What changed in this filing

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Item 9A. Controls and Procedures

2025-09-22 compared with 2024-09-16 · 197 added, 244 removed, 345 unchanged (56% of the section changed)

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On August 11, 2024, the Company adopted its clawback

policy, which is attached as Exhibit 97 to this Report.

Insider Trading Policy

On August 11, 2024, the Company adopted its insider

trading policy, which is attached as Exhibit 19 to this Report.

trading policy.

Insider Trading Arrangements and Related Disclosure

the three months ended May 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading

arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation

three months ended May 31, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Jones was appointed by

the Board to fill the vacancy in the Board created by the death of Henry Levinski on December 29, 2023, and as the Company’s

He has 35 years of experience as senior executive

the Board to fill the vacancy in the Board created by the death of Henry Levinski on December 29, 2023, and as the Company’s treasurer.

He has 35 years of experience as a senior executive

in the food services industry.

Jones is 59 years of age.

Jones’ ownership of a significant

portion of the Company’s capital stock, together with his extensive experience in business, and his willingness to

assist the Company in raising equity capital, led to the conclusion that he should serve as a member of the Board.

Jones’ ownership of a significant portion

of the Company’s capital stock, together with his extensive experience in business, and his willingness to assist the Company in

raising equity capital, led to the conclusion that he should serve as a member of the Board.

Torres has served as a director and national

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The Code may also be viewed by accessing the Company’s public filings at the SEC’s website at www.sec.gov.

A copy of the

Code will be provided without charge upon request by mail at the Company’s address shown on the cover page of this Report, to the

attention of the chief executive officer.

A copy of the Code

will be provided without charge upon request by mail at the Company’s address shown on the cover page of this Report, to the attention

of the chief executive officer.

The Company intends to satisfy the disclosure

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Clawback Policy

The Board has adopted a Clawback Policy that

requires that, in the event of an Accounting Restatement, the Company will reasonably promptly recover Erroneously Awarded

Compensation after an Accounting Restatement from executive officers.

An “Accounting Restatement” is an accounting

restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws,

including any required accounting restatement to correct an error in previously issued financial statements that is material to the

previously issued financial statements or that would result in a material misstatement if the error were corrected in the current

period or left uncorrected in the current period.

“Erroneously Awarded Compensation” means the amount of incentive-based

compensation received by him as an executive officer, that exceeds the amount of incentive-based compensation that he otherwise

would have received had it been determined based on the restated amounts, computed without regard to any taxes paid.

The Company has

delivered no compensation that is subject to recovery under this policy.

The Board has adopted a Clawback Policy that requires

that, in the event of an Accounting Restatement, the Company will reasonably promptly recover Erroneously Awarded Compensation after an

Accounting Restatement from executive officers.

An “Accounting Restatement” is an accounting restatement due to the material

noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement

to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would

result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

Awarded Compensation” means the amount of incentive-based compensation received by him as an executive officer that exceeds the

amount of incentive-based compensation that he otherwise would have received had it been determined based on the restated amounts, computed

without regard to any taxes paid.

The Company has delivered no compensation that is subject to recovery under this policy.

Insider Trading Policy

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The following table sets forth information concerning

all compensation awarded to, earned by, or paid to our principal executive officer, who was our only executive officer serving on May

31, 2024, for the fiscal years ended May 31, 2024, and May 31, 2023.

all compensation awarded to, earned by, or paid to our executive officers for the fiscal years ended May 31, 2025, and May 31, 2024.

SUMMARY COMPENSATION TABLE

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Change in pension value and nonqualified deferred compensation earnings

1 Market value of 125,000,000 shares

of Common Stock issued to Mr.

Jones as compensation for his services.

Compensation Discussion and Analysis

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lower than he could earn in an equivalent position at another company and that he has elected to receive his salary and remain with

the Company because his equity position in the Company, his belief in the prospects of the Company and intangible reasons of which

the Company may not be aware.

the Company because of his equity position in the Company, his belief in the prospects of the Company and intangible reasons of

which the Company may not be aware.

The Company believes that it needs to be able to provide competitive compensation to Mr.

well as to persons that it hires in the future, but will not be able to do so until it can generate materially increased revenue.

as well as to persons that it hires in the future, but will not be able to do so until it can generate materially increased revenue.

Until then, the Company is subject to the risk that Mr.

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General Information

On July 20, 2022, the Board

adopted, and the shareholders approved, the 2022 Equity Incentive Plan (the “Incentive Plan”), which provides for the grant

of stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, and performance awards to directors,

officers, employees and consultants (“Grantees”).

The Incentive Plan is administered by the Board, which has the authority,

among other things, to select eligible persons to receive awards and determine the terms of awards.

The Company will recognize

as share-based compensation expense all share-based payments to Grantees over the requisite service period (generally the vesting period)

in its consolidated statements of income based on the fair values of the awards that are ultimately expected to vest.

As a result, for

most awards, recognized share-based compensation expense will be reduced for estimated forfeitures prior to vesting, primarily based initially

on the judgment of management and thereafter, estimated forfeitures will be reassessed in subsequent periods based on facts and circumstances.

As no awards were made under the Incentive Plan during the periods covered by the consolidated financial statements included in this Report,

no expense for share-based compensation was recorded therein.

The Company adopted the Incentive

Plan because it believes that long-term incentives for Grantees will be a significant factor in generating returns for its shareholders

based upon the Incentive Plan’s ability to focus on long-term performance.

By providing grantees with opportunities to acquire a

meaningful equity stake in the Company, it can better align their interests with those of its shareholders and create value for them.

The Company expects to make

periodic awards to its executive officers, employees and consultants, as well as awards in connection with promotions or new hires, the

occurrence of significant events or to promote retention of employees.

Awards will generally be

subject to time- or performance-based vesting over periods determined by the Board.

Performance-based goals will be determined by the

We believe that performance-based awards will encourage Grantees to achieve key strategic objectives and maximize value creation

for our shareholders.

No awards have been made

as of the date of this Report.

On July 20, 2022, the Board adopted, and the shareholders

approved, the 2022 Equity Incentive Plan (the “Incentive Plan”), which provides for the grant of stock options, stock appreciation

rights, restricted stock, unrestricted stock, restricted stock units, and performance awards to directors, officers, employees and consultants

(“Grantees”).

The Incentive Plan is administered by the Board, which has the authority, among other things, to select eligible

persons to receive awards and determine the terms of awards.

The Company will recognize as share-based compensation

expense all share-based payments to Grantees over the requisite service period (generally the vesting period) in its consolidated statements

of operations based on the fair values of the awards that are ultimately expected to vest.

As a result, for most awards, recognized share-based

compensation expense will be reduced for estimated forfeitures prior to vesting, primarily based initially on the judgment of management

and thereafter, estimated forfeitures will be reassessed in subsequent periods based on facts and circumstances.

As no awards were made

under the Incentive Plan during the periods covered by the consolidated financial statements included in this Report, no expense for share-based

compensation was recorded therein.

The Company adopted the Incentive Plan because

it believes that long-term incentives for Grantees will be a significant factor in generating returns for its shareholders based upon

the Incentive Plan’s ability to focus on long-term performance.

By providing grantees with opportunities to acquire a meaningful

equity stake in the Company, it can better align their interests with those of its shareholders and create value for them.

The Company expects to make periodic awards to

its executive officers, employees and consultants, as well as awards in connection with promotions or new hires, the occurrence of significant

events or to promote retention of employees.

Awards will generally be subject to time- or performance-based

vesting over periods determined by the Board.

Performance-based goals will be determined by the Board.

We believe that performance-based

awards will encourage Grantees to achieve key strategic objectives and maximize value creation for our shareholders.

No awards have been made as of the date of this

Provisions of the Incentive

The following is a description

of the material terms of the Incentive Plan, which is not a complete description and is qualified in its entirety by reference to the

Incentive Plan, which is filed as an exhibit to this Report.

The following is a description of the material

terms of the Incentive Plan, which is not a complete description and is qualified in its entirety by reference to the Incentive Plan,

which is filed as an exhibit to this Report.

Authorized shares .

Subject to adjustment in certain events, the maximum number of shares of Common Stock that may be issued in satisfaction of awards is

As of the date of this Report, no awards had been granted.

Subject to adjustment

in certain events, the maximum number of shares of Common Stock that may be issued in satisfaction of awards is 600,000,000.

date of this Report, no awards had been granted.

Eligibility .

The Board may select participants from among employees and directors of and consultants to the Company.

The Board may select

participants from among employees and directors of and consultants to the Company.

Types of awards;

The Incentive Plan provides for various awards, including incentive stock options (“ISOs”), nonstatutory stock options, stock

appreciation rights, restricted and unrestricted stock and stock units, performance awards and cash.

The Board has the authority to determine

the vesting schedule applicable to each award and to accelerate the vesting or exercisability of any award.

The Incentive

Plan provides for various awards, including incentive stock options (“ISOs”), nonstatutory stock options, stock appreciation

rights, restricted and unrestricted stock and stock units, performance awards and cash.

The Board has the authority to determine the vesting

schedule applicable to each award and to accelerate the vesting or exercisability of any award.

Termination of awards .

Unless otherwise provided

in an award agreement, upon termination of employment or service, a participant’s options and SARS will terminate and the participant

will have no further right, title or interest therein, the shares of Common Stock subject thereto or any consideration in respect thereof.

If employment or service terminates otherwise than for cause, the Participant may exercise his Option or SAR to the extent vested, but

only within the following period or, if applicable, such other period provided in the Award Agreement.

Except as otherwise provided

in the Award Agreement or other written agreement, if a Participant’s continuous service terminates for any reason, (i) the Company

may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the participant under

his restricted stock award that have not vested as of the date of such termination as set forth in such agreement and (ii) any portion

of his RSU award that has not vested shall terminate upon such termination and he shall have no further right, title or interest in the

RSU award, the shares of Common Stock issuable pursuant thereto the RSU Award or any consideration in respect thereof the RSU.

Except as provided in an

award agreement, in the event of a dissolution or liquidation of the Company, outstanding awards (other than those consisting of vested

and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) shall terminate

prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights

or subject to a forfeiture condition may be repurchased or reacquired by the Company, provided that the Board may cause some or all expired

or terminated Awards to become fully vested, exercisable or no longer subject to repurchase or forfeiture before the dissolution or liquidation

is completed but contingent on its completion.

Unless otherwise provided in an award agreement,

upon termination of employment or service, a participant’s options and SARS will terminate and the participant will have no further

right, title or interest therein, the shares of Common Stock subject thereto or any consideration in respect thereof.

If employment or

service terminates otherwise than for cause, the Participant may exercise his Option or SAR to the extent vested, but only within the

following period or, if applicable, such other period provided in the Award Agreement.

Except as otherwise provided in the Award Agreement

or other written agreement, if a Participant’s continuous service terminates for any reason, (i) the Company may receive through

a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the participant under his restricted stock

award that have not vested as of the date of such termination as set forth in such agreement and (ii) any portion of his RSU award that

has not vested shall terminate upon such termination and he shall have no further right, title or interest in the RSU award, the shares

of Common Stock issuable pursuant thereto the RSU Award or any consideration in respect thereof the RSU.

Except as provided in an award agreement, in the

event of a dissolution or liquidation of the Company, outstanding awards (other than those consisting of vested and outstanding shares

of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) shall terminate prior to the completion

of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture

condition may be repurchased or reacquired by the Company, provided that the Board may cause some or all expired or terminated Awards

to become fully vested, exercisable or no longer subject to repurchase or forfeiture before the dissolution or liquidation is completed

but contingent on its completion.

Transferability .

Options and SARs may not

be transferred to financial institutions for value and the Board may impose such additional limitations on the transferability of an option

or SAR as it determines.

In the absence of any such determination, the following restrictions shall apply (provided that, except as explicitly

provided in the Incentive Plan, an option or a SAR may not be transferred for consideration and, if an option is an ISO, it may be deemed

to be a nonstatutory stock option as a result of such transfer):

An option or SAR shall not

be transferable, except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of a participant

only by him (provided that, in certain cases, the Board may permit the transfer of an Option or SAR in a manner that is not prohibited

by applicable tax and securities laws upon the Participant’s request, including to a trust if the Participant is considered to be

the sole beneficial owner of such trust (as determined under Section 671 of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”),

and applicable state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a transfer

Options and SARs may not be transferred to financial

institutions for value and the Board may impose such additional limitations on the transferability of an option or SAR as it determines.

In the absence of any such determination, the following restrictions shall apply (provided that, except as explicitly provided in the

Incentive Plan, an option or a SAR may not be transferred for consideration and, if an option is an ISO, it may be deemed to be a nonstatutory

stock option as a result of such transfer):

An option or SAR shall not be transferable, except

by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of a participant only by him (provided

that, in certain cases, the Board may permit the transfer of an Option or SAR in a manner that is not prohibited by applicable tax and

securities laws upon the Participant’s request, including to a trust if the Participant is considered to be the sole beneficial

owner of such trust (as determined under Section 671 of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”), and

applicable state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a transfer

and other agreements required by the Company.

Subject to the execution

of transfer documentation in a format acceptable to the Company and subject to the approval of the Board or a duly authorized officer,

an Option or SAR may be transferred pursuant to a domestic relations order.

Subject to the execution of transfer documentation

in a format acceptable to the Company and subject to the approval of the Board or a duly authorized officer, an Option or SAR may be transferred

pursuant to a domestic relations order.

Corporate transactions.

In the event of certain corporate transactions (including merger, consolidation, reorganization, recapitalization, reincorporation, stock

dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend,

combination of shares, exchange of shares, change in corporate structure), the Board shall appropriately and proportionately adjust (a)

the class or classes and the maximum number of shares of Common Stock subject to the Plan, (b) the class or classes and the maximum number

of shares that may be issued pursuant to the exercise of ISOs and (c) the class or classes and the number of securities and exercise price,

strike price or purchase price of Common Stock subject to outstanding Awards.

of certain corporate transactions (including merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend,

dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination

of shares, exchange of shares, change in corporate structure), the Board shall appropriately and proportionately adjust (a) the class

or classes and the maximum number of shares of Common Stock subject to the Plan, (b) the class or classes and the maximum number of shares

that may be issued pursuant to the exercise of ISOs and (c) the class or classes and the number of securities and exercise price, strike

price or purchase price of Common Stock subject to outstanding Awards.

Acceleration.

The Board may accelerate the time at which an award may first be exercised or the time during which an award or any part thereof will

The Board may accelerate

the time at which an award may first be exercised or the time during which an award or any part thereof will vest.

Change in control .

In the event of a change in control of the Company (as defined in the Incentive Plan), the Board shall have discretion (i) settle awards

for an amount of cash or securities equal to their value, where in the case of options and SARs, the value of such Awards, if any, shall

be equal to their in-the-money spread value (if any), as determined in the sole discretion of the Board, (ii) arrange for the surviving

corporation or acquiring corporation (or its parent company) to assume or continue the award or to substitute a substantially similar

award, (iii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued

pursuant to the award to the surviving corporation or acquiring corporation (or its parent company), (iv) modify the terms of awards to

add events, conditions or circumstances (including termination of employment within any specified period after a change in control) upon

which the vesting of such awards or lapse of restrictions thereon shall accelerate or deem any performance conditions satisfied at target,

maximum or actual performance through closing or provide for the performance conditions to continue after closing, (v) arrange for the

lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to awards, (vi) cancel or arrange

for the cancellation of awards, to the extent not vested or not exercised prior to the effective time of the change in control, in exchange

of a change in control of the Company (as defined in the Incentive Plan), the Board shall have discretion (i) settle awards for an amount

of cash or securities equal to their value, where in the case of options and SARs, the value of such Awards, if any, shall be equal to

their in-the-money spread value (if any), as determined in the sole discretion of the Board, (ii) arrange for the surviving corporation

or acquiring corporation (or its parent company) to assume or continue the award or to substitute a substantially similar award, (iii)

arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to

the award to the surviving corporation or acquiring corporation (or its parent company), (iv) modify the terms of awards to add events,

conditions or circumstances (including termination of employment within any specified period after a change in control) upon which the

vesting of such awards or lapse of restrictions thereon shall accelerate or deem any performance conditions satisfied at target, maximum

or actual performance through closing or provide for the performance conditions to continue after closing, (v) arrange for the lapse,

in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to awards, (vi) cancel or arrange for

the cancellation of awards, to the extent not vested or not exercised prior to the effective time of the change in control, in exchange

for such cash consideration, if any, as the Board may consider appropriate, or(vii) provide that, for at least 20 days prior to the

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Amendment and termination .

The Board may amend the Incentive Plan or outstanding awards, except that it may not materially impair the rights and obligations under

any award except with the written consent of the affected participant.

may amend the Incentive Plan or outstanding awards, except that it may not materially impair the rights and obligations under any award

except with the written consent of the affected participant.

Retirement, Resignation or Termination Plans

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Compensation of Directors

The directors receive no compensation for their

services as such.

Pursuant to the provisions of the Jones Agreement (see Item 13 –

Certain Relationships and Related Transactions, and Director Independence – The Jones Agreement), John Jones was issued 100,000,000

shares of Common Stock in consideration of his services as a director during the year ended May 31, 2025, and is entitled to receive like

numbers of shares on May 31, 2026, May 31, 2027, and May 31, 2028, provided that he is serving as a director on those dates,

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

1 unchanged sentence

respect to the beneficial ownership of Common Stock by the following (i) each of our named executive officers, (ii) each of our directors,

(ii) all directors and executive officers as a group, (iii) each person known to beneficially own more than 5% of Common Stock (excluding

the Selling Stockholders) and (iv) the Selling Stockholders.

The amounts and percentages of shares of Common Stock beneficially owned

are reported as required by the SEC’s rules respecting the determination of beneficial ownership of securities.

Under these rules,

a person is deemed to be a “beneficial owner” of a security if he has or shares voting power or investment power, which includes

the power to dispose of or to direct the disposition of such security and is also deemed to be a beneficial owner of any securities of

which he has a right to acquire beneficial ownership within 60 days after the determination date.

Securities that can be so acquired are

deemed to be outstanding for purposes of determining such person’s ownership percentage, but not for purposes of determining any

other person’s ownership percentage.

(ii) all directors and executive officers as a group, (iii) each person known to the Company to beneficially own more than 5% of Common

Stock (excluding the Selling Stockholders) and (iv) the Selling Stockholders.

The amounts and percentages of shares of Common Stock beneficially

owned are reported as required by the SEC’s rules respecting the determination of beneficial ownership of securities.

rules, a person is deemed to be a “beneficial owner” of a security if he has or shares voting power or investment power, which

includes the power to dispose of or to direct the disposition of such security and is also deemed to be a beneficial owner of any securities

of which he has a right to acquire beneficial ownership within 60 days after the determination date.

Securities that can be so acquired

are deemed to be outstanding for purposes of determining such person’s ownership percentage, but not for purposes of determining

any other person’s ownership percentage.

Under these rules, more than one person may be deemed to be a beneficial owner of the same

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Ibeth Coralles

(1) The address for each person is c/o Cannabis

Bioscience International Holdings, Inc., 6201 Bonhomme Road, Suite 435N, Houston, TX 91789.

(2) Based on 10,431,749,347 shares of Common Stock

outstanding on the date of this Report, plus the 2,500,000 shares of Common Stock into which the outstanding shares of Series A Preferred

Stock are convertible, totaling 10,434,249,347 shares of Stock.

Picazo has the right to acquire 2,000,000 of the shares of Common

Stock into which the outstanding shares of Series A Preferred Stock are convertible.

(3) Includes 117,000 shares of Common Stock beneficially

owned together with another person.

1 The address for each person is c/o

Cannabis Bioscience International Holdings, Inc., 6201 Bonhomme Road, Suite 435N, Houston, TX 91789.

2 Based on 11,476,749,347 shares of

Common Stock outstanding on the date of this Report, plus the 2,500,000 shares of Common Stock into which the outstanding shares of Series

A Preferred Stock are convertible, totaling 11,749,249,347 shares of Stock.

Picazo has the right to acquire 2,000,000 shares

of the Common Stock into which the outstanding shares of Series A Preferred Stock are convertible.

Certain Relationships and Related Transactions, and Director Independence.

Affiliate Loan .

The Company made a promissory note in the principal

amount of $291,451 in favor of John Jones and Barbara Kamienski (the “Jones Note”).

The Jones 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 Mr.

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”).

The Jones 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 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 several promissory

notes previously made by the Company in favor of Mr.

Jones and Ms.

Certain provisions of the Jones Note have been modified.

See “The Jones Agreement,”

immediately below.

A copy of the Jones Note is annexed to this Report as Exhibit 10.17 and the description of its provisions is qualified

in its entirety by reference thereto.

A copy of the Jones Note is annexed to this Report as Exhibit

10.17 and the description of its provisions is qualified in its entirety by reference thereto.

The Jones Agreement .

Pursuant to the Jones Agreement, (i) Mr.

agreed make a payment of $37,500, due on September 15, 2024, under a Securities Purchase Agreement, dated as of March 14, 2024, by and

between the Company and 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Diagonal SPA”), (ii) Jones and

Kamienski agreed to reduce (A) the rate of interest on the Jones Note to 2.5% monthly, effective as of the date of its making, and (B)

establish a monthly payment of $5,000 until the Jones Note is paid in full, (iii) the Company, agreed to appoint Jones as a and treasurer

of the Company, (iv) in consideration of Jones’ services as treasurer the Company agreed to issue to Jones 125,000,000 shares of

its Common Stock on each of May 31, 2025, May 31, 2026, May 31, 2027, and May 31, 2028, provided that he is serving as treasurer on those

dates and (v) Jones agreed that, in consideration of 1,000 shares of Series B Preferred Stock, during a period ending on the first anniversary

of the Jones Agreement, he will make efforts to raise $250,000 in equity for the Company on terms satisfactory to it.

made a payment of $37,500, due on September 15, 2024, under a Securities Purchase Agreement, dated as of March 14, 2024, by and between

the Company and 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Diagonal SPA”), (ii) Jones and Kamienski

agreed to reduce (A) the rate of interest on the Jones Note to 2.5% monthly, effective as of the date of its making, and (B) establish

a monthly payment of $5,000 until the Jones Note is paid in full, (iii) the Company, agreed to appoint Jones as a and treasurer of the

Company, (iv) in consideration of Jones’ services as treasurer, the Company agreed to issue to Jones 125,000,000 shares of its Common

Stock on each of May 31, 2025, May 31, 2026, May 31, 2027, and May 31, 2028, provided that he is serving as treasurer on those dates,

(v) in consideration of Jones’ services as a director, the Company agreed to issue to Jones 100,000,000 shares of its Common Stock

on each of May 31, 2025, May 31, 2026, May 31, 2027, and May 31, 2028, provided that he is serving as a director on those dates, and (v)

Jones agreed that, in consideration of 1,000 shares of Series B Preferred Stock, during a period ending on the first anniversary of the

Jones Agreement, he will make efforts to raise $250,000 in equity for the Company on terms satisfactory to it.

A copy of the Jones Agreement is annexed to this

Report as Exhibit 10.13 and the description of its provisions is qualified in its entirety by reference thereto.

The Vita Agreement .

On May 1, 2024, Vita Biotech Research LLC (“Vita”)

and Alpha Research Institute LLC (“Alpha”), the Company’s wholly owned subsidiary, entered into a Master Research Agreement

(the “Vita Agreement”), under which Vita engaged Alpha to conduct several clinical trials for the Vita for the purpose of

collecting and providing medical data to be used in the creation of vitamins, nutraceuticals and all other general medicinal development,

as long as doing so is within the legal parameters permitted in Texas and Colombia and other countries, determined by one or both of the

Under this agreement, Alpha is required to have

at least one of its physicians serve as the principal investigator for each collection initiative, with one or more subinvestigators assigned

No physician shall serve as principal investigator or subinvestigator without Alpha’s consent.

The Institution shall cause

each principal investigator and each subinvestigator to conduct the collection Initiatives in strict adherence to the relevant protocol.

Alpha will establish the terms under which confidential information will be shared and protected.

Alpha will make the principal investigator

and all subinvestigators, employees, contractors, and agents of Alpha who are to perform any work in connection with a collection initiative

aware of the obligations contained in the Vita Agreement and the applicable work orders and will bind them thereto.

Vita is solely responsible

for developing protocols.

Because the data recollected from biospecimens

is experimental and may have unknown characteristics, Alpha is obligated to use prudence and reasonable care in their use, handling, storage,

transportation, disposition, and containment and has agreed that it will be legally responsible for the data collected from biospecimens

until the Vita or a downstream researcher takes custody of them, in accordance with a work order.

Because the collection and transfer

of biospecimens and associated data is highly sensitive, Alpha has warranted that biospecimens have been or will be collected, processed,

tracked, stored, de-identified and transported in a manner appropriate to ensure compliance with the ethical regulations and guidelines

established by the Declaration of Helsinki (2013), the recommendations of the International Society for Biological and Environmental Repositories,

all requirements of an IRB, all applicable international and national (including state and local) laws, rules, regulations, ethical standards,

including applicable privacy and patient confidentiality laws that exist where Alpha operates.

Alpha will require the Principal Investigator

or applicable Subinvestigators to report any adverse events experienced by a subject as a result of his participating in a collection

initiative to both parties within forty-eight (48) hours of learning of such event and to be recorded.

Vita will pay Alpha $50,000 monthly, payment to

be made within 30 days of receipt of the invoice (issued after all patients have been collected).

All payments are contingent upon acceptance

of the biospecimens and associated data.

The Vita Agreement commenced on May 1, 2024, and

has a term of 4 months.

It will automatically renew for additional 4-month terms unless either party gives notice of termination at least

30 days before the end of the then current term.

A copy of the Vita Agreement is annexed to this

Report as Exhibit 10.15 and the description of its provisions is qualified in its entirety by reference thereto.

Issuance of Shares to Officer .

On August 11, 2024, the Board adopted

resolutions authorizing the issuance of 125,000,000 shares of Common Stock to Jose Torres Torres in compensation for his services as secretary

of the Company for the year ended May 31, 2024, and 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 secretary on those dates.

The Company has from time to time.

received advances

On August 11, 2024, the Board adopted resolutions

authorizing the issuance of 125,000,000 shares of Common Stock to Jose Torres Torres in compensation for his services as secretary of

the Company for the year ended May 31, 2024, and 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 secretary on those dates.

The Company has, from time to time, received advances

from Dante Picazo, its chief executive officer, and Henry Levinski, its former vice president.

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Balance at May 31, 2025

Since May 31, 2024, Mr.

Picazo has advanced $0

to the Company and has been repaid $0;

In the years ended May 31, 2025, and May 31, 2024,

Picazo advanced $33,518 and $1,184 to the Company and has been repaid $0.

Levinski’s estate has been repaid $0.

At September 10, 2024, the balances that the Company

10, 2025, the balances that the Company owed to Mr.

Picazo and Mr.

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

The Company believes that the rental represents the fair market

value of the space rented and that the amount that Messrs.

Picazo Levinski is charging the Company for its use of a portion of the area

occupied by them is proportional to the total area rented by them.

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, Mr.

Picazo 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.

Picazo and Levinski made a

portion of these premises available to the Company for use as office space under the earlier lease, and Mr.

Picazo has continued to do

so under the later lease, for which the Company has paid them and him $2,817 per month.

The Company believes that these rentals represent

the fair market value of the space rented and that the amount that Messrs.

Picazo and Levinski have charged the Company for its use of

a portion of the area occupied by them is proportional to the total area rented by them.

Director Independence

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omitted because they are not applicable or because the required information is shown in the financial statements or the notes thereto.

(b) Exhibits.

Amended and Restated Articles of Organization, filed with the Secretary of State of the State of Colorado on July 20, 2022.

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Lease, dated April 16, 2024, by and between 6201 Bonhomme, L.P.

as landlord and the Registrant, as tenant.

Apartment Lease, dated September 6, 2023, by and between SPUSG HSTN

North Tower, as Lessor, and Dante Picazo and Henry Levinski, as tenants.

as landlord and the Registrant, as tenant (the Bonhomme Lease”).

Apartment Lease, dated September 6, 2023, by and between SPUSG HSTN North Tower, as Lessor, and Dante Picazo and Henry Levinski, as tenants .

Small Business Note, dated April 16, 2021, made by Elizabeth Hernandez and assumed by the Registrant.

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Promissory Note, dated March 14, 2024, made by the Registrant in favor of 1800 Diagonal Lending LLC.

Promissory Note, dated April 30, 2024, made by the Registrant in favor of John Jones and Barbara Kamienski .*

Promissory Note, dated May 1, 2025, made by the Registrant in favor of John Jones and Barbara Kamienski.

Apartment Lease, dated September 3, 2024, by and between SPUSG HSTN North Tower, as Lessor, and Dante Picazo as tenant .

Amendment of Bonhomme Lease (Exhibit 10.2)*

Code of Conduct.

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Clawback Policy.

Inline XBRL Instance Document (the instance document does

not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Calculation Linkbase Document

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Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline

XBRL document)

Cover Page Interactive Data File (embedded within the Inline XBRL document)

________________

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Management contract or compensatory plan.

(b) Financial Statement Schedules.

Financial Statement Schedules.

All schedules are omitted because the required

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Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints Dante Picazo as his attorney-in-fact, each with the full power of substitution,

for such person, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with

all exhibits thereto and other documents in connection therewith, with the U.S.

Securities and Exchange Commission, granting unto said

attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done

in connection therewith, as fully to all intents and purposes as he might do or could do in person hereby ratifying and confirming all

that each of said attorneys-in-fact and agents, or his substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

/s/ Dante Picazo

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures