What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-04-22 compared with 2024-01-25 · 382 added, 297 removed, 347 unchanged (66% of the section changed)

Financial Statements.

BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction

CONSOLIDATED BALANCE SHEETS

November 30, 2023

BALANCE SHEET

February 29, 2024

CURRENT ASSETS

1 unchanged sentence

Accounts receivable

Related party receivables

Other current assets

TOTAL CURRENT ASSETS

Right-of-use asset

Right-of-use asset, net of accumulated depreciation

LIABILITIES AND STOCKHOLDERS’ EQUITY

1 unchanged sentence

Accounts payable and accrued expenses

Bank overdraft

Deferred revenue

Related party payables

Short-term loans (Net of amortization of loan fees)

Short-term loan

SBA loan – current

2 unchanged sentences

LONG-TERM LIABILITIES

Lease liabilities

SBA loan – noncurrent

Lease liabilities – noncurrent

TOTAL LONG-TERM LIABILITIES

1 unchanged sentence

STOCKHOLDERS’ DEFICIENCY

Authorized 10,000,000 shares of preferred stock, of which 2,500,000 shares have been designated Series A Convertible Preferred Stock and 1,000 shares have been designated Series B Preferred Stock

Authorized 10,000,000

shares of preferred stock, of which 2,500,000

shares have been designated Series A Convertible Preferred Stock and issued and 1,000

shares have been designated Series B Preferred Stock and issued

Common stock, without par value:

20,000,000,000 shares

20,000,000,000

shares authorized;

10,431,749,347

and 10,059,677,919

shares issued and outstanding at November 30, 2023, and May 31, 2023, respectively.

shares issued and outstanding at February 29, 2024, and May 31, 2023, respectively.

Additional paid-in capital

4 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

The accompanying notes are an integral part of

these consolidated financial statements.

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

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended November 30

Six Months Ended November 30

CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended

Nine Months Ended

February 29, 2024

February 28, 2023

Cost of revenues

9 unchanged sentences

Forgiveness of debt

Total other income

$ ( 124,428 )

$ ( 219,886 )

Total other income (expense)

$ ( 209,192 )

8 unchanged sentences

$ ( 0.00004 )

$ ( 0.00003 )

$ ( 0.00005 )

The accompanying notes are an integral part of

these consolidated financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months ended November 30

OPERATING ACTIVITIES

$ ( 306,217 )

$ ( 431,917 )

Adjustments to reconcile net income:

Amortization of right-of-use-asset and liability

Forgiveness of PPP loan

Changes in assets and liabilities

Accounts receivable

Bank overdraft

Accounts payable and accrued expenses

Deferred revenue

NET CASH USED IN OPERATIONS

FINANCING ACTIVITIES

Proceeds from sales of common stock

Rescission of sales of common stock

Proceeds of short-term loans

Proceeds from shareholder loans

Change in lease liability

Modification of SBA loan

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET DECREASE IN CASH

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

Supplemental disclosure of cash flow information

Cash paid for interest

Cash paid for taxes

The accompanying notes are an integral part of

these consolidated financial statements.

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

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

1 unchanged sentence

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY

A Convertible

B Convertible

Preferred Stock

Additional Paid-In

Balance - May 31, 2023

10,059,677,919

$ ( 4,682,736 )

$ ( 591,665 )

Sales of common stock for cash

Rescission of stock sale

Net loss for the quarter

Balance - August 31, 2023

August 31, 2023

10,331,749,347

( 4,864,528 )

Net loss for the quarter

1 unchanged sentence

10,331,749,347

( 4,988,954 )

Issuance of common stocks for service

Net loss for the quarter

Balance - February 29, 2024

10,431,749,347

$ ( 5,198,146 )

$ ( 976,078 )

Balance May 31, 2022

8,612,998,299

$ ( 3,650,156 )

$ ( 361,051 )

Sales of common stock for cash

Change in value of common stock

Exchange of Series B preferred

Change in par value of common stock

Exchange of Series B Preferred Stock

for common stock

( 595,467,205 )

2 unchanged sentences

8,142,531,094

Sales of common stock

( 3,862,186 )

Sales of common stock for cash

Net loss for the quarter

1 unchanged sentence

8,846,919,983

The accompanying notes are an integral part of

these consolidated financial statements.

( 4,082,072 )

Sales of common stock for cash

Reconciling difference

Net loss for the quarter

Balance February 28, 2023

9,459,677,919

$ ( 4,406,729 )

$ ( 481,658 )

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

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2023

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

OPERATING ACTIVITIES

$ ( 515,410 )

$ ( 756,574 )

Adjustment for issuance of common stock (non-cash expense)

Amortization of right-of-use-asset and liability

Forgiveness of PPP loan

Adjustment to reconcile net income

Changes to lease liability

Changes in assets and liabilities

Accounts receivable

Accounts payable and accrued expenses

Bank overdraft

Deferred revenue

Related party payable

NET CASH USED IN OPERATIONS

INVESTING ACTIVITIES

NET CASH PROVIDED BY INVESTING ACTIVITIES

FINANCING ACTIVITIES

Proceeds from issuance of common stock

Sale of preferred stocks

Proceeds of short-term loans

Repayment of SBA loan

Repayment of related party loan

Proceeds from related party loan

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET DECREASE IN CASH

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

Supplemental disclosure of cash flow information

Cash paid for interest

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

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

(formerly named China Infrastructure Construction

Notes to Unaudited Consolidated Financial Statements

February 29, 2024

Note 1 – Organization and Business

Organization and Operations

Cannabis 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.

Note 2 – Summary of Significant Accounting

Cannabis 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.

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.

Note 2 – Summary of Significant

Accounting Policies

Accounting Principles

10 unchanged sentences

unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present

the financial position of the Company at November 30, 2023, and the results of operations and cash flows for the periods presented.

results of operations for the six months ended November 30, 2023, are not necessarily indicative of the operating results for the full

the financial position of the Company at February 29, 2024, and the results of operations and cash flows for the periods presented.

results of operations for the nine months ended February 29, 2024, are not necessarily indicative of the operating results for the full

fiscal year or any future period.

30 unchanged sentences

The Company had

zero investment securities that were deemed cash equivalents at November 30, 2023, and May 31, 2023, respectively.

zero investment securities that were deemed cash equivalents at February 29, 2024, and November 30, 2023, respectively.

Accounts Receivable

Included in accounts receivable on the balance

sheets are amounts primarily related to customers.

The Company estimates losses on receivables based on known troubled accounts and historical

experience of losses incurred.

Receivables are considered impaired and written off when it is probable that all contractual payments due

will not be collected in accordance with the terms of the related agreement.

Based on experience and the judgment of management, there

was no allowance for doubtful accounts at November 30, 2023, and May 31, 2023.

Included in accounts receivable on the

balance sheets are amounts primarily related to customers.

The Company estimates losses on receivables based on known troubled

accounts and historical experience of losses incurred.

Receivables are considered impaired and written off when it is probable that

all contractual payments due will not be collected in accordance with the terms of the related agreement.

Based on experience and

the judgment of management, there was no

allowance for doubtful accounts at February 29, 2024, and May 31, 2023.

Revenue Recognition

The Company follows the Financial Accounting Standards

Board’s (“FASB”) Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers

(Topic 606), as amended.

This standard requires a company to recognize revenues when it transfers goods or services to customers in

an amount that reflects the consideration that it expects to receive for them.

The Company follows the Financial Accounting

Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts

with Customers (Topic 606), as amended.

This standard requires a company to recognize revenues when it transfers goods or

services to customers in an amount that reflects the consideration that it expects to receive for them.

Under ASU No.

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and revenue is recognized.

These advance payments are not treated as financing component based on the guidance in ASC 606-10-32-196-16

These advance payments are not treated as financing components 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

26 unchanged sentences

Remaining Performance Obligations

The 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, 2023, and May 31, 2023, the Company had no remaining performance obligations.

The 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 February 29, 2024, and May 31, 2023, the Company had no remaining

performance obligations.

Share-Based Payments

ASC 718, “ Compensation – Stock

Compensation, ” prescribes accounting and reporting standards for all share-based payment transactions.

In June 2018, FASB issued

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.

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.

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

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.

(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

The Company follows ASU 2016-18, “ Statement

4 unchanged sentences

Fair Value Measurements

The Company has adopted ASC Topic 820, Fair

Value Measurements, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring

fair value and expands disclosure of fair-value measurements.

The Company has adopted ASC Topic

820, Fair Value Measurements, which defines fair value as used in numerous accounting pronouncements, establishes a

framework for measuring fair value and expands disclosure of fair-value measurements.

The estimated fair value of certain financial

18 unchanged sentences

flow modeling inputs based on assumptions).

The Company accounts for income taxes in accordance

with Accounting Standards Codification No.

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.

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

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.

Deferred tax liabilities and assets are classified

13 unchanged sentences

Loss per Share

The Company computes basic earnings per share

amounts in accordance with Accounting Standards Codification Topic 260, “Earnings per Share.” Basic earnings per share

is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding

during the reporting period.

Diluted loss per share is computed by dividing net loss by the weighted average number of 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.

The Company computes basic earnings per

share amounts in accordance with Accounting Standards Codification Topic 260, “Earnings per Share.” Basic

earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of

common shares outstanding during the reporting period.

Diluted loss per share is computed by dividing net loss by the weighted

average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the

At February 29, 2024, and February 28, 2023, the Company had no dilutive

Recently Issued Accounting Standards

3 unchanged sentences

Note 3 – Going Concern

The accompanying consolidated financial statements

have been prepared in conformity with U.S.

GAAP, which contemplate the Company’s continuation as a going concern in accordance with

ASC 240-40-50.

The Company’s history of recurring losses, negative working capital and negative 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, 2023, the Company had a net loss

from operations of $ 306,217 , net cash used in operations of $ 295,867 , a working capital deficit of $ 640,567 and an accumulated deficit

of $ 4,988,956 .

The accompanying consolidated financial

statements have been prepared in conformity with U.S.

GAAP, which contemplate the Company’s continuation as a going concern in

accordance with ASC 240-40-50.

The Company’s history of recurring losses, negative working capital and negative 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 February

29, 2024, the Company had a net loss from operations of $ 515,410 ,

net cash used in operations of $ 304,943 , a working capital deficit of $ 782,616

and an accumulated deficit of $ 5,198,146 .

The ability of the Company to continue as a going

9 unchanged sentences

During the years ended May 31, 2021, and May

2020, the Company received one loan of $ 31,750 , two loans of $ 20,833 each and three loans of $ 5,000 each under the Payroll Protection

Program (the “PPP”).

The PPP was established in 2020 as part of the Coronavirus Aid, Relief and Economic Security Act (the

“CARES Act”) to provide loans to qualifying businesses for amounts up to 2.5 times their average monthly payroll expenses.

At May 31, 2022, the Company’s outstanding PPP loans of $ 41,666 were recorded as current liabilities;

these loans were forgiven

on June 21, 2022.

On May 5, 2021, pursuant to the CARES Act, the Company received forgiveness of the loan of $31,750;

it received forgiveness

of a loan of $5,000;

on March 16, 2021, it received forgiveness for a loan of $5,000;

and on March 18, 2021, it received forgiveness for

a loan of $5,000, Each such forgiveness was recorded as other income during the year in which it received official notice that it was

31, 2020, the Company received one loan of $ 31,750 ,

two loans of $ 20,833

each and three loans of $ 5,000

each under the Payroll Protection Program (the “PPP”).

The PPP was established in 2020 as part of the Coronavirus Aid,

Relief and Economic Security Act (the “CARES Act”) to provide loans to qualifying businesses for amounts up to 2.5 times

their average monthly payroll expenses.

At May 31, 2022, the Company’s outstanding PPP loans of $ 41,666

were recorded as current liabilities;

these loans were forgiven on June 21, 2022.

On May 5, 2021, pursuant to the CARES Act, the

Company received forgiveness of the loan of $31,750;

it received forgiveness of a loan of $5,000;

on March 16, 2021, it received

forgiveness for a loan of $5,000;

and on March 18, 2021, it received forgiveness for a loan of $5,000, Each such forgiveness was

recorded as other income during the year in which it received official notice that it was forgiven.

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

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.

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-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 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.

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-19 pandemic.

bears interest at the rate of 3.75 %

per annum and is payable in monthly installments of $ 518

over a 30 -year

An additional $ 4,000

borrowed under EIDL, which was provided for payroll, was forgiven and recorded as Other Income during 2022.

The Company’s EIDL loans were recorded in

the balance sheet as follows:

The Company’s EIDL loans were recorded

in the balance sheet as follows:

Schedule of EIDL loans

November 30, 2023

February 29, 2024

SBA (EIDL) current portion

8 unchanged sentences

These transactions 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 November 30, 2023, the outstanding balance, including interest, was $ 54,028 .

On August 8, 2022, the Company entered into a financing 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 $ 3,057 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 % and was to be repaid at the rate of $ 3,057 per week for four weeks.

On December 20, 2022, the Company increased the loan to $ 76,000 and modified the financing agreement 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.

The outstanding balance at November 30, 2023, including interest, was $ 30,673 .

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 February 29, 2024, the outstanding balance, including interest, was $ 54,029 .

On August 8, 2022, the

Company entered into a financing 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 $ 3,057 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 %

and was to be repaid at the rate of $ 3,057 per

week for four weeks.

On December 20, 2022, the

Company increased the loan to $ 76,000

and modified the financing agreement 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.

The outstanding balance at February 29, 2024, including interest, was $ 38,638 .

On June 29, 2022, the Company borrowed

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, 2023, the outstanding balance

of this loan, including interest, was $ 15,072 .

$ 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 February 29, 2024, the outstanding balance of this loan, including interest, was $ 15,073 .

On August 3, 2022, the Company borrowed

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,

2023, the outstanding balance of this loan, including interest, was $ 15,727 .

Note 5 – Right-of-Use Assets and Lease

The Company leases real property from unrelated

parties under leases that are classified as operating leases.

The right-of-use assets for operating leases are included in right-of-use

assets on the balance sheets, with the corresponding lease liability in liabilities.

Lease expense is recognized on a straight-line basis

over the lease term.

Renewals and terminations are included in the calculation of right-of-use assets and lease liabilities when they

are considered reasonably certain to be exercised.

When the implicit rate is unknown, the incremental borrowing rate, based on the commencement

date, is used in determining the present value of lease payments.

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 February 29, 2024, the outstanding balance of this loan, including interest, was $ 15,553 .

Note 5 – Right-of-Use Assets and

Lease Liabilities

The Company leases real property from

unrelated parties under leases that are classified as operating leases.

The right-of-use assets for operating leases are included in

right-of-use assets on the balance sheets, with the corresponding lease liability in liabilities.

Lease expense is recognized on a

straight-line basis over the lease term.

Renewals and terminations are included in the calculation of right-of-use assets and lease

liabilities when they are considered reasonably certain to be exercised.

When the implicit rate is unknown, the incremental

borrowing rate, based on the commencement date, is used in determining the present value of lease payments.

The following amounts related to leases were recorded

1 unchanged sentence

Schedule of leases

November 30, 2023

February 29, 2024

Right-of-use asset

6 unchanged sentences

office space operating lease under a month-to-month arrangement, payable at the discretion of management.

The Company’s total operating lease expense

was $ 31,210 and $ 17,902 during the quarters ended November 30, 2023, and November 30, 2022, respectively.

See Note 10 for additional lease

The Company’s total operating lease

expense was $ 28,673 and $ 31,210 during

the quarters ended February 29, 2024, and November 30, 2023, respectively.

See Note 10 for additional lease information.

Note 6 -- Revenue

10 unchanged sentences

Schedule of disaggregated revenue

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended

Nine Months Ended

February 29, 2024

February 28, 2023

February 29, 2024

February 28, 2023

Clinical trials

Sales of Product Income

Consulting Fees

Royalty Income

Video Course Purchase

Total revenue

1 unchanged sentence

associated with patient stipends, sleep study fees and audio/video fees.

At November 30, 2023, and November 30, 2022, cost of revenues

At February 29, 2024, and February 28, 2023, cost of revenues

totaled $ 35,721 and $ 77,443 , respectively.

Note 7 – Stockholders’ Deficit

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, issuable in series.

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, issuable in series.

Preferred Stock

The 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 ;

The 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.

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, 2023, and

May 31, 2023, there were 2,500,000 shares of Series A Stock issued and outstanding.

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 an existing common 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.

During the six months ended November 30, 2023,

the Company issued 272,071,428 shares of Common Stock for $ 56,000 , net of a rescission of an issuance of 19,000,000 shares of Common Stock

for $ 19,000 .

At November 30, 2023, and May 31, 2023, there

were respectively 10,331,749,347 and 10,059,677,919 shares of Common Stock issued and outstanding.

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.

November 30, 2023, and May 31, 2023, there were 2,500,000 shares

of Series A Stock issued and outstanding.

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.

preferred shares were issued in exchange for Common Stock to an existing common 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.

During the nine months ended February 29,

2024, the Company issued 372,071,428 shares

of Common Stock for $ 131,000 ,

net of a rescission of an issuance of 19,000,000

shares of Common Stock for $ 19,000 .

On January 16, 2024, and February 9, 2024,

the Company issued a total of 100,000,000 shares

of Common Stock to unrelated parties as consideration under two service agreements.

The market value of the shares issued has been

recorded as expense in the consolidated statement of operations.

At February 29, 2024, and May 31, 2023,

there were respectively 10,431,749,347

and 10,059,677,919

shares of Common Stock issued and outstanding.

Note 8 – Share-Based Compensation

16 unchanged sentences

tax rate decrease from 35 % to 21 % for tax years beginning after December 31, 2017, the transition of U.S.

international taxation

from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign earnings.

The Company is required to recognize the effect of the tax law changes in the period of enactment, such as re-measuring its U.S.

tax assets and liabilities as well as reassessing the net realizability of its deferred tax assets and liabilities.

The Tax Act did not

give rise to any material impact on 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.

international

taxation from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign

The Company is required to recognize the effect of the tax law changes in the period of enactment, such as re-measuring its

deferred tax assets and liabilities as well as reassessing the net realizability of its deferred tax assets and liabilities.

Tax Act did not give rise to any material impact on 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.

Due to changes in ownership provisions of the

income tax laws of the United States of America, net operating loss carryforwards of approximately $ 4,891,136 and $ 3,229,732 at November

30, 2023, and November 30, 2022, respectively, for federal income tax reporting purposes are subject to annual limitations.

When a change

in ownership occurs, the use of net operating loss carryforwards may be limited in future years.

They generally expire 20 years from when

Due to changes in ownership provisions of

the income tax laws of the United States of America, net operating loss carryforwards of approximately $ 5,198,149

and $ 4,406,729

at February 29, 2024, and February 28, 2023, respectively, for federal income tax reporting purposes are subject to annual

When a change in ownership occurs, the use of net operating loss carryforwards may be limited in future years.

generally expire 20 years from when incurred.

Income taxes for 2017 to 2024 remain subject to

10 unchanged sentences

2023, $$4,779 per month for the 10 months ending June 30, 2024, and $4,926 per month for the 12 months ending June 30,

For information regarding the recording of the right-of-use asset and the lease liability in the balance sheets in respect of this

lease, see Note 5.

For information regarding the recording of the right-of-use asset and the lease liability in the balance sheets in

respect of this lease, see Note 5.

Two of the Company’s officers leased

square feet in Houston, Texas (the “Officers’ Leased Property”), under a lease, the term of which commenced on February

29, 2020, and expired on March 14, 2022 , at a rent of $ 3,449 per month.

These officers made a portion of these premises available to the

Company for office space on a month-to-month basis, for which the Company paid them $ 2,817 per month.

On March 15, 2022, these officers

entered into a new lease for the same premises, which expired on September 14, 2022 , at a rent of $ 3,008 per month, and these officers

continued to make a portion of these premises available to the Company for use as office space, for which the Company is paying them $ 2,817

per month on a month-to-month basis.

On September 15, 2022, the officers that leased the Officers’ Leased Property entered into

a new lease for these premises, which expired on March 14, 2023 , at a rent of $ 3,038 per month, and these officers continued to make a

portion of these premises available to the Company for use as office space, for which the Company paid them $ 2,817 per month.

2, 2023, these officers entered into a new lease for the same premises, which expires on September 14, 2023 , at a rent of $ 3,168 per month;

they are continuing to make a portion of these premises available to the Company for use as office space, for which the Company paid them

$ 2,817 per month.

1,400 square feet in Houston, Texas (the “Officers’ Leased Property”), under a lease, the term of which commenced

on February 29, 2020, and expired on March

14, 2022 , at a rent of $ 3,449 per

These officers made a portion of these premises available to the Company for office space on a month-to-month basis, for

which the Company paid them $ 2,817 per

On March 15, 2022, these officers entered into a new lease for the same premises, which expired on September

14, 2022 , at a rent of $ 3,008

per month, and these officers continued to make a portion of these premises available to the Company for use as office space, for

which the Company is paying them $ 2,817 per

month on a month-to-month basis.

On September 15, 2022, the officers that leased the Officers’ Leased Property entered into a

new lease for these premises, which expired on March

14, 2023 , at a rent of $ 3,038

per month, and these officers continued to make a portion of these premises available to the Company for use as office space, for

which the Company paid them $ 2,817

On March 2, 2023, these officers entered into a new lease for the same premises, which expires on September

14, 2023 , at a rent of $ 3,168

they are continuing to make a portion of these premises available to the Company for use as office space, for which the

Company paid them $ 2,817

On September 6, 2023, these officers entered into a new lease therefor, which commenced on September 15, 2023, and will

expire on September 14, 2024 , at a rent of $ 3,164 per month and they are making a portion of these premises available to the Company for

use as office space, for which the Company is paying them $ 2,817 per month.

expire on September

14, 2024 , at a rent of $ 3,164

per month and they are making a portion of these premises available to the Company for use as office space, for which the Company is

paying them $ 2,817 per

Note 11 – Related Party Transactions

1 unchanged sentence

of real property to the Company by two of its officers.

The balance of related party liabilities owed

to certain shareholders totaled $ 224,717 and $ 105,173

at November 30, 2023, and May 31, 2023, respectively.

During the year ended May 31, 2023, the Company

wrote off $ 12,000 owed by a former related party.

The balance of related party liabilities

owed to certain shareholders totaled $ 323,678

and $ 105,173

at February 29, 2024, and May 31, 2023, respectively.

During the year ended May 31, 2023, the

Company wrote off $ 12,000

owed by a former related party.

Note 12 – Off-Balance-Sheet Arrangements

The Company has no off-balance sheet arrangements.

The Company has no off-balance

sheet arrangements.

Note 13 – Concentration of Risk

The Company had revenue, net of taxes and

foreign currency gain/loss of $ 112,656

and $ 165,839

for the six months ended November 30, 2023, and November 30, 2022, respectively.

foreign currency gain/loss of $ 172,979 and

$ 270,413 for the

nine months ended February 29, 2024, and February 28, 2023, respectively.

The Company had one customer that provided

of gross revenue for the six months ended November 30, 2023, and two customers that provided 82 % of gross revenue for the quarter ended

November 30, 2022.

of gross revenue for the nine months ended February 29, 2024, and two customers that provided 71 %

of gross revenue for the nine months ended February 29, 2023.

Note 14 – Subsequent Events

During the six months ended November 30,

2023, the COVID-19 pandemic continued to have a material adverse effect on the Company’s educational business because

governmental measures that we imposed to control it resulted in the closing of classrooms and other educational venues, and also

hindered the Company’s franchising and consulting activities.

As the pandemic has abated, many of these restrictions have been

removed and the Company is beginning to resume normal operations.

If the pandemic does not continue to abate, because of infections

resulting from emerging virus variants or for other reasons, restrictions could be reimposed or increased.

The ultimate impact of

the pandemic will depend on future developments, which are highly uncertain and cannot be predicted.

On January 16, 2024, the Company issued 50,000,000

shares of Common Stock to an unrelated party as consideration under a consulting agreement.

During the nine months ended February 29, 2024,

the COVID-19 pandemic continued to have a material adverse effect on the Company’s educational business because governmental measures

that we imposed to control it resulted in the closing of classrooms and other educational venues, and also hindered the Company’s

franchising and consulting activities.

As the pandemic has abated, many of these restrictions have been removed and the Company is beginning

to resume normal operations.

If the pandemic does not continue to abate, because of infections resulting from emerging virus variants

or for other reasons, restrictions could be reimposed or increased.

The ultimate impact of the pandemic will depend on future developments,

which are highly uncertain and cannot be predicted.

After March 1, 2024, the Company repaid the estate

of a deceased officer $2,500.

On April 12, 2024, the Company signed a 12-month

lease for 6201 Bonhomme Road, Suite 435N, comprising 1,367 square feet.

The lease provides for base rent of $1,631 per month.

The effective

date of the lease is May 1, 2024.

This new lease replaces the existing lease for 6201 Bonhomme Road, Suite 466S.

Management has evaluated all other subsequent

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements