What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-04-22 compared with 2024-01-25 · 87 added, 84 removed, 100 unchanged (63% of the section changed)

5 unchanged sentences

The financial data discussed below are derived

from the unaudited consolidated financial statements of the Company as of November 30, 2023, which were prepared and presented in accordance

from the unaudited consolidated financial statements of the Company as of February 29, 2024, which were prepared and presented in accordance

with United States generally accepted accounting principles for interim financial statements.

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Going Concern

As indicated in Note 3 of the notes to the audited

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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.

negatively impacted, or it could be forced to curtail or terminate its operations.

Impact of the Covid-19 Pandemic

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Pharmacology University Business .

Company encountered quarantines, restrictions on gatherings and other governmental regulations that precluded classroom education, as

well as restrictions on travel that reduced consulting activities.

The Company reduced the impact of the pandemic by developing online

educational programs and transitioning its workforce to a remote working environment without reducing its workforce.

Revenue from this

operation was increased from $18,323 in the year ended May 31, 2019 (unaudited), to $44,799 and $38,440 in the years ended May 31, 2020,

and May 31, 2021, respectively;

revenue for the year ended May 31, 2022, was $18,341 and for May 31, 2023, was $42,655.

Revenues of this

business for the three months and six months ended November 30, 2023, were $1,925 and $1,925, respectively, compared with revenues for

the three months and six months ended November 30, 2022, of $5,949 and $15,864, respectively.

The Company encountered quarantines, restrictions

on gatherings and other governmental regulations that precluded classroom education, as well as restrictions on travel that reduced consulting

The Company reduced the impact of the pandemic by developing online educational programs and transitioning its workforce

to a remote working environment without reducing its workforce.

Revenue from this operation was increased from $18,323 in the year ended

May 31, 2019 (unaudited), to $44,799 and $38,440 in the years ended May 31, 2020, and May 31, 2021, respectively;

revenue for the year

ended May 31, 2022, was $18,341 and for May 31, 2023, was $42,655.

Revenues of this business for the three months and nine months ended

February 29, 2024, were $810 and $22,979, respectively, compared with revenues for the three months and nine months ended February 28,

2023, of $8,256 and $39,921, respectively.

Clinical Trials .

restrictions on gatherings and other governmental regulations, amplified by potential patients’ fears of

contracting COVID-19 at the Company’s clinics, negatively affected clinical trials.

In addition, these clinics were subject to closure

if cases of the virus were detected.

Revenue from this operation changed from $165,666 in the year ended May 31, 2019 (unaudited), to

$84,979 and $706,008 in the years ended May 31, 2020, and May 31, 2021, respectively;

revenue for the year ended May 31, 2022, was $196,637;

restrictions on gatherings and other governmental regulations, amplified by potential patients’ fears of contracting COVID-19 at

the Company’s clinics, negatively affected clinical trials.

In addition, these clinics were subject to closure if cases of the virus

were detected.

Revenue from this operation changed from $165,666 in the year ended May 31, 2019 (unaudited), to $84,979 and $706,008 in

the years ended May 31, 2020, and May 31, 2021, respectively;

revenue for the year ended May 31, 2022, was $196,637;

Revenues of this business for the three months and six months ended November 30,

2023, were $52,010 and $102,993, respectively, compared with revenues for the three months and six months ended November 30, 2022, of

$70,750 and $188,496, respectively.

revenue for the year

ended May 31, 2023, was $266,280.

Revenues of this business for the three months and nine months ended February 29, 2024, were $35,601

and $150,568, respectively, compared with revenues for the three months and nine months ended February 29, 2024, of $41,746 and $230,242,

respectively.

The Company believes that it may have been negatively

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Results of Operations

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

November 30, 2022

Comparison of the Three Months Ended February 29, 2024, and February

The following table sets forth information from

the statements of operations for the three months ended November 30, 2023, and November 30, 2022.

Three Months Ended November 30,

the statements of operations for the three months ended February 29, 2024, and February 28, 2023.

Three Months Ended

Cost of revenues

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Revenues were $36,411 and $51,002 for the three

months ended November 30, 2023, and November 30, 2022, respectively.

The decrease was primarily due to a $18,740 decrease in revenues

from clinical trials sales.

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

The decrease was primarily due to a $6,145 decrease in revenues from

clinical trials and decreases of $6,56 and $3,007 in revenues from sales of products and seminars fees, respectively.

Cost of Revenues

Cost of revenues for the three months ended November

30, 2023, and November 30, 2022, were $15,092 and $7,090, respectively.

Cost of revenues for the three months ended February

29, 2024, and February 28, 2023, were $11,809 and $24,120, respectively.

The difference was primarily due to a $56,415 reduction in cost

of revenues in clinical trials.

of revenues for clinical trials.

Total Operating Expenses

The following table sets forth total operating

expenses for the three months ended November 30, 2023, and November 30, 2022:

Three Months Ended November 30,

expenses for the three months ended February 29, 2024, and February 28, 2023:

Three Months Ended

February 29, 2024

February 28, 2023

General and administrative

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Total operating expenses were $184,573 and $312,000

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

The decrease is attributable to a reduction of $142,832

in contract labor, offset by an increase of $29,006 in professional fees.

A significant portion of professional fees was incurred in connection

with the Company’s Registration Statement on Form S-1, which was declared effective on December 5, 2023.

for the three months ended February 29, 2024, and February 28, 2023, respectively.

The decrease is attributable to reductions of $127,259

and $23,209 in contract labor and general and administrative, respectively, offset by an increase of $29,451 in professional fees.

increase was caused by financial fees and expenses related to loans amounting to $62,345.

A significant portion of professional fees was

incurred in connection with issuance of 100,000,000 common stock in exchange of service.

Operating Loss

Operating loss decreased from $284,866 for the

three months ended November 30, 2022, to $94,512 for the three months ended November 30, 2023, primarily due to a decrease in contract

labor of $142,832.

three months ended February 28, 2023, to $159,971 for the three months ended February 29, 2024, due to the decrease in operating expenses

described above.

Other Income (Expense)

For the three months ended November 30, 2023,

and November 30, 2022, interest was $29,916 and $36,278, respectively.

Net loss for the three months ended November

30, 2023, was $124,428 versus $219,886 for the three months ended November 30, 2022, for the reasons described above.

Comparison of the Six Months Ended November 30, 2023, and November

For the three months ended February 29, 2024,

and February 28, 2023, interest was $49,221 and $39,789, respectively.

Net loss for the three months ended February 29,

2024, was $209,192, versus $324,655 for the three months ended February 28, 2023, for the reasons described above.

Comparison of the Nine Months Ended February 29, 2024, and February

The following table sets forth information from

the statements of operations for the six months ended November 30, 2023, and November 30, 2022.

Six Months Ended November 30,

the statements of operations for the nine months ended February 29, 2024, and February 28, 2023.

Nine Months Ended

February 29, 2024

February 28, 2023

Cost of revenues

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Non-operating income (expense):

Revenues were $136,569 and $219,162 for the six months ended November 30, 2023,

and November 30, 2022, respectively.

The decrease was primarily due to a $82,593 decrease in revenues from clinical trials sales and a

decrease of $4,024 in revenues from cannabis-related educational classes and seminars.

Revenues were $172,979 and $270,413 for the nine

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

The decrease was primarily due to decreases in revenues of $79,924

and $19,315 from clinical trials and seminars, respectively, offset by an increase of $16,667 in consulting fees.

Cost of Revenues

Cost of revenues for the six months ended November

30, 2023, and November 30, 2022, were $23,912 and $53,324, respectively.

The difference was primarily due to a $29,412 reduction in cost of

revenues for clinical trials.

Cost of revenues for the nine months ended February

29, 2024, and February 28, 2023, were $35,721 and $77,443, respectively.

The difference was primarily due to a $31,182 reduction in cost

of revenues for clinical trials.

Total Operating Expenses

The following table sets forth total operating

expenses for the six months ended November 30, 2023, and November 30, 2022:

Six Months Ended November 30,

expenses for the nine months ended February 29, 2024, and February 28, 2023:

Nine Months Ended

February 29, 2024

February 28, 2023

General and administrative

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Total operating expenses

Total operating expenses were $380,839 and $589,443

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

The decrease was primarily attributable to reductions

of $221,027 and $722 in contract labor and professional fees, respectively.

Operating Loss

Operating loss decreased from $708,473 for the

six months ended November 30, 2022, to $268,182 for the six months ended November 30, 2023, primarily due to a decrease of $221,027 in

contract labor.

A significant portion of professional fees was incurred in connection with the Company’s Registration Statement

on Form S-1, which was declared effective on December 5, 2023.

nine months ended February 28, 2023, to $456,506 for the nine months ended February 29, 2024, primarily due to a decrease of $354,885

in contract labor.

Other Income (Expense)

For the six months ended November 30, 2023,

and November 30, 2023, interest was $38,036 and $49,978, respectively.

During the six months ended November 30, 2023, the Company

recorded income of $41,666 from forgiveness of a loan.

As a result, other income (expense) for the six months ended November 30,

2023, and November 30, 2022, showed losses of $38,036 and $8,312, respectively.

The net loss for the six months ended November

30, 2023, was $306,217, versus $431,917 for the six months ended November 30, 2022, for the reasons described above.

For the nine months ended February 29, 2024, and

February 28, 2023, interest was $58,904 and $89,767, respectively.

During the nine months ended February 29, 2024, the Company recorded

income of $41,666 from forgiveness of a loan.

As a result, other income (expense) for the nine months ended February 29, 2024, and February

28, 2023, showed losses of $58,904 and $48,101, respectively.

The net loss for the nine months ended February

28, 2023, was $756,574, versus $515,410 for the for the nine months ended February 29, 2024, for the reasons described above.

Changes in Financial Condition and Results

of Operations

At November 30, 2023, the Company had $337 in

At February 29, 2024, the Company had $794 in

cash and cash equivalents and accounts receivable of $17,041, negative working capital of $736,767 and no commitments for capital expenditures.

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The Company had cash and cash equivalents of $794 on the date of this Report.

During the six months ended November 30, 2023,

and November 30, 2022, the Company had net cash used in operations of $295,867 and $509,337, respectively, and net cash provided by financing

During the nine months ended February 29, 2024,

and February 28, 2023, the Company had net cash used in operations of $304,943 and $711,516, respectively, and net cash provided by financing

activities of $296,824 and $704,189, respectively.

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in operations of $898,367 and $870,704, respectively, and net cash provided by financing activities of $875,298 and $861,364, respectively.

The Company had accumulated deficits of $4,988,956 at November 30, 2023, and $4,682,736 at May 31, 2023.

The Company had accumulated deficits of $5,198,146 at February 29, 2024, and $4,682,736 at May 31, 2023.

The Company’s ability to conduct its operations

and to meet its financial obligations has been materially and substantially impacted by its inability to raise capital by sales of its

common stock and by borrowing.

Impact of the COVID-19 Pandemic

As indicated elsewhere in this report, the Company

was materially and adversely impacted by the COVID-19 pandemic.

With the lifting of the restrictions imposed in response to the pandemic,

the Company is resuming normal operations in its Pharmacology University and Alpha Research Businesses.

As indicated elsewhere in this report, the Company was materially and

adversely impacted by the COVID-19 pandemic.

With the lifting of the restrictions imposed in response to the pandemic, the Company has

resumed normal operations.

Off-Balance-Sheet Arran g ements

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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 2. Management’s Discussion and Analysis