews. During fiscal year ended May 31, 2019, we incurred approximately $11,900 in fees to our former principal independent accountants Audit & Compliance, P.A. for professional services rendered in connection with annual audit and quarterly reviews. During the fiscal years ended May 31, 2020 and 2019 we incurred no audited related fees, tax related fees, and $0 in all other fees. 29 PART IV Item 15. Exhibits and Financial Statement Schedules (a) List of documents filed as part of this Report (1) Financial Statements The financial statements are included under Item 8 of this Annual Report on Form 10-K. (2) Financial Statements Schedules All schedules have been omitted because the required information is included in the financial statements included under Item 8 of this Annual Report on Form 10-K or the notes thereto, or because it is not required. (3) Exhibits See exhibits listed under Part (b) below. (b) Exhibits 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). Item 16. Form 10-K Summary Not applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Switzerland, Dietikon on October 27, 2 020. CANNABIS SUISSE CORP. By: /s/ Suneetha Nandana Silva Sudusinghe Name: Suneetha Nandana Silva Sudusinghe Title: President 30 |
