What changed in this filing

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Item 1. Financial Statements

2024-10-21 compared with 2024-04-22 · 339 added, 434 removed, 295 unchanged (72% of the section changed)

1 unchanged sentence

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction

BALANCE SHEET

February 29, 2024

CONSOLIDATED BALANCE SHEETS

August 31, 2024

CURRENT ASSETS

1 unchanged sentence

Accounts receivable

Related party receivables

Other current assets

TOTAL CURRENT ASSETS

Right-of-use asset, net of accumulated depreciation

LIABILITIES AND STOCKHOLDERS’ EQUITY

Right-of-use asset

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES

Accounts payable and accrued expenses

Deferred revenue

Bank overdraft

Related party payables

Short-term loan

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

SBA loan – current

2 unchanged sentences

LONG-TERM LIABILITIES

SBA loan – noncurrent

Lease liabilities – noncurrent

Lease liabilities

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 issued and 1,000

shares have been designated Series B Preferred Stock and issued

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;

10,431,749,347

and 10,059,677,919

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

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

3 unchanged sentences

TOTAL STOCKHOLDERS’ DEFICIENCY

( 1,055,317 )

( 1,079,013 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

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

See accompanying notes to condensed

consolidated financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction

CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended

Nine Months Ended

February 29, 2024

February 28, 2023

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended August 31,

Cost of revenues

4 unchanged sentences

Officer compensation

Share-based compensation

Rent and lease

Total operating expenses

Operating loss

Loss from operations

Other income (expense)

Forgiveness of debt

Interest expense

Total other income (expense)

$ ( 181,789 )

$ ( 324,655 )

Average common stock outstanding

1 unchanged sentence

10,331,749,347

10,317,612,225

8,724,596,387

Average earnings (loss) per share

1 unchanged sentence

$ ( 0.00002 )

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

See accompanying notes to condensed consolidated

financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY

A Convertible

CONSOLIDATED STATEMENT OF STOCKHOLDERS’

FOR THE THREE MONTHS ENDED AUGUST 31, 2024

Series A Convertible Preferred Stock

Preferred Stock

Additional Paid-In

Balance - May 31, 2024

2 unchanged sentences

$ ( 1,079,013 )

Sales of common stock for cash

Net loss for the quarter

August 31, 2023

10,331,749,347

( 4,864,528 )

Net loss for the quarter

Balance - November 30, 2023

10,331,749,347

( 4,988,954 )

Issuance of common stocks for service

Net loss for the quarter

Balance - February 29, 2024

Issuance of common stock for services

Issuance of shares of Series B Preferred

Net income for the quarter

Balance - August 31, 2024

10,556,749,347 –

1 unchanged sentence

$ ( 1,055,317 )

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED AUGUST 31, 2023

Series A Convertible Preferred Stock

Preferred Stock

Additional Paid-In

Balance - May 31, 2023

3 unchanged sentences

Sales of common stock for cash

Change in par value of common stock

Exchange of Series B Preferred Stock

for common stock

272,071,428 –

Rescission of share sale

Net loss for the quarter

2 unchanged sentences

$ ( 4,864,525 )

Sales of common stock for cash

Net loss for the quarter

Balance November 30, 2022

$ ( 717,454 )

( 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.

See accompanying notes to condensed consolidated

financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

OPERATING ACTIVITIES

$ ( 515,410 )

Three Months Ended August 31,

CASH FLOW FROM OPERATING ACTIVITIES:

Net income (loss)

$ ( 181,789 )

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

Adjustments to reconcile net loss:

Issuance of common stock for services

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:

1 unchanged sentence

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

Bank overdraft

Lease liability

Related party payables

NET CASH PROVIDED BY (USED IN) OPERATIONS

CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from sales of common stock

Rescission of shareholder stock purchase

Change in lease liability

Proceeds from (repayment 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

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF PERIOD

2 unchanged sentences

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

Cash paid for taxes

See accompanying notes to condensed consolidated

financial statements.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2024

Note 1 – Organization and Operations

Cannabis Bioscience International Holdings, 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.

Note 2 – Summary of Significant Accounting

Accounting Principles

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

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

the financial position of the Company at August 31, 2024, and the results of operations and cash flows for the periods presented.

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 audited financial

statements and related notes thereto for the year ended May 31, 2024.

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.

Use of Estimates

The preparation of financial statements in conformity

GAAP requires management to make significant estimates and assumptions.

The preparation of financial statements in conformity

GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities

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All intercompany accounts and transactions have been eliminated in consolidation.

Reclassification

Certain amounts in the prior consolidated financial

statements have been reclassified to conform to the presentation of the current period financial statements.

These reclassifications had

no impact on the results of operations, changes in equity, or cash flows.

Cash and Cash Equivalents

2 unchanged sentences

The Company had

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

no investment securities that were deemed cash equivalents at August 31, 2024, and May 31, 2024.

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 February 29, 2024, 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 upon experience and the judgment of management, there

was no allowance for doubtful accounts at August 31, 2024, and May 31, 2024.

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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(b) it identifies the performance obligations in the contract;

it determines the transaction price;

(d) it allocates the transaction price to the performance obligations in the contract;

it recognizes revenues when (or as) it satisfies its performance obligation.

recognizes revenues when (or as) it satisfies its performance obligation.

The Company generates revenue from multiple streams,

32 unchanged sentences

and revenue is recognized.

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

These advance payments are not treated as financing components, based upon the guidance in ASC 606-10-32-196-16

and -17, whereby the timing of when services are provided is 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 any of the Company’s contracts.

Contracts for educational services require nonrefundable

22 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 February 29, 2024, 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 August 31, 2024, and May 31, 2024, 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 ASU No.

ASC 718, “ Compensation – Stock

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

In June 2018, FASB issued

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

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.

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

(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.

The Company follows ASU 2016-18, “ Statement

2 unchanged sentences

The provisions of this guidance are to be applied using

a retrospective approach, which requires application of the guidance for all periods presented.

a retrospective approach, which requires the application of the guidance for all periods presented.

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

14 unchanged sentences

or liabilities.

Quoted prices for similar assets and liabilities

in active markets or inputs that are observable.

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.

Quoted prices for similar assets

and liabilities in active markets or inputs that are observable.

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

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 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.

Deferred tax liabilities and assets are classified

12 unchanged sentences

benefits in tax expense.

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

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

Income (Loss) per Share

The Company computes basic earnings per share amounts

in accordance with Accounting Standards Codification Topic 260, “Earnings per Share.” (“ASC 260”) Under

ASC 260, (i) basic earnings (loss) 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 and (ii) 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

At August 31, 2024, and August 31, 2023, the Company had no dilutive securities.

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 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 .

accompanying consolidated financial statements have been prepared in conformity with U.S.

GAAP, which contemplates 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.

quarter ended August 31, 2024, the Company had not generated any income since inception, and although the Company generated income during

that quarter, its current cash balances will not meet its working capital needs.

During the quarter ended August 31, 2024, the Company

had net loss from operations of $ 97,604 ,

net cash used in operations of $ 30,413 ,

a working capital deficit of $ 833,355 and an accumulated

deficit of $ 5,410,385 .

The ability of the Company to continue as a going

8 unchanged sentences

Note 4 – Debt

During the years ended May 31, 2021, and May

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.

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 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.

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.

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

1 unchanged sentence

Schedule of EIDL loans

February 29, 2024

August 31, 2024

SBA (EIDL) current portion

2 unchanged sentences

Short-Term Loans

The Company has entered into agreements under

which it sold receivables to third parties.

In accordance with ASC 470, these transactions are treated as loans encumbering the receivables

of the Company in the event of default and are accounted for as a debt, such that payments are allocated to principal and interest expense

as they are made.

These transactions are as follows:

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

$ 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 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

in the balance sheets:

Schedule of leases

February 29, 2024

The Company has 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 receivables of the Company in the event of 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.

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 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 .

See Note 11 for information regarding a promissory

note made by the Company in favor of a related party and cash advances made during the year ended May 31, 2024, by the officers of the

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.

The following amounts related to leases were

recorded in the balance sheets:

Schedule of amount related to leases

August 31, 2024

Right-of-use asset

3 unchanged sentences

Lease liabilities – noncurrent

Operating lease liability

The Company reimburses related parties for an

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

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.

Operating lease liabilities

The Company reimburses a related party for an office

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

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.

See Note 10 for additional lease information.

8 unchanged sentences

Sales of goods typically do not include multiple products and/or service elements.

The table below summarizes the Company’s

disaggregated revenue information:

The table below summarizes the Company’s disaggregated revenue

Schedule of disaggregated revenue

Three Months Ended

Nine Months Ended

February 29, 2024

February 28, 2023

February 29, 2024

February 28, 2023

Quarter Ended August 31,

Clinical trials

Sales of Product Income

Consulting fees

Royalty Income

Video Course Purchase

Total revenue

Cost of revenue consists of third-party costs

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

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.

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.

Note 7 – Stockholders’ Deficiency

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.

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.

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.

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 August 31, 2024, and May

31, 2024, 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 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.

On August 12, 2024, the Company amended its amended

and restated articles of incorporation to increase the number of shares designated Series A Preferred Stock from 1,000 to 2,000 and on

August 11, 2024, the Board authorized the issuance of the 1,000 shares created by the amendment to a related party.

At 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.

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 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 for such services during

the years then ended, if he is serving as secretary on those dates.

At August 31, 2024, and May 31, 2024, there were 10,556,749,347

and 10,431,749,347 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

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.

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.

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 $ 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.

Due to changes in ownership provisions of the income

tax laws of the United States of America, net operating loss carryforwards of $ 5,410,385 and $ 5,410,385 at August 31, 2024, and August

31, 2023, 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 incurred.

Income taxes for 2017 to 2024 remain subject to

examination by the Internal Revenue Service.

Note 10 – Commitments and Contingencies

The Company leases premises of approximately

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 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 July 1, 2022, subject to CPI increase.

March 23, 2023, the Company amended the lease to extend its term to June 30, 2024, at a base rent of $4,779 per month.

5, 2023, the lease was amended to extend its term to June 30, 2025, at rentals of $0 per month for the two months ended November 30,

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.

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

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

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

with respect to this lease, see Note 5.

This lease was terminated effective May 1, 2024, and on that date, the Company leased premises

of approximately 1,367 square feet located at 6201 Bonhomme Road, Suite 435N, Houston, Texas, under a lease dated April 12, 2024.

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

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

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

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

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

See Note 10 for information respecting the lease

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

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.

See Note 7 for information respecting 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.

During the quarter ended August 31, 2024, the

Company received cash advances from related parties of $166,918 for use as working capital.

At August 31, 2024.

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 $ 572,340 and $ 503,214 .

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 $ 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 nine months ended February 29, 2024, and two customers that provided 71 %

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

The Company had revenue of $ 178,887 and $ 72,821 for

the three months ending August 31, 2024, and August 31, 2023, respectively.

The Company had three customers that provided 84 %, 13 %

of gross 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.

Note 14 – Subsequent Events

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

events when these consolidated financial statements were issued and has determined that none of them requires disclosure herein.

The Company paid $37,290 due on

September 15, 2024, under the Diagonal Note.

Management has evaluated all other subsequent events

when these consolidated financial statements were issued and has determined that none of them requires disclosure herein.

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