What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-09-22 compared with 2024-09-16 · 435 added, 374 removed, 362 unchanged (69% of the section changed)

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defined by Rule 12b-2 of the Exchange Act and is not required to provide information under this item.

Financial Statements and Supplementary

Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Notes to Consolidated Financial Statements

MOKUOLU, CPA PLLC

| Advisory | Assurance & Audit | Tax

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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Cannabis Bioscience International Holdings, Inc.

(formerly named China Infrastructure Construction Corp.)

(formerly China Infrastructure

Construction Corp)

Opinion on the Financial Statements

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balance sheets of Cannabis Bioscience International Holdings, Inc.

China Infrastructure Construction Corp) (the “Company”)

as of May 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the

year ended May 31, 2024 and 2023, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of May 31, 2024, and 2023, and the results

of its operations and its cash flows for each of the two years in the period ended May 31, 2024, in conformity with accounting principles

generally accepted in the United States of America.

Substantial doubt about the Company's ability

to continue as a Going Concern

(formerly China Infrastructure Construction Corp) (the “Company”)

as of May 31, 2025, and May 31, 2024, and the related consolidated statements of operations, stockholders’ deficiency, and cash

flows for each of the two years in the period ended May 31, 2025, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of May 31, 2025, and May 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended

May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

ability to continue as a Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company has

suffered recurring losses since inception, has a stockholders’ deficit, and the Company has not generated sufficient revenues to

date to cover its operating costs – these factors raise substantial doubt about its ability to continue as a going concern.

plans in regard to these matters are also described in Note 3.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

prepared assuming the Company will continue as a going concern.

As discussed in Note 3, Going Concern, to the consolidated financial statements,

the Company has suffered recurring losses from operations and had a working capital deficit of $916,878 and an accumulated deficit of

$5,882,901 as on May 31, 2025.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3, Going Concern.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

A critical audit matter is a matter arising from

the current period audit of the financial statements that was communicated or required to be communicated to the Company’s governance

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

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We have served as the Company’s auditor since 2023.

Houston, Texas

September 22, 2025

www.vmcpafirm.com

713.588.6622 | Fax:

1.833.694.1494

| ask@vmcpafirm.com

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction Corp.)

CONSOLIDATED BALANCE SHEETS

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Accounts receivable

Related party receivables

Other current assets

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Bank overdraft

Deferred revenue

Accrued interest

Related party payables

Short-term loans

SBA loan – current

Lease liabilities – current

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

Derivative liabilities

Lease liabilities

Convertible note

TOTAL CURRENT LIABILITIES

LONG-TERM LIABILITIES

SBA loan – noncurrent

Lease liabilities – noncurrent

Notes payable

Lease liabilities

TOTAL LONG-TERM LIABILITIES

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STOCKHOLDERS' DEFICIENCY

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

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 May 31, 2025, and May 31, 2024, respectively)

Common Stock, without par value:

20,000,000,000 shares

authorized 10,431,749,347 and 10,059,677,919 shares issued and outstanding at May 31, 2024, and May 31, 2023, respectively.

20,000,000,000 shares authorized 11,626,749,347 and 10,431,749,347 shares issued and outstanding at May 31, 2025, and May 31, 2024, respectively

Additional paid-in capital

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( 1,163,583 )

( 1,079,013 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY

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 Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS

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Rent and lease

Travel expenses

Total operating expenses

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Other income (Expense)

Loan discount

Amortization of discount

Note discount

Forgiveness of debt

Change in fair value of derivative liabilities

Total other income

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$ ( 0.00006 )

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 Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

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$ ( 651,345 )

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

Amortization of right-of-use asset and liability

Share-based compensation

Forgiveness of PPP loan

Adjustment to reconcile net loss:

Changes to lease liabilities

Issuance of common stock for services

Amortization of right-of-use asset and liability

Loss on valuation of convertible notes

Changes in assets and liabilities

Accounts receivable

Accounts payable and accrued expenses

Accounts receivables

Bank overdraft

Related party receivables

Accounts payable and accrued expenses

Accrued interest

Deferred revenue

Accrued interest on SBA loan

Interest on SBA loan

Advances by related party

Repayments of related party advances

Lease liability

NET CASH USED IN OPERATIONS

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Proceeds from issuance of common stock

Proceeds from short-term loans

Repayment of SBA loan – current

Payments on SBA loan

Proceeds from (repayments of) short-term loans

Proceeds from shareholders’ loans

Changes in notes payable

Payments to SBA Loan

Repayment of related party loan

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NET CASH PROVIDED BY FINANCING ACTIVITIES

NET DECREASE IN CASH

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF PERIOD

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Cash paid for interest

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 Corp.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

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Sales of common stock for cash

2,042,146,825

Change in par value of common stock

Exchange of Series B Preferred Stock for common stock

( 595,467,205 )

( 1,032,579 )

Issuance of common stock for service

Issuance of common stock for employees

Shares withdrawal

Balance - May 31, 2024

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$ ( 1,079,013 )

Issuance of Series B Preferred

Sales of common stock for cash

Issuance of common stock for service

Issuance of common stock for employees

Rescission of common stock sale

Issuance of common stock for repayment of note

Return of common stock for service

( 50,000,000 )

Balance - May 31, 2025

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$ ( 1,163,583 )

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Cannabis Bioscience International Holdings, Inc.,

a Colorado corporation (the “Company”), was formed on February 28, 2003, as a limited liability company named Fidelity Aircraft

Partners LLC.

a Colorado corporation (the “Company”), was formed on February 28, 2003, as a limited liability company under the name Fidelity

Aircraft Partners LLC.

On December 16, 2009, it converted to a corporation under the name Fidelity Aviation Corporation, and on August

24, 2009, it changed its name to China Infrastructure Construction Corp.

On February 28, 2018, the Company changed its name to Hippocrates Direct

Healthcare, Inc.;

On February 28, 2018, the Company changed its name to Hippocrates

Direct Healthcare, Inc.;

on July 4, 2018, it resumed the name China Infrastructure Construction Corp.

On December 6, 2022, it changed its name

to its present name.

The Company provides educational systems focused on medical cannabis in cities throughout the United States and six

countries in Latin America.

The Company provides services in therapeutic areas of clinical trials and services relating to sleep disorders

through its sleep center in Houston, Texas.

The Company offered concierge medicine at an affordable price through a membership-based model

through its wholly owned subsidiary, Hippocrates Direct Healthcare, LLC, a Texas limited liability company, formed on September 11, 2017;

this business was discontinued during the quarter ended August 31, 2020.

The Company operated a sleep center, which diagnosed sleep-related

disorders, through its subsidiary, Alpha Fertility and Sleep Center, LLC, a Texas limited liability company;

its operations were terminated

on April 30, 2023.

On December 6, 2022, it changed

its name to its present name.

The Company provides educational systems focused on medical cannabis in the United States;

provides services

to third parties in therapeutic areas of clinical;

and is developing cannabidiol-based products.

Note 2 – Summary of Significant Accounting

Accounting Principles

The financial statements and notes thereto 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.

Use of Estimates

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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 expenses

during the reporting periods.

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.

Making estimates requires management to exercise significant judgment.

Certain of these estimates 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.

Certain of these estimates

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

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.

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Cash equivalents are short-term, highly liquid

investments that are readily convertible to cash with original maturities of three months or less at the date acquired.

The Company had

no investment securities that were deemed cash equivalents at May 31, 2024, and May 31, 2023, respectively.

investments that are readily convertible to cash with original maturities of three months or less at the time of acquisition.

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

Accounts Receivable

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(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.

2014-09, the Company recognizes revenue when a customer obtains control of promised goods or services or when they are shipped to

a customer in an amount that reflects the consideration that it expects to receive in exchange for them.

The Company recognizes revenues

following the five-step model prescribed under ASU No.

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.

2014-09, the Company recognizes

revenue when a customer obtains control of promised goods or services, or when they are shipped to a customer, in an amount that reflects

the consideration that it expects to receive in exchange for them.

The Company recognizes revenues following the five-step model prescribed

under ASU No.

(a) it identifies a contract with a customer;

(b) it identifies the

performance obligations in the contract;

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

(d) it allocates the transaction price to the performance

obligations in the contract;

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

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

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

The Company generates revenue from multiple streams,

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

expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset in which it would

have been recognized is one year or less or the amount is immaterial.

The Company expenses incremental costs of obtaining

a contract as and when incurred if the expected amortization period of the asset in which it would have been recognized is one year or

less or the amount is immaterial.

A performance obligation is a contractual promise

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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.

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.

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.

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

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 financing components 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.

for educational services require nonrefundable payment in advance and are recorded as revenue when received.

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.

for educational services require non-refundable payment in advance and are recorded as revenue when received.

no significant financing component to any contracts.

Contract Modifications

for the Company’s clinical trial business are subject to modification.

These modifications may create new, or change existing, enforceable

rights and obligations of the parties thereto.

Modifications are generally effected pursuant to an amendment or addendum to the original

A contract modification is accounted for as a new contract if it reflects an increase in scope that is regarded as distinct

from the original contract and is priced in line with the standalone price for the related services.

If a contract modification is not

considered a new contract, the modification is combined with the original contract and the impact on revenue recognition will depend on

whether the remaining services are distinct from the original contract.

If they are distinct from those in the original contract, all

remaining performance obligations will be accounted for on a prospective basis, with unrecognized consideration allocated to the remaining

performance obligations.

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.

Contracts for the Company’s clinical trial

business are subject to modification.

These modifications may create new, or change existing, enforceable rights and obligations of the

parties thereto.

Modifications are generally effected pursuant to an amendment or addendum to the original contract.

A contract modification

is accounted for as a new contract if it reflects an increase in scope that is regarded as distinct from the original contract and is

priced in line with the standalone price for the related services.

If a contract modification is not considered a new contract, the modification

is combined with the original contract and the impact on revenue recognition will depend on whether the remaining services are distinct

from the original contract.

If they are distinct from those in the original contract, all remaining performance obligations will be accounted

for on a prospective basis, with unrecognized consideration allocated to the remaining performance obligations.

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.

Remaining Performance Obligations

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Share-Based Payments

“ Compensation – Stock Compensation, ” prescribes accounting and reporting standards for all share-based

payment transactions.

In June 2018, FASB issued ASU No.

ASC 718, “ Compensation – Stock

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

In June 2018, FASB issued

2018-07, Compensation – Stock Compensation (Topic 718):

to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to non-employees to that of

employees under the existing guidance of Topic 718, with certain exceptions.

This update supersedes previous guidance for share-based

payments to non-employees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees.

This guidance became effective

for the Company on January 1, 2019.

Based on its completed analysis, the Company has determined that adopting this guidance will not have

a material impact on its financial statements.

The Company follows FASB guidance related to equity-based payments, which requires that

equity-based compensation be accounted for using a fair value method and recognized as expense in the accompanying statements of operations.

Equity-based compensation expense will be recognized as compensation expense.

Improvements to Nonemployee Share-Based Payment Accounting, which

aligns accounting for share-based payments issued to non-employees to that of employees under the existing guidance of Topic 718, with

certain exceptions.

This update supersedes previous guidance for share-based payments to non-employees under Subtopic 505-50, Equity

– Equity-Based Payments to Non-Employees.

This guidance became effective for the Company on January 1, 2019.

Based on its completed

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

follows FASB guidance related to equity-based payments, which requires that equity-based compensation be accounted for using a fair value

method and recognized as expense in the accompanying statements of operations.

Equity-based compensation expense will be recognized as

compensation expense.

The Company has adopted ASU 2016-02, Leases

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flow modeling inputs based on assumptions).

The Company accounts for income taxes in accordance

with Accounting Standards Codification No.

The Company accounts for income taxes in

accordance with Accounting Standards Codification No.

740, “Income Taxes” (“ASC 740”).

This codification prescribes

the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences

between financial reporting and tax bases of assets and liabilities and for carryforward tax losses.

Deferred taxes are measured using

the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company provides a valuation allowance,

if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all

of the deferred tax asset will not be realized.

Deferred tax liabilities and assets are classified

as current or noncurrent based on the classification of the related asset or liability for financial reporting or according to the expected

reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting.

codification prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined

based on differences between financial reporting and tax bases of assets and liabilities and for carryforward tax losses.

Deferred taxes

are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company provides

a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that

some portion or all of the deferred tax asset will not be realized.

Deferred tax liabilities and assets are

classified as current or noncurrent based on the classification of the related asset or liability for financial reporting or according

to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting.

The Company accounts for uncertain tax positions

in accordance with the provisions of ASC 740, which provides guidance as to the determination of whether tax benefits claimed or expected

to be claimed on a tax return should be recorded in its unaudited financial statements, under which a company may recognize the tax benefit

from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing

authorities, based on the technical merits of the position.

to be claimed on a tax return should be recorded in its financial statements, under which a company may recognize the tax benefit from

an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities,

based on the technical merits of the position.

The tax benefits recognized in financial statements

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or expected to be taken in a tax return.

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

benefits in tax expense.

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

in tax expense.

Loss per Share

The Company computes basic earnings per share

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

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

during the reporting period.

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

stock, common stock equivalents and potentially dilutive securities outstanding during the period.

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 May 31, 2025, and May

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have been prepared in conformity with U.S.

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

ASC 240-40-50.

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

with ASC 240-40-50.

The Company’s history of recurring losses, negative working capital and negative cash flows from operating activities

raises substantial doubt about its ability to continue as a going concern.

The Company has not generated any profits since inception and

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

At May 31, 2024, the Company had a net loss from operations of $ 486,140 ,

net cash used in operations of $ 479,382 , a working capital deficit of $ 860,417 and an accumulated deficit of $ 5,334,081 .

The Company has not generated any profits since its inception,

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

At May 31, 2025, the Company had an operating loss of $ 421,365 ,

a net loss of $ 548,820 , net cash used in operations of $ 329,627 , a working capital deficit of $ 916,878 and an accumulated deficit of $ 5,882,901 .

The ability of the Company to continue as a going

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Note 4 – Debt

In May 2020, the Company received $ 143,100 from

the Small Business Administration as an Economic Injury Disaster Loan (“EIDL”) to help fund its operations during the COVID-19

The loan bears interest at the rate of 3.75 % per annum and is payable in monthly installments of $ 698 over a 30 -year period,

with deferral of payments for the first 12 months.

In June 2020, the Company received proceeds of

$ 106,200 from the Small Business Administration through a second EIDL loan to help fund its operations during the COVID-19 pandemic.

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

The Company’s EIDL loans were recorded

in the balance sheet as follows:

Long-Term Debt – SBA Loans

In May 2020, the Company borrowed $ 143,100

from the Small Business Administration (the “SBA”) as an Economic Injury Disaster Loan (“EIDL”) 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 $ 698

for a 30 -year

In June 2020, the Company borrowed

$ 106,200 from the SBA through a second EIDL loan to help fund its operations during the COVID-19 pandemic.

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

These loans are recorded as long-term debt in

the consolidated balance sheet as follows:

Schedule of EIDL loans

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SBA (EIDL) noncurrent portion

Accrued interest

Total EIDL loans

Short-Term Loans

The Company has borrowed money and entered into

agreements under which it sold receivables to third parties.

In accordance with ASC 470, these agreements are treated as loans encumbering

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

and interest expense as they are made.

These borrowings and agreements are as follows:

In May 2022, the Company entered into a

financing agreement with an unrelated party for a loan of $ 50,000 at

an annual interest rate of 20.9 %,

to be repaid at the rate of $ 1,218 per

week for one year.

At May 31, 2024, the balance of this loan, including interest, was $ 54,029 .

Payments under this agreement are in arrears and the Company is negotiating with the unrelated party to reschedule them.

In January 2023, the Company entered into a financing agreement with an unrelated party for a loan of $ 20,000 ,

bearing interest at the rate of 33.5 % per annum, to be repaid at the rate of $ 1,874 per month.

The outstanding balance at May 31, 2024,

was $ 1,674 .

Payments under this agreement are in arrears and

the Company is negotiating with the unrelated party to reschedule them.

In April 2023, the Company entered into a financing agreement with an unrelated party for a loan of

The accrued interest shown in the above table

is presented as accrued interest in the consolidated balance sheets.

Short-Term Debt

Non-Convertible Loans and Financing Agreements

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

bearing interest at the rate of 20.9 %

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

The outstanding balance at May 31, 2024, was $ 26,300 .

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 .

The balance of this loan at May 31, 2024, including interest, was $ 38,638 .

Payments under this agreement are in arrears and the Company is negotiating with the unrelated party to reschedule them.

On June 29, 2022, the Company borrowed $ 12,500

from an unrelated party at an annual interest rate of 14 %.

This loan is payable at the weekly rate of $ 589

for 24 weeks .

On October 13, 2022, an additional loan of $ 6,304

was obtained with a weekly payment of $ 297

for 24 weeks .

At May 31, 2024, the balance of this loan, including interest,

was $ 15,073 .

Payments under this loan are in arrears and the Company is negotiating with the unrelated party to reschedule them.

On August 3, 2022, the Company borrowed $ 15,000

from an unrelated party at an annual interest rate of 42.5 %,

repayable at the rate of $ 1,188

per month for 18 months.

At May 31, 2024, the balance of this loan, including

per annum, to be repaid at the rate of $1,218 per week for one year.

At May 31, 2025, the outstanding balance, including

interest, was $ 55,422 .

Payments under this loan are in arrears and the Company is negotiating with the unrelated party to reschedule them.

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 Company.

5 – Right-of-Use Assets and Lease Liabilities

This loan is in default.

· 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 May 31, 2025, was $ 2,921 .

Payments under this agreement are in

arrears and the Company is negotiating with the unrelated party to reschedule them.

· In April 2023, the Company

entered into a financing agreement with an unrelated party for a loan of $ 37,475 , bearing interest at the rate of 19 % per annum, to be

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

The outstanding balance at May 31, 2025, was $ 35,508 .

Payments under this agreement are in arrears

and the Company is negotiating with the unrelated party to reschedule them.

· On August 8,

2022, the Company entered into a financing agreement with an unrelated party for a loan of $ 45,000 ,

bearing interest at the rate of 26.4 %

per annum, to be repaid at the rate of $6,114 per week for 20 weeks.

As refinanced, the loan was increased to $ 76,000 at

the same rate of interest and was 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 this 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 as gain.

Accordingly, $ 23,638

is recorded in the Company’s consolidated statement of operations as Other income (Expense) – Forgiveness of debt.

· On October 8, 2019, the Company borrowed $ 12,500 from

an unrelated party bearing interest at the rate of 14 %

per annum (the “Headway Loan”).

This loan is payable at the weekly rate of $589 for 24 weeks.

October 13, 2022, an additional loan of $ 6,304 was

obtained with a weekly payment of $297 for 24 weeks.

The loan was guaranteed by a related party.

At May 31, 2025, the

outstanding balance of this loan, including interest, was $ 16,871 .

This loan is in default.

Convertible Notes

The Company has borrowed money under promissory

notes that have convertibility features as follows:

On March 14, 2024, the Company made a promissory

note in the principal amount of $ 66,000

in favor of an unrelated party.

The note was subject to an original issuance discount of $ 11,000

and to an initial interest charge of 13% of its principal amount, or $ 8,580 .

The net proceeds received by the Company after the original issuance discount, the initial interest charge and payment of legal and due

diligence fees of $ 5,000 ,

were $ 50,000 .

The note required repayment in five installments, as follows:

a payment of $37,290 on September 15, 2024, and payments of $9,322.50 on

October 15, 2024, November 15, 2024, December 15, 2024, and January 15, 2025.

Each of these payments included accrued interest.

was repaid on January 12, 2025, at which time, it was not in default.

The note provided that upon an event of default, the holder could

convert the amount then unpaid into Common Stock at a conversion price of 65% of the lowest trading price therefor during the 10 trading

days prior to the date of conversion.

On November 7, 2024, the Company made a

promissory note in the principal amount of $ 67,200

in favor of an unrelated party (the “Diagonal Note”).

The note is subject to an original issuance discount of $ 11,200 .

The net proceeds received by the Company after payment of legal and due diligence fees of $ 6,000 ,

were $ 56,000 .

The note requires repayment in five installments, as follows:

of $37,968 on May 15, 2025, and payments of $9,492 on June 15, 2025, July 15, 2025, August 15, 2025, and September 15, 2025.

Each of these

payments includes accrued interest.

The note provides that upon an event of default, the holder may convert the amount then unpaid into

Common Stock at a conversion price of 65% of the lowest trading price therefor during the 10 trading days prior to the date of conversion.

At May 31, 2025, the unpaid amount of the

note was $ 32,228 .

The Company determined that the above convertible

notes contained an embedded derivative instrument, inasmuch as the conversion price was based on a variable that was not an input to the

fair value of a “fixed-for-fixed” option, as defined under FASB ASC Topic No.

The Company determined the fair

values of the embedded convertible note derivatives contained in the convertible notes using the Black Scholes option pricing model.The

conversion features of these notes have been accounted for as a derivative liability in the Consolidated Statements of Operations –

Change in fair value of derivative liabilities.

Related Party Debt

For information about related party debt, see Note 11 – Related

Party Transactions – Loans and Advances.

Note 5 – Right-of-Use Assets and Lease

The Company leases real property from unrelated

parties under leases that are classified as operating leases.

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

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

Lease expense is recognized on a straight-line basis

over the lease term.

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

are considered reasonably certain to be exercised.

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

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

The following amounts related

to leases were recorded in the balance sheets:

Schedule of leases

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

assets section of the balance sheet, with the corresponding lease liability listed in the liabilities section.

Lease expense is recognized

on a straight-line basis over the lease term.

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

liabilities when they are considered reasonably sure to be exercised.

When the implicit rate is unknown, the incremental borrowing rate,

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

During the Fiscal Year 2025, the company

reduced its total office area lease and signed a one-year lease from an unrelated party.

A lease term of 12 months or less qualifies

as a short-term lease, and an exemption was elected.

The following

amounts relate to right-of-use assets and lease liabilities presented in the balance sheets:

Schedule of amount related to leases

Right-of-use asset

4 unchanged sentences

Operating lease liabilities

The Company reimburses for an office space operating

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

The Company’s total operating lease

expenses were $ 86,730

during the years ended May 31, 2024, and May 31, 2023, respectively.

The Company reimburses related parties for an

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

The Company’s total operating lease expense

was $ 65,301 and $ 86,730 during the years ended May 31, 2025, and May 31, 2024, respectively.

See Note 10 for additional lease information.

4 unchanged sentences

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

6 unchanged sentences

Cost of revenue consists of third-party costs

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

At May 31, 2024, and May 31, 2023, cost of revenue totaled

$ 45,599 and $ 93,450 , respectively.

Note 7 – Stockholders’ Deficiency

associated with the patient stipend and audio/video fees.

At May 31, 2025, and May 31, 2024, cost of revenue totaled $ 40,106 and $ 45,599 ,

respectively.

Note 7 – Stockholders’ Deficit

The Company is authorized to issue 20,010,000,000

of capital stock, of which 20,000,000,000 shares are Common Stock, without par value, and 10,000,000 are preferred stock, issuable in

shares of capital stock, of which 20,000,000,000

shares are common stock, without par value, and 10,000,000

shares are preferred stock, issuable in series.

Preferred Stock

The Company has designated 2,500,000 shares of

preferred stock as Series A Convertible Preferred Stock (the “Series A Stock”).

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

8 unchanged sentences

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

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 a related party.

The Company has deemed the value of the preferred and

common shares to be the same, resulting in no change to additional paid-in capital.

At May 31, 2024, and May 31, 2023, there were 1,000

shares of Series B Preferred issued and outstanding.

The 1,000 preferred

shares were issued in exchange for common stock to an existing holder of Common Stock, who is a related party.

The Company has deemed the

value of the preferred and common shares to be the same, resulting in no change to additional paid-in capital.

At May 31, 2025, and

May 31, 2024, there were 2,000 shares

of Series B Preferred issued and outstanding.

During the year ended May 31, 2025, the Company

1 unchanged sentence

Stock for $ 70,000 .

During the year ended May 31, 2024, the Company

issued 100,000,000 shares of Common Stock for services rendered.

These shares had a market value of $ 75,000 on the date of their issuance.

At May 31, 2024, and May 31, 2023,

respectively, there were 10,431,749,347

and 10,059,677,919

shares of Common Stock issued and outstanding.

During the year ended May 31, 2025, the

Company issued 325,000,000

shares of Common Stock for services rendered;

these shares had a market value of $ 250,000

on the date of their issuance.

In that year, the Company retired 50,000,000

shares of Common Stock that had been issued for services that were not unperformed, valued at $ 30,000 .

During the year ended May 31, 2024, the Company issued 100,000,000

shares of Common Stock for services rendered;

these shares had a market value of $ 75,000

on the date of their issuance.

During the year ended May 31, 2025, the Company issued 345,000,000

shares of Common Stock to an unrelated party in consideration of a promissory note in the principal amount of $ 86,250 .

On May 31, 2025, and May 31, 2024, there were,

respectively, 11,626,749,347 and 10,431,749,347 shares of Common Stock issued and outstanding.

Note 8 – Share-Based Compensation

16 unchanged sentences

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

international taxation

from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign 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 have a material impact on the balance sheets and statements of operations, given the Company’s historical worldwide

loss position and the full valuation allowance on its net U.S.

deferred tax assets.

The reconciliation of taxes at the federal and state statutory

rate to the Company’s provision for income taxes for the years ended May 31, 2024, and May 31, 2023, was as follows:

Schedule of provision for income taxes

Income tax expense (benefit) at the statutory rate

Valuation allowance

( 1,120,157 )

Income tax expense per books

Income tax expense (benefit) at the statutory rate

The current tax rate on corporate income is 21%.

Due to changes in ownership provisions of the

United States income tax laws, net operating loss carryforwards of approximately $ 5,882,901 and $ 5,334,081 at May 31, 2025, and

May 31, 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 the date of incurrance.

The Company’s income tax benefits are calculated

by applying the U.S.

Federal statutory rate of 21% to net income (loss).

The tax effects of the benefits that gave rise to the Company’s

net deferred tax assets at May 31, 2025, and May 31, 2024, were as follows:

Year Ended May 31,

Net operating loss carryforward

valuation allowance

Income tax expense per books

Due to changes in ownership provisions of

the income tax laws of the United States of America, net operating loss carryforwards of approximately $ 5,334,081

and $ 4,682,736

at May 31, 2024, and May 31, 2023, respectively, are subject to annual limitations for federal income tax reporting purposes.

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.

Deferred tax assets -net

Income taxes for 2017 to 2025 remain subject to

1 unchanged sentence

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

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.

$3,382 per month, increasing to (i) $3,529 per month on July 1, 2020, (ii) $3,676.04 per month on July 1, 2021,

and (iii) $3,823 per month on July 1, 2022, subject to CPI increase.

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

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

lease, see Note 5.

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

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

This lease, which

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

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

This lease was amended on June 18, 2025, to add a one-year term that commenced on June 1, 2025, at a base rent of $1,730 per month.

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

respect of this lease, see Note 5.

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

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

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

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

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

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

commenced on September 15, 2023, and 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.

These officers made a portion of these premises available to the Company for 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 expired on August 14, 2025.

The lease has not been renewed and under its terms, it has been renewed on a month-to-month basis.

The officer has made a portion of these

premises available to the Company for use as office space, for which the Company has paid him $2,817 per month.

Note 11 – Related Party Transactions

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 two 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.

The Jones Note replaces promissory notes previously made by the Company in favor of the related party.

During the year ended May 31, 2023, the Company

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

The balance of related party liabilities outstanding

to certain shareholders totaled $ 503,214 and $ 105,173 at May 31, 2024, and May 31, 2023, respectively.

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

The Headway Loan (see Note 4) was guaranteed by

a related party.

On August 3, 2022, the Company borrowed $ 15,000 from

a related party.

This loan is undocumented.

The understanding between the Company and the related party is that it would make payments

under the note as they became due.

In the year ended May 31, 2024, the Company ceased making such payments.

This note bears interest at

the rate of 42.5 % per annum and is to be repaid at the rate of $1,188 per month for 18 months.

The Company believes that,

at May 31, 2025, the outstanding balance of this loan, including interest, was $ 16,465 and that it is in default or has been written off

by the lender.

On May 1, 2025, the Company made a promissory

note in the principal amount of $ 340,855 in favor of John Jones and Barbara Kamienski (the “Jones Note”).

This note bears

interest at the rate of 2.5 % per annum and is repayable in monthly installments of $ 8,521 , beginning on May 31, 2025 , until paid in full.

Events of default included 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.

The Jones Note replaces promissory

notes previously made by the Company in favor of Mr.

Jones and Ms.

On April 26, 2024, the Company made a

promissory note in the principal amount of $ 291,451

in favor of a related party, which had a maturity date of April

25, 2025 , bore interest at the rate of 10 %

per annum and was 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.

This note was replaced by the Jones Note.

During the year ended May 31, 2025, and the year

ended May 31, 2024, the Company received cash advances from related parties of $ 61,861 and $ 81,552 , respectively, for use as working capital.

The balance of related party liabilities

owed to certain shareholders totaled $ 623,474

and $ 518,287 at May 31, 2025, and May 31,

2024, respectively.

The balance of related party receivables owed by certain shareholders totaled

$ 9,155 and $ 0 at May 31, 2025, and May 31, 2024, respectively.

Note 12 – Off-Balance-Sheet Arrangements

1 unchanged sentence

Note 13 – Concentration of Risk

The Company had revenue, of $ 248,841 and $ 316,825 for the years ending May 31, 2024, and May 31, 2023, respectively.

The Company had two customers that provided 82 %

of gross revenue for the year ended May 31, 2024, and three customers that provided 84 % of gross revenue for the year ended May 31, 2023.

The Company had revenue, net of taxes, of $ 303,022

and $ 248,841 for the years ending May 31, 2025, and May 31, 2024, respectively.

The Company had two

customers that provided 91 % of gross revenue for the year ended May 31, 2025, and two customers that provided 82 % of gross revenue

for the year ended May 31, 2024.

Note 14 – Subsequent Events

In previous years, the COVID-19 pandemic had

a material adverse effect on the Company’s educational business because governmental measures that we imposed to control it

resulted in the closing of classrooms and other educational venues, and also hindered the Company’s franchising and consulting

The Company believes that its operations are no longer affected by the pandemic.

On May 13, 2024, the Company agreed to

settle $38,638 owing under the AF Agreement in consideration of a payment of $15,000, which the Company made on June 12, 2024.

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

$23,638 will be recorded in the Company’s consolidated statement of operations for the quarter ended August 31, 2024, as Other

Income – Forgiveness of Debt.

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, in compensation

for such services as an officer of the Company during the years then ended, if he is serving as treasurer on those dates.

On August 11, 2024, the Board authorized the issuance

of 125,000,000 shares of Common Stock to a related party as compensation for his services as an officer of the Company for the year ended

May 31, 2024, and the issuance of like amounts on 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 treasurer on those dates.

On August 12, 2024, the Company amended its amended

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

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

issued by operation of law.

On September 3, 2024, one of the Company’s

officers entered into a new lease for the apartment at 1625 Main St., Houston, Texas (see Note 10).

The term of the lease begins on September

15, 2024, and ends on August 14, 2025.

The officer intends to make 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.

On September 10, 2025, the Company issued 100,000,000

shares of Common Stock to John Jones in consideration of his services as a director.

On September 5, 2025, the Company made the last

payment of $9,492 under the Diagonal Note.

Management has evaluated all other subsequent

2 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 7A. Quantitative and Qualitative Disclosures About Market Risk