SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~May 147, 2024

CANNABIS SUISSE CORP.

(Exact name of registrant as specified in its charter)

Nevada

333-213009

38-3993849

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

10 North Newnan Street, Suite A

Jacksonville, FL

32202

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (904) 595-5820

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

ITEM 43.~~01CHANGE~~02UNREGISTERED INSALES ~~REGISTRANT’S~~OF ~~CERTIFYING~~EQUITY ~~ACCOUNTANT~~SECURITIES.

On ~~March~~May 147, 2024, the ~~sole~~registrant ~~director~~issued of23,976,000 ~~the~~shares ~~Registrant~~of ~~dismissed~~its ~~Accell~~common ~~Audit~~stock &to ~~Compliance,~~its PCEO.A. ~~(“Accell”)~~The asshares ~~the~~were ~~Registrant’s~~issued ~~independent~~as ~~registered~~a ~~public~~result ~~accounting~~of ~~firm.~~a ~~Accell~~company ~~served~~controlled asby the ~~Registrant’s~~CEO ~~independent~~exercising ~~public~~its ~~accounting~~right ~~firm~~to ~~since~~convert ~~2019.~~a ~~Also~~convertible onpromissory ~~March~~note ~~14,~~in ~~2024,~~ the ~~sole~~principal ~~director~~amount of ~~the~~$117,593 ~~Registrant~~into ~~appointed~~shares ~~MAC~~of ~~Accounting~~common ~~Group~~stock &at ~~CPAs.~~a ~~LLP~~price ~~(“MAC”)~~of to$.005 ~~serve~~per asshare. ~~the~~The ~~Registrant’s~~total ~~independent~~amount ~~public~~of ~~accounting firm to audit~~ the ~~Registrant’s~~note ~~financial~~with ~~statements for~~ the ~~fiscal~~accord ~~year~~interest ~~ending~~was ~~May 31~~$119, ~~2024~~980.

~~The~~On ~~audit~~the ~~reports~~same ofdate ~~Accell~~the onregistrant ~~the~~issued ~~Registrant’s~~300,000 ~~financial~~shares ~~statements~~of ~~for~~its ~~the~~common ~~fiscal~~stock ~~years~~to ~~ended~~John ~~May~~L. 31Thomas, ~~2022~~Esq, as partial payment for legal services and ~~2023~~150,000 ~~did~~shares ~~not~~to ~~contain~~Yongqing anRaun, ~~adverse~~CPA, ~~opinion~~as orpartial ~~disclaimer~~payment offor ~~opinion~~accounting ~~and~~services. ~~were~~The ~~not~~shares ~~qualified~~issued orto ~~modified~~Messrs. asThomas toand ~~uncertainty,~~Raun ~~audit~~may ~~scope~~not orbe ~~accounting~~publicly ~~principle~~sold ~~other~~for ~~than~~a anperiod ~~explanatory~~of ~~paragraph~~one ~~regarding~~year. ~~the~~The ~~Registrant’s~~price ~~ability~~of tothe ~~continue~~stock aswas a$.005 ~~going~~per ~~concern~~share.

~~During~~The ~~the~~registrant ~~Registrant’s~~relied ~~fiscal~~on ~~years~~Section ~~ended~~4 ~~May31, 2022 and 2023, and through. November 31, 2023, there was no disagreement~~(sa) ~~with~~2 ~~Accell~~of onthe ~~any~~Securities ~~matter~~Act of ~~accounting principles or practices~~1933, ~~financial~~as ~~statement~~amended ~~disclosure~~in orconnection ~~procedure,~~with ~~which disagreement(s), if not resolved to~~ the ~~satisfaction~~issuance of ~~Accell,~~the ~~would~~securities ~~have~~as ~~caused~~all itinvestors toare ~~make~~knowledgeable aabout ~~reference to~~ the ~~subject~~business ~~matter~~ of the ~~disagreement(s)~~registrant inand ~~connection~~are ~~with~~able ~~its~~to ~~report,~~bear ~~nor were there any “reportable events”, as such term is described in Item304(a)(1)(v) of Regulation S-K promulgated under~~ the ~~Securities~~economic ~~Act~~risk of ~~1934, as amended (~~the ~~“1934 Act”)~~investment.

The Registrant provided Accell with a copy of this Form 8-K prior to filing with the U.S. Securities and Exchange Commission (“Commission”) and requested Accell to furnish the Registrant with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of Accell’s letter, dated March 14, 2024, is attached as Exhibit 16.1 to this Form 8-K.2

During the Registrant’s two most recent fiscal years and through March 14, 2024, the date of the appointment of MAC, neither the Registrant nor any person on its behalf has consulted with MAC with respect to either (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements or (ii) any matter that was the subject of a “disagreement’ or a “reportable event” as such terms are described in Items 304(a)(1)(iv) or 304(a)(1)(v) respectively of Regulation S-K promulgated under the 1934 Act.SIGNATURES

~~ITEM~~Pursuant ~~9.01FINANCIAL~~to ~~STATEMENTS~~the ~~AND~~requirements ~~EXHIBITS~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.	Description
Date: May 9, 2024	Cannabis Suisse Corp.
16.1	Letter from Accell Audit & Compliance, P.A..
	By: /s/ Scott McAlister
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
	Scott McAlister, Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 18, 2024	Cannabis Suisse Corp.
	By: /s/ Scott McAlister
	Scott McAlister, Chief Executive Officer

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