Current Report Filing (8-k)
2022年7月29日 - 5:40AM
Edgar (US Regulatory)
0001680132
false
0001680132
2022-05-24
2022-05-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
U.S. 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): May
24, 2022
CANNABIS SUISSE CORP.
(Exact Name of Registrant as Specified in Its Charter)
NV 333-213009
38-3993849
(State or Other Jurisdiction (Commission File Number)
(I.R.S. Employer
of Incorporation) Identification No.)
10 North Newman Street, Suite A, Jacksonville, FL 32202
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number,
including area code: (305) 762-2585
6607 Clara Street # 270, Bell Gardens, CA,
90201
(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 (See General Instruction A.2 below):
[ ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 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:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on
Which Registered |
|
|
|
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 (X)
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 1.01 ENTRY INTO A MATERIAL DEFI NITIVE AGREEMENT.
On May 24, 2022, Suneetha Nandana
Silva Sudusinghe (owner of 12,400,000 shares of common stock and 5,000,000 shares of preferred stock, representing 50.43 of the total
common stock of the Company) sold these shares to Scott Mcalister for the sum of $450,000 (see Exhibit 2.1 attached hereto). At the same
time, the Company acknowledges, transfers, assigns and conveys to Okie, LLC (“Assignee”) and all of its successors the total
amount of $135,000 in the aggregate due under various loans agreement to the Assignee’s described as follows (see Exhibits 2.2 through
2.5 attached hereto):
(a) A loan agreement by
and between Alan Parrik and the Company, dated January 19, 2022, in the amount of $85,000;
(b) A loan agreement by
and between Noi Tech LLC and the Company, dated April 15, 2021, and, as of March 29, 2022, had a loan balance for future conversion in
the amount of $20,000; and
(c) A loan agreement by
and between Serhii Cherniienko and the Company, dated April 15, 2021; and, as of December 23, 2021, had a loan balance for future conversion
in the amount of $30,000.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
As a result of the transaction
described in Item 1.01 above, control of the Company has changed from Mr. Sudusinghe to Mr. Mcalister. There are no arrangements or understandings
among the former and the new control person and their associates with respect to election of directors or other matters.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 24, 2017, the Company’s
sole director, Suneetha Nandana Silva Sudusinghe appointed Scott
Mcalister as a new director of the Company. Thereafter, Mr. Sudusinghe appointed
John Carlin as President (Principal Executive Officer)
of the Company, and Robert Carlin as Secretary/Treasurer (Principal Financial and Accounting
Officer) of the Company in place of himself in these positions, Immediately
thereafter Mr. Sudusinghe resigned as a director of the Company.
(a) Scott
Mcalister, Director.
Scott
Mcalister, age 41, is an entrepreneur who has led a number of successful startups ranging from building and development to real
estate and entertainment over the last 20 years. His building and development background, the employee teams who surround him
and fundamental business practices have been a key part in a history of successful execution, management and operations of his
businesses. Mr. Mcalister was the owner of SWM
Builders, LLC, a commercial real estate developer, from 2005 to 2017. From 2017 to the present, he has been the owner of SWM
Contractors, Inc., a commercial real estate developer. Mr. Mcalister is a licensed general contractor in Florida. He received
his Bachelors Degree in Psychology in 2000 from University of North Florida, Jacksonville, Florida.
(b) John
T. Carlin, President, President (Principal Executive
Officer).
John Carlin, age 66, served as
the chief executive officer of Bitcoin Alley from 2021 to 2022, and principal of Carlin Homes LLC, a home builder, from 2016 to 2021.
During the period of 2011 to 2016, he was vice president of Tennessee Valley Authority. Mr. Carlin was vice president-Nuclear of Constellation
Energy, which offers natural gas, electricity, solar through Sunrun in six states, plus Washington,
D.C., and renewable energy plans, from 2005 to 2011. Mr. Carlin received his Bachelor of Science degree in general science
from State University of New York and his Masters of Business Administration from National University in 1988. He hold a Senior Reactor
Operator Certification (BWR and PWR) and Institute of Nuclear Power Operations Senior Nuclear Plant Manager Program, and participated
in the U.S. Navy Nuclear Power Training Program in 1977.
Mr. Carlin’s background
includes over four decades of experience in the field of power generation. He started his career in the U.S. Navy Nuclear Propulsion Program.
In his career, Mr. Carlin held governance and oversight responsibilities at the fleet and site level for all aspects of operations, engineering,
business operations, physical security, cybersecurity, information technology, regulatory affairs as well as direct management of over
$8B in major projects.
(c) Robert
J. Carlin, Secretary/Treasurer (Principal Financial
and Accounting Officer).
Robert
J. Carlin, age 62 has served (from January 2010 to the present) as an independent business consultant providing investment banking and
compliance consultancy. For the period of August 2016 to the present, he has also served as an equipment specialist focused on capital
equipment. Mr. Carlin received his bachelor's degree in business administration from Virginia Commonwealth University, Richmond, Virginia.
There is no material plan, contract
or arrangement (whether or not written) to which a covered officer is a party or in which he participates that is entered into or material
amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any
such plan, contract or arrangement in connection with any such event.
There
are no transactions with related persons, promoters and certain control persons.
There
is no family relationship between any director, or person nominated or chosen by the to become a director or executive officer.
ITEM 8.01 OTHER EVENTS.
Effective on May 24, 2022, the
address of the Company is changed to 10 North Newman Street, Suite A, Jacksonville, Florida 32202. The new telephone number for the Company
is (305) 762.2585.
Exhibits.
Exhibits included are set forth in the Exhibit Index
pursuant to Item 601of Regulation S-K.
Number Description
SIGNATURE
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Cannabis Suisse Corp.
Dated: July 28, 2022
By: /s/ John Carlin
John Carlin, President
Cannabis Suisse (PK) (USOTC:CSUI)
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Cannabis Suisse (PK) (USOTC:CSUI)
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