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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~August~~November 3130, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_______________~~_____________ to _______________

Commission File Number: 333-~~267039~~146758

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Colorado	84-4901299
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

6201 Bonhomme Road, Suite 435N, Houston, TX	77036
(Address of Principal Executive Office)	(ZIP Code)

(214) 733-0868

(Registrant’s telephone number, including area code)

____________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark 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~~ 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.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of ~~the~~January ~~latest~~21, ~~practicable date~~2024: 10,~~556~~506,749,347 shares of common stock, without par value.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

for the Quarterly Period Ended ~~August~~November 3130, 2024

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	2122
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2223
Item 1A.	Risk Factors	2223
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2223
Item 3.	Defaults upon Senior Securities	2223
Item 4.	Mine Safety Disclosures	2223
Item 5.	Other Information	2223
Item 6.	Exhibits	2324
SIGNATURES		2425

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

~~CONSOLIDATED~~(formerly ~~BALANCE~~named ~~SHEETS~~China Infrastructure Construction Corp.)

	August 31, 2024			May 31, 2024
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	969		$	755
Accounts receivable		17,176			20,139
Other current assets		598			598
TOTAL CURRENT ASSETS		18,743			21,492
Right-of-use asset		27,537			35,670
TOTAL ASSETS	$	46,280		$	57,162
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	136,302		$	196,088
Bank overdraft		1,548			2,408
Related party payables		572,339			503,214
Short-term loans (net of amortization of loan fees)		112,629			151,267
SBA loan – current		7,054			7,054
Lease liabilities – current		22,225			21,877
TOTAL CURRENT LIABILITIES		852,097			881,908
LONG-TERM LIABILITIES
SBA loan		249,500			249,361
Lease liabilities		–			4,906
TOTAL LONG-TERM LIABILITIES		249,500			254,267
TOTAL LIABILITIES		1,101,597			1,136,175
STOCKHOLDERS’ DEFICIENCY
Authorized 10,000,000 shares of preferred stock, without par value, of which 2,500,000 shares have been designated Series A Convertible Preferred Stock and 2,000 shares have been designated Series B Preferred Stock (2,000 and 1,000 shares outstanding at August 31, 2024, and May 31, 2024, respectively)		–			–
Common Stock, without par value: 20,000,000,000 shares authorized, of which 10,556,749,347 and 10,431,749,347 shares were issued and outstanding at August 31, 2024, and May 31, 2024, respectively.		–			–
Additional paid-in capital		4,355,068			4,255,068
Accumulated deficit		(5,410,385	)		(5,334,081	)
TOTAL STOCKHOLDERS’ DEFICIENCY		(1,055,317	)		(1,079,013	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	46,280		$	57,162

CONSOLIDATED BALANCE SHEETS

See accompanying notes to condensed consolidated financial statements.

	November 30, 2024			May 31, 2024
	(Unaudited)			(Audited)

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,002		$	755
Accounts receivable		13,819			20,139
Other current assets		598			598
TOTAL CURRENT ASSETS		15,419			21,492
Right-of-use asset		19,347			35,670
TOTAL ASSETS	$	34,766		$	57,162

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	166,119		$	196,088
Bank overdraft		2,236			2,408
Related party payables		559,488			503,214
Short-term loans (net of amortization of loan fees)		112,629			151,267
SBA loan - current		14,592			7,054
Lease liabilities - current		17,610			21,877
TOTAL CURRENT LIABILITIES		872,674			881,908

LONG-TERM LIABILITIES
Notes payable		77,437			–
SBA loan		249,500			249,361
Lease liabilities		–			4,906
TOTAL LONG-TERM LIABILITIES		326,937			254,267
TOTAL LIABILITIES		1,199,611			1,136,175

STOCKHOLDERS’ DEFICIENCY
Authorized 10,000,000 shares of preferred stock, without par value, of which 2,500,000 shares have been designated Series A Convertible Preferred Stock and 2,000 shares have been designated Series B Preferred Stock (2,000 and 1,000 shares outstanding at November 30, 2024, and May 31, 2024, respectively		–			–
Common Stock, without par value: 20,000,000,000 shares authorized; 10,506,749,347 and 10,431,749,347 shares issued and outstanding at November 30, 2024, and May 31, 2024, respectively.		–			–
Additional paid-in capital		4,325,068			4,255,068
Accumulated deficit		(5,489,913	)		(5,334,081	)
TOTAL STOCKHOLDERS’ DEFICIENCY		(1,164,845	)		(1,079,013	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	34,766		$	57,162

3The accompanying notes are an integral part of these consolidated financial statements.

~~CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.~~3

~~CONSOLIDATED~~CANNABIS ~~STATEMENTS~~BIOSCIENCE OFINTERNATIONAL ~~OPERATIONS~~HOLDINGS, INC.

(~~Unaudited~~formerly named China Infrastructure Construction Corp.)

	Three Months Ended August 31,
	2024			2023
Revenues	$	178,887		$	72,821
Cost of revenues		8,362			8,820
Gross profit		170,525			64,001
Cost and expenses
General and administrative		61,296			48,083
Contract labor		45,873			95,654
Professional fees		36,570			62,394
Officer compensation		6,000			12,000
Share-based compensation		100,000			–
Rent and lease		18,248			20,953
Travel		142			1,701
Total operating expenses		268,129			240,785
Loss from operations		(97,604	)		(176,784	)
Other income (expense)
Forgiveness of debt		23,638			–
Interest expense		(2,339	)		(5,005	)
Total other income (expense)		21,299			(5,005	)
Net loss	$	(76,305	)	$	(181,789	)
Average common stock outstanding		10,458,923,260			10,331,749,347
Average earnings (loss) per share	$	(0.000007	)	$	(0.00002	)

CONSOLIDATED STATEMENTS OF OPERATIONS

~~See accompanying notes to condensed consolidated financial statements.~~(Unaudited)


	Three Months Ended November 30,						Six Months Ended November 30,
	2024			2023			2024			2023

Revenues	$	74,248		$	63,748		$	253,135		$	136,569
Cost of revenues		7,803			15,092			16,165			23,912
Gross profit		66,445			48,656			236,970			112,656

Cost and expenses
General and administrative		40,128			8,407			101,424			53,376
Contract labor		54,296			46,326			100,169			141,980
Professional fees		7,112			45,028			143,682			107,422
Officer compensation		6,000			12,000			12,000			24,000
Rent and lease		18,439			31,210			36,687			52,163
Travel		97			197			239			1,898
Total operating expenses		126,072			143,168			394,201			380,839

Operating loss		(59,627	)		(94,512	)		(157,231	)		(268,182	)

Other income (expense)
Note Discount Expense		(11,200	)		–			(11,200	)		–
Forgiveness of debt		–			–			23,638			–
Interest		(8,701	)		(29,916	)		(11,040	)		(38,035	)
Total other income		(19,901	)		(29,916	)		1,398	)		(38,035	)

Net loss	$	(79,528	)	$	(124,428	)	$	(155,833	)	$	(306,217	)

Average common stock outstanding		10,497,459,730			10,331,749,347			10,497,459,730			10,331,749,347

Average earnings (loss) per share	$	(0.000008	)	$	(0.00001	)	$	(0.000015	)	$	(0.00003	)

~~CANNABIS~~The ~~BIOSCIENCE~~accompanying ~~INTERNATIONAL~~notes ~~HOLDINGS,~~are an integral part of ~~INC~~these consolidated financial statements.

~~CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY~~4

~~FOR~~CANNABIS ~~THE~~BIOSCIENCE ~~THREE~~INTERNATIONAL ~~MONTHS ENDED AUGUST 31~~HOLDINGS, ~~2024~~ INC.

(~~Unaudited~~formerly named China Infrastructure Construction Corp.)

	Series A Convertible Preferred Stock				Series B Preferred Stock				Common Stock			Additional Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Shares			Capital		Deficit			Total
Balance - May 31, 2024		2,500,000	$	–		1,000	$	–		10,431,749,347	–	$	4,255,068	$	(5,334,081	)	$	(1,079,013	)
Issuance of common stock for services		–		–		–		–		125,000,000			100,000		–			100,000
Issuance of shares of Series B Preferred		–		–		1,000		–		–			–		–			–
Net income for the quarter		–		–		–		–		–	–		–		(76,305	)		(76,305	)
Balance - August 31, 2024		2,500,000	$	–		2,000	$	–		10,556,749,347	–	$	4,355,068	$	(5,410,385	)	$	(1,055,317	)

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY~~ (Unaudited)

FOR THE THREE MONTHS ENDED AUGUST 31, 2023


	Six Months Ended November 30,
	2024			2023

OPERATING ACTIVITIES
Net loss	$	(155,833	)	$	(306,217	)
Adjustments to reconcile net income:
Adjustment for issuance of common stock for service		70,000			–
Amortization of right-of-use-asset and liability		16,323			(58,183	)
Changes in assets and liabilities
Accounts receivable		6,320			(8,854	)
Bank overdraft		(172	)		3,808
Accounts payable and accrued expenses		(29,969	)		102,220	)
Lease liability		(9,173	)		(28,641	)
NET CASH USED IN OPERATIONS		(102,503	)		(295,867	)

FINANCING ACTIVITIES
Proceeds from issuance of common stock		–			75,000
Rescission of shareholder stock purchase		–			(19,000	)
Proceeds from (repayments of) short-term loans		(38,638	)		29,860
Proceeds from shareholder loans		7,538			119,544
Change in notes payable		77,437			–
Change in lease liability		–			84,400
Payments to SBA loan		139			(2,513	)
Proceeds from related party loan		56,274			–
NET CASH PROVIDED BY FINANCING ACTIVITIES		102,750			287,290

NET DECREASE IN CASH		247			(8,576	)

CASH AT BEGINNING OF PERIOD		755			8,913

CASH AT END OF PERIOD	$	1,002		$	337

Supplemental disclosure of cash flow information
Cash paid for interest	$	11,040		$	35,697
Cash paid for taxes	$	–		$	–

~~(Unaudited)~~The accompanying notes are an integral part of these consolidated financial statements.

	Series A Convertible Preferred Stock				Series B Preferred Stock				Common Stock			Additional Paid-In			Accumulated
	Shares		Amount		Shares		Amount		Shares			Capital			Deficit			Total
Balance - May 31, 2023		2,500,000	$	–		1,000	$	–		10,059,677,919	–	$	4,091,071		$	(4,682,736	)	$	(591,665	)
Sales of common stock for cash		–		–		–		–		272,071,428	–		75,000			–			75,000
Rescission of share sale		–		–		–		–		–			(19,000	)		–			(19,000	)
Net loss for the quarter		–		–		–		–		–			–			(181,789	)		(181,789	)
Balance - August 31, 2023		2,500,000	$	–		1,000	$	–		10,331,749,347	–	$	4,147,071		$	(4,864,525	)	$	(717,454	)

~~See~~CANNABIS ~~accompanying~~BIOSCIENCE ~~notes~~INTERNATIONAL ~~to condensed consolidated~~HOLDINGS, ~~financial statements~~INC.

5(formerly named China Infrastructure Construction Corp.)

~~CANNABIS~~CONSOLIDATED ~~BIOSCIENCE~~STATEMENTS ~~INTERNATIONAL~~OF ~~HOLDINGS,~~STOCKHOLDERS’ ~~INC.~~DEFICIENCY

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~(Unaudited)

(Unaudited)

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Common Stock			Additional Paid-In			Accumulated
	Shares		Amount		Shares		Amount		Shares			Capital			Deficit			Total
Balance - May 31, 2024		2,500,000	$	–		1,000	$	–		10,431,749,347		$	4,255,068		$	(5,334,081	)	$	(1,079,013	)
Issuance of common stock for services		–		–		–		–		125,000,000			100,000			–			100,000
Issuance of Series B Preferred Shares		–		–		1,000		–		–			–			–			–
Net loss for the quarter		–		–		–		–		–			–			(76,305	)		(76,305	)
Balance - August 31, 2024		2,500,000	$	–		2,000	$	–		10,556,749,347		$	4,355,068		$	(5,410,385	)	$	(1,055,317	)
Return of common stock issued for services		–		–		–		–		(50,000,000	)		(30,000	)		–			(30,000	)
Net loss for the quarter		–		–		–		–		–			–			(79,528	)		(79,528	)
Balance – November 30, 2024		2,500,000	$	–		2,000	$	–		10,506,749,347		$	4,325,068		$	(5,489,913	)	$	(1,164,845	)

	Three Months Ended August 31,
	Series A Convertible Preferred Stock						Series B Convertible Preferred Stock				Common Stock		Additional Paid-In			Accumulated
	2024			2023
	Shares			Amount			Shares		Amount		Shares		Capital			Deficit			Total
CASH FLOW FROM OPERATING ACTIVITIES:
Balance - May 31, 2023		2,500,000		$	–			1,000	$	–		10,059,677,919	$	4,091,071		$	(4,682,736	)	$	(591,665	)
Net income (loss)	$	(76,305	)	$	(181,789	)
Sales of common stock for cash		–			–			–		–		272,071,428		75,000			–			75,000
Adjustments to reconcile net loss:
Rescission of share sale		–			–			–		–		–		(19,000	)		–			(19,000	)
Issuance of common stock for services		100,000			–
Net loss for the quarter		–			–			–		–		–		–			(181,789	)		(181,789	)
Amortization of right-of-use-asset and liability		(8,133	)		(23,920	)
Balance - August 31, 2023		2,500,000		$	–			1,000	$	–		10,331,749,347	$	4,147,071		$	(4,864,525	)	$	(717,454	)
Changes in assets and liabilities:
Net loss for the quarter		–			–			–		–		–		–			(124,428	)		(124,428	)
Accounts receivable		2,963			(17,444	)
Balance – November 30, 2023		2,500,000		$	–			1,000	$	–		10,331,749,347	$	4,147,071		$	(4,998,953	)	$	(841,882	)
Accounts payable and accrued expenses		(59,786	)		58,654
Deferred revenue		–			(8,333	)
Bank overdraft		(860	)		–
Lease liability		(4,558	)		–
Related party payables		–			50,373
NET CASH PROVIDED BY (USED IN) OPERATIONS		(30,413	)		(74,620	)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock		–			75,000
Rescission of shareholder stock purchase		–			(19,000	)
Change in lease liability		–			(4,435	)
Proceeds from (repayment of) short-term loans		(38,638	)		33,481
Repayment of SBA loan		139			(14,592	)
Proceeds from related party loan		69,126			–
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		30,627			70,453
NET INCREASE (DECREASE) IN CASH		214			(4,167	)
CASH AT BEGINNING OF PERIOD		755			8,913
CASH AT END OF PERIOD	$	969		$	4,746
Supplemental disclosure of cash flow information
Cash paid for interest	$	2,339		$	5,005
Cash paid for taxes	$	–		$	–

~~See~~The accompanying notes toare ~~condensed~~an ~~consolidated~~integral part of these consolidated financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~August~~November 3130, 2024 ~~(Unaudited)~~

~~Note 1 – Organization and Operations~~(Unaudited)

~~Cannabis~~Note ~~Bioscience~~1 ~~International~~– ~~Holdings,~~Organization Inc., a Colorado corporation (the “Company”), was formed on February 28, 2003, as a limited liability company named Fidelity Aircraft Partners LLC. On December 16, 2004, it converted to a corporation under the name Fidelity Aviation Corporation, and on August 24, 2009, it changed its name to China Infrastructure Construction Corp. On February 28, 2018, the Company changed its name to Hippocrates Direct Healthcare, Inc.; on July 4, 2018, it resumed the name China Infrastructure Construction Corp. On December 6, 2022, it changed its name to its present name. The Company provides educational systems focused on medical cannabis in cities throughout the United States and six countries in Latin America. The Company provides services in therapeutic areas of clinical trials and services relating to sleep disorders through its sleep center in Houston, Texas. The Company offered concierge medicine at an affordable price through a membership-based model through its wholly owned subsidiary, Hippocrates Direct Healthcare, LLC, a Texas limited liability company, formed on September 11, 2017; this business was discontinued during the quarter ended August 31, 2020. The Company operated a sleep center, which diagnosed sleep-related disorders, through its subsidiary, Alpha Fertility and Sleep Center, LLC, a Texas limited liability company; its operations were terminated on April 30, 2023.Business

~~Note~~Organization 2and ~~– Summary of Significant Accounting Policies~~ Operations

~~Accounting~~Cannabis ~~Principles~~Bioscience International Holdings, Inc., a Colorado corporation (the “Company”), was formed on February 28, 2003, as a limited liability company under the name Fidelity Aircraft Partners LLC. On December 16, 2009, it converted to a corporation under the name Fidelity Aviation Corporation, and on August 24, 2009, it changed its name to China Infrastructure Construction Corp. On February 28, 2018, the Company changed its name to Hippocrates Direct Healthcare, Inc.; on July 4, 2018, it resumed the name China Infrastructure Construction Corp. On December 6, 2022, it changed its name to its present name. The Company provides educational systems focused on medical cannabis in cities throughout the United States and six countries in Latin America. The Company provides services to third parties in therapeutic areas of clinical trials and conducts clinical trials relating to cannabinoids for its own account. The Company has one non-operating subsidiary, Alpha Fertility and Sleep Center, LLC, a Texas limited liability company, through which it conducted its sleep center business until April 30, 2023.

~~The~~Note ~~accompanying~~2 ~~unaudited~~– ~~consolidated~~Summary ~~financial statements have been prepared by management using the accrual basis~~ of ~~accounting~~Significant ~~in accordance with accounting principles generally accepted~~Accounting in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at August 31, 2024, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 2024, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto for the year ended May 31, 2024.Policies

~~Use~~Accounting ~~of Estimates~~Principles

The ~~preparation~~accompanying ofunaudited ~~financial~~consolidated financial statements inhave ~~conformity with~~been ~~U.S.~~prepared ~~GAAP~~by ~~requires~~ management tousing ~~make~~the ~~significant~~accrual ~~estimates~~basis ~~and~~of ~~assumptions.~~accounting ~~The~~in ~~preparation~~accordance ofwith ~~financial~~accounting ~~statements~~principles generally accepted in ~~conformity with~~the United States of America (“U.S. GAAP”) ~~requires~~for ~~management~~interim tofinancial ~~make~~statements ~~significant estimates~~ and ~~assumptions~~with ~~that affect~~ the ~~reported~~instructions ~~amounts~~to Article 10 of ~~assets~~Regulation ~~and~~S-X ~~liabilities and disclosure~~ of ~~contingent~~the ~~assets~~U.S. Securities and ~~liabilities~~Exchange atCommission (the ~~dates~~“SEC”). ofAccordingly, ~~the~~they ~~financial~~do ~~statements~~not ~~and~~contain ~~the~~all ~~reported amounts~~ of the ~~revenue~~information and ~~expenses during~~footnotes ~~the~~required ~~reporting~~by ~~periods~~U.S. ~~Making~~GAAP ~~estimates~~for ~~requires~~annual ~~management~~financial tostatements. ~~exercise~~In ~~significant~~the ~~judgment.~~opinion ~~Certain~~ of ~~these~~the ~~estimates~~Company’s ~~could~~management, bethe ~~affected~~accompanying byunaudited ~~external~~consolidated ~~conditions,~~financial ~~including~~statements ~~those~~contain ~~unique~~all to the ~~Company’s~~adjustments ~~businesses~~necessary ~~and~~(consisting ~~general~~only ~~economic~~of ~~conditions.~~normal ~~These external~~recurring ~~conditions~~accruals) ~~could~~to ~~have~~present anthe ~~effect~~financial onposition of the Company’s ~~estimates~~at ~~that~~November ~~could~~30, ~~cause~~2024, ~~actual~~and the results toof ~~differ~~operations ~~materially~~and ~~from~~cash ~~its~~flows ~~estimates.~~for the ~~Actual~~periods ~~results~~presented. ~~could~~The ~~differ~~results ~~from~~of ~~those~~operations ~~estimates.~~for ~~The~~the ~~Company~~six ~~re-evaluates~~months ~~all~~ended ofNovember ~~its~~30, ~~accounting~~2024, ~~estimates~~are atnot ~~least~~necessarily ~~quarterly~~indicative ~~based~~of onthe operating ~~these~~results ~~conditions~~for ~~and~~the ~~records~~full ~~adjustments~~fiscal ~~when~~year ~~necessary.~~or ~~Significant~~any ~~estimates~~future ~~relied~~period. ~~upon~~These inunaudited ~~preparing~~consolidated ~~these~~financial statements ~~include~~should ~~revenue recognition,~~be ~~accounts~~read ~~receivable~~in ~~reserves,~~conjunction with ~~accrued~~the ~~expenses,~~audited ~~share-based~~financial ~~compensation~~statements and ~~the~~related ~~recoverability~~notes ofthereto for the ~~Company’s~~year ~~net deferred~~ended ~~tax~~May ~~assets~~31, ~~and any related valuation allowance~~2024.

7Use of Estimates

~~Principles~~The preparation of ~~Consolidation~~financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. Certain of these estimates could be affected by external conditions, including those unique to the Company’s businesses, and general economic conditions. These external conditions could have an effect on the Company’s estimates that could cause actual results to differ materially from its estimates. Actual results could differ from those estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Significant estimates relied upon in preparing these statements include revenue recognition, accounts receivable reserves, accrued expenses, share-based compensation and the recoverability of the Company’s net deferred tax assets and any related valuation allowance.

~~The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.~~7

~~Cash~~Principles ~~and~~of ~~Cash Equivalents~~Consolidation

~~Cash~~The ~~equivalents~~consolidated ~~are~~financial ~~short-term,~~statements ~~highly liquid~~include ~~investments~~the ~~that~~accounts ~~are readily convertible to cash with original maturities~~ of ~~three months or less at~~ the ~~date acquired. The~~ Company ~~had no~~and ~~investment~~its ~~securities~~wholly ~~that~~owned ~~were~~subsidiaries. ~~deemed~~All ~~cash~~intercompany ~~equivalents~~accounts atand ~~August~~transactions ~~31,~~have ~~2024,~~been ~~and~~eliminated ~~May~~in ~~31, 2024~~consolidation.

~~Accounts~~Cash ~~Receivable~~and Cash Equivalents

~~Included~~Cash inequivalents ~~accounts~~are ~~receivable~~short-term, onhighly ~~the balance~~liquid ~~sheets~~investments that are ~~amounts~~readily ~~primarily~~convertible ~~related~~ to ~~customers.~~cash ~~The~~with ~~Company~~original ~~estimates~~maturities ~~losses on receivables based on known troubled accounts and historical experience~~ of ~~losses~~three ~~incurred.~~months ~~Receivables~~or ~~are~~less ~~considered~~at ~~impaired and written off when it is probable that all contractual payments due will not be collected in accordance with~~ the ~~terms~~date ~~of the related agreement~~acquired. ~~Based~~The ~~upon~~Company ~~experience~~had zero ~~and~~investment ~~the~~securities ~~judgment~~that ofwere ~~management,~~deemed ~~there was~~cash noequivalents ~~allowance for doubtful accounts~~ at ~~August~~November 3130, 2024, and May 31, 2024, respectively.

~~Revenue~~Accounts ~~Recognition~~Receivable

~~The~~Included ~~Company~~in ~~follows~~accounts ~~the~~receivable ~~Financial~~on ~~Accounting~~the ~~Standards~~balance ~~Board’s~~sheets ~~(“FASB”)~~are ~~Accounting~~amounts ~~Standards~~primarily ~~Update~~related ~~(“ASU”)~~to Nocustomers. ~~2014-09,~~The ~~Revenue~~Company ~~from~~estimates ~~Contracts~~losses ~~with~~on ~~Customers~~receivables based on known troubled accounts and historical ~~(Topic~~experience ~~606),~~of aslosses ~~amended~~incurred. ~~This~~Receivables ~~standard~~are ~~requires~~considered aimpaired ~~company~~and towritten ~~recognize~~off ~~revenues~~ when it ~~transfers~~is ~~goods~~probable orthat ~~services~~all tocontractual ~~customers~~payments due will not be collected in an ~~amount~~accordance ~~that~~with ~~reflects~~the terms of the ~~consideration~~related ~~that~~agreement. itBased ~~expects~~on toexperience ~~receive~~and the judgment of management, there was no allowance for ~~them~~doubtful accounts at November 30, 2024, and May 31, 2024.

~~Under~~Revenue ASU No. 2014-09, the Company recognizes revenue when a customer obtains control of promised goods or services, or when they are shipped to a customer, in an amount that reflects the consideration that it expects to receive in exchange for them. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (a) it identifies a contract with a customer; (b) it identifies the performance obligations in the contract; (c) it determines the transaction price; (d) it allocates the transaction price to the performance obligations in the contract; and (e) it recognizes revenues when (or as) it satisfies its performance obligation.Recognition

The Company ~~generates~~follows ~~revenue~~the ~~from~~Financial ~~multiple streams,~~Accounting ~~namely,~~Standards ~~clinical~~Board’s ~~trials,~~(“FASB”) ~~consulting~~Accounting ~~fees,~~Standards ~~seminars~~Update ~~and~~(“ASU”) ~~merchandise sales~~No. ~~Revenues~~2014-09, Revenue from ~~product~~Contracts ~~sales are recognized when a customer obtains~~with ~~control~~Customers of(Topic ~~the~~606), ~~Company’s~~as ~~product,~~amended. ~~which~~This ~~occurs~~standard atrequires a ~~point~~company ~~in time or over time, typically upon shipment~~ to ~~the~~recognize ~~customer~~revenues or when ~~services~~ ~~are~~it ~~fulfilled~~transfers ~~and~~goods ~~the~~or ~~customer receives benefit from such~~ services. ~~Revenue is deferred and a liability is established~~ to ~~the~~ ~~extent~~customers ~~that~~in ~~the~~an ~~Company~~amount ~~receives~~that ~~payments~~reflects ~~from~~the ~~customers~~consideration inthat ~~advance~~it ofexpects ~~goods~~to ~~being~~receive ~~shipped~~for ~~or services being rendered~~them.

~~The~~Under ASU No. 2014-09, the Company ~~expenses~~recognizes revenue ~~incremental~~when ~~costs~~a customer obtains control of ~~obtaining~~promised goods or services, or when they are shipped to a customer, in an amount that reflects the consideration that it expects to receive in exchange for them. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (a) it identifies a contract aswith ~~and~~a ~~when~~customer; ~~incurred~~(b) it ifidentifies the ~~expected~~performance ~~amortization~~obligations ~~period~~in ofthe contract; (c) it determines the ~~asset~~transaction inprice; ~~which~~(d) it ~~would~~allocates ~~have~~the ~~been~~transaction ~~recognized~~price isto ~~one~~the ~~year~~performance orobligations in the contract; and (e) ~~less~~it recognizes revenues when (or ~~the~~as) ~~amount~~it issatisfies ~~immaterial~~its performance obligation.

8The Company generates revenue from multiple streams, namely, clinical trials, consulting fees, seminars and merchandise sales. Revenues from product sales are recognized when a customer obtains control of the Company’s product, which occurs at a point in time or over time, typically upon shipment to the customer or when services are fulfilled and the customer receives benefit from such services. Revenue is deferred and a liability is established to the extent that the Company receives payments from customers in advance of goods being shipped or services being rendered.

AThe ~~performance~~Company ~~obligation~~expenses isincremental acosts ~~contractual~~of ~~promise~~obtaining ~~to transfer~~ a ~~distinct product or service to a customer and is the unit of account in the new revenue standard. The~~ contract ~~transaction price~~as ~~is allocated to each distinct performance obligation~~ and ~~recognized as revenue~~ when, orincurred ~~as,~~if the ~~performance~~expected ~~obligation~~amortization isperiod ~~satisfied. Each~~of ~~contract has a single performance obligation as~~ the ~~promise~~asset ~~to transfer the individual goods or services is not separately identifiable from other promises~~ in ~~the~~which ~~contracts~~it ~~and,~~would ~~therefore,~~have ~~not~~been ~~distinct. Revenue from contracts that satisfy the criteria for overtime recognition is~~ recognized ~~as the work progresses. The majority of the Company’s revenue~~ is ~~derived~~one ~~from~~year ~~services provided to customers and is~~or ~~executed~~less ~~typically~~or ~~over~~the aamount ~~period that~~ is ~~typically between 1 to 12 months, based on evaluation of when these services are rendered~~immaterial. Contracts will continue to be recognized over time because of the continuous transfer of control to the customer as services are rendered to customers. Payments made by customers in advance of services being rendered are recorded as deferred revenue.

~~Our~~A ~~significant~~performance ~~payment~~obligation ~~terms~~is ~~for~~a ~~customer~~contractual ~~contracts~~promise ~~vary~~to ~~based~~transfer ona ~~the~~distinct ~~revenue~~product ~~stream.~~or ~~Franchising~~service ~~business clients are required~~ to ~~advance~~ a ~~percentage~~customer ofand is the ~~franchise~~unit ~~fee~~of ~~upon~~account ~~acceptance of~~in the ~~contract.~~new ~~These~~revenue ~~advances,~~standard. ~~when~~The ~~received,~~contract ~~are~~transaction price ~~accounted~~is ~~for~~allocated asto ~~contract~~each ~~liabilities~~distinct onperformance ~~the~~obligation ~~consolidated balance sheet~~ and ~~are subsequently~~ recognized inas revenue when, ~~they~~or ~~are~~as, ~~earned.~~the ~~Contracts~~performance ~~for~~obligation ~~clinical~~is ~~trials~~satisfied. Each ~~typically~~contract ~~provide~~has ~~for~~a ~~progress~~single ~~payments~~performance ~~based~~obligation onas the ~~number of~~promise ~~patients~~to ~~seen,~~transfer ~~with~~the ~~final~~individual ~~payments~~goods ~~generally~~or ~~due~~services ~~within~~is 30not ~~days~~separately ~~upon~~identifiable from ~~completion~~other ofpromises ~~work~~in or the ~~termination~~contracts ofand, ~~the~~therefore, ~~contract~~not distinct. Revenue is ~~recognized~~from ~~when~~contracts ~~all~~that ~~performance~~satisfy ~~obligations under~~ the ~~terms~~criteria offor aovertime ~~contract are satisfied. The Company requires advance payments from~~recognition ~~its~~is ~~consulting~~recognized ~~customers~~as ~~and~~the ~~these~~work ~~payments~~progresses. ~~are~~The ~~recorded~~majority asof ~~contract~~the ~~liabilities~~Company’s onrevenue ~~the~~is ~~consolidated~~derived ~~balance~~from ~~sheet~~services ~~until~~provided ~~service~~to iscustomers ~~performed~~ and is ~~revenue~~executed istypically ~~recognized.~~over ~~These~~a ~~advance~~period ~~payments~~that ~~are~~is ~~not~~typically ~~treated~~between as1 ~~financing~~to ~~components~~12 months, based ~~upon~~on ~~the~~evaluation ~~guidance~~of inwhen ~~ASC~~these ~~606-10-32-196-16 and~~services ~~-17,~~are ~~whereby~~rendered. Contracts ~~the~~will ~~timing~~continue ofto ~~when~~be ~~services~~recognized ~~are~~over ~~provided~~time isbecause atof the ~~discretion~~continuous transfer of ~~the~~control ~~customers,~~to orthe acustomer ~~substantial~~as ~~amount~~services ofare ~~the consideration~~rendered ~~promised~~to bycustomers. ~~the~~Payments ~~customer~~made isby ~~variable~~customers ~~and~~in ~~not~~advance inof ~~the~~services ~~control~~being ofrendered ~~the~~are ~~customer~~recorded oras ~~the~~deferred ~~Company~~revenue.

~~Contracts for educational services require nonrefundable payment in advance and are recorded as revenue when received.~~8

Our significant payment terms for customer contracts vary based on the revenue stream. Franchising business clients are required to advance a percentage of the franchise fee upon acceptance of the contract. These advances, when received, are accounted for as contract liabilities on the consolidated balance sheet and are subsequently recognized in revenue when they are earned. Contracts for clinical trials typically provide for progress payments based on the number of patients seen, with final payments generally due within 30 days upon completion of work or the termination of the contract. Revenue is recognized when all performance obligations under the terms of a contract are satisfied. The Company requires advance payments from its consulting customers and these payments are recorded as contract liabilities on the consolidated balance sheet until service is performed and revenue is recognized. These advance payments are not treated as financing component based on the guidance in ASC 606-10-32-196-16 and -17, whereby the timing of when services are provided are at the discretion of the customers or a substantial amount of the consideration promised by the customer is variable and not in the control of the customer or the Company. There is no significant financing component to to any of the Company’s contracts.

~~Contract~~Contracts ~~Modifications~~for educational services require nonrefundable payment in advance and are recorded as revenue when received.

~~Contracts~~There for the Company’s clinical trial business are subject to modification. These modifications may create new, or change existing, enforceable rights and obligations of the parties thereto. Modifications are generally effected pursuant to an amendment or addendum to the original contract. A contract modification is ~~accounted~~no ~~for~~significant asfinancing acomponent new contract if it reflects an increase in scope that is regarded as distinct from the original contract and is priced in line with the standalone price for the related services. If a contract modification is not considered a new contract, the modification is combined with the original contract and the impact on revenue recognition will depend on whether the remaining services are distinct from the original contract. If they are distinct from those in the original contract, all remaining performance obligations will be accounted for on a prospective basis, with unrecognized consideration allocated to ~~the remaining performance obligations. If the remaining goods~~ orany services are not distinct, the modification will be treated as if it were a part of the existing contract and the effect that the contract modification has on the transaction price and the measure of progress toward satisfaction of the performance obligations are recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the contract modification on a cumulative catch-up basiscontracts.

~~Remaining~~Contract ~~Performance Obligations~~Modifications

~~The~~Contracts for the Company’s ~~follows~~clinical ~~ASC~~trial business ~~606~~are subject to modification. These modifications may create new, ~~which~~or ~~requires~~change ~~the allocation~~existing, enforceable rights and obligations of the parties ~~transaction~~thereto. ~~price~~Modifications are generally effected pursuant to an amendment or addendum to the ~~remaining~~original ~~performance~~contract. ~~obligations~~A ofcontract modification is accounted for as a new contract if it reflects an increase in scope that is regarded as distinct from the original contract and ~~applies~~is priced in line with the standalone price for the related services. If a ~~practical~~contract ~~expedient~~modification ~~allowing it~~is not toconsidered ~~disclose~~a new contract, the ~~amount~~modification is ofcombined with the ~~transaction~~original ~~price~~contract ~~allocated~~and tothe impact on revenue recognition will depend on whether the remaining services are distinct from the original contract. If they are distinct from those in the original contract, all remaining performance obligations will be accounted for ~~contracts~~on a prospective basis, with anunrecognized ~~original expected~~consideration ~~duration~~allocated ofto ~~one~~the ~~year~~remaining orperformance ~~less~~obligations. AtIf ~~August~~the ~~31,~~remaining ~~2024~~goods or services are not distinct, the modification will be treated as if it were a part of the existing contract and ~~May~~the ~~31,~~effect ~~2024,~~that the contract ~~Company~~modification ~~had~~has noon ~~remaining~~the transaction price and the measure of progress toward satisfaction of the performance obligations are recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the contract modification on a cumulative catch-up basis.

9Remaining Performance Obligations

~~Share-Based~~The ~~Payments~~Company follows ASC 606, which requires the allocation of the transaction price to the remaining performance obligations of a contract and applies a practical expedient allowing it not to disclose the amount of the transaction price allocated to the remaining performance obligations for contracts with an original expected duration of one year or less. At November 30, 2024, and May 31, 2024, the Company had no remaining performance obligations.

ASC 718, “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions. In June 2018, FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to non-employees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for share-based payments to non-employees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The Company follows FASB guidance related to equity-based payments, which requires that equity-based compensation be accounted for using a fair value method and recognized as expense in the accompanying statements of operations. Equity-based compensation expense will be recognized as compensation expense.

~~Leases~~ASC 718, “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions. In June 2018, FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to non-employees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for share-based payments to non-employees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. This guidance became effective for the Company on January 1, 2019. Based on its completed analysis, the Company has determined that adopting this guidance will not have a material impact on its financial statements. The Company follows FASB guidance related to equity-based payments, which requires that equity-based compensation be accounted for using a fair value method and recognized as expense in the accompanying statements of operations. Equity-based compensation expense will be recognized as compensation expense.

The Company has adopted ASU 2016-02, Leases (Topic 842), along with related clarifications and improvements, under which lessees are required to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments and a corresponding right-of-use asset on the balance sheet for most leases. The guidance retains the historical accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee. Enhanced disclosures are also required to give financial statement users the ability to assess the amount, timing and uncertainty of cash flows arising from leases.9

~~Cash Flows~~Leases

The Company ~~follows~~has adopted ASU 2016-1802, ~~“Statement~~Leases ~~of Cash Flows~~ (Topic ~~230~~842),” ~~requiring~~along ~~that~~with ~~the~~related ~~statement~~clarifications ofand ~~cash~~improvements, ~~flows~~under ~~explain~~which ~~the~~lessees ~~change~~are inrequired ~~the~~to ~~total~~recognize ~~cash,~~a ~~cash~~lease ~~equivalents~~liability, which represents the discounted obligation to make future minimum lease payments and ~~amounts~~a ~~generally~~corresponding ~~described~~right-of-use asasset ~~restricted~~on ~~cash~~the orbalance sheet ~~restricted~~for ~~cash~~most ~~equivalents~~leases. The ~~provisions~~guidance retains the historical accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of ~~this~~expenses ~~guidance~~and cash flows by a lessee. Enhanced disclosures are also required to begive ~~applied~~financial ~~using~~statement ausers ~~retrospective~~the ~~approach,~~ability ~~which~~to ~~requires~~assess the ~~application~~amount, oftiming ~~the~~and ~~guidance~~uncertainty ~~for~~of ~~all~~cash ~~periods~~flows ~~presented~~arising from leases.

~~Fair~~Cash ~~Value Measurements~~Flows

The Company ~~has~~follows ~~adopted~~ASU ~~ASC~~2016-18, “Statement of Cash Flows (Topic ~~820~~230),” ~~Fair Value~~requiring ~~Measurements,~~that ~~which~~the ~~defines~~statement ~~fair~~of ~~value~~cash asflows ~~used~~explain the change in ~~numerous~~the ~~accounting~~total ~~pronouncements~~cash, ~~establishes~~cash aequivalents, and ~~framework~~amounts ~~for~~generally ~~measuring~~described as restricted cash or restricted cash equivalents. The provisions of this guidance are to be applied ~~fair~~using ~~value~~a ~~and~~retrospective ~~expands~~approach, ~~disclosure~~which requires application of ~~fair-value~~the ~~measurements~~guidance for all periods presented.

~~The~~Fair ~~estimated~~Value fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, is carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features, such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.Measurements

~~ASC~~The ~~Topic~~Company ~~820~~has ~~defines~~adopted fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820, ~~also establishes~~Fair aValue ~~fair-value hierarchy~~Measurements, which ~~requires~~defines anfair ~~entity~~value toas ~~maximize~~used ~~the~~in ~~use~~numerous ofaccounting ~~observable~~pronouncements, ~~inputs~~establishes ~~and~~a ~~minimize~~framework ~~the~~for ~~use of unobservable inputs when~~ measuring fair value. ~~ASC~~and ~~Topic~~expands ~~820~~disclosure ~~describes three levels~~ of ~~inputs that may be used to measure~~ fair -value: measurements.

~~Level~~The 1:estimated ~~Quoted~~fair ~~prices~~value inof ~~active~~certain ~~markets~~financial instruments, ~~for~~including ~~identical~~cash ~~assets~~and cash equivalents, accounts receivable, accounts payable and accrued expenses, is carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features, such as concurrent issuances of warrants and/or ~~liabilities~~embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

~~Level~~ASC 2:Topic ~~Quoted~~820 ~~prices~~defines ~~for~~fair ~~similar~~value ~~assets~~as the exchange ~~and~~price ~~liabilities~~that would be received for an asset or paid to transfer a liability (an exit price) in ~~active~~the ~~markets~~principal or ~~inputs~~most ~~that~~advantageous ~~are~~market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair-value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value:

Level 31: ~~Inputs~~Quoted ~~that~~prices ~~are~~in ~~unobservable (for~~active ~~example,~~markets ~~cash~~for ~~flow~~identical assets ~~modeling~~or ~~inputs based on assumptions)~~liabilities.

10Level 2: Quoted prices for similar assets and liabilities in active markets or inputs that are observable.

~~Income~~Level ~~Taxes~~3: Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

The Company accounts for income taxes in accordance with Accounting Standards Codification No. 740, “Income Taxes” (“ASC 740”). This codification prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and for carryforward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax asset will not be realized.10

~~Deferred~~Income tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting.Taxes

The Company accounts for ~~uncertain~~income ~~tax~~taxes ~~positions~~ in accordance with ~~the~~Accounting ~~provisions~~Standards ofCodification ~~ASC~~No. 740, ~~which~~“Income ~~provides~~Taxes” ~~guidance~~(“ASC as740”). toThis codification prescribes the ~~determination~~use of ~~whether~~the asset and liability method whereby deferred tax ~~benefits~~asset ~~claimed~~and orliability ~~expected to~~account bebalances ~~claimed~~are determined based on adifferences between financial reporting and tax ~~return~~bases ~~should~~of beassets ~~recorded~~and inliabilities ~~its~~and ~~financial~~for ~~statements,~~carryforward ~~under~~tax ~~which~~losses. aDeferred ~~company~~taxes ~~may~~are ~~recognize~~measured using the enacted tax ~~benefit~~rates ~~from~~and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation anallowance, ~~uncertain~~if necessary, to reduce deferred tax ~~position~~assets ~~only~~to their estimated realizable value if it is more likely than not that ~~the~~some ~~tax~~portion or ~~position~~all ~~will~~of ~~be sustained on examination by~~ the ~~taxing~~deferred ~~authorities, based~~tax onasset ~~the~~will ~~technical~~not ~~merits~~be ~~of the position~~realized.

~~The~~Deferred tax ~~benefits~~liabilities ~~recognized~~and inassets ~~financial~~are ~~statements~~classified ~~from~~as ~~such~~current aor ~~position~~noncurrent ~~are measured~~ based on the ~~largest~~classification ~~benefit that has a greater than 50% likelihood~~ of ~~being realized upon ultimate settlement. Accordingly,~~ the ~~Company~~related ~~would~~asset ~~report~~or a liability for ~~unrecognized~~financial ~~tax~~reporting ~~benefits resulting from uncertain tax positions taken~~ or ~~expected~~according to bethe ~~taken~~expected reversal indates aof ~~tax~~the ~~return.~~specific ~~The~~temporary ~~Company elects to recognize any interest and penalties~~differences, if ~~any,~~not related to ~~unrecognized~~an ~~tax benefits~~asset inor ~~tax~~liability ~~expense~~for financial reporting.

~~Income~~The ~~(Loss)~~Company ~~per~~accounts ~~Share~~for uncertain tax positions in accordance with the provisions of ASC 740, which provides guidance as to the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in its financial statements, under which a company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The ~~Company~~tax ~~computes~~benefits ~~basic~~recognized ~~earnings~~in ~~per~~financial ~~share amounts~~statements infrom ~~accordance~~such ~~with~~a ~~Accounting~~position ~~Standards~~are ~~Codification~~measured ~~Topic~~based ~~260,~~on ~~“Earnings~~the ~~per~~largest ~~Share.”~~benefit ~~(“ASC~~that ~~260”)~~has ~~Under ASC~~a ~~260,~~greater ~~(i)~~than ~~basic~~50% ~~earnings~~likelihood ~~(loss)~~of ~~per~~being ~~share~~realized isupon ~~calculated~~ultimate settlement. byAccordingly, ~~dividing net income (loss) available to common stockholders by~~ the ~~weighted average~~Company ~~number~~would ofreport ~~common~~a ~~shares~~liability ~~outstanding~~for ~~during~~unrecognized ~~the~~tax ~~reporting~~benefits ~~period~~resulting ~~and~~from ~~(ii)~~uncertain ~~diluted~~tax ~~loss~~positions ~~per~~taken or ~~share~~expected isto ~~computed~~be bytaken ~~dividing~~in ~~net~~a ~~loss by~~tax ~~the~~return. ~~weighted~~The ~~average~~Company ~~number~~elects ofto ~~shares~~recognize ofany ~~common~~interest ~~stock, common stock equivalents~~ and ~~potentially dilutive securities outstanding during the period. At August 31~~penalties, ~~2024,~~if ~~and August 31~~any, ~~2023,~~related ~~the~~to ~~Company~~unrecognized tax ~~had~~benefits noin ~~dilutive~~tax ~~securities~~expense.

~~Recently~~Loss ~~Issued~~per ~~Accounting Standards~~Share

The Company ~~does~~computes ~~not~~basic ~~believe~~earnings ~~there~~per ~~are~~share amounts ~~any~~in ~~other recently~~accordance ~~issued,~~with ~~but~~Accounting ~~not~~Standards ~~yet~~Codification ~~effective~~Topic 260, ~~accounting~~“Earnings ~~standards~~per ~~that~~Share.” ~~would~~Basic ~~have~~earnings aper ~~significant~~share is ~~impact~~calculated onby dividing net income (loss) available to common stockholders by the ~~Company’s~~weighted ~~financial~~average ~~position~~number of common shares outstanding orduring ~~results~~the reporting period. Diluted loss per share is computed by dividing net loss by the weighted average number of ~~operations~~shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. At November 30, 2023, and November 30, 2022, the Company had no dilutive securities.

~~Note~~Recently 3Issued –Accounting ~~Going Concern~~Standards

The ~~accompanying~~ ~~consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates the~~ Company~~’s continuation~~ asdoes anot ~~going~~believe ~~concern~~there inare ~~accordance~~any ~~with ASC 240-40-50. The Company’s history of recurring losses, negative working capital~~other ~~and~~recently ~~negative cash flows from operating activities raises substantial doubt about its ability to continue as a going concern. Until the quarter ended August 31~~issued, ~~2024,~~but ~~the Company had~~ not ~~generated~~yet ~~any income since inception~~effective, ~~and~~accounting ~~although~~standards ~~the Company generated income during~~ that ~~quarter,~~would ~~its~~have ~~current~~a ~~cash~~significant ~~balances~~impact ~~will~~on ~~not meet its working capital needs. During~~ the ~~quarter ended August 31, 2024, the~~ Company ~~had~~’s ~~net~~financial ~~loss from operations of $97,604,~~position ~~net~~or ~~cash~~results ~~used in operations~~ of ~~$30,413, a working capital deficit of $833,355 and an accumulated deficit of $5,410,385~~operations.

~~The~~Note ~~ability~~3 of– ~~the~~Going Company to continue as a going concern depends on the successful execution of its operating plan, which includes expanding its operations and raising either debt or equity financing. There is no assurance that the Company will be able to expand its operations or obtain such financing on satisfactory terms or at all. If the Company is unsuccessful in these endeavors, it may be required to curtail or cease its operations.Concern

The accompanying consolidated financial statements have dobeen ~~not~~prepared ~~include any~~in ~~adjustments~~conformity ~~related~~with toU.S. GAAP, which contemplate the ~~recoverability~~Company’s orcontinuation ~~classification~~as ofa ~~asset~~going ~~carrying~~concern ~~amounts~~in oraccordance ~~the~~with ASC ~~amounts~~240-40-50. ~~and~~The ~~classification~~Company’s history of ~~liabilities that~~recurring ~~may~~losses, ~~result~~negative ~~should~~working ~~the~~capital ~~Company~~and benegative ~~unable~~cash flows from operating activities raises substantial doubt about its ability to continue as a going concern. The Company has not generated any profits since inception and its current cash balances will not meet its working capital needs. During the quarter ended November 30, 2024, the Company had loss from operations of $157,231, net cash used in operations of $102,503, a working capital deficit of $857,255 and an accumulated deficit of $5,489,913.

~~Note~~The 4ability –of ~~Debt~~the Company to continue as a going concern depends on the successful execution of its operating plan, which includes expanding its operations and raising either debt or equity financing. There is no assurance that the Company will be able to expand its operations or obtain such financing on satisfactory terms or at all. If the Company is unsuccessful in these endeavors, it may be required to curtail or cease its operations.

~~EIDL~~The ~~Loans~~accompanying financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

InNote ~~May~~4 ~~2020,~~– the Company received $143,100 from the Small Business Administration as an Economic Injury Disaster Loan (“EIDL”) to help fund its operations during the COVID-19 pandemic. The loan bears interest at the rate of 3.75% per annum and is payable in monthly installments of $698 over a 30-year period, with deferral of payments for the first 12 months.Debt

InPPP ~~June~~Loans 2020, the Company received proceeds of $106,200 from the Small Business Administration through a second EIDL loan to help fund its operations during the COVID-19 pandemic. The loan bears interest at the rate of 3.75% per annum and is payable in monthly installments of $518 over a 30-year period.

~~The Company’s~~ EIDL ~~loans were recorded in the balance sheet as follows:~~Loans

Schedule of EIDL loans
	August 31, 2024		May 31, 2024
SBA (EIDL) current portion	$	7,054	$	7,054
SBA (EIDL) noncurrent portion		249,500		249,361
Total EIDL loans	$	256,554	$	256,415

In May 2020, the Company received $143,100 from the Small Business Administration as an Economic Injury Disaster Loan (“EIDL”) to help fund its operations during the COVID-19 pandemic. The loan bears interest at the rate of 3.75% per annum and is payable in monthly installments of $698 over a 30-year period, with deferral of payments for the first 12 months. An additional $10,000 borrowed under EIDL, which was provided for payroll, was forgiven and recorded as Other Income during 2022.

~~Short~~In June 2020, the Company received proceeds of $106,200 from the Small Business Administration through a second EIDL loan to help fund its operations during the COVID-~~Term~~19 ~~Loans~~pandemic. The loan bears interest at the rate of 3.75% per annum and is payable in monthly installments of $518 over a 30-year period. An additional $4,000 borrowed under EIDL, which was provided for payroll, was forgiven and recorded as Other Income during 2022.

The Company’s ~~has~~EIDL ~~borrowed money and entered into agreements under which it sold receivables to third parties. In accordance with ASC 470, these agreements are treated as~~ loans ~~encumbering the~~were ~~receivables of the Company~~ recorded in the ~~event~~balance ofsheet ~~default and are accounted for~~ as ~~a debt, such that payments are allocated to principal and interest expense as they are made. These borrowings and agreements are as~~ follows:

· In May 2022, the Company entered into a financing agreement with an unrelated party for a loan of $50,000 at an annual interest rate of 20.9%, to be repaid at the rate of $1,218 per week for one year. At August 31, 2024, the balance of this loan, including interest, was $54,209. Payments under this agreement are in arrears and the Company is negotiating with the unrelated party to reschedule them. · In January 2023, the Company entered into a financing agreement with an unrelated party for a loan of $20,000, bearing interest at the rate of 33.5% per annum, to be repaid at the rate of $1,874 per month. The outstanding balance at August 31, 2024, was $1,674. Payments under this agreement are in arrears and the Company is negotiating with the unrelated party to reschedule them. · In April 2023, the Company entered into a financing agreement with an unrelated party for a loan of $37,475, bearing interest at the rate of 19% per annum, to be repaid at the rate of $1,718 per month. The outstanding balance at August 31, 2024, was $26,300. Payments under this agreement are in arrears and the Company is negotiating with the unrelated party to reschedule them.


	November 30, 2024 (Unaudited)		May 31, 2024 (Audited)
SBA (EIDL) current portion	$	14,592	$	7,054
SBA (EIDL) noncurrent portion		249,500		249,361
	$	264,092	$	256,415

· On August 8, 2022, the Company entered into a financing agreement (the “AF Agreement”) with an unrelated party for a loan of $45,000 at an annual interest rate of 26.4%, to be repaid at the rate of $6,114 per week for 20 weeks, On October 17, 2022, this loan was refinanced to include an additional $10,000, such that it bears interest at an annual interest rate of 26.4%, to be repaid at the rate of $3,057 per week for four weeks. On December 20, 2022, the loan was increased to $76,000 and the financing agreement was modified such that the loan bears interest at an annual interest rate of 26.4% and is to be repaid at the rate of $6,114 per week for 17 weeks. On May 13, 2024, the Company agreed to settle $38,638 owing under the AF Agreement in consideration of a payment of $15,000, which the Company made on June 12, 2024. Under ASC 470Short-~~50-40,~~Term the fair value of extinguished debt, less the fair value of the payment, is to be treated as gain. Accordingly, $23,638 has been recorded in the Company’s consolidated statement of operations for the quarter ended August 31, 2024, as Other income (expense) – Forgiveness of debt. · On June 29, 2022, the Company borrowed $12,500 from an unrelated party at an annual interest rate of 14%. This loan is payable at the weekly rate of $589 for 24 weeks. On October 13, 2022, an additional loan of $6,304 was obtained with a weekly payment of $297 for 24 weeks. At August 31, 2024, the balance of this loan, including interest, was $15,073. Payments under this loan are in arrears and the Company is negotiating with the unrelated party to reschedule them. · On August 3, 2022, the Company borrowed $15,000 from an unrelated party at an annual interest rate of 42.5%, repayable at the rate of $1,188 per month for 18 months. At August 31, 2024, the balance of this loan, including interest, was $15,553. Payments under this loan are in arrears and the Company is negotiating with the unrelated party to reschedule them. · On March 14, 2024, the Company made a promissory note in the principal amount of $66,000 (the “Diagonal Note”) in favor of an unrelated party and received $50,000 after a discount of $11,000 and payment of fees of $5,000. This note was subject to an initial interest charge of $8,580. This note requires the Company to repay the holder in five installments, as follows: a payment of $37,290 on September 15, 2024, and payments of $9,322.50 on each of October 15, 2024, November 15, 2024, December 15, 2024, and January 15, 2025. The discount of $11,000 is recorded in the consolidated financial statement for the year ended May 31, 2024, as other income (expense) – loan discount and the fees under costs and expenses - $0. At August 31, 2024, the balance of this loan, including interest, was $74,850.Loans

~~See~~The ~~Note~~Company 11has ~~for~~entered ~~information~~into ~~regarding~~agreements ~~a promissory~~under ~~note~~which ~~made~~it bysold receivables to third parties. In accordance with ASC 470, these transactions are treated as loans encumbering the receivables of the Company in ~~favor~~the event of adefault ~~related party~~ and ~~cash~~are ~~advances~~accounted ~~made~~for ~~during~~as ~~the~~a ~~year~~debt, ~~ended~~such ~~May~~that ~~31,~~payments ~~2024,~~are byallocated ~~the~~to ~~officers~~principal ofand ~~the~~interest expense ~~Company~~as they are made. These transactions are as follows:

~~Note~~· In May 2022, the Company entered into a financing agreement with an unrelated party for a loan of $50,000 at an annual interest rate of 20.9%, to be repaid at the rate of $1,218 per week for one year. At November 30, 2024, the outstanding balance, including interest, was $54,029. Payments under this agreement are in arrears and the Company is negotiating with the unrelated party to reschedule them. · In January 2023, the Company entered into a financing agreement with an unrelated party for a loan of $20,000, bearing interest at the rate of 33.5% –per ~~Right-~~annum, to be repaid at the rate of~~-Use~~ ~~Assets~~$1,874 per month. At November 30, 2024, the outstanding balance, including interest, was $1,674. Payments under this agreement are in arrears and ~~Lease Liabilities~~the Company is negotiating with the unrelated party to reschedule them. · In April 2023, the Company entered into a financing agreement with an unrelated party for a loan of $37,745, bearing interest at the rate of 19% per annum, to be repaid at the rate of $1,718 per month. At November 30, 2024, the outstanding balance, including interest, was $26,300. Payments under this agreement are in arrears and the Company is negotiating with the unrelated party to reschedule them · On August 8, 2022, the Company entered into a financing agreement (the “AF Agreement”) with an unrelated party for a loan of $45,000 at an annual interest rate of 26.4%, to be repaid at the rate of $6,114 per week for 20 weeks, On October 17, 2022, this loan was refinanced to include an additional $10,000, such that it bears interest at an annual interest rate of 26.4%, to be repaid at the rate of $3,057 per week for four weeks. On December 20, 2022, the loan was increased to $76,000 and the financing agreement was modified such that the loan bears interest at an annual interest rate of 26.4% and is to be repaid at the rate of $6,114 per week for 17 weeks. · On May 13, 2024, the Company agreed to settle $38,638 owing under the AF Agreement in consideration of a payment of $15,000, which the Company made on June 12, 2024. Under ASC 470-50-40, the fair value of extinguished debt, less the fair value of the payment, is treated as gain. Accordingly, $23,638 was recorded in the Company’s consolidated statement of operations for the three months ended August 31, 2024, as Other Income – Forgiveness of Debt. As of November 30, 2024, the balance of this loan, including interest, was $0. · On June 29, 2022, the Company borrowed $12,500 from an unrelated party at an annual interest rate of 14%. This loan is payable at the weekly rate of $589 for 24 weeks. On October 13, 2022, an additional loan of $6,304 was obtained with a weekly payment of $297 for 24 weeks. At November 30, 2024, the outstanding balance of this loan, including interest, was $15,073. · On August 3, 2022, the Company borrowed $15,000 from an unrelated party at an annual interest rate of 42.5%, repayable at the rate of $1,188 per month for 18 months. At November 30, 2024, the outstanding balance of this loan, including interest, was $15,553.

~~The~~See ~~Company~~Note ~~leases~~11 ~~real property from unrelated parties under leases that are classified as operating leases. The right-of-use assets~~ for ~~operating~~information ~~leases~~regarding ~~are~~a ~~included in right-of-use~~promissory ~~assets~~note onmade ~~the~~by ~~balance sheets, with~~ the ~~corresponding~~Company ~~lease liability~~ in ~~liabilities.~~favor ~~Lease~~of ~~expense is recognized on~~ a ~~straight-line~~related ~~basis over~~party ~~the lease term. Renewals~~ and ~~terminations~~cash ~~are~~advances ~~included~~made induring the ~~calculation~~year ofended ~~right-of-use~~May ~~assets and lease liabilities when they are considered reasonably certain to be exercised. When the implicit rate is unknown~~31, ~~the incremental borrowing rate~~2024, ~~based~~by on the ~~commencement date,~~officers ~~is used in determining the present value~~ of ~~lease payments~~the Company.

~~The following amounts related to leases were recorded in the balance sheets:~~13

Schedule of amount related to leases
	August 31, 2024			May 31, 2024
Right-of-use asset	$	35,017		$	43,150
Less: Accumulated amortization		(7,480	)		(7,480	)
Right-of-use asset, net	$	27,537		$	35,670
Lease liabilities – current	$	22,225		$	21,877
Lease liabilities – noncurrent		–			4,906
Operating lease liabilities	$	22,225		$	26,873

Note 5 – Right-of-Use Assets and Lease Liabilities

The Company ~~reimburses~~leases areal ~~related~~property ~~party~~from unrelated parties under leases that are classified as operating leases. The right-of-use assets for anoperating ~~office~~leases are included in right-of-use ~~space~~assets ~~operating~~on the balance sheets, with the corresponding lease ~~under~~liability in liabilities. Lease expense is recognized on a ~~month~~straight-~~to-month~~line ~~arrangement,~~basis over ~~payable~~the atlease term. Renewals and terminations are included in the ~~discretion~~calculation of ~~management~~right-of-use assets and lease liabilities when they are considered reasonably certain to be exercised. ~~See~~When ~~Note~~the 10implicit rate is unknown, the incremental borrowing rate, based on the commencement date, is used in determining the present value of lease payments.

13The following amounts related to leases were recorded in the balance sheets:

The Company’s total operating lease expenses were $18,248 and $20,953 during the three months ended August 31, 2024, and August 31, 2023, respectively.


	November 30, 2024 (Unaudited)			May 31, 2024 (Audited)
Right-of-use asset	$	26,827		$	43,150
Less: Accumulated amortization		(7,480	)		(7,480	)
Right-of-use asset, net	$	19,347		$	35,670

Lease liabilities – current	$	17,610			21, 877
Lease liabilities – noncurrent		–			4,906
	$	17,610		$	26,873

~~See~~The ~~Note~~Company 10reimburses related parties for ~~additional~~an office space operating lease ~~information~~under a month-to-month arrangement, payable at the discretion of management. See Note 10.

The Company’s total operating lease expense was $36,687 and $31,210 during the quarters ended November 30, 2024, and November 30, 2023, respectively. See Note 610 –for ~~Revenue~~additional lease information.

~~Most~~Note of6 ~~the~~-- ~~Company’s revenue is generated by the performance of services to customers and recognized at a point in time based on the evaluation of when the customer obtains control of the products.~~ Revenue is recognized when all performance obligations under the terms of a contract are satisfied, net of certain taxes and gain/loss resulting from changes in foreign currency. Revenue is recorded when customer acceptance is received and all performance obligations have been satisfied. Sales of goods typically do not include multiple products and/or service elements.

~~The~~Most ~~table~~of ~~below summarizes~~ the Company’s ~~disaggregated~~ revenue is generated ~~information:~~by the performance of services to customers and recognized at a point in time based on the evaluation of when the customer obtains control of the products. Revenue is recognized when all performance obligations under the terms of a contract are satisfied, net of certain taxes and gain/loss resulting from changes in foreign currency. Revenue is recorded when customer acceptance is received and all performance obligations have been satisfied. Sales of goods typically do not include multiple products and/or service elements.

Schedule of disaggregated revenue
	Quarter Ended August 31,
	2024		2023
Clinical trials	$	173,386	$	62,958
Consulting fees		–		8,333
Merchandise		501		1,530
Total revenue	$	178,887	$	72,821

The table below summarizes the Company’s disaggregated revenue information:

Cost of revenue consists of third-party costs associated with patient stipends. At August 31, 2024, and August 31, 2023, cost of revenue totaled $8,362 and $8,820, respectively.


	Three Months Ended November 30,				Six Months Ended November 30,
	2024		2023		2024		2023
Clinical trials	$	73,781	$	52,010	$	252,167	$	114,968
Consulting fees		–		8,334		–		16,667
Seminar fees		–		1,975		–		1,925
Royalties		–		–		–		–
Merchandise		467		1,429		968		3,009
Total revenue	$	74,248	$	63,748	$	253,135	$	136,569

~~Note~~Cost 7of –revenue ~~Stockholders’~~consists ~~Deficiency~~of third-party costs associated with patient stipends, sleep study fees and audio/video fees. At November 30, 2024, and November 30, 2023, cost of revenues totaled $16,165 and $23,912, respectively.

The Company is authorized to issue 20,010,000,000 of capital stock, of which 20,000,000,000 shares are common stock, without par value, and 10,000,000 are preferred stock, without par value, issuable in series.14

~~Preferred~~Note ~~Stock~~7 – Stockholders’ Deficiency

The Company ~~has~~is ~~designated~~authorized ~~2,500,000~~to ~~shares~~issue ~~of preferred stock as Series A Convertible Preferred Stock (the “Series A Stock”). Until July~~ 20, ~~2022~~010, ~~each share had a par value of $0.001; on that date~~000, ~~the Company amended its articles of incorporation to provide that each such share has no par value. Under~~000 ~~this amendment, (i) Series A Stock is entitled to receive dividends on the shares~~ of ~~Common~~capital ~~Stock into which such shares are convertible~~stock, ~~(ii)~~ ~~has the voting power~~ of ~~the number of shares of Common Stock into~~ which ~~such shares are convertible~~20,000,000,000 ~~(iii) is redeemable at the option of the Company for a redemption price equal to the number of~~ shares ~~of Common Stock into which the redeemed shares~~ are ~~convertible~~common ~~and (iv)~~stock, ~~are~~without ~~senior~~par ~~to the Common Stock and junior to the Series B Convertible Preferred Stock described below. At August 31~~value, ~~2024,~~ and ~~May 31~~10, ~~2024~~000,000 ~~there~~are ~~were~~preferred 2stock,~~500,000~~ ~~shares~~issuable ~~of Series A Stock issued and outstanding~~in series.

~~On July 20, 2022, the Company designated a series of preferred stock, named Series B~~ Preferred ~~Convertible Preferred~~ Stock, comprising 1,000 shares (“Series B Preferred”). The shares of this series have no par value, are not entitled to dividends, have no liquidation rights, are not redeemable, are not convertible, have 60% of the Company’s voting power and rank senior to the Common Stock and Series A Convertible Preferred Stock. The 1,000 preferred shares were issued in exchange for Common Stock to a shareholder. The Company has deemed the value of the preferred and common shares to be the same, resulting in no change to additional paid capital.

14The Company has designated 2,500,000 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Stock”). Until July 20, 2022, each share had a par value of $0.001; on that date, the Company amended its articles of incorporation to provide that each such share has no par value. Under this amendment, (i) Series A Stock is entitled to receive dividends on the shares of Common Stock into which such shares are convertible, (ii) has the voting power of the number of shares of Common Stock into which such shares are convertible, (iii) is redeemable at the option of the Company for a redemption price equal to the number of shares of Common Stock into which the redeemed shares are convertible and (iv) are senior to the Common Stock and junior to the Series B Convertible Preferred Stock described below. At November 30, 2024, and May 31, 2024, there were 2,500,000 shares of Series A Stock issued and outstanding.

On ~~August~~July 1220, ~~2024~~2022, the Company ~~amended~~designated ~~its~~a ~~amended~~series ~~and~~of ~~restated~~preferred ~~articles~~stock, named Series B Preferred Convertible Preferred Stock, comprising 1,000 shares (“Series B Preferred”). The shares of ~~incorporation~~this series have no par value, are not entitled to ~~increase~~dividends, ~~the~~have ~~number~~no liquidation rights, are not redeemable, are not convertible, have 60% of ~~shares~~the ~~designated~~Company’s voting power and rank senior to the Common Stock and Series A Convertible Preferred Stock. ~~from~~The 1,000 preferred shares were issued in exchange for Common Stock to ~~2,000~~an ~~and~~existing ~~on August~~common ~~11,~~shareholder. ~~2024,~~The ~~the~~Company ~~Board~~has ~~authorized~~deemed the ~~issuance~~value of the preferred ~~1,000~~and common shares ~~created~~to bybe the ~~amendment~~same, resulting in no change to aadditional ~~related~~paid ~~party~~capital.

AtCommon ~~August 31, 2024, and May 31, 2024, there were respectively 2,000 and 1,000 shares of Series A~~ Stock ~~issued and outstanding.~~

On August 11, 2024, the Board authorized the issuance of 125,000,000 shares of Common Stock to a related party on May 31, 2025, May 31, 2026, May 31, 2027, and May 31, 2028, as compensation for his services as treasurer and a director of the Company during the years then ended, if he is serving as treasurer on those dates. Also, on August 11, 2024, the Board authorized the issuance of, and the Company issued 1,000 shares of Series B Preferred to this related party as compensation for services to be rendered by him in raising capital.

On August 11, 2024, the Board authorized the issuance of 125,000,000 shares of Common Stock to a related party onas compensation for his services as secretary the Company for the years ended May 31, ~~2025~~2024, May 31, ~~2026~~2025, May 31, ~~2027~~2026, and May 31, ~~2028~~2027, asin compensation for ~~his~~ such services ~~as treasurer and a director of the Company~~ during the years then ended, if he is serving as ~~treasurer~~secretary on those dates. Also, on August 11, 2024, the Board authorized the issuance of, and the Company issued 1,000 shares of Series B Preferred to this related party as compensation for services to be rendered by him in raising capital.

On ~~August~~October 1128, 2024, ~~the~~an ~~Board~~unrelated ~~authorized~~party ~~the~~returned ~~issuance of 125~~50,000,000 shares of Common Stock to ~~a related party as compensation for his services as secretary~~ the Company ~~for the years ended May 31, 2024, May 31, 2025, May 31, 2026, and May 31, 2027,~~ in ~~compensation~~consideration ~~for~~of ~~such services during~~ the ~~years~~termination ~~then~~of ~~ended,~~a ifservices ~~he is serving as secretary on those dates~~agreement.

At ~~August~~November 3130, 2024, and May 31, 2024, there were respectively 10,~~556~~506,749,347 and 10,431,749,347 shares of Common Stock issued and outstanding.

Note 8 – Share-Based Compensation

On July 20, 2022, the Company adopted its 2022 Equity Incentive Plan, which provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units and performance awards to directors, officers, employees and consultants, as determined by the Board, as plan administrator. The Company will recognize as share-based compensation expense all share-based payments to employees over the requisite service period (generally the vesting period) in its consolidated statements of operations based on the fair values of the awards that are issued.

~~Note 9 – Income Taxes~~15

~~The~~Note ~~Company~~9 ~~provides~~– ~~for~~Income income taxes under ASC 740. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.Taxes

OnThe ~~December~~Company ~~22,~~provides ~~2017,~~for ~~the~~income ~~2017~~taxes ~~Tax~~under ~~Cuts and Jobs~~ASC ~~Act~~740. ~~(the~~Under ~~“Tax Act”) was enacted into law, making significant changes to~~ the ~~Code.~~asset ~~These~~and ~~changes~~liability ~~included~~method aof ~~federal~~ASC ~~corporate tax~~740, ~~rate~~deferred ~~decrease from 35% to 21% for~~ tax ~~years~~assets ~~beginning~~and ~~after~~liabilities ~~December~~are ~~31,~~recorded ~~2017,~~based on the ~~transition~~differences ~~of U.S. international taxation from~~between athe ~~worldwide~~financial ~~tax~~statement ~~system to a territorial system~~ and ~~a one-time transition~~ tax onbasis ~~the mandatory deemed repatriation~~ of ~~foreign~~assets ~~earnings. The~~and ~~Company~~liabilities isand ~~required to recognize~~ the ~~effect of the~~ tax ~~law~~rates ~~changes~~ in ~~the~~effect ~~period~~when ofthese ~~enactment,~~differences ~~such~~are asexpected ~~re-measuring~~to ~~its U~~reverse.~~S. deferred~~ ~~tax~~A ~~assets~~valuation ~~and~~allowance ~~liabilities~~is asprovided ~~well~~for ascertain ~~reassessing the net realizability of its~~ deferred tax assets ~~and~~if ~~liabilities.~~it ~~The~~is ~~Tax~~more ~~Act~~likely ~~did~~than not ~~give~~ ~~rise~~that ~~to any material impact on~~ the ~~balance sheets and statements of operations due to the~~ Company’s ~~historical~~will ~~worldwide~~not ~~loss~~realize tax ~~position~~assets ~~and~~through ~~the~~future ~~full valuation allowance on its net U~~operations.~~S. deferred tax assets.~~

~~Due~~On toDecember ~~changes~~22, in2017, ~~ownership~~the ~~provisions~~2017 ofTax ~~the~~Cuts ~~income~~and Jobs ~~tax~~Act ~~laws~~(the of“Tax ~~the~~Act”) ~~United~~was ~~States~~enacted ofinto ~~America~~law, ~~net~~making ~~operating~~significant ~~loss~~changes ~~carryforwards~~to ofthe ~~$5,410,385~~Code. ~~and~~These ~~$5,410,385~~changes atincluded ~~August~~a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, ~~2024~~2017, ~~and~~the ~~August~~transition of U.S. international taxation from ~~31,~~a ~~2023,~~worldwide ~~respectively,~~tax ~~for~~system ~~federal~~to ~~income~~a territorial system and a one-time transition tax ~~reporting~~on ~~purposes~~the ~~are~~mandatory ~~subject~~deemed torepatriation ~~annual~~of ~~limitations~~foreign earnings. The ~~When~~Company ais ~~change~~required to recognize the effect of the tax law changes in ~~ownership~~the ~~occurs~~period of enactment, such as re-measuring its U.S. deferred tax assets and liabilities as well as reassessing the ~~use~~net realizability of ~~net~~its ~~operating~~deferred ~~loss~~tax ~~carryforwards~~assets ~~may~~and beliabilities. ~~limited~~The inTax ~~future~~Act ~~years.~~did ~~They~~not give ~~generally~~rise ~~expire~~to 20any ~~years~~material ~~from~~impact ~~when~~on ~~incurred~~the balance sheets and statements of operations due to the Company’s historical worldwide loss position and the full valuation allowance on its net U.S. deferred tax assets.

~~Income~~Due ~~taxes~~to ~~for~~changes ~~2017~~in toownership provisions of the income tax laws of the United States of America, net operating loss carryforwards of approximately $5,489,913 and $4,988,953 at November 30, 2024, ~~remain~~and November 30, 2023, respectively, for federal income tax reporting purposes are subject to annual limitations. ~~examination~~When bya change in ownership occurs, the ~~Internal~~use ~~Revenue~~of ~~Service~~net operating loss carryforwards may be limited in future years. They generally expire 20 years from when incurred.

15Income taxes for 2017 to 2024 remain subject to examination.

Note 10 – Commitments and Contingencies

The Company leased premises of approximately 4,500 square feet located at 6201 Bonhomme Road, Suites 460S and 466S, Houston, Texas. The lease provided for a base rent of $3,382 per month, increasing to (i) $3,529 per month on July 1, 2020, (ii) $3,676.04 per month on July 1, 2021, and (iii) $3,823 per month on on July 1, 2022, subject to CPI increase. On March 23, 2023, the Company amended the lease to extend its term to June 30, 2024, at a ~~base~~ base rent of $4,779 per month. For information regarding the recording of the right-of-use asset and the lease liability in the balance ~~sheets~~ sheets with respect to this lease, see Note 5. This lease was terminated effective May 1, 2024, and on that date, the Company leased ~~premises~~ premises of approximately 1,367 square feet located at 6201 Bonhomme Road, Suite 435N, Houston, Texas, under a lease dated April 12, 2024. This lease, which has a one-year term that commenced on May 1, 2024, provides for base rent of $1,631 per month.

Two of the Company’s officers leased 1,400 square feet in Houston, Texas, at 1625 Main St., Houston, Texas, under a lease the term of which commenced on March 15, 2023, and expired on September 14, 2023, at a rent of $3,168 per month. These officers made a portion of these premises available to the Company for use as office space, for which the Company paid them $2,817 per month. These officers entered into a new lease for these premises, which ~~commenced~~ commenced on September 15, 2023, and expired on September 14, 2024, at a rent of $3,164 per month and they made a portion of these premises ~~available~~ available to the Company for use as office space, for which the Company paid them $2,817 per month. On September 3, 2024, one of the Company’s officers entered into a new lease for these premises. The term of the lease began on September 15, 2024, and will end on August 14, 2025. The officer has made a portion of these premises available to the Company for use as office space, for which the Company will pay him $2,817 per month.

~~Note 11 – Related Party Transactions~~16

~~See~~ Note 711 ~~for~~– ~~information~~Related ~~respecting~~Party ~~the issuance of the Company’s equity securities to related parties and Note 10 for information respecting the lease of real property to the Company by two of its officers.~~Transactions

~~During~~See ~~the~~Note ~~quarter~~7 ~~ended~~for ~~August~~information ~~31,~~respecting ~~2024,~~ the issuance ~~Company~~of ~~received~~the ~~cash~~Company’s ~~advances~~equity ~~from~~securities to related parties ofand ~~$166,918~~Note 10 for ~~use~~information asrespecting ~~working~~the ~~capital~~lease of real property to the Company by two of its officers.

AtDuring ~~August~~the ~~31,~~year ~~2024.~~ended ~~and~~ May 31, ~~2024~~2023, the Company ~~was~~received ~~indebted~~cash toadvances from related parties ~~for~~of ~~cash~~$101,335 ~~advances made by them~~ for use as working capital ~~in the respective amounts of $572,340 and $503,214~~.

~~Note~~At 12November –30, ~~Off-Balance-Sheet~~2024. ~~Arrangements~~and May 31, 2024, the Company was indebted to related parties for cash advances made by them for use as working capital in the respective amounts of $559,488 and $503,214.

~~The~~On September 1, 2024, the Company ~~has~~entered nointo ~~off-balance~~a ~~sheet~~loan ~~arrangements~~agreement with related parties in the principal amount of $75,000 at an interest rate of 15% per annum, which will mature on March 1, 2025. The repayment terms are as follows: on March 1, 2025, $40,000; on April 1, 2025, a payment of $15,417; on May 1, 2025, a payment of $15,417; and on June 1, 2025, a payment of $15,416.

Note 1312 – ~~Concentration~~Off-Balance-Sheet ~~of Risk~~Arrangements

The Company ~~had~~has ~~revenue~~no ofoff-balance ~~$178,887~~sheet ~~and $72,821 for the three months ending August 31, 2024, and August 31, 2023, respectively~~arrangements.

~~The~~Note ~~Company had three customers that provided 84%,~~ 13~~% and~~ ~~2% of~~– ~~gross~~Concentration ~~revenue for the quarter ended August 31, 2024, and for the quarter ended August 31, 2023, seven customers provided 88%~~ of ~~the gross revenue, such that one customer provided 44% of gross revenue, while the other six customers provided 7% of gross revenue each.~~Risk

16The Company had revenue of $253,135 and $136,569 for the six months ended November 30, 2024, and November 30, 2023, respectively.

~~Note~~The 14Company –had ~~Subsequent~~two ~~Events~~customers that provided 80% and 18% of gross revenue for the six months ended November 30, 2024, and one customer provided 54% and another six customers provided 36% of gross revenue for the six months ended November 30, 2023.

~~The~~Note ~~Company~~14 ~~paid~~– ~~$37,290~~Subsequent ~~due on September 15, 2024, under the Diagonal Note.~~Events

~~Management~~On ~~has~~November ~~evaluated~~7, ~~all~~2024, ~~other~~the ~~subsequent~~Company ~~events~~entered a loan ~~when~~agreement ~~these~~with ~~consolidated~~a ~~financial~~related ~~statements~~party ~~were~~in ~~issued~~the principal amount of $50,000, at an interest rate of 13% per annum, which will mature on September 15, 2025, and ~~has~~is ~~determined~~repayable ~~that~~as ~~none~~follows: on May 15, 2025 , a payment of ~~them~~$37,968; ~~requires~~on ~~disclosure~~June ~~herein~~15, 2025, a payment of $9,492; on July 15, 2025, a payment of $9,492; on August 15, 2025, a payment of $9,492; and on September 15, 2025, a payment of $9,492.

17On December 27, 2024, the Company issued 250,000,000 shares of Common Stock to a related party for $75,000.

~~Item~~Management has evaluated all other subsequent 2.events ~~Management’s~~when ~~Discussion~~these ~~and~~consolidated ~~Analysis~~financial ofstatements ~~Financial~~were ~~Condition~~issued and ~~Results~~has determined that none of ~~Operations~~them requires disclosure herein.

The financial data discussed below are derived from the unaudited consolidated financial statements of the Company as of August 31, 2024, which were prepared and presented in accordance with United States generally accepted accounting principles for interim financial statements. These financial data are only a summary and should be read in conjunction with the unaudited financial statements and related notes contained herein, which more fully present the Company’s financial condition and operations as at that date and with its audited financial statements and notes thereto contained in its Annual Report on Form 10-K for the year ended May 31, 2024. The results set forth in these consolidated financial statements are not necessarily indicative of the Company’s future performance. This item and other parts of this report contain forward-looking statements that involve risks and uncertainties. Actual results may differ significantly from the results discussed in forward-looking statements.17

~~Information~~Item ~~about~~2. ~~the~~Management’s ~~Company~~Discussion and Analysis of Financial Condition and Results of Operations.

~~The~~THE ~~Company,~~FOLLOWING ~~headquartered~~DISCUSSION inSHOULD ~~Houston,~~BE ~~Texas,~~READ ~~conducts~~IN ~~clinical~~CONJUNCTION ~~trials~~WITH ~~for~~THE ~~Sponsors~~COMPANY’S ~~and~~UNAUDITED ~~CROs~~CONSOLIDATED ~~and~~FINANCIAL asSTATEMENTS, aTHE ~~Sponsor~~NOTES ~~through~~THERETO ~~Alpha~~AND ~~Research~~THE ~~Institute~~OTHER ~~and~~FINANCIAL ~~cannabis-related education in classrooms,~~INFORMATION ~~seminars~~APPEARING ~~and~~IN ~~online~~THIS ~~through Pharmacology University~~REPORT. ~~For detailed information about the Company and its operations, see “Description of Business.”~~

~~The Company’s fiscal year begins on June 1 in each year and ends on May 31 in the following year.~~Introduction

~~Going~~The ~~Concern~~financial data discussed below are derived from the unaudited consolidated financial statements of the Company as of November 30, 2024, which were prepared and presented in accordance with United States generally accepted accounting principles for interim financial statements. These financial data are only a summary and should be read in conjunction with the unaudited financial statements and related notes contained herein, which more fully present the Company’s financial condition and operations as at that date, and with its audited financial statements and notes thereto contained in its Annual Report on Form 10-K for the year ended May 31, 2024, filed with the SEC on August 16, 2024. Further, the Company urges caution regarding the forward-looking statements which are contained in this report because they involve risks, uncertainties and other factors affecting its operations, market growth, service, products and licenses that may cause the Company’s actual results and achievements, whether expressed or implied, to differ materially from the expectations the Company describes in its forward-looking statements.

AsGeneral ~~indicated~~Statement ~~in Note 3~~ of the notes to the audited consolidated financial statements for the year ended May 31, 2024, and the report thereon of the Company’s independent auditing firm, there is substantial doubt as to the ability of the Company to continue as a going concern. The Company has incurred recurring losses and recurring negative cash flow from operating activities and has an accumulated deficit, and its ability to continue as a going concern depends on the successful execution of its operating plan, which includes increasing sales of existing services and introducing new services, as well as raising either debt or equity financing.Business

The Company ~~needs substantial additional capital to fund its business~~, ~~including~~headquartered ~~the~~in ~~completion of its business plan and repayment of its debts. No assurance can be given that any additional capital can be obtained or~~Houston, ~~if obtained~~Texas, conducts ~~will~~clinical betrials ~~adequate~~for toSponsors ~~meet~~and ~~its~~CROs ~~needs,~~ and ~~the~~as ~~Company may need to take measures to remain~~ a ~~going concern.~~Sponsor Ifthrough ~~adequate~~Alpha ~~capital~~Research ~~cannot~~Institute ~~be obtained timely~~ and oncannabis-related ~~satisfactory~~education ~~terms,~~in ~~the Company’s operations could be materially negatively impacted~~classrooms, seminars orand itonline ~~could~~through bePharmacology ~~forced to terminate its operations.~~University

~~Overview~~Going Concern

~~The~~As ~~Company~~indicated ~~provides~~in ~~educational~~Note ~~systems~~3 ~~focused~~of the notes to the audited onconsolidated ~~medical~~financial ~~cannabis~~statements infor the ~~United~~year ~~States~~ended ~~and~~May ~~Latin~~31, ~~America~~2024, asand ~~well~~the asreport ~~worldwide~~thereon of the Company’s independent auditing firm, ~~through~~there ~~online~~is ~~education~~substantial ~~and~~doubt ~~services~~as into ~~therapeutic areas~~the ability of ~~clinical~~the ~~trials~~Company to continue as a going concern. The Company’s ~~operating~~has ~~units~~incurred recurring losses and ~~their~~recurring negative cash flow from operating activities ~~were:~~and has an accumulated deficit, and its ability to continue as a going concern depends on the successful execution of its operating plan, increasing sales of existing services and introducing new products and services, as well as raising either debt or equity financing.

·The ~~Alpha~~Company ~~Research~~needs ~~Institute~~substantial –additional ~~Clinical~~capital to ~~trials~~fund its business, including the completion of its business plan and ~~medical~~repayment ~~research~~of its debts. ·No ~~Pharmacology~~assurance ~~University:~~can –be ~~Education,~~given ~~consulting~~that any additional capital can be obtained or, ~~digital~~if ~~publishing~~obtained, ~~marketing~~will be adequate to meet its needs, and ~~franchising~~the ~~related~~Company may need to ~~medical~~take ~~cannabis~~measures to remain a going concern. If adequate capital cannot be obtained on a timely basis and satisfactory terms, the Company’s operations could be materially negatively impacted, or it could be forced to terminate its operations.

~~The company operated a sleep center that diagnosed sleep-related disorders. Its operations were terminated on April 30, 2023.~~18

~~For~~Results ~~further~~of ~~information concerning the Company and its business, see “Business.”~~Operations

18Comparison of the Three Months Ended November 30, 2023, and November 30, 2022

~~Results~~The following table sets forth information from the statements of ~~Operations~~operations for the three months ended November 30, 2023, and November 30, 2022.

Comparison of the Quarter Ended August 31, 2024, and the Quarter Ended August 31, 2023

	Three Months Ended November 30,
	2024			2023
Revenues	$	74,248		$	63,748
Cost of revenues		7,803			15,092
Gross profit		66,445			48,656

Total operating expenses		126,072			143,168	)
Operating loss		(59,627	)		(94,512	)

Non-operating expense:
Interest		(8,701	)		(29,916	)
Note discount		(11,200	)		–
Net loss	$	(79,528	)	$	(124,428	)

~~The following table sets forth information from the consolidated statements of operations for the quarters ended August 31, 2024, and August 31, 2023.~~Revenues

	Quarter Ended August 31
	2024			2023
Revenues	$	178,887		$	72,821
Cost of revenues		8,362			8,820
Gross profit		170,525			64,001
Total operating expenses		268,169			240,785
Operating loss		(97,904	)		(176,784	)
Non-operating income (expense):
Interest		(2,339	)		(5,005	)
Forgiveness of Debt		23,638			–
Net loss	$	(76,305	)	$	(181,789	)

Revenues were $74,248 and $63,748 for the three months ended November 30, 2024, and November 30, 2023, respectively. The increase was primarily due to a $10,500 increase in revenues from clinical trials sales.

Cost of Revenues

~~Revenues~~Cost ~~were~~of ~~$178,887~~revenues ~~and $72,821~~ for the ~~quarters ended~~three ~~August~~months 31ended November 30, 2024, and ~~August~~November 3130, 2023, ~~respectively, primarily due to an increase of $115,428 in revenues from clinical trial contracts, which~~ were $~~178~~7,~~386~~803 ~~in the earlier period~~ and $6215,~~958~~092, ~~in the later because new Sponsors were added~~respectively. ~~Consulting~~The ~~fees~~difference ~~were~~was $0primarily ~~for~~due ~~the~~to ~~quarter ended~~a ~~August~~reduction ~~31,~~in ~~2024,~~cost ~~versus $8,333 for the quarter ended August 31, 2023. Online sales~~ of ~~educational materials decreased by $1,079,~~revenues ~~from $1,580~~ in ~~the~~clinical ~~quarter ended August 31, 2023, to $501 in the quarter ended August 31, 2024~~trials.

Total Operating Expenses

~~Operating~~The following table sets forth total operating expenses for the ~~quarters~~three months ended ~~August 31~~November 30, 2024, and ~~August~~November 3130, 2023~~, consisted of the following~~:

	Quarter Ended August 31,
	Three Months Ended November 30,
	2024		2023
General and administrative	$	6140,~~296~~128	$	488,~~083~~407
Contract labor		4554,~~873~~296		~~95.654~~46,326
Professional fees		367,~~570~~112		6245,~~394~~028
Officer compensation		6,000		12,000
Share-based compensation		100,000		–
Rent		18,439		31,210
Rent		18,248		20,953
Travel		97		197
Travel		142		1,701
Total operating expenses	$	126,072	$	143,168
Total operating expenses	$	268,129	$	240,785

19Total operating expenses were $126,072 and $143,168 for the three months ended November 30, 2024, and November 30, 2023, respectively. The decrease is attributable to reductions of $37,916, $6,000 and $12,771 in professional fees, officer compensation and rent and lease, respectively, offset by an increase of $31,721 in general and administrative.

The increase in operating expenses was primarily due to the issuance of 125,000,000 shares of common stock to a related party in consideration of his services as an officer of the Company and an increase of $13,213 in general and administrative, offset by decreases of $49,781 and $25,824 in contract labor and professional fees respectively.19

Operating Loss

~~For~~Operating ~~the~~income/loss ~~reasons~~increased ~~set~~from ~~forth~~a ~~above, operating~~ loss ~~decreased~~ ~~from~~ of $~~176~~94,~~784~~512 infor the quarter ended ~~August~~November 3130, 2023, to ~~$97,604~~a inloss ~~the quarter ended August 31, 2024. Pursuant to FASB’s ASU No. 2018-07 (see Note 2 –Share-Based Payments), the Company records the issuance~~ of ~~shares~~ ~~in consideration of services~~$59, as627 anfor ~~expense. although such issuance does not involve an expenditure of cash. Accordingly,~~ the ~~issuance~~three ofmonths ~~125,000,000~~ended ~~shares~~November ~~as compensation~~30, ~~which~~ ~~is described above~~2024, ~~was~~primarily ~~reflected~~due asto an increase ~~expense~~ of ~~$100,000~~revenue infrom ~~the~~clinical ~~consolidated~~trial ~~statements~~ of ~~operations for the quarter ended August 31~~$10,500 ~~2024.~~and Ifa ~~the~~decrease ~~Company~~in ~~had~~total ~~not~~operating ~~incurred~~expenses ~~this non-cash expense, it would have recorded income from operations~~ of $217,~~396 for the quarter ended August 31, 2024~~096.

~~Interest~~Other Income

~~Interest~~For ~~was~~the ~~$2,339~~three inmonths ~~the~~ended ~~quarter~~November ~~ended~~30, ~~August~~2024, 31and November 30, ~~2024~~2023, interest was $8,701 and $529,~~005~~916, inrespectively, while the ~~quarter~~note discount expense was $11,200 for the three months ended ~~August~~November 3130, ~~2023~~2024.

~~Other~~Net ~~Income~~Loss

InNet income for the ~~quarters~~three months ended ~~August 31~~November 30, 2024, ~~and~~was ~~August 31~~$79,528 ~~2023,~~versus ~~respectively,~~ the ~~Company~~net ~~recorded~~loss ~~other income~~ of $23124,~~638~~428 ~~and~~for $0the ~~from~~three ~~the~~months ~~forgiveness~~ended ofNovember a30, ~~loan~~2023, for the reasons described above.

~~Net~~Comparison ~~Loss~~of the Six Months Ended November 30, 2024, and November 30, 2023

~~Net~~The ~~loss~~following ~~for~~table ~~the~~sets ~~quarter~~forth ~~ended~~information ~~August 31, 2024,~~from ~~was~~the ~~$76,305,~~statements ~~compared with a net loss~~ of ~~$181,789~~operations for the ~~quarter~~six ~~ended~~months ~~August 31, 2023, for the reasons set forth above in relation to loss from operations~~ ended ~~August~~November 3130, 2024~~. If the Company had not incurred the non-cash expense of $100~~,~~000~~ ~~described~~and ~~above,~~November ~~it would have recorded net income of $26~~30,~~305~~ ~~for the quarter ended August 31, 2024~~2023.

Changes in Financial Condition and Results of Operations

	Six Months Ended November 30,
	2024			2023
Revenues	$	253,135		$	136,569
Cost of revenues		16,165			23,912
Gross profit		236,970			112,656

Total operating expenses		394,201			380,839
Operating loss		(157,231	)		(268,182	)

Non-operating income (expense):
Interest		(11,040	)		(38,035	)
Forgiveness of debt		23,638			–
Note discount		(11,200	)		–
Net loss	$	(155,833	)	$	(306,217	)

At August 31, 2024, the Company had a balance of $969 in cash and cash equivalents and accounts receivable of $17,176, negative working capital of $833,353 and no commitments for capital expenditures. At May 31, 2024, the Company had $755 in cash and cash equivalents and accounts receivable of $20,139, negative working capital of $860,416 and no commitments for capital expenditures. The Company had a negative balance of cash and cash equivalents of $579 on the date of this Report.Revenues

~~During~~Revenues ~~the~~were ~~quarter ended August 31~~$253,135 ~~2024,~~and ~~the Company had net cash used in operations of~~ $30136,~~413,~~569 ~~while~~for ~~during~~ the ~~quarter~~six months ended ~~August~~November 3130, ~~2023~~2024, ~~the~~and ~~Company~~November ~~had net cash used in operations of $99~~30,~~662.~~ ~~On the other hand~~2023, ~~during~~respectively. ~~the~~The ~~quarter~~increase ~~ended~~was ~~August~~primarily ~~31,~~due ~~2024,~~to ~~the~~increase ~~Company~~in ~~had~~clinical ~~net~~trial ~~cash~~and consulting ~~provided~~fees inamounting ~~financing~~to of $30137,~~627,~~199 ~~while~~and ~~during the quarter ended August 31~~$16, ~~2023~~667, ~~the Company had net cash provided in financing of $95,499~~respectively.

During the years ended May 31, 2024, and May 31, 2023, the Company had net cash used in operations of $479,382 and $898,367, respectively, and net cash provided by financing activities of $471,224 and $875,298, respectively. The Company had accumulated deficits of $5,410,385 at August 31, 2024, and $5,334,081 at May 31, 2024.20

~~Off-Balance-Sheet~~Cost ~~Arrangements~~of Revenues

Cost of revenues for the six months ended November 30, 2024, and November 30, 2023, were $16,165 and $23,912, respectively. The ~~Company~~difference ~~has~~was noprimarily ~~off-balance-sheet~~due ~~arrangements~~to a $7,747 decrease in cost of revenues for clinical trials.

~~Recent~~Total ~~Accounting~~Operating ~~Pronouncements~~Expenses

~~Refer~~The tofollowing ~~Note~~table 2sets offorth total operating expenses for the ~~accompanying~~six ~~financial~~months ~~statements.~~ended November 30, 2023, and November 30, 2022:

	Six Months Ended November 30,
	2024		2023
General and administrative	$	101,424	$	53,376
Contract labor		100,169		141,980
Professional fees		143,682		107,422
Officer compensation		12,000		24,000
Rent		36,687		52,163
Travel		239		1,898
Total operating expenses	$	394,201	$	380,839

Total operating expenses were $394,201 and $380,839 for the six months ended November 30, 2024, and November 30, 2023, respectively. The decrease was primarily attributable to reductions of $41,811, $15,476 and $12,000 in contract labor, rent and lease, and officer compensation, respectively, offset by an increase of $48,048 in general and administrative..

Operating Loss

Operating loss decreased from $268,182 for the six months ended November 30, 2023, to $157,231 for the six months ended November 30, 2024, primarily due to increase in revenue from clinical trial amounting to $137,199 and decrease in operating expense from contract labor of $41,811.

Other Income (Expense)

For the six months ended November 30, 2024, and November 30, 2023, interest was $11,040 and $38,035, respectively. During the six months ended November 30, 2024, the Company recorded income of $23,638 from forgiveness of a loan and an expense from note discount amounting to $11,200. As a result, other income (expense) for the six months ended November 30, 2024, and November 30, 2023, showed income of $1,398 and loss of $38,035, respectively.

Net Loss

The net loss for the six months ended November 30, 2024, was $155,833, versus $306,217 for the six months ended November 30, 2023, for the reasons described above.

Changes in Financial Condition and Results of Operations

At November 30, 2024, the Company had $1,002 in cash and cash equivalents and accounts receivable of $13,819, negative working capital of $857,255 and no commitments for capital expenditures. At May 31, 2024, the Company had $755 in cash and cash equivalents and accounts receivable of $20,139, negative working capital of $860,416 and no commitments for capital expenditures. The Company had a balance of cash and cash equivalents of $1,002 on the date of this Report.

During the six months ended November 30, 2024, the Company had net cash used in operations of $102,503, while during the quarter ended November 30, 2023, the Company had net cash used in operations of $295,867. On the other hand, during the six months ended November 30, 2024, the Company had net cash provided in financing of $102,750, while during the quarter ended November 30, 2023, the Company had net cash provided in financing of $287,290. During the years ended May 31, 2024, and May 31, 2023, the Company had net cash used in operations of $479,382 and $898,367, respectively, and net cash provided by financing activities of $471,224 and $875,298, respectively. The Company had accumulated deficits of $5,273,234 at November 30, 2024, and $5,334,081 at May 31, 2024.

Off-Balance-Sheet Arrangements

The Company has no off-balance-sheet arrangements.

Recent Accounting Pronouncements

Refer to Note 2 of the accompanying financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and accordingly is not required to provide information under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of ~~August~~November 3130, 2024. Based on this evaluation, the principal executive officer and the principal accounting officer concluded that these disclosure controls and procedures were not effective as of such date, at a reasonable level of assurance, in ensuring that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is: (i) accumulated and communicated to management (including its principal executive officer and principal accounting officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over ~~financial~~ financial reporting during the three months ended ~~August~~November 3130, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

2122

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

The Company is a smaller reporting company as defined by Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) and accordingly is not required to provide information under this item.

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

Unregistered Sales of Equity Securities

During the three months that ended ~~August~~November 3130, 2024, the Company issued (i) 125,000,000 shares of Common Stock to an officer of the Company as compensation for his services in such ~~capacity~~ capacity during the year ended May 31, 2024, and (ii) 1,000 shares of Series B Preferred Stock to an officer and director of the Company in consideration of services to be rendered in raising capital. These issuances were made in reliance upon the exemptions from registration afforded by Sections 4(a)(2) and/or 4(d) of the Securities Act of 1933 and/or Rule 506(b) or (c) promulgated thereunder.

Use of Proceeds

On December 5, 2023, the Company’s Registration Statement on Form S-1 was declared effective. The Company registered 6,250,000,000 shares of Common Stock for sale for its account, in addition to 3,837,154,885 shares of Common Stock that may be sold by certain selling stockholders. As of the date of the date of this report, the Company has sold no shares and accordingly has received no proceeds of the offering.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Insider Trading Arrangements and Related Disclosure

During the three months ended ~~August~~November 3130, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

2223

Item 6. Exhibits.

Exhibit Number		Title
31		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Accounting Officer*
32		Section 1350 Certification of Principal Executive Officer and Principal Accounting Officer*
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.INS**		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)
104**		Cover Page Interactive Data File (embedded within the Inline XBRL document)

____________

* Filed herewith ** To be filed by amendment

2324

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 thereunto duly authorized.

	CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.
Date: October 21, 2024	By:	/s/ Dante Picazo
Date: January 21, 2025	By:	/s/ Dante Picazo
		Dante Picazo Principal Executive Officer and Principal Accounting Officer

2425

Filing Compare · Cannabis Bioscience International Holdings, Inc.