What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-09-22 compared with 2024-09-16 · 529 added, 435 removed, 183 unchanged (84% of the section changed)

The Company was formed in Colorado 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, 2004, it changed its name to China Infrastructure Construction Corp.

February 28, 2018, the Company changed its name to Hippocrates Direct Healthcare, Inc., and on December 6, 2022, it changed its corporate

name to Cannabis Bioscience International Holdings, Inc.

On December 20, 2019, the present management acquired

control of the Company as a result of the acquisition of Pharmacology University, Inc.

The Company began to file reports

with OTC in 2018 under its Alternate Reporting Standard and has been a “Pink Sheet” company since then.

The Company’s vision is to provide superior

services while adhering to its core values of integrity, respect, compassion, inclusiveness, social responsibility, excellence and innovation.

Acquisition of Pharmacology University Inc.

Pharmaceutical University Inc.(“PUI”)

was incorporated in the State of Delaware on January 5, 2017.

On December 20, 2019, PUI was merged with and into the Company.

conducts the business acquired by this merger (the “Pharmacology University Business”) under the trade name Pharmacology University.

The Pharmacology University Business is generally cannabis-related research and education.

For a more detailed description of the Pharmacology

University Business, see “Business – Pharmacology University Business.”

Acquisition of Precision Research Institute

On March 31, 2019, the Company entered into the

Alpha Research Business by acquiring all of the outstanding units in Precision Research Institute, LLC, a Texas limited liability company

(“PRI”), which was formed on May 18, 2016, from the Company’s then president.

On August 20, 2020, PRI was merged with

and into the Company.

The Company conducts the Alpha Research Business under the trade name Alpha Research Institute.

As indicated under

that caption, the Company intends to conduct clinical trials of cannabinoids as a Sponsor.

For a detailed description of the Alpha Research

Business, see “Business – Alpha Research Business.”

Pharmacology University Business

The Company was formed in

Colorado 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, 2004, it changed its name to China Infrastructure

Construction Corp.

On February 28, 2018, the Company changed its name to Hippocrates Direct Healthcare, Inc., and on December 6, 2022,

it changed its corporate name to Cannabis Bioscience International Holdings, Inc.

The Company’s vision

is to provide superior services while adhering to its core values of integrity, respect, compassion, inclusiveness, social responsibility,

excellence and innovation.

The Company has three businesses:

· The Company conducts a business generally related

to cannabis-related research and education under the trade name Pharmacology University (the “Pharmacology University Business”).

For a more description of the Pharmacology University Business, see “Business – Pharmacology University Business.”

· The Company conducts clinical trials, some of

which may involve cannabis and CBD products as a Sponsor and a CRO under the trade name Alpha Research Institute (the “Alpha Research

For a description of the Alpha Research Business, see “Business – Alpha Research Business.”

· The Company plans to manufacture, market and

sell CBD products under the name “VitaCookies” (the “CBD Business”).

For a description of the CBD Business, see “Business

– CBD Business.”

The Company is seeking to

establish a prominent position in the field of scientific research and biotechnology applied to medicinal cannabis and to compete successfully

with companies that have significantly larger financial resources.

Despite operating with substantially lower capital, facilities and

manpower, the Company is attempting to establish a strong foundation in scientific research and biotechnology and to attain scientific

and clinical achievements that rival those of larger industry players.

The Company has filed 10 applications for utility patents with

Patent and Trademark Office (USPTO) and plans to file 10 more.

The company also holds 12 U.S.

The Company also has

an intellectual property portfolio of more than 100 medical formulations for treating conditions including menopause, PTSD, dysbiosis,

depression, and Alzheimer’s disease, along with scientific literature and educational audiovisual materials.

The Company has actively engaged in public policy

and regulatory discourse.

Along with firms that have invested substantial amounts in the cannabis industry, the Company was selected to

participate in the Drug Enforcement Administration’s 2024 hearing on the rescheduling of marijuana from Schedule 1, where the Company’s

representative gave testimony emphasizing the importance of scientific research, biotechnological development and regulated access to

cannabis for medical purposes.

These hearings have been paused, but the Company intends to participate in them when they resume to maintain

its position in support of medical cannabis based on a strong bioscientific foundation.

The Cannabis Industry

The cannabis industry is

fast-growing, increasingly complex, and rapidly changing.

The Company believes that the growing cannabis industry in numerous U.S.

and other countries represents a significant market opportunity for the Pharmacology University Business, as persons involved in the industry

need the educational and other services that it furnishes, as more fully described below.

cannabis industry

is undergoing rapid growth and change, particularly with the recent opening of opportunities for federally sanctioned research on cannabis

in partnership with the Drug Enforcement Administration (the “DEA”), as well as the federal legalization of hemp and corresponding

state and federal hemp research programs.

market generally is large and growing.

In 2023, according to Brightfield’s 2023 U.S.

Cannabis Market Forecast, the USA cannabis

market had approximately $27 million in sales in 2022 and is forecast to reach $50.7 by 2028.

According to a report by New Frontier Data,

legal cannabis market is predicted to reach $41.5 billion in sales by 2025.

the medical market, the demand for cannabis for research is likely to increase significantly over the next few years and decades,

due to the increasing number of states legalizing cannabis and the strong public support for cannabis legalization.

million Americans, or 2.4% of U.S.

adults, are predicted to be registered patients in medical cannabis states, according to a report

by New Frontier Data (“New Frontier”).

New Frontier also projects that the medical cannabis market will nearly double to

over $16 billion in that time, taking into account more geographies within the U.S.

legalizing cannabis, which will lead to market

expansion, the normalization of cannabis, which will increase the number of consumers, and medical cannabis patients turning to

cannabis as an alternative to prescription drugs.

The global medical cannabis market is projected to reach $87.4 billion by 2027,

according to Global Market Insights (“GMI”).

The DEA’s aggregate production quotas for cannabis were 3,200 kg in

2022 for dried flower (an estimated $35 million market) and 1,000 kg for cannabis extract (an estimated $100 million market).

aggregate production quotas are expected to continue increasing to meet the increasing demand for cannabis research in the U.S.

addition to government funding, some institutions are already receiving private investment in cannabis research.

Harvard and MIT recently received a $9 million donation to fund research into cannabis’ influence on brain health and

Additionally, Skylight Health Group (formerly named “CB2 Insights”) has noted that average prescriptions for

qualifying conditions such as chronic pain, PTSD, sleep disorders, epilepsy and anxiety saw a decline of 11% in favor of medical

cannabis replacement, leading the Company to estimate that more than $4 billion in sales that currently go to pharmaceutical

products could be redirected towards medical cannabis.

Further research on cannabis legalization and its impact on public health is

needed and is likely to take place over the coming years, as the DEA has recognized the increased need for cannabis-related

2019, large pharmaceutical companies in the U.S.

spent $83 billion on drug research and development.

The private research market, like

the federal DEA research program, has an interest in investigating the uses and risks of cannabis and hemp derivatives, not only in states

that have legalized medical cannabis, but also in anticipation of potential full legalization.

The high prevalence of cancer

is expected to be one of the factors driving the demand for legal cannabis.

For instance, according to the World Health Organization (WHO),

cancer is the second leading cause of death worldwide and was responsible for about 8.8 million deaths in 2015.

In addition, the growing

disease burden of chronic pain and significant side effects associated with opioid usage is expected to drive the demand for medical cannabis,

which has proved to be a potent product for chronic pain management.

The Company believes that these and other applications will lead

to increased demand.

The cannabis industry is fast-growing, increasingly complex, and rapidly

The Company believes that the growing cannabis industry in the United States and abroad offers a significant market opportunity

for its Pharmacology University Business, as persons involved in the industry need the educational and other services that it furnishes,

as more fully described below

cannabis industry is undergoing rapid

growth and change, particularly with the recent opening of opportunities for federally sanctioned research on cannabis in partnership

with the Drug Enforcement Administration (the “DEA”), as well as the federal legalization of hemp and corresponding state

and federal hemp research programs.

The legal cannabis market in the United States

has shown sustained growth since reaching approximately $27 billion in sales in 2022 (Brightfield Group), with estimates placing the market

value between $44 and $45 billion in 2025 (Grand View Research, Statista), around $50 billion by 2028 (Brightfield and Statista), and

within a range of $67 to $76 billion by 2030 (Whitney Economics and Grand View Research), reaching as high as $87 billion by 2035 (Whitney

Economics), which confirms its continuous expansion in both recreational and medical segments.

In the medical market, demand

for cannabis for research continues to accelerate, driven by ongoing legalization efforts and strong public support.

As of early 2025,

medical cannabis remains legal in 40 U.S.

states, four of its five inhabited territories, and the District of Columbia.

While precise

national estimates of registered medical cannabis patients are not uniformly reported, enrollment data from states with mandatory registries

indicate that at least 3.6 million patients are currently registered — a notable increase from prior figures.

Furthermore, projections

suggest that the number of registered patients could reach 5.7 million by 2030, highlighting sustained growth trends in medical participation.

The global medical cannabis market is also on a strong upward trajectory.

In 2024, the market was valued at approximately $12.65 billion,

and forecasts anticipate that it will expand at a compound annual growth rate (CAGR) of 24% through 2034, potentially reaching $108.7

billion by that year.

Another projection estimates growth from $14.34 billion in 2024 to $52.23 billion by 2034, at a CAGR of 13.8%.

trends reflect the widening scope of research interest:

not only in states where medical cannabis is already legal, but in anticipation

of broader state and potential federal legalization.

Authorities like the DEA continue to respond by expanding aggregate production quotas

for cannabis, aiming to meet increasing research demand — though specific quota figures for 2025 were not yet available at the time

of reporting.

In 2024, the leading pharmaceutical

companies worldwide invested approximately $288 billion in research and development (R&D), according to data from Evaluate Pharma

In the United States, this amount represents a significant portion of the global total.

The private R&D market, including

federal programs such as those of the DEA, continues to show interest in investigating the uses and risks of cannabis and hemp derivatives,

extending beyond the states that have legalized their medical use.

Cancer remains one of the

primary drivers of demand for medical cannabis.

According to the World Health Organization (WHO), in 2022, there were nearly 20 million

new cancer cases and 9.7 million deaths, and projections indicate that by 2050, new cases will exceed 35 million, with mortality almost

In the United States, it is estimated that in 2025, there will be approximately 2,000,000 new cancer diagnoses and 600,000 deaths

from this disease.

At the same time, medical cannabis is increasingly recognized as an alternative for chronic pain management:

one study found its use was associated with a 64% reduction in opioid consumption, decreased medication use and side effects, and improved

quality of life.

Likewise, patients with neuropathic pain reported a 73.5% decrease in monthly opioid dosages (MME), while those with

primary chronic pain achieved a 68% reduction.

These findings underscore cannabis’s potential as a therapeutic tool in addressing

both the rising global disease burden and the significant challenges posed by long-term opioid use.

Expanding Legalization of Cannabis

The 2018 Farm Bill in the

created an opportunity for hemp-derived cannabidiol (CBD) products in retail and pharmaceutical channels.

Also, many countries, including

Canada, China, Italy, Australia, and South Korea, have legalized hemp for growth and export.

In the United States, CBD is widely available

from retailers, including online, drug and convenience stores, natural products, beauty, grocery, and pet stores.

to the Grand View Research Industrial Hemp Market Analysis, the global CBD market was valued at $4.6 billion in 2018 and is expected to

grow at a CAGR of 22.2% from 2019 to 2025.

Additionally, the global industrial hemp market size was estimated at $4.71 billion in 2019

and is expected to show a revenue-based compound annual growth rate of 15.8%.

Cannabis Generally

A recent CBS News poll found that 88% of Americans

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The size of the

industry was only $3.4 billion industry in 2015.

Sharp sales increases in recently launched medical cannabis programs – as well

as continued gains in adult-use markets – are expected to fuel much of the industry’s growth over the coming years.

Thirty-nine U.S.

the District of Columbia, Puerto Rico and Guam have legalized some form of whole-plant cannabis cultivation, sales and use for certain

medical purposes.

Eighteen of those states and the District of Columbia and Northern Mariana have also legalized cannabis for adults for

non-medical purposes (sometimes referred to as adult use).

industry was only $3.4 billion in 2015.

Sharp sales increases in recently launched medical cannabis programs – as well as continued

gains in adult-use markets – are expected to fuel much of the industry’s growth over the coming years.

states, the District

of Columbia, Puerto Rico and Guam have legalized some form of whole-plant cannabis cultivation, sales and use for certain medical purposes.

Eighteen of those states, the District of Columbia and Northern Mariana Islands have also legalized cannabis for adults for non-medical

purposes (sometimes referred to as adult use).

Under federal law, however, those activities are illegal.

Cannabis, other than

hemp (defined by the U.S.

government as Cannabis sativa L.

with a THC concentration of not more than 0.3% on a dry weight basis), is a

Schedule I controlled substance under the CSA.

Even in states or territories that have legalized cannabis to some extent, the cultivation,

possession, and sale of cannabis, whether in-state or interstate, violate the CSA and are punishable by imprisonment, substantial fines

and forfeiture.

Moreover, individuals and entities may violate federal law if they aid and abet another in violating the CSA or conspire

with another to violate the law.

Violation of the CSA is a predicate for violation of other criminal laws, including money laundering

laws and RICO.

Supreme Court has ruled that the federal government has the authority to regulate and criminalize the sale, possession

and use of cannabis, even for individual medical purposes, regardless of whether it is legal under state law.

Cannabis, other than hemp (defined

government as Cannabis Sativa L., with a THC concentration of not more than 0.3% on a dry weight basis), is a Schedule I controlled

substance under the Controlled Substances Act (the “CSA”).

Even in states or territories that have legalized cannabis to some

extent, the cultivation, possession, and sale of cannabis, whether in-state or interstate, violate the CSA and are punishable by imprisonment,

substantial fines and forfeiture.

Moreover, individuals and entities may violate federal law if they aid and abet another in violating

the CSA or conspire with another to violate the law.

Violation of the CSA is a predicate for the violation of other criminal laws, including

money laundering laws and the Racketeer Influenced and Corrupt Organizations Act.

Supreme Court has ruled that the federal government

has the authority to regulate and criminalize the sale, possession and use of cannabis, even for individual medical purposes, regardless

of whether it is legal under state law.

While the U.S.

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Since 2014, versions of the

omnibus spending bill have included provisions prohibiting the DOJ, which includes the DEA, from using appropriated funds to prevent

states from implementing their medical-use cannabis laws.

omnibus spending bill have included provisions that prohibit the Department of Justice (the “DOJ”, including the Drug

Enforcement Administration (the “DEA”), from using appropriated funds to prevent states from implementing their medical-use

cannabis laws.

In 2016, the U.S.

Court of Appeals for the Ninth Circuit held that this provision

prohibits the DOJ from spending funds to prosecute individuals who engage in conduct permitted by state medical-use cannabis laws and

who strictly comply with such laws and other courts that have considered the issue have ruled similarly.

However, the court noted that

if these provisions were not continued, prosecutors could prosecute conduct that occurred even while the provision was previously in force.

This decision does not apply to adult-use businesses.

Court of Appeals for the Ninth Circuit held that this provision prohibits the DOJ from spending funds

to prosecute individuals who engage in conduct permitted by state medical-use cannabis laws and who strictly comply with such laws and

other courts that have considered the issue have ruled similarly.

However, the court noted that if these provisions were not continued,

prosecutors could prosecute conduct that occurred even while the provision was previously in force.

This decision does not apply to adult-use

Despite the ongoing federal

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medical research for cannabis in the United States, including registering additional entities to produce cannabis for researchers and

increasing the amount and variety of cannabis available for research in order to “facilitate research, advance scientific understanding

about the effects of marijuana, and potentially aid in the development of safe and effective drug products that may be approved for marketing

increasing the amount and variety of cannabis available for research to “facilitate research, advance scientific understanding about

the effects of marijuana, and potentially aid in the development of safe and effective drug products that may be approved for marketing

by the Food and Drug Administration.” Further, this announcement acknowledged the possibility that medical cannabis or related products

may, in the future, require FDA approval and come under the FDA’s FDCA jurisdiction.

On December 18, 2020, the DEA finalized

regulations pertaining to applications by entities seeking to become registered with the DEA to grow cannabis as bulk manufacturers

for authorized purposes.

Under these and other applicable regulations, applicants are responsible for demonstrating that they have

met various requirements, including requirements to possess appropriate state authority, document that their customers are licensed

to perform research, and employ adequate safeguards to prevent diversion.

On May 14, 2021, the DEA

announced that memorandums of agreement were provided to an unspecified and unnamed number of companies to collaborate with the DEA “to

facilitate the production, storage, packaging, and distribution of marijuana under the new regulations as well as other applicable legal

standards and relevant laws.” To the extent these memorandums of agreement are finalized, DEA anticipates issuing DEA registrations

to these manufacturers.

Each applicant will then be authorized to cultivate cannabis – up to an allotted quota – in support

of the more than 575 DEA-licensed researchers nationwide.

As of 2022, six companies have been granted DEA registrations to bulk-manufacture

If the DEA continues the

above policies and activities (as to which no assurance can be given), the Company believes that demand for medical cannabis, and in turn,

the Company’s products and services, will increase.

According to the Biden campaign website:

Biden Administration will support the legalization of cannabis for medical purposes and reschedule cannabis as a CSA Schedule II drug

so researchers can study its positive and negative impacts.

This will include allowing the V.A.

to research the use of medical cannabis

to treat veteran-specific health needs.” Neither the Republican nor the Democrat party platform for the 2024 election takes a position

on the legalization or decriminalization of cannabis.

As discussed under the caption

“Alpha Research Business,” recent legislation has made research in product candidates containing hemp-derived cannabinoids

possible without FDA approvals.

The Company believes that

the anticipated growth of the cannabis industry, propelled in significant part by the increasing legalization of cannabis, offers the

Company opportunities to expand.

On December 18, 2020, the DEA finalized regulations

pertaining to applications by entities seeking to become registered with the DEA to grow cannabis as bulk manufacturers for authorized

Under these and other applicable regulations, applicants are responsible for demonstrating that they have met various requirements,

including requirements to possess appropriate state authority, document that their customers are licensed to perform research, and employ

adequate safeguards to prevent diversion.

On May 14, 2021, the DEA announced that memorandums

of agreement were provided to an unspecified and unnamed number of companies to collaborate with the DEA “to facilitate the production,

storage, packaging, and distribution of marijuana under the new regulations as well as other applicable legal standards and relevant laws.”

To the extent these memorandums of agreement are finalized, DEA anticipates issuing DEA registrations to these manufacturers.

Each applicant

will then be authorized to cultivate cannabis – up to an allotted quota – in support of the more than 575 DEA-licensed researchers

As of 2022, six companies have been granted DEA registrations to bulk-manufacture cannabis.

If the DEA continues the above policies and activities

(as to which no assurance can be given), the Company believes that demand for medical cannabis, and in turn, the Company’s products

and services, will increase.

As discussed under the caption “Alpha Research

Business,” recent legislation has made research in product candidates containing hemp-derived cannabinoids possible without FDA

The Company believes that the anticipated growth

of the cannabis industry, propelled in significant part by the increasing legalization of cannabis, offers the Company opportunities to

The industry requires skilled and educated cannabis professionals to operate.

Overview of the Pharmacology

University Business

Through the Pharmacology

University Business, the Company provides knowledge and promotes professionalism in the rapidly growing worldwide cannabis industry through

education in and research about the medical properties and healing virtues of this substance.

The Company does not cultivate, sell or

distribute cannabis or cannabis-infused products and has no plans to do so.

Pharmacology University is not an institution of higher education,

is not chartered, regulated or accredited by any governmental or private agency and does not offer training that qualifies recipients

to become pharmacists or pharmacologists.

The Pharmacology University

Business and its prospects depend on the growth of the cannabis industry and the need for experienced, educated professional persons to

lead and grow that industry ethically and responsibly in the United States and other countries where the Company’s activities are

While the Company embraces the legal cannabis industry generally, its primary focus is on educating cannabis industry workers and

leaders and scientific research and development of hemp and cannabis for medicinal and commercial applications.

One of the Company’s

most important assets is the close relationship of its personnel to and cooperation with law enforcement agencies in the locations where

it does business.

Police agencies in several countries have appeared as guest speakers at the Company’s cannabis seminars.

Until 2014, when 7 U.S.

§5940 became federal law as part of the Agricultural Act of 2014 (the “2014 Farm Act”), products containing oils derived

from hemp, notwithstanding a minimal or no THC content, were classified under the CSA Controlled Substances Act (the “CSA”),

as Schedule I illegal drugs.

The 2014 Farm Act expired on September 30, 2018, and was replaced by the Agricultural Improvement Act of

2018 on December 20, 2018 (the “2018 Farm Act “), which removed hemp, defined as cannabis with less than 0.3% of THC, from

Schedule 1 status under the CSA and legalized the cultivation and sale of hemp at the federal level, subject to compliance with certain

federal requirements and state law, among other things.

THC is the psychoactive component of plants in the cannabis family, generally

identified as marihuana or marijuana.

The 2018 Farm Bill also shifted regulatory authority

from the Drug Enforcement Administration to the Department of Agriculture.

The 2018 Farm Bill did not change the United States Food and

Drug Administration’s (“FDA”) oversight authority over CBD products.

The 2018 Farm Act delegated the authority to the

states to regulate and limit the production of hemp and hemp-derived products within their territories.

As of the date of this report,

44 states have adopted laws and regulations that fully or partially legalize the production and sale of hemp and hemp-derived products.

The FDA has indicated that, in its view, certain

products containing CBD may not be lawful under the Federal Food, Drug and Cosmetic Act (“FDCA”).

On December 20, 2018, after

the passage of the 2018 Farm Bill, FDA Commissioner Scott Gottlieb issued a statement in which he reiterated the FDA’s position

that the FDA requires that a cannabis product (hemp-derived or otherwise) that is marketed with a claim of therapeutic benefit or with

any other claim with respect to disease to be approved by the FDA for its intended use before it may be introduced into interstate commerce

and that the FDCA prohibits introducing into interstate commerce food products containing added CBD, and marketing products containing

CBD as a dietary supplement, regardless of whether the substances are hemp-derived.

State Regulation

In 2015, Texas adopted the

Texas Compassionate Use Act (the “TCUP”), which permitted the use of cannabis products with low levels of THC for patients

who suffered from intractable epilepsy.

The TCUP was amended in 2019, 2021, and 2025 to include several other conditions, including cancer,

autism and chronic pain, that could be treated by THC products and increase the permissible level of THC.

The Texas legislature recently

passed, and Governor Greg Abbott approved Law HB 46 (“Law HB 46”), which expands and enhances the TCUP.

The changes made by

HB 46 include:

the following qualifying conditions to those set forth in the TCUP:

chronic pain (continuous or intermittent severe pain for more than

90 days), Crohn’s disease, traumatic brain injury, terminal illnesses, and being in hospice care.

methods of delivery, including lotions, patches, suppositories, and non-smoked pulmonary inhalation.

the limit of 1% THC by weight under the TCUP with a level of up to 10 milligrams per dose and a package not to exceed 1 gram of THC.

recommendations effective for one year with four 90-day refills.

the Department of Public Safety to issue 12 additional licenses for dispensing organizations, for a total of 15, and requiring a dispensing

organization to become operational within 24 months after its license is issued.

monitoring of dispensed cannabis by the Texas Board of Pharmacy via the Prescription Monitoring Program.

that a person owning 10% or more in a dispensing organization submit his fingerprints for a background check.

that patient information held by a registry be kept confidential.

CBD products are legal in

24 states and partially legal in 20 others.

Because the Company plans to manufacture and sell VitaCookies only within the State of Texas

for the time being, the Company has not analyzed the laws of the other states with respect to the legality of its CBD products, but will

do so before marketing its CBD products therein.

Pharmacology University Business

Overview of the Pharmacology University Business

Through the Pharmacology University Business,

the Company provides knowledge and promotes professionalism in the rapidly growing cannabis industry through education in and

research about the medical properties and healing virtues of this substance.

The Company does not cultivate, sell or distribute cannabis

or cannabis-infused products and has no plans to do so.

Pharmacology University is not an institution of higher education, is not chartered,

regulated or accredited by any governmental or private agency and does not offer training that qualifies recipients to become pharmacists

or pharmacologists.

Pharmacology University’s business and prospects

are influenced by the growth of the cannabis industry and by the demand for experienced, educated professionals to guide and expand that

industry ethically and responsibly in the United States and other countries where the Company may operate legally.

While the Company supports

the legal cannabis industry generally, its primary focus is on educating cannabis industry workers and leaders, as well as conducting

scientific research and development of hemp and cannabis for medicinal and commercial applications.

One of the Company’s most important

assets is the close relationship of its personnel with, and cooperation from, law enforcement agencies in the jurisdictions where it does

Police agencies in several countries have participated as guest speakers at the Company’s seminars.

In the United States, the Company has conducted

instructional seminars and cannabis classes in the states of Texas, Arkansas, Florida, Illinois, Missouri, Oklahoma and Georgia, as well

as Puerto Rico, and is planning to do likewise in the remaining states.

Currently, the Company is holding seminars and classes only in

the State of Texas.

The Company has conducted instructional seminars and cannabis classes in Mexico, Peru, Ecuador, Colombia and the Dominican

With the COVID-19 pandemic having abated, it plans to resume these activities in Mexico, Peru, Ecuador and the Dominican Republic

and to expand into Argentina, Chile, Brazil, Panama and other Latin American countries where its activities are lawful.

As stated below,

however, the Company believes that the demand for its educational products is towards online education and away from classrooms and seminars.

Before the pandemic, the

Company offered, and with the abatement of the pandemic, is offering, opportunities for learning, discovery and engagement to students,

doctors, scientists, entrepreneurs and others in a real-world setting.

The Company offers a full range of educational programs at all

levels and pursues a broad agenda of research, innovative and creative activities and builds partnerships with other educational institutions,

community organizations, government agencies and the private sector in many jurisdictions, including Jorge Tadeo Lozano University in

Bogota, Cartagena, and Santa Marta, Colombia;

instructional seminars and cannabis classes in Texas, Arkansas, Florida, Illinois, Missouri, Oklahoma, and Georgia, as well as in Puerto

Rico, and intends to expand to additional states where legally permissible.

Currently, seminars and classes are being held only in Texas.

The Company has also conducted instructional seminars and cannabis classes in Mexico, Peru, Ecuador, Colombia, and the Dominican Republic.

At present, the Company is resuming and expanding its in-person educational programs for business leaders, physicians, attorneys, nurses,

insurance agents, patients, and others regarding medical cannabis programs.

In Texas, particular attention is given to the Texas Compassionate

Use Program (TCUP), established in 2015, and expanded by House Bill 46, with regard to which the Company is planning to provide education

The Company offers opportunities for learning,

discovery and engagement to students, doctors, scientists, entrepreneurs and others in a real-world setting.

It provides a full range

of educational programs at all levels and pursues a broad agenda of research, innovative and creative activities and builds partnerships

with academic institutions, community organizations, government agencies and the private sector in many jurisdictions, including Jorge

Tadeo Lozano University in Bogota, Cartagena, and Santa Marta, Colombia;

Clayton State University, Atlanta, Georgia;

Autonomous University of Santo Domingo, Dominican

Autonomous University

of Santo Domingo, Dominican Republic;

EUFLORIA Medical Cannabis Dispensary, Tulsa, Oklahoma;

the Polytechnic University of Puerto Rico in San Juan, Dispensarios 420,

the Polytechnic University of Puerto Rico

in San Juan, Dispensarios 420, Puerto Rico;

Cannapolis Scientific Farm in Colombia;

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Educational Services

The Company offers multilevel

educational services to entrepreneurs, medical and legal professionals, cultivators, dispensary technicians, manufacturers, patients and

others who desire to participate in the cannabis industry or who are otherwise interested in cannabis.

The Company offers multilevel educational services

to entrepreneurs, medical and legal professionals, cultivators, dispensary technicians, manufacturers, patients and others who desire

to participate in the cannabis industry or who are otherwise interested in cannabis.

These services include:

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On-site training

These courses cover all aspects

of the medical cannabis industry.

For the general public, they focus on the history of cannabis, its medicinal value, dispensary concepts,

legal issues and ethics, production, growing and extracts, security, operations and economics.

For doctors, our courses and seminars cover

subjects such as medicinal uses of cannabis, the biochemistry of cannabis, functions of the endocannabinoid system, pharmacology, cannabis

use and abuse, and administration and dosage of cannabis medications.

These courses cover all aspects of the medical

cannabis industry.

For the general public, they focus on the history of cannabis, its medicinal value, dispensary concepts, legal issues

and ethics, production, growing and extracts, security, operations and economics.

For doctors, our courses and seminars cover subjects

such as medicinal uses of cannabis, the biochemistry of cannabis, functions of the endocannabinoid system, pharmacology, cannabis use

and abuse, and administration and dosage of cannabis medications.

The cultivation course focuses on germination, cultivation practices,

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or a master grower with three years’ experience growing crops of at least 500 plants.

Before the COVID-19 pandemic, classes were

usually held at local colleges and universities in classrooms with projectors, screens and microphones.

Among these colleges and universities

were the University of Texas, Houston;

Texas Women’s University;

The Company has held classes at colleges and

universities in classrooms with projectors, screens and microphones, including at the University of Texas, Houston;

Texas Women’s

University of Oklahoma;

Oklahoma State University;

Clayton State

University, Atlanta;

Clayton State University, Atlanta;

Polytechnic University, San Juan;

Texas A&M University;

and Jorge Tadeo Lozano University in Bogota, Cartagena,

and Santa Marta, Colombia.

The Company believes that due to the COVID-19 pandemic, which resulted in the closing of classroom and seminar

education, as well as convenience, demand for its courses is trending towards online education and away from classrooms and seminars.

Students learn about Pharmacology

University through its website, social media, ticket venues, and local cannabis groups.

Upon completing a course of study, students receive

certificates of completion, which are not certifications of their ability to work in a particular field, but recognition of their completion

of a non-accredited class.

A 130-hour course lasting a semester was available at the University of Tadeo in Colombia, and the students

who completed it received a certificate entitled “Diplomado en Cannabis.” In addition, CME and CLE credits were available

for doctors and lawyers taking the classes.

The Company received CLE approvals for courses that it offered in Arkansas (Office of Professional

Programs), Oklahoma (Oklahoma MCLE Commission) and Texas (State Bar of Texas) and received CME approvals for courses that it has offered

in Arkansas (University of Arkansas for Medical Sciences Office of Continuing Education), Texas and Florida (Ponce Medical School Foundation).

We were the first company approved by the Department of Health of the Commonwealth of Puerto Rico as a provider of all training certificates,

including medical education, agriculture and manufacturing education, dispensary education, and others in the medicinal cannabis industry.

After the advent of the COVID-19 pandemic, all

of our classrooms and seminars venues were forced to close.

We also canceled all travel plans to further our expansion.

To meet this pandemic,

we created online courses.

We currently have more than 100 videos available online in English, Spanish, Portuguese, Italian and Arabic

and we plan to add other languages.

Additionally, we have used Zoom to hold virtual classes to teach students and be able to respond to

their questions in real time during the courses.

However, revenue received from online courses has not replaced the revenue that we believe

we would have generated if our classrooms and public venues had remained open.

With the abatement of the COVID-19 pandemic, the Company

is attempting to resume teaching in classrooms and public forums.

A result of the closing of classrooms due to the pandemic was increasing

reliance on online classes.

The Company believes that this trend will increase due to the ease of attendance and the ability of students

to learn at times that are convenient to them.

The Company believes that teaching in classrooms and public forums is unlikely to resume

to its former extent.

The Company believes that teaching in

classrooms and public forums is unlikely to resume to its former extent.

We held two classes and no seminars during the year ending

May 31, 2024, producing revenue of $23,006, compared with three classes and no seminars, producing revenues of $52,315 in the year

ended May 31, 2023.

As a result, we are concentrating on expanding our online business.

A&M University;

and Jorge Tadeo Lozano University in Bogota, Cartagena, and Santa Marta, Colombia.

The Company believes, however,

that due to convenience, demand for its courses is trending towards online education and away from classrooms and seminars.

The Company plans to conduct seminars, courses,

and training programs that will support physicians, attorneys, chemists, biologists, insurers, dietitians, and veterinarians in understanding

this new regulatory framework created by HB 46.

The first of these will be a seminar on November 1, 2025, at UTHealth Houston, with CLE

and CME accreditation.

Subsequently, the Company plans to hold five seminars in Houston, Dallas, San Antonio, El Paso and Brownsville.

Students learn about Pharmacology University through

its website, social media, ticket venues, and local cannabis groups.

Upon completing a course of study, students receive certificates

of completion, which are not certifications of their ability to work in a particular field, but recognition of their completion of a non-accredited

A 130-hour course lasting a semester was available at the University of Tadeo in Colombia, and the students who completed it received

a certificate entitled “Diplomado en Cannabis.” In addition, CME and CLE credits were available for doctors and lawyers taking

The Company received CLE approvals for courses that it offered in Arkansas (Office of Professional Programs), Oklahoma (Oklahoma

MCLE Commission) and Texas (State Bar of Texas) and received CME approvals for courses that it has offered in Arkansas (University of

Arkansas for Medical Sciences Office of Continuing Education), Texas and Florida (Ponce Medical School Foundation).

We were the first

company approved by the Department of Health of the Commonwealth of Puerto Rico to provide all training certificates, including medical

education, agriculture and manufacturing education, dispensary education, and others in the medicinal cannabis industry.

The Company is resuming and expanding its in-person

classroom teaching and seminars, while continuing to develop online courses to provide flexible and convenient learning opportunities

for students in multiple languages.

Currently, it has more than 100 videos available online in English, Spanish, Portuguese, Italian,

Arabic, French, and Mandarin.

Virtual classes are also designed to be conducted via Zoom, allowing students to interact in real time and

ask questions during the courses.

The Company expects that online courses may provide revenue as these activities expand.

both in-person and online programs are expected to grow.

The Company continues to broaden its offerings to business leaders, medical and

legal professionals, and other stakeholders in the cannabis industry.

The Company believes that teaching in classrooms

and public forums is unlikely to resume to its former extent.

We held no classes or seminars during the year ending May 31, 2025, producing

revenue of $0, compared with two classes and no seminars during the year ending May 31, 2024, producing revenue of $6,335.

Digital Products

As a result of the COVID-19 pandemic, which made

classroom and seminar education impossible, Pharmacology University focused on the production of educational materials for sale on online

platforms (including those operated by Amazon, Zinio, Apple, Walmart/Kobo, Barnes & Noble and Google Books).

However, the trend of

students’ preference for online courses has adversely affected the demand for classroom teaching and seminars.

The Company does

not expect that demand for teaching in these venues will return to pre-pandemic levels.

It also focuses on entering into subscription

and commercial agreements with universities and e-commerce platforms.

We have published 50 cannabis-related eBooks in

five languages, have produced videos to offer online and have recorded over 13,000 minutes of audio in 5 languages.

We have also engaged

artificial intelligence services to generate translations of these materials in up to 100 additional languages.

This activity has resulted

in increased expenses, while producing minimal revenue and no profit;

however, we believe that it will become profitable and be a significant

component of our business.

We have aimed to publish our educational content

on different marketplaces that host products in languages commonly used worldwide.

We work with platforms from Brazil, Spain, England,

Pharmacology University offers educational materials

for sale on online platforms, including those operated by Amazon, Zinio, Apple, Kobo, Barnes & Noble, and Google Books.

The Company has published 50 cannabis-related

eBooks in five languages, produced videos for online distribution, and recorded over 13,000 minutes of audio in five languages.

intelligence services have also been engaged to generate translations of these materials in up to 100 additional languages.

These activities

have resulted in increased expense, with minimal revenue and no profit to date;

however, the Company expects that they may become profitable

and represent a growing component of its business.

The Company publishes its educational content

on various marketplaces that host products in languages commonly used worldwide.

Platforms include those from Brazil, Spain, England,

Mexico, Canada, the United States, Germany, and other countries.

We currently have four types of products published on different platforms.

We publish fifty titles in Spanish, English, Portuguese, Italian, and Arabic on Amazon, Kobo and Google Books.

In addition, Smashwords distributes our content on Barnes & Noble, Apple, Baker & Taylor’s Axis 360, OverDrive, Scribd, cloudLibrary, Gardners Extended Retail, Odilo and Gardners Library.

Findawayvoices distributes our content on 3Leaf Group, Axiell, Baker & Taylor, Bibliotheca, Bidi, EBSCO, Follett, hoopla, LOL, Dilo, Overdrive, Perma-Bound, Ulverscroft and Wheelers, as well as on 24symbols, Anyplay, Apple, Audiobooks.com, AudiobooksNow, AudiobooksNZ, BajaL, BingeBooks, Bokus Play, Bookmate, Chirp, Cliq, Downpour, eStories, Google Play, Hummingbird, Instaread, Leamos, Libro.FM, Milkbox, Nextory, NOOK, Scribd, and Ubook.

Currently, the Company has three types of products published across these

The Company publishes fifty titles in Spanish, English, Portuguese, Italian, and Arabic

on Amazon, Kobo, and Google Books.

In addition, Smashwords distributes its content on Barnes & Noble, Apple, Baker & Taylor’s

Axis 360, OverDrive, Scribd, cloudLibrary, Gardners Extended Retail, Odilo, and Gardners Library.

· Audiobooks:

Findawayvoices distributes the Company’s content on 3Leaf Group, Axiell, Baker

& Taylor, Bibliotheca, Bidi, EBSCO, Follett, hoopla, LOL, Dilo, Overdrive, Perma-Bound, Ulverscroft, and Wheelers, as well as on 24symbols,

Anyplay, Apple, Audiobooks.com, AudiobooksNow, AudiobooksNZ, BajaL, BingeBooks, Bokus Play, Bookmate, Chirp, Cliq, Downpour, eStories,

Google Play, Hummingbird, Instaread, Leamos, Libro.FM, Milkbox, Nextory, NOOK, Scribd, and Ubook.

· Video Courses:

We publish 161 titles on Amazon (6 courses), Sympla (17 courses), Teachlr (62 courses), Edusity (13 courses), Simplivlearning (16 courses), Alugha (40 courses), Aprendum (4 courses), and Unihance (105 courses).

The Company publishes 161 titles on Amazon (6 courses), Sympla (17 courses), Teachlr

(62 courses), Edusity (13 courses), Simplivlearning (16 courses), Alugha (40 courses), Aprendum (4 courses), and Unihance (105 courses).

We published Cannabis Worlds, a digital magazine,

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and engages in web development.

Until the COVID-19 pandemic, we offered educational

programs to franchisees worldwide.

The Company offered educational programs to franchisees

A franchisee purchased the right to provide our courses in its particular city.

In addition to an initial

franchise fee, a franchisee paid a 10% franchise fee and a 2% advertising fee on all gross sales.

We assisted in creating and registering

a franchisee’s business identity;

In addition to an initial franchise fee, a

franchisee paid a 10% franchise fee and a 2% advertising fee on all gross sales.

We assisted in creating and registering a franchisee’s

business identity;

developing and activating its websites;

creating its social media platforms;

providing it with

marketing plans;

assisting in finding venues for their classes;

providing it with marketing plans;

in finding venues for their classes;

explaining how to find qualified instructors;

providing PowerPoint presentations

as well as books for students and instructors;

providing PowerPoint presentations as well as books

for students and instructors;

and providing one week of one-on-one training relating to the operation of the franchise.

In addition, we provided one month of marketing assistance.

As a result of the pandemic, we received no revenue from these franchisees

in the year ended May 31, 2023.

After the COVID-19 pandemic abated, we attempted to resume franchise operations, but have been unable

to find customers and received no revenue from franchising in the year ended May 32, 2024..

In addition, we

provided one month of marketing assistance.

In April 2024, we decided not to pursue franchising.

Prior to the pandemic, the

Company offered consulting services, which included:

The Company offered consulting services, which

These services included:

creating and presenting advertising material for campaigns in traditional and digital media, including publicity strategy, campaign creation, design of flyers, advertising social networks, newspapers and magazines and creation of audiovisual content.

consulting services to entrepreneurs who are considering entering the cannabis industry, manufacturers and growers, including preparation of business plans, guidance in business structure, guidance in seeking investment, preparation of license and other applications and development of operating procedures.

The costs of these services

were based on the nature of each assignment.

The Company provided these

services in many states and Puerto Rico and assisted in obtaining over 40 licenses for its clients for dispensaries, cultivation, manufacturing

and a full analytical laboratory.

In the year ended May 31, 2023, the Company began

to offer these services again and recorded revenue of $8,333 for that year and $0 for the year ended May 31, 2024.

We are determining

whether we will continue this operation.

consulting services to entrepreneurs considering entering the cannabis industry, manufacturers and growers, including preparation of business plans, guidance in business structure, guidance in seeking investment, preparation of license and other applications and development of operating procedures.

The costs of these services were based on the

nature of each assignment.

The Company provided these services in many states

and Puerto Rico and assisted in obtaining over 40 licenses for its clients for dispensaries, cultivation, manufacturing and a full analytical

For the years ended May 31, 2024, and May 31,

2025, the Company recorded revenues of $28,641 and $0, respectively, from consulting services.

However, in September 2025, the Company

entered into an agreement to provide advisory services for obtaining a hemp license.

Alpha Research Business

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officers and directors in Vita, see “Certain Relationships and Related Party Transactions – Vita Agreement.”

Clinical trials are a

research method designed to evaluate and test new drugs or devices.

They are typically conducted in four phases, each of which has a different

purpose and helps scientists answer different questions.

Clinical trials are a research method designed

to evaluate and test new drugs or devices.

They are typically conducted in four phases, each of which has a different purpose and helps

scientists to answer various questions.

Researchers test an experimental drug or treatment in a small group of people for the first time.

4 unchanged sentences

Post-marketing studies, which are conducted after a treatment is approved for use by the FDA, provide additional information, including information relating to treatment, risks, benefits and best use.

The Company’s facilities

are equipped with examination and blood drawing rooms, storage for investigational medication and study-related equipment.

employs only clinical research coordinators (“CRCs”) with at least five years of experience.

CRCs are involved in supervising

drug trials and medical research, which involves recruiting patients for medical and drug trials and screening them to ensure that they

meet the guidelines of the trial, as well as following good clinical practice, overseeing the progress of the clinical trial and ensuring

that it is properly conducted, recorded, and reported.

The recruitment of subjects

from minority, rural and economically disadvantaged groups is important to clinical trials because the benefits and risks of new drugs

with respect to them may differ from other groups due to genetic, environmental and other factors.

To enhance such recruitment, the Company

has worked with community organizations, churches, social services and public agencies and has provided transportation services.

The Alpha Research Business

is staffed by seven personnel responsible for regulatory and Investigational Review Board (“IRB”) processes and a staff of

two auditors.

An IRB is an independent body required by federal regulation, comprising medical, scientific, and nonscientific members,

the responsibility of which is to ensure the protection of the rights, safety, and well-being of human subjects involved in a clinical

An IRB reviews and approves clinical trials, protocols, amendments, methods and materials to be used in obtaining and documenting

informed consents from trial subjects.

We have more than six principal

investigators, who are physicians who prepare and perform or oversee clinical trials, usually in conjunction with their medical practices.

These investigators are independent contractors.

In addition, we have seven professional personnel who analyze data and report the results

of trials to Sponsors and CROs, all of whom are independent contractors;

they are encouraged to keep up to date on good clinical practices

and regulations relating to clinical research and a part-time accountant.

Clinical Trials for

Sponsors and CROs

In connection with these

clinical trials, the Company will contract with a Sponsor or CRO to provide services in connection with a clinical trial after it has

provided information respecting its ability to provide them and after a visit by the Sponsor or CRO to our facilities to confirm our ability

to conduct the trial and to establish communications procedures.

After further measures, which include establishing a budget and providing

additional information about the Company and a second visit to our facilities, we will enter into a contract with the Sponsor or CRO,

which will issue a “Site Activation Letter.” When we receive this letter, we begin enrolling volunteer test subjects.

Alpha Research finds Sponsors

and CROs in three ways:

The Company’s facilities are equipped with

examination and blood drawing rooms, storage for investigational medication and study-related equipment.

The Company employs only clinical

research coordinators (“CRCs”) with at least five years of experience.

CRCs are involved in supervising drug trials and medical

research, which involves recruiting patients for medical and drug trials and screening them to ensure that they meet the guidelines of

the trial, as well as following good clinical practice, overseeing the progress of the clinical trial and ensuring that it is properly

conducted, recorded, and reported.

The recruitment of subjects from minority, rural

and economically disadvantaged groups is important to clinical trials because the benefits and risks of new drugs with respect to them

may differ from other groups due to genetic, environmental and other factors.

To enhance such recruitment, the Company has worked with

community organizations, churches, social services and public agencies and has provided transportation services.

The Alpha Research Business is staffed by seven

personnel responsible for regulatory and Investigational Review Board (“IRB”) processes and a staff of two auditors.

is an independent body required by federal regulation, comprising medical, scientific, and nonscientific members, whose responsibility

is to ensure the protection of the rights, safety, and well-being of human subjects involved in a clinical trial.

An IRB reviews and approves

clinical trials, protocols, amendments, methods and materials to be used in obtaining and documenting informed consents from trial subjects.

We have more than six principal investigators,

who are physicians who prepare and perform or oversee clinical trials, usually in conjunction with their medical practices.

These investigators

are independent contractors.

In addition, we have seven professional personnel who analyze data and report the results of trials to Sponsors

and CROs, all of whom are independent contractors;

they are encouraged to keep up to date on good clinical practices and regulations relating

to clinical research and a part-time accountant.

Clinical Trials for Sponsors and CROs

In connection with these clinical trials, the

Company will contract with a Sponsor or CRO to provide services in connection with a clinical trial after it has provided information

respecting its ability to provide them and after a visit by the Sponsor or CRO to our facilities to confirm our ability to conduct the

trial and to establish communications procedures.

After further measures, which include establishing a budget and providing additional

information about the Company and a second visit to our facilities, we will enter into a contract with the Sponsor or CRO, which will

issue a “Site Activation Letter.” When we receive this letter, we begin enrolling volunteer test subjects.

Alpha Research finds Sponsors and CROs in three

Recruitment websites .

10 unchanged sentences

We are actively seeking contracts, have bid on four and believe that we will be successful in obtaining some of them.

We produced revenues of approximately $267,220 and $213,865 from our clinical trials business for the years ending May 31, 2024, and May

31, 2023, respectively.

Clinical Trial in Which

We Will be the Sponsor

In the near future, Alpha Research intends to

conduct clinical trials of hemp-derived cannabidiol (“CBD”) medical products, in which it will be the Sponsor.

from hemp containing less than 0.3% of tetrahydrocannabinol (“THC”) was legalized at the federal level by the Agriculture

Improvement Act of 2018 and its sale and use of CBD products containing less than 0.3% of THC is legal in all states except for 18, which

restrict sale and use for various reasons, including the age of the purchaser, non-medical use and the THC content;

the Company will not

sell its CBD product in any jurisdiction in which such sale is illegal, including these 18 states.

The Company does not intend to conduct

clinical trials of products that require approval of the FDA.

CBD is a naturally produced cannabinoid from the

cannabis plant that differs from other cannabinoids, such as THC, for its structure and mechanism of action.

CBD does not have psychoactive

effects and does not alter the conscience and perception of the user.

In contrast, CBD has been proven clinically to have anti-inflammatory,

analgesic, anti-seizure, immunomodulatory and anxiolytic activity.

According to an article in Harvard Health Publishing,

the consumer health education division of Harvard Medical School (“Cannabidiol (CBD):

What we know and what we don’t,”

published on September 24, 2021), there is strong evidence for the use of CBD in treating certain childhood epilepsy syndromes, and one

CBD-based drug, Epidiolex, has been approved by the Federal Drug Administration for treating these conditions.

This article states that

animal studies, human research and self-reporting suggest that CBD may help with anxiety, insomnia, chronic pain and treatment of addiction.

Other articles state, with varying degrees of certainty, that CBD may be used to treat other conditions, including mental disorders, such

as depression, psychosis and PTSD;

We produced revenues of $301,731 and $213,865 from our clinical trials business for the years ending May 31, 2025, and May 31, 2024, respectively.

Based on these factors and the expertise of the

Company in conducting clinical trials, it believes that it can develop and test CBD products.

These trials will be conducted in the Company’s

facilities, adding additional CRCs to handle the new studies.

It will contract with an IRB to ensure all protocols are met and approved.

If a clinical trial indicates that a product is

safe and effective, the Company intends to exploit it by selling or licensing it.

Where possible, it will seek protection of intellectual

property related to the use of a product through patents and trademarking.

CBD Products and Research

CBD and Its Properties

CBD is a naturally produced

cannabinoid from the cannabis plant that differs from other cannabinoids, such as THC, in its structure and mechanism of action.

not have psychoactive effects and does not alter the consciousness and perception of the user.

CBD has been proven clinically

to have anti-inflammatory, analgesic, anti-seizure, immunomodulatory and anxiolytic activity.

For example, according to an article in

Harvard Health Publishing, the consumer health education division of Harvard Medical School (“Cannabidiol (CBD):

What we know and

what we don’t,” published on September 24, 2021), there is strong evidence for the use of CBD in treating certain childhood

epilepsy syndromes, and one CBD-based drug, Epidiolex, has been approved by the Federal Drug Administration for treating these conditions.

This article states that animal studies, human research and self-reporting suggest that CBD may help with anxiety, insomnia, chronic pain

and treatment of addiction.

Other articles state, with varying degrees of certainty, that CBD may be used to treat other conditions, including

mental disorders, such as depression, psychosis and PTSD;

cancer-related symptoms, such as nausea, vomiting and pain;

neurological conditions, such as Parkinson’s

disease, Huntington’s disease, autism spectrum disorder and motor disorders;

neurological conditions,

such as Parkinson’s disease, Huntington’s disease, autism spectrum disorder and motor disorders;

substance abuse;

2 unchanged sentences

and sleep disorders.

Initially, the Company intends to conduct research in the areas of endocannabinoid system physiology to study the

normal endocannabinoid range in healthy individuals, the medical consequences of low endocannabinoid levels and the effects of cannabinoid

administration in the organism.

These studies will involve various methodologies, which will include blood tests, breathalyzer tests and

electroencephalograms (EEGs) to determine the impact of cannabinoids on pathologies that have been linked to clinical endocannabinoid

deficiencies such as irritable bowel syndrome, migraine and fibromyalgia.

Research will also be conducted in oncology regarding the influence

of cannabinoid-based treatments respecting cancer prevention, tumor size and viability, cancer-related symptoms and chemotherapy-induced

Finally, the Company intends to conduct research in anxiety disorders with a view to determining whether cannabinoids can reduce

anxiety-related symptoms and improve quality of life.

The Company determined to

conduct these clinical trials for the following reasons:

According to Forbes Business Institute, the global CBD oil and CBD consumer health market is expected to grow from $39.54 billion in 2022 to $55.79 billion in 2028 at a compound annual growth rate of 47.49%.

According to a Forbes Health Survey conducted by OnePoll, 60% of respondents reported that they have tried a cannabidiol (CBD) product and believe CBD has health and wellness benefits, including the potential to improve sleep, reduce anxiety and/or relieve pain.

Based on these factors and

the expertise of the Company in conducting clinical trials, it believes that it can develop and test CBD products.

These trials will be conducted

in the Company’s facilities, adding additional CRCs to handle the new studies.

It will contract with an IRB to ensure all protocols

are met and approved.

If a clinical trial indicates

that a product is safe and effective, the Company intends to exploit it by selling or licensing it.

Where possible, it will seek protection

of intellectual property related to and the use of a product through patents and trademarking.

Sleep Center Business

In July 2022, the Company opened its Sleep Center,

which served Houston-area patients who were interested in improving their sleep quality and enhancing their physical and mental well-being.

The Sleep Center utilized state-of-the-art equipment.

Its goal was to assess, diagnose, and treat sleep problems and provide patients

with convenient and flexible care.

During the year ended May 31, 2023, the Sleep Center treated only six patients and produced revenue

The Company closed the Sleep Center in April 2023 because it was unable to obtain patients in the quantity needed to justify

its operation and the Company believed that its manpower and financial resources would more effectively be used in its other activities.

According to a report published

in 2024 by Precedence Research, a market intelligence and consulting firm based in Canada and India, the global market size of CBD consumer

health products was approximately $20.9 billion, of which U.S.

markets accounted for about $9.0 billion in 2024.

According to the report,

this growth has been driven by the expansion in the availability of CBD products across various categories, such as dietary supplements,

cosmetics, functional beverages, and wellness formulations, as well as by the growing consumer acceptance regarding the use of cannabidiol

as an ingredient with therapeutic potential.

The report projects that the U.S.

market for CBD products will reach about $34.66 billion

by 2034, representing a compound annual growth rate of approximately 14.45%, which reflects not only the strength of domestic demand but

also the expected impact of innovation in new formulations and the possible easing of the regulatory framework.

If these projections are

fulfilled, CBD will become a significant sector in the U.S.

health and wellness, impacting the pharmaceutical and mass consumer markets.

The Company expects to launch its first CBD products

in the State of Texas in the foods category of functional wellness edibles under the name “VitaCookies.” These cookies, which

the Company believes have therapeutic properties, are formulated with cannabinoids and natural extracts to provide relief for a variety

of medical conditions.

Unlike other stigmatized formats, such as cigarettes or gummies, our team of physicians, chemists, and biologists

has collaborated to develop a more refined, safe, and appealing product, designed to integrate seamlessly into patients’ daily lives

through a reliable and enjoyable format.

The first launch includes:

· VitaDepression

Cherry Cookies are intended to improve mood balance, sleep quality, and cognitive function by acting on the gut microbiota and reducing

oxidative stress.

· VitaMenopause

Mango Cookies are intended to relieve symptoms of perimenopause and menopause, such as hot flashes, fatigue, insomnia, and emotional

· VitaFibromyalgia

Strawberry Cookies are intended to reduce pain, neuroinflammation, and chronic fatigue in patients with fibromyalgia.

· VitaPainRelief

Blackberry Cookies are intended to provide analgesic support for patients with chronic pain, reducing inflammation and improving daily

· VitaOsteoporosis

Fig Cookies are designed for bone and joint health, with nutrients such as calcium, magnesium, and vitamin D that help prevent the loss

of bone mineral density.

· VitaPrebiotic

Plum Cookies are aimed at digestive health and the balance of the gut microbiota.

· VitaDiabetes

Support Pecan Nut Cookies are intended to help regulate glucose and metabolism in individuals with Type 2 diabetes or insulin resistance.

· VitaCollagen

Guava Cookies are intended to promote collagen production, thereby improving skin elasticity, joint function, and tissue recovery.

Dark Chocolate and Passion Fruit Cookies are intended to support patients with post-traumatic stress disorder, anxiety, and insomnia.

· VitaAnxiety

Banana Cookies are formulated to assuage anxiety and emotional disturbances and to help balance the nervous system and regulate sleep.

The Company intends to

launch VitaCookies in the near future.

The Company will initially manufacture the VitaCookies on its own leased premises and market

them initially through its own website.

In the future, depending on the demand for VitaCookies, it may subcontract

manufacturing.

For the time being, the Company

plans to market only in the State of Texas, where its headquarters are located and VitaCookies will be manufactured.

Because the FDA has

taken the position that foods containing CBD cannot be introduced in interstate commerce, the Company will not sell VitaCookies and other

products over which the FDA has jurisdiction outside the State of Texas, but may in the future expand its sales into other states if such

sales become legal under federal law and the laws of the states where such sales are made.

At that time, the Company will endeavor to

sell these products to large national retail and pharmaceutical chains, specialized marketplaces for health and wellness products, such

as wellness centers, vitamin stores, and to regional self-service chains, local supermarkets and liquor stores.

Development of New CBD Products

The Company intends to conduct research on the

efficacy of CBD-based products.

Possible areas of study are endocannabinoid system physiology to study the normal endocannabinoid range

in healthy individuals;

the medical consequences of low endocannabinoid levels;

the effects of cannabinoid administration in the organism;

the effect of cannabinoid-based treatments respecting cancer prevention, tumor size and viability, cancer-related symptoms and chemotherapy-induced

irritable bowel syndrome;

and fibromyalgia.

These studies will involve various methodologies, which will

include blood tests, breathalyzer tests and electroencephalograms (EEGs) to determine the impact of cannabinoids on pathologies that have

been linked to clinical endocannabinoid deficiencies such as irritable bowel syndrome, migraine and fibromyalgia.

Where appropriate, the

Company will conduct clinical trials through Alpha Research Institute or an independent entity.

If a product is found to be safe and effective,

the Company intends to exploit it by selling or licensing it.

Where possible, it will seek protection of intellectual property related

to a product through patents and trademarking.

Patents and Trademarks

The Company has filed ten utility patent applications

with the U.S.

Patent and Trademark Office relating to cannabinoid-based compounds, formulations, and methods of treatment.

These applications

are intended to protect the Company’s innovations, compositions and methods of use.

The applications are:

· Application No.

18/905,128, filed on October 2, 2024, for a method of treatment for pancreatic cancer.

· Application No.

18/918,386, filed on October 17, 2024, for a cannabinoid-based nanoplatform composition

and methods for treating breast cancer by inhibiting VEGF.

· Application No.

18/920,359, filed on October 18, 2024, for an integrative treatment for shingles based

on cannabinoid compounds.

· Application No.

18/922,127, filed on October 21, 2024, for a cannabinoid-based nanoplatform composition

and methods for treating knee osteoarthritis.

· Application No.

18/921,140, filed on October 21, 2024, for a cannabinoid-based nanoplatform composition

and methods for treating menopause.

· Application No.

18/924,087, filed on October 23, 2024, for a cannabinoid composition and method for treating

symptoms of respiratory viral infections.

· Application No.

18/929,972, filed on October 29, 2024, for an advanced cannabinoid therapeutic composition

targeting the microbiota-gut-brain axis for comprehensive depression management.

· Application No.

18/934,360, filed on November 1, 2024, for comprehensive cannabinoid compositions and

methods for the management of anxiety disorders.

· Application No.

18/942,512, filed on November 9, 2024, for an advanced cannabinoid formulation for targeted

management of multiple sclerosis.

· Application No.

18/957,035, filed on November 22, 2024, for cannabinoid formulations and methods for oral

care and health management.

No assurance can be given that any of these applications

will result in the issuance of patents.

The Company has two employees, namely its executive

1 unchanged sentence

It meets its other manpower needs through approximately 14 independent contractors;

of these personnel changes from time to time in accordance with the Company’s staffing needs.

For a description of the services

provided by these independent contractors, see the descriptions of the three segments of the Company’s business.

the number of these

personnel changes from time to time in accordance with the Company’s staffing needs.

For a description of the services provided

by these independent contractors, see the descriptions of the three segments of the Company’s business.

Concentration of Revenues

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For the year ended May 31, 2025, the Company had revenues of $303,022,

of which 62.8%, 24.1% and 4.0% were received from three customers.

For the year ended May 31, 2023, the Company had revenues of $316,825,

of which 63.9%, 27.2% and 5.1% were received from three customers.

of which 66.7% and 24.1% were received from two customers.

For the year ended May 31, 2024, the Company had revenues of $248,841, of which

62.8% and 24.1% were received from two customers.

Description of Property

The Company leases approximately 1,367 square

feet at 6201 Bonhomme Road, Suite 435N, Houston, Texas, under a lease dated April 12, 2024.

The lease, which has a one-year term

that commenced on May 1, 2024.

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

These premises are shared by PUI and Alpha Research Institute.

Two of the Company’s officers leased 1,400

square feet in Houston, Texas, at 1625 Main St., Houston, Texas, under a lease the term of which commenced on March 15, 2023, and expired

on September 14, 2023, at a rent of $3,168 per month;

these officers have made a portion of these premises available to the Company for

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

These officers entered into a new lease for these premises, which

commenced on September 15, 2023, and will expire 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 is paying them $2,817 per month.

One of these officers

died in January 2024.

For further information, see “Certain Relationships and Related Party Transactions—Lease.” The

surviving officer intends to renew this lease and make a portion of these premises available to the Company for use as office space on

the same terms,

feet at 6201 Bonhomme Road, Suite 435N, Houston, Texas, under a lease dated April 12, 2024, and amended on June 18, 2025.

The lease, as

amended, added a one-year term that commenced on June 1, 2025, at a base rent of $1,730 per month.

The Company is using as office space a portion

of an apartment leased by one of its officers with an area of 1,400 square feet in Houston, Texas, at 1625 Main St, Houston, Texas, for

which it is reimbursing him at the rate $2,817 per month.

Legal Proceedings

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– Climate Change.

The Company believes that it is in compliance with all material government

The Company believes that it is in compliance

with all material government regulations.

Information About Our Executive Officers

34 unchanged sentences

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-K

Item 1. Business