What changed in this filing

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Item 1. Financial Statements

2025-05-09 compared with 2025-01-24 · 325 added, 306 removed, 369 unchanged (63% of the section changed)

1 unchanged sentence

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction

CONSOLIDATED BALANCE SHEETS

November 30, 2024

February 28, 2025

CURRENT ASSETS

4 unchanged sentences

Right-of-use asset

AND STOCKHOLDERS’ DEFICIENCY

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES

4 unchanged sentences

SBA loan – current

Derivative liabilities

Lease liabilities – current

6 unchanged sentences

STOCKHOLDERS’ DEFICIENCY

Authorized 10,000,000 shares of preferred stock, without par value, of which 2,500,000 shares have been designated Series A Convertible Preferred Stock and 2,000 shares have been designated Series B Preferred Stock ( 2,000 and 1,000 shares outstanding at November 30, 2024, and May 31, 2024, respectively

Preferred stock:

10,000,000 shares, without par value, authorized, 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 February 28, 2025, and May 31, 2024, respectively

Common stock, without par value:

20,000,000,000 shares authorized;

10,506,749,347 and 10,431,749,347 shares issued and outstanding at November 30, 2024, and May 31, 2024, respectively.

10,931,749,347 and 10,431,749,347 shares issued and outstanding at February 28, 2025, and May 31, 2024, respectively.

Additional paid-in capital

Accumulated deficit

Accumulated deficiency

( 5,671,156 )

7 unchanged sentences

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended

Nine months ended

February 28, 2025

February 29, 2024

February 28, 2025

February 29, 2024

Cost of revenues

8 unchanged sentences

Other income (expense)

Note Discount Expense

Amortization of note discount

Forgiveness of debt

Total other income

Change in value of derivative liabilities

Total other income (expense)

$ ( 181,243 )

1 unchanged sentence

$ ( 337,076 )

$ ( 515,410 )

Average common stock outstanding

8 unchanged sentences

$ ( 0.00005 )

The accompanying notes are an integral part of

these consolidated financial statements.

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,

Nine Months Ended

February 28, 2025

February 29, 2024

OPERATING ACTIVITIES

1 unchanged sentence

$ ( 515,410 )

Adjustments to reconcile net income:

Adjustment for issuance of common stock for service

Adjustments to reconcile net loss:

Adjustment for issuance of common stock for services

Amortization of right-of-use-asset and liability

Amortization of debt discount

Loss on valuation of convertible notes

Changes in assets and liabilities:

2 unchanged sentences

Accounts payable and accrued expenses

Deferred revenue

Lease liability

2 unchanged sentences

Proceeds from issuance of common stock

Rescission of shareholder stock purchase

Proceeds from (repayments of) short-term loans

Proceeds from shareholder loans

Change in notes payable

Change in lease liability

Payments to SBA loan

Repayments of SBA loan

Repayment of related party loan

Proceeds from related party loan

9 unchanged sentences

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

A Convertible

CONSOLIDATED STATEMENTS

OF STOCKHOLDERS’ DEFICIENCY

Series A Convertible

Preferred Stock

B Convertible

Series B Convertible

Preferred Stock

Balance - May 31, 2024

3 unchanged sentences

Issuance of common stock for services

Issuance of Series B Preferred Shares

Net loss for the quarter

3 unchanged sentences

$ ( 1,055,317 )

Return of common stock issued for services

Return of common stocks issued for services

( 50,000,000 )

4 unchanged sentences

$ ( 1,164,845 )

A Convertible

Sales of common stock for cash

Net loss for the quarter

Balance – February 28, 2025

10,931,749,347

$ ( 5,641,156 )

$ ( 1,225,588 )

Series A Convertible

Preferred Stock

B Convertible

- May 31, 2023

Series B Convertible

Preferred Stock

Balance - May 31, 2023

10,059,677,919

4 unchanged sentences

Net loss for the quarter

- August 31, 2023

Balance - August 31, 2023

10,331,749,347

2 unchanged sentences

Net loss for the quarter

– November 30, 2023

Balance – November 30, 2023

10,331,749,347

1 unchanged sentence

$ ( 841,886 )

Issuance of common stocks for service

Net loss for the quarter

Balance – February 29, 2024

10,431,749,347

$ ( 5,198,146 )

$ ( 976,078 )

The accompanying notes are an integral part of

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2024

February 28, 2025

Note 1 – Organization and Business

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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

Note 2 – Summary of Significant

Accounting Policies

Accounting Principles

The accompanying unaudited consolidated financial

statements have been prepared by management using the accrual basis of accounting in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GAAP”) for interim financial statements and with the instructions to Article

10 of Regulation S-X of the U.S.

statements have been prepared by management using the accrual basis of accounting in accordance with accounting principles generally accepted

in the United States of America (“U.S.

GAAP”) for interim financial statements and with the instructions to Article 10 of

Regulation S-X of the U.S.

Securities and Exchange Commission (the “SEC”).

Accordingly, they do not contain all of

the information and footnotes required by U.S.

Accordingly, they do not contain all of the information

and footnotes required by U.S.

GAAP for annual financial statements.

In the opinion of the Company’s management,

the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring

accruals) to present the financial position of the Company at November 30, 2024, and the results of operations and cash flows for the

periods presented.

The results of operations for the six months ended November 30, 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.

In the opinion of the Company’s management, the accompanying

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

the financial position of the Company at February 28, 2025, and the results of operations and cash flows for the periods presented.

results of operations for the nine months ended February 28, 2025, 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, 2025.

Use of Estimates

1 unchanged sentence

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

and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and

and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and

expenses during the reporting periods.

2 unchanged sentences

could be affected by external conditions, including those unique to the Company’s businesses, and general economic conditions.

These external conditions could have an effect on the Company’s estimates that could cause actual results to differ materially

from its estimates.

external conditions could affect the Company’s estimates that could cause actual results to differ materially from its estimates.

Actual results could differ from those estimates.

The Company re-evaluates all of its accounting estimates at least

quarterly based on these conditions and records adjustments when necessary.

Significant estimates relied upon in preparing these statements

include revenue recognition, accounts receivable reserves, accrued expenses, share-based compensation and the recoverability of the Company’s

net deferred tax assets and any related valuation allowance.

The Company re-evaluates all of its accounting estimates at least quarterly based on

these conditions and records adjustments when necessary.

Significant estimates relied upon in preparing these statements include revenue

recognition, accounts receivable reserves, accrued expenses, share-based compensation and the recoverability of the Company’s net

deferred tax assets and any related valuation allowance.

Principles of Consolidation

2 unchanged sentences

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 November 30, 2024, and May 31, 2024, respectively.

zero investment securities that were deemed cash equivalents at February 28, 2025, and May 31, 2024, respectively.

Accounts Receivable

3 unchanged sentences

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, 2024, and May 31, 2024.

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 28, 2025, 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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namely, clinical trials, consulting fees, seminars and merchandise sales.

Revenues from product sales are recognized when a customer

obtains control of the Company’s product, which occurs at a point in time or over time, typically upon shipment to the customer

or when services are fulfilled and the customer receives benefit from such services.

Revenue is deferred and a liability is established

to the extent that the Company receives payments from customers in advance of goods being shipped or services being rendered.

Revenues from product sales are recognized when a customer obtains

control of the Company’s product, which occurs at a point in time or over time, typically upon shipment to the customer or when

services are fulfilled and the customer receives benefit from such services.

Revenue is deferred and a liability is established to the

extent that the Company receives payments from customers in advance of goods being shipped or services being rendered.

The Company expenses incremental costs of obtaining

9 unchanged sentences

is recognized as the work progresses.

The majority of the Company’s revenue is derived from services provided to customers and

is executed typically over a period that is typically between 1 to 12 months, based on evaluation of when these services are rendered.

Contracts will continue to be recognized over time because of the continuous transfer of control to the customer as services are rendered

to customers.

Payments made by customers in advance of services being rendered are recorded as deferred revenue.

The majority of the Company’s revenue is derived from services provided to customers and is

typically executed over a period of between 1 and 12 months, based on evaluation of when these services are rendered.

Contracts will continue

to be recognized over time because of the continuous transfer of control to the customer as services are rendered to customers.

made by customers in advance of services being rendered are recorded as deferred revenue.

Our significant payment terms for customer contracts

vary based on the revenue stream.

Franchising business clients are required to advance a percentage of the franchise fee upon acceptance

of the contract.

These advances, when received, are accounted for as contract liabilities on the consolidated balance sheet and are subsequently

recognized in revenue when they are earned.

Contracts for clinical trials typically provide for progress payments based on the number

of patients seen, with final payments generally due within 30 days upon completion of work or the termination of the contract.

is recognized when all performance obligations under the terms of a contract are satisfied.

The Company requires advance payments from

its consulting customers and these payments are recorded as contract liabilities on the consolidated balance sheet until service is performed

and revenue is recognized.

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

and -17, whereby the timing of when services are provided are at the discretion of the customers or a substantial amount of the consideration

promised by the customer is variable and not in the control of the customer or the Company.

There is no significant financing component

to any of the Company’s contracts.

Contracts for educational services require nonrefundable

Contracts for clinical trials typically provide for progress payments based on the number of patients

seen, with final payments generally due within 30 days upon completion of work or the termination of the contract.

Revenue is recognized

when all performance obligations under the terms of a contract are satisfied.

The Company requires advance payments from its consulting

customers and these payments are recorded as contract liabilities on the consolidated balance sheet until service is performed and revenue

is recognized.

These advance payments are not treated as a financing component based on 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 non-refundable

payment in advance and are recorded as revenue when received.

16 unchanged sentences

If the remaining goods

or services are not distinct, the modification will be treated as if it were a part of the existing contract and the effect that the

contract modification has on the transaction price and the measure of progress toward satisfaction of the performance obligations are

recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the contract modification

on a cumulative catch-up basis.

or services are not distinct, the modification will be treated as if it were a part of the existing contract and the effect that the contract

modification has on the transaction price and the measure of progress toward satisfaction of the performance obligations are recognized

as an adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the contract modification on a cumulative

catch-up basis.

Remaining Performance Obligations

3 unchanged sentences

expected duration of one year or less.

At November 30, 2024, and May 31, 2024, the Company had no remaining performance obligations.

At February 28, 2025, and May 31, 2024, the Company had no remaining performance obligations.

Share-Based Payments

3 unchanged sentences

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.

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.

on its completed analysis, the Company has determined that adopting this guidance will not have a material impact on its financial statements.

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

13 unchanged sentences

and amounts generally described as restricted cash or restricted cash equivalents.

The provisions of this guidance are to be applied

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

The provisions of this guidance are to be applied using

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

Fair Value Measurements

16 unchanged sentences

ASC Topic 820 describes three levels of inputs that may be used to measure fair value:

Quoted prices in active markets for identical

assets or liabilities.

Quoted prices in active markets for identical assets

or liabilities.

Quoted prices for similar assets and liabilities

5 unchanged sentences

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.

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

13 unchanged sentences

or expected to be taken in a tax return.

The Company elects to recognize any interest and penalties, if any, related to unrecognized

The Company elects to recognize interest and penalties, if any, related to unrecognized

tax benefits in tax expense.

1 unchanged sentence

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.

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 February 28, 2025, and

May 31, 2024, the Company had no dilutive securities.

Derivative Liability

The Company analyzes the conversion feature of

Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging.

ASC 815-15 requires that the

conversion features be bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible

The embedded derivative is carried on the balance sheet at fair value.

Any unrealized change in fair value, as determined at each

measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted

by the change.

The Company values the embedded derivative using the Black-Scholes pricing model.

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 six months ended

November 30, 2024, the Company had an operating loss of $ 157,231 ,

net cash used in operations of $ 102,503 ,

a working capital deficit of $ 857,255

and an accumulated deficit of $ 5,489,913 .

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 its inception,

and its current cash balances will not meet its working capital needs.

During the nine months ended February 28, 2025, the Company had

a net loss from operations of $ 337,076 , net cash used in operations of $ 185,315 , a working capital deficiency of $ 966,272 , and an accumulated

deficiency of $ 5,671,156 .

The ability of the Company to continue as a going

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If the Company is unsuccessful in these endeavors, it may be required to curtail or cease its operations.

The accompanying financial statements do not

include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of

liabilities that may result should the Company be unable to continue as a going concern.

The accompanying financial statements do not include

any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities

that may result should the Company be unable to continue as a going concern.

Note 4 – Debt

1 unchanged sentence

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.

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.

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 loan bears interest at the rate of 3.75 % per annum and is payable in monthly installments of $ 518 over a 30 -year

The Company’s EIDL loans were recorded in

the balance sheet as follows:

Schedule of EIDL loans

November 30, 2024

February 28, 2025

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.

The Company has entered into loans under which

it borrowed money and financing agreements under which it sold receivables to third parties.

In accordance with ASC 470, the financing

agreements are treated as loans encumbering the receivables of the Company in the event of default and are accounted for as indebtedness,

such that payments are allocated to principal and interest expense as they are made.

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

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.

At November 30, 2024, the outstanding balance, including interest, was $ 1,674 .

· 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 February 28, 2025, the outstanding balance, including interest, was $ 55,190 .

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 February 28, 2025, was $ 2,298 .

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 $ 37,745 , bearing interest at the rate of 19 % per annum,

to be repaid at the rate of $ 1,718 per month.

At November 30, 2024, the outstanding balance, including interest, was $ 26,300 .

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 February 28, 2025, was $ 34,806 .

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,

Under ASC 470-50-40, the fair value of extinguished debt, less the fair value of the payment, is treated as gain.

$ 23,638 was recorded in the Company’s consolidated statement of operations for the three months ended August 31, 2024, as Other

Income – Forgiveness of Debt.

As of November 30, 2024, the balance of this loan, including interest, was $ 0 .

On June 29, 2022, the Company

borrowed $ 12,500 from an unrelated party at an annual interest rate of 14 %.

This loan is payable at the weekly rate of

$ 589 for 24 weeks .

On October 13, 2022, an additional loan of $ 6,304 was obtained with a weekly payment of $ 297 for

At November 30, 2024, the outstanding balance of this loan, including interest, was $ 15,073 .

On August 3, 2022, the

Company borrowed $ 15,000 from an unrelated party at an annual interest rate of 42.5 %, repayable at the rate of $ 1,188 per

month for 18 months.

At November 30, 2024, the outstanding balance of this loan, including interest, was $ 15,553 .

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

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 the $ 38,638 owing under the AF Agreement in consideration of a payment of $ 15,000 , which

the Company made on June 12, 2024.

Under ASC 470-50-40, the fair value of extinguished debt, less the fair value of the payment, is treated

Accordingly, $ 23,638 was recorded in the Company’s consolidated statement of operations for the three months ended August

31, 2024, as Other Income – Forgiveness of Debt.

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 28, 2025, the outstanding balance of this loan, including interest, was $ 16,233 .

· 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 February 28, 2025, the outstanding balance of this loan, including interest, was $ 16,212 .

On November 7, 2024, the Company made a promissory note in the principal amount of $ 67,200 in favor of an unrelated party.

payable in one installment of $37,968.00, due on May 15, 2025, and four installments of $9,492.00 each due on June 15, 2025, July 15,

2025, August 15, 2025, and September 15, 2025.

Each installment includes interest at the rate of 22 percent per annum.

In the event of

default in payment and certain other events, the entire outstanding amount of the note will become due and the note will become convertible

into shares of common stock at a price per share equal to 65 percent of the lowest Trading Price (as defined in the note) for the common

stock during the 10 trading days prior to the conversion date.

ASC 815-15 “Derivatives and Hedging” requires that the conversion

feature be bifurcated and separately accounted for as an embedded derivative.

Pursuant to ASC 815-15, the Company has determined that

the value of the embedded derivative is $ 73,228 .

Note 5 – Right-of-Use Assets and

Lease Liabilities

The Company leases real property from unrelated

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

The following amounts related to leases were

recorded in the balance sheets:

The following amounts related to leases were recorded

in the balance sheets:

Schedule of amount related to leases

November 30, 2024

February 28, 2025

Right-of-use asset

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

The Company’s total operating lease

expense was $ 36,687

during the six months ended November 30, 2024, and November 30, 2023, respectively.

See Note 10 for additional lease

The Company’s total operating lease expense

was $ 49,957 and $ 69,652 during the nine months ended February 28, 2025, and February 29, 2024, respectively.

See Note 10 for additional

lease information.

Note 6 -- Revenue

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Revenue is recognized when all performance obligations under the terms of a contract are satisfied, net of certain taxes.

and gain/loss resulting from changes in foreign currency.

Revenue is recorded when customer acceptance is received and all performance

obligations have been satisfied.

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

Revenue is recorded when customer acceptance is received and all performance obligations have been satisfied.

Sales of goods typically

do not include multiple products and/or service elements.

The table below summarizes the Company’s

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Schedule of disaggregated revenue

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended

Nine Months Ended

February 28, 2025

February 29, 2024

February 28, 2025

February 29, 2024

Clinical trials

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Total revenue

Cost of revenue consists of third-party costs

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

At November 30, 2024, and November 30, 2023, cost of revenues

totaled $ 16,165 and $ 23,912 , respectively.

Cost of revenues consists primarily of

third-party costs associated with patient stipends.

For the nine months ended February 28, 2025, and February 29, 2024, cost of

revenues totaled $ 35,561

and $ 35,721 ,

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, issuable in

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

Preferred Stock

The Company has designated 2,500,000 shares of

preferred stock as Series A Convertible Preferred Stock (the “Series A 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

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this amendment, (i) Series A Stock is entitled to receive dividends on the shares of common stock into which such shares are convertible,

(ii) has the voting power of the number of shares of Common Stock into which such shares are convertible, (iii) is redeemable at the

option of the Company for a redemption price equal to the number of shares of Common Stock into which the redeemed shares are convertible

and (iv) are senior to the Common Stock and junior to the Series B Convertible Preferred Stock described below.

At November 30, 2024,

and May 31, 2024, there were 2,500,000 shares of Series A Stock issued and outstanding.

(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 February 28, 2025, 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.

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.

On August 11, 2024, the Board authorized the

issuance of 125,000,000 shares of Common Stock to a related party on May 31, 2025, May 31, 2026, May 31, 2027, and May 31, 2028, as compensation

for his services as treasurer and a director of the Company during the years then ended, if he is serving as treasurer on those dates.

Also, on August 11, 2024, the Board authorized the issuance of, and the Company issued 1,000 shares of Series B Preferred to this related

party as compensation for services to be rendered by him in raising capital.

On August 11, 2024, the Board authorized the

issuance of 125,000,000 shares of Common Stock to a related party 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.

On October 28, 2024, an unrelated party returned

50,000,000 shares of Common Stock to the Company in consideration of the termination of a services agreement.

At November 30, 2024, and May 31, 2024, there

were respectively 10,506,749,347 and 10,431,749,347 shares of Common Stock issued and outstanding.

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

The 1,000 preferred shares were issued in exchange for common stock to an existing common shareholder, who is a related

The Company has deemed the value of the preferred and common shares to be the same, resulting in no change to additional paid-in

During the three months ended February 28, 2025,

the Company issued to a related party (i) 250,000,000 shares of common stock for $ 75,000 at the price of $ 0.0003 per share and (ii) 175,000,000

shares of common stock for $ 45,500 at the price of $ 0.00026 .

At February 28, 2025, and May 31, 2024,

there were respectively 10,931,749,347

and 10,431,749,347

shares of common stock issued and outstanding.

Note 8 – Share-Based Compensation

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Note 9 – Income Taxes

The Company provides for income taxes under ASC

Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between

the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax

assets through future operations.

The Company provides

for income taxes under ASC 740.

Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based

on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences

are expected to reverse.

A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company

will not realize tax assets through future operations.

On December 22, 2017, the 2017 Tax Cuts and Jobs

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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 $ 5,489,913 and $ 4,988,953 at

November 30, 2024, and November 30, 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.

income tax laws of the United States of America, net operating loss carryforwards of approximately $ 5,647,620 and $ 5,198,149 at February

28, 2025, and February 29, 2024, 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

Income taxes for 2017 to 2025 remain subject to

examination by the Internal Revenue Service.

Note 10 – Commitments and Contingencies

The Company leased premises of approximately

The Company leases premises of approximately 4,500

square feet located at 6201 Bonhomme Road, Suites 460S and 466S, Houston, Texas.

The lease provided for a base rent of $ 3,382 per

month, increasing to (i) $ 3,529 per month on July 1, 2020, (ii) $ 3,676 .04 per month on July 1, 2021, and (iii) $ 3,823 per month

on 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,

This lease, which has a one-year term that commenced on May 1, 2024, provides for base rent of $1,631 per month.

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.

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.

On September 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 February 29, 2024, $$4,779 per month for the 10 months ending June 30, 2024, and $4,926 per month

for the 12 months ending June 30, 2025.

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 1,400

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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.

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 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 year ended May 31, 2023, the Company

received cash advances from related parties of $101,335 for use as working capital.

At November 30, 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 $ 559,488 and $ 503,214 .

On September 1, 2024, the Company entered into a loan agreement with related parties in the principal amount

of $ 75,000 at an interest rate of 15 % per annum, which will mature on March 1, 2025 .

The repayment terms are as follows:

on March 1, 2025,

on April 1, 2025, a payment of $ 15,417 ;

on May 1, 2025, a payment of $ 15,417 ;

and on June 1, 2025, a payment of $ 15,416 .

See Note 8 – Stockholders’ Deficiency

– Common Stock for information about the issuance of shares of common stock to a related party.

See Note 10 for information respecting the lease

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

On April 26, 2024, the Company made a promissory

note in the principal amount of $ 291,451 in favor of a related party.

This note matures on April 25, 2025 , bears interest at the rate

of 10 % per annum and is repayable in 10 monthly installments of $ 29,145 .

Events of default include failure to pay principal or interest

when due, breach of covenant, breach of representation and warranty, assignment for the benefit of creditors or appointment of a receiver,

bankruptcy and cessation of operations.

This note replaced promissory notes previously made by the Company in favor of the related party.

During the nine months ended February 28, 2025,

and the year ended May 31, 2024, the Company received cash advances from related parties of and $ 81,552

and $ 218,504 for use as working capital.

The balance of related party liabilities owed

to certain shareholders totaled $ 590,095 and $ 503,214 at February 28, 2025, and May 31, 2024, respectively.

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 of $ 253,135 and $ 136,569 for the

six months ended November 30, 2024, and November 30, 2023, respectively.

The Company had two customers that provided 80 % and 18 % of gross

revenue for the six months ended November 30, 2024, and one customer provided 54 % and another six customers provided 36 % of gross

revenue for the six months ended November 30, 2023.

The Company had three customers that provided 51 %,

of gross revenue for the nine months ended February 28, 2025, and one customer provided 61 %

and the remaining customers provided 34 %

of gross revenue for that period.

Note 14 – Subsequent Events

On November 7, 2024, the Company entered a loan

agreement with a related party in the principal amount of $50,000, at an interest rate of 13% per annum, which will mature on September

15, 2025, and is repayable as follows:

on May 15, 2025 , a payment of $37,968;

on June 15, 2025, a payment of $9,492;

on July 15, 2025,

a payment of $9,492;

on August 15, 2025, a payment of $9,492;

and on September 15, 2025, a payment of $9,492.

On December 27, 2024, the Company issued 250,000,000

shares of Common Stock to a related party for $75,000.

Management has evaluated all other subsequent

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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/A

Item 1. Financial Statements