Cannabis Bioscience International Holdings, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. The Company is a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and is not required to provide information under this item. 20 Items 8. Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm for Year Ended May 31, 2025 (PCAOB #6771) F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Cash Flows F-4 Consolidated Statements of Stockholders’ Deficiency F-5 Notes to Consolidated Financial Statements F-6 21 VICTOR MOKUOLU, CPA PLLC Accounting | Advisory | Assurance & Audit | Tax REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Cannabis Bioscience International Holdings, Inc. (formerly China Infrastructure Construction Corp) Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Cannabis Bioscience International Holdings, Inc. (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 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters 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 and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Victor Mokuolu, CPA PLLC We have served as the Company’s auditor since 2023. Houston, Texas September 22, 2025 PCAOB ID: 6771 www.vmcpafirm.com | Ph: 713.588.6622 | Fax: 1.833.694.1494 | ask@vmcpafirm.com F- 1 CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS May 31, 2025 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 12,952 $ 755 Accounts receivable 6,380 20,139 Related party receivables 9,155 – Other current assets 598 598 TOTAL CURRENT ASSETS 29,085 21,492 Right-of-use asset 2,795 35,670 TOTAL ASSETS $ 31,880 $ 57,162 LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Accounts payable and accrued expenses $ 100,343 $ 165,858 Bank overdraft – 2,408 Credit cards 30,327 30,230 Accrued interest 22,095 – Related party payables 623,474 518,287 Short-term loans (net of amortization of loan fees) 111,722 136,194 SBA loans 14,592 7,054 Derivative liabilities 29,322 – Lease liabilities 4,906 21,877 Convertible note 9,182 – TOTAL CURRENT LIABILITIES 945,963 881,909 LONG-TERM LIABILITIES Notes payable – – SBA loan 249,500 249,361 Lease liabilities – 4,906 TOTAL LONG-TERM LIABILITIES 249,500 254,267 TOTAL LIABILITIES 1,195,463 1,136,175 STOCKHOLDERS' DEFICIENCY 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 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 4,719,318 4,255,068 Accumulated deficit ( 5,882,901 ) ( 5,334,081 ) TOTAL STOCKHOLDERS' DEFICIENCY ( 1,163,583 ) ( 1,079,013 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 31,880 $ 57,162 The accompanying notes are an integral part of these consolidated financial statements. F- 2 CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS May 31, 2025 2024 Revenues $ 303,022 $ 248,841 Cost of revenues 40,106 45,599 Gross profit 262,916 203,242 Cost and expenses General and administrative 101,906 123,759 Contract labor 175,420 205,984 Professional fees 317,137 232,844 Officer compensation 24,000 38,000 Rent and lease 65,301 86,730 Travel 517 2,065 Total operating expenses 684,281 689,382 Operating loss ( 421,365 ) ( 486,140 ) Other income (Expense) Amortization of discount ( 44,154 ) – Note discount – ( 11,000 ) Forgiveness of debt 23,638 – Change in fair value of derivative liabilities 29,323 – Interest ( 136,262 ) ( 154,206 ) Total other income ( 127,455 ) ( 165,206 ) Net loss $ ( 548,820 ) $ ( 651,345 ) Average common stock outstanding 10,716,352,087 10,317,612,225 Average earnings (loss) per share $ ( 0.00005 ) $ ( 0.00006 ) The accompanying notes are an integral part of these consolidated financial statements. F- 3 CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS May 31, 2025 2024 OPERATING ACTIVITIES Net loss $ ( 548,820 ) $ ( 651,345 ) Adjustment to reconcile net loss: Issuance of common stock for services 220,000 112,997 Amortization of right-of-use asset and liability 32,875 ( 11,750 ) Loss on valuation of convertible notes 29,322 – Changes in assets and liabilities Accounts receivables 13,759 ( 10,188 ) Bank overdraft ( 2,408 ) 2,408 Related party receivables ( 9,155 ) – Accounts payable and accrued expenses ( 65,515 ) 84,789 Credit cards 97 – Accrued interest 22,095 – Deferred revenue – ( 28,641 ) Lease liability ( 21,877 ) 22,348 NET CASH USED IN OPERATIONS ( 329,627 ) ( 479,382 ) FINANCING ACTIVITIES Proceeds from issuance of common stock 244,250 70,000 Proceeds from (repayments of) short-term loans ( 24,472 ) 29,860 Proceeds from shareholders’ loans 7,538 ( 7,538 ) Changes in notes payable 9,182 – Payments to SBA Loan 139 ( 139 ) Repayment of related party loan – ( 19,000 ) Proceeds from related party loan 105,187 398,041 NET CASH PROVIDED BY FINANCING ACTIVITIES 341,824 471,224 NET INCREASE (DECREASE) IN CASH 12,197 ( 8,158 ) CASH AT BEGINNING OF PERIOD 755 8,913 CASH AT END OF PERIOD $ 12,952 $ 755 Supplemental disclosure of cash flow information Cash paid for interest $ 136,262 $ 93,472 The accompanying notes are an integral part of these consolidated financial statements. F- 4 CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY Series A Convertible Preferred Stock Series B Preferred Convertible Stock Common Stock Additional Paid-In Accumulated Shares Amount Shares Amount Shares Amount Capital Deficit Total Balance - May 31, 2023 2,500,000 $ – 1,000 $ – 10,059,677,919 $ – $ 4,091,071 $ ( 4,682,736 ) $ ( 591,665 ) Sales of common stock for cash – – – – 272,071,428 – 70,000 – 70,000 Issuance of common stock for service – – – – 100,000,000 – 75,000 – 75,000 Issuance of common stock for employees – – – – – – 37,997 – 37,997 Shares withdrawal – – – – – – ( 19,000 ) – ( 19,000 ) Net loss – – – – – – – ( 651,345 ) ( 651,345 ) Balance - May 31, 2024 2,500,000 $ – 1,000 $ – 10,431,749,347 $ – $ 4,255,068 $ ( 5,334,081 ) $ ( 1,079,013 ) Balance - May 31, 2024 2,500,000 $ – 1,000 $ – 10,431,749,347 $ – $ 4,255,068 $ ( 5,334,081 ) $ ( 1,079,013 ) Issuance of Series B Preferred – – 1,000 – – – – – – Sales of common stock for cash – – – – 575,000,000 – 158,000 – 158,000 Issuance of common stock for service – – – – 325,000,000 – 250,000 – 250,000 Issuance of common stock for repayment of note payable – – – – 345,000,000 – 86,250 – 86,250 Return of common stock for service – – – – ( 50,000,000 ) – ( 30,000 ) – ( 30,000 ) Net loss – – – – – – – ( 548,820 ) ( 548,820 ) Balance - May 31, 2025 2,500,000 $ – 2,000 $ – 11,626,749,347 $ – $ 4,719,318 $ ( 5,882,901 ) $ ( 1,163,583 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS May 31, 2025 Note 1 – Organization and Business Organization and Operations Cannabis Bioscience International Holdings, Inc., a Colorado corporation (the “Company”), was formed on February 28, 2003, as a limited liability company under the name Fidelity Aircraft Partners LLC. On December 16, 2009, it converted to a corporation under the name Fidelity Aviation Corporation, and on August 24, 2009, it changed its name to China Infrastructure Construction Corp. On February 28, 2018, the Company changed its name to Hippocrates Direct Healthcare, Inc.; on July 4, 2018, it resumed the name China Infrastructure Construction Corp. On December 6, 2022, it changed its name to its present name. The Company provides educational systems focused on medical cannabis in 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 Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities 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 affect the Company’s estimates that could cause actual results to differ materially from its estimates. Actual results could differ from those estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Significant estimates relied upon in preparing these statements include revenue recognition, accounts receivable reserves, accrued expenses, share-based compensation and the recoverability of the Company’s net deferred tax assets and any related valuation allowance. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Reclassification Certain amounts in the prior consolidated financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no impact on the results of operations, changes in equity, or cash flows. Cash and Cash Equivalents Cash equivalents are short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less at the time of acquisition. The Company had zero investment securities that were deemed cash equivalents at May 31, 2025, and May 31, 2024, respectively. Accounts Receivable Included in accounts receivable on the balance sheets are amounts primarily related to customers. The Company estimates losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written off when it is probable that all contractual payments due will not be collected in accordance with the terms of the related agreement. Based on experience and the judgment of management, there was no allowance for doubtful accounts at May 31, 2025, and May 31, 2024. F- 6 Revenue Recognition The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended. This standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that it expects to receive for them. 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. 2014-09: (a) it identifies a contract with a customer; (b) it identifies the performance obligations in the contract; (c) it determines the transaction price; (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. The Company generates revenue from multiple streams, namely, clinical trials, consulting fees, seminars and merchandise sales. Revenues from product sales are recognized when a customer obtains control of the Company’s product, which occurs at a point in time or over time, typically upon shipment to the customer or when services are fulfilled and the customer receives benefit from such services. Revenue is deferred and a liability is established to the extent that the Company receives payments from customers in advance of goods being shipped or services being rendered. 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 to transfer a distinct product or service to a customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Each contract has a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. Revenue from contracts that satisfy the criteria for overtime recognition is recognized as the work progresses. The majority of the Company’s revenue is derived from services provided to customers and is typically executed over a period of between 1 and 12 months, based on evaluation of when these services are rendered. Contracts will continue to be recognized over time because of the continuous transfer of control to the customer as services are rendered to customers. Payments 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. Contracts for clinical trials typically provide for progress payments based on the number of patients seen, with final payments generally due within 30 days upon completion of work or the termination of the contract. Revenue is recognized when all performance obligations under the terms of a contract are satisfied. The Company requires advance payments from its consulting customers and these payments are recorded as contract liabilities on the consolidated balance sheet until service is performed and revenue is recognized. These advance payments are not treated as a financing component based on the guidance in ASC 606-10-32-196-16 and -17, whereby the timing of when services are provided is at the discretion of the customers or a substantial amount of the consideration promised by the customer is variable and not in the control of the customer or the Company. There is no significant financing component to any of the Company’s contracts. Contracts for educational services require non-refundable payment in advance and are recorded as revenue when received. There is no significant financing component to any contracts. F- 7 Contract Modifications 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 The Company follows ASC 606, which requires the allocation of the transaction price to the remaining performance obligations of a contract and applies a practical expedient allowing it not to disclose the amount of the transaction price allocated to the remaining performance obligations for contracts with an original expected duration of one year or less. As of May 31, 2025, and May 31, 2024, the Company had no remaining performance obligations. Share-Based Payments ASC 718, “ Compensation – Stock Compensation, ” prescribes accounting and reporting standards for all share-based payment transactions. In June 2018, FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to non-employees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for share-based payments to non-employees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. This guidance became effective for the Company on January 1, 2019. Based on its completed analysis, the Company has determined that adopting this guidance will not have a material impact on its financial statements. The Company follows FASB guidance related to equity-based payments, which requires that equity-based compensation be accounted for using a fair value method and recognized as expense in the accompanying statements of operations. Equity-based compensation expense will be recognized as compensation expense. Leases The Company has adopted ASU 2016-02,  Leases (Topic 842),  along with related clarifications and improvements, under which lessees are required to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments and a corresponding right-of-use asset on the balance sheet for most leases. The guidance retains the historical accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee. Enhanced disclosures are also required to give financial statement users the ability to assess the amount, timing and uncertainty of cash flows arising from leases. Cash Flows The Company follows ASU 2016-18, “ Statement of Cash Flows (Topic 230), ” requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The provisions of this guidance are to be applied using a retrospective approach, which requires the application of the guidance for all periods presented. F- 8 Fair Value Measurements The Company has adopted ASC Topic 820,  Fair Value Measurements,  which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair-value measurements.  The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, is carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features, such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair-value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3: Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Income Taxes  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. 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 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 from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Accordingly, the Company would report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. 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. At May 31, 2025, and May 31, 2024, the Company had no dilutive securities. F- 9 Recently Issued Accounting Standards The Company does not believe there are any other recently issued, but not yet effective, accounting standards that would have a significant impact on the Company’s financial position or results of operations. Note 3 – Going Concern The accompanying audited financial statements have been prepared in conformity with U.S. GAAP, which contemplates the Company’s continuation as a going concern in accordance with ASC 240-40-50. The Company’s history of recurring losses, negative working capital and negative cash flows from operating activities raises substantial doubt about its ability to continue as a going concern. 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 concern depends on the successful execution of its operating plan, which includes expanding its operations and raising either debt or equity financing. There is no assurance that the Company will be able to expand its operations or obtain such financing on satisfactory terms or at all. If the Company is unsuccessful in these endeavors, it may be required to curtail or cease its operations. The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. Note 4 – Debt 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 period. 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. The 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 May 31, 2025 2024 SBA (EIDL) current portion $ 14,592 $ 7,054 SBA (EIDL) noncurrent portion 249,500 249,361 Accrued interest 22,095 – Total EIDL loans $ 286,187 $ 256,415 The accrued interest shown in the above table is presented as accrued interest in the consolidated balance sheets. F- 10 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 $ 50,000 , bearing interest at the rate of 20.9 % 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 . 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. On 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. F- 11 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. The note 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: a payment 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. 815–40. 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. F- 12 Note 5 – Right-of-Use Assets and Lease Liabilities The Company leases real property from unrelated parties under leases that are classified as operating leases. The right-of-use assets for operating leases are included in 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 May 31, 2025 2024 Right-of-use asset $ 2,795 $ 43,150 Less: Accumulated amortization – ( 7,480 ) Right-of-use asset, net $ 2,795 $ 35,670 Lease liabilities – current $ 4,906 $ 21,877 Lease liabilities – noncurrent – 4,906 Operating lease liabilities $ 4,906 $ 26,873 The Company reimburses related parties for an office space operating lease under a month-to-month arrangement, payable at the discretion of management. See Note 10. 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. Note 6 -- Revenue Most of the Company’s revenue is generated by the performance of services to customers and recognized at a point in time based on the evaluation of when the customer obtains control of the products. Revenue is recognized when all performance obligations under the terms of a contract are satisfied, net of certain taxes. 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 disaggregated revenue information: Schedule of disaggregated revenue Year Ended May 31, 2025 2024 Clinical trials $ 301,731 $ 213,865 Consulting fees – 28,641 Seminar fees – 1,925 Merchandise 1,291 4,410 Total revenue $ 303,022 $ 248,841 Cost of revenue consists of third-party costs 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. F- 13 Note 7 – Stockholders’ Deficit The Company is authorized to issue 20,010,000,000 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”). Until July 20, 2022, each share had a par value of $ 0.001 ; on that date, the Company amended its articles of incorporation to provide that each such share has no par value. Under this amendment, (i) Series A Stock is entitled to receive dividends on the shares of common stock into which such shares are convertible, (ii) has the voting power of the number of shares of common stock into which such shares are convertible, (iii) is redeemable at the option of the Company for a redemption price equal to the number of shares of Common Stock into which the redeemed shares are convertible and (iv) are senior to the common stock and junior to the Series B Convertible Preferred Stock described below. At May 31, 2025, and May 31, 2024, there were  2,500,000  shares of Series A Stock issued and outstanding. On July 20, 2022, the Company designated a series of preferred stock, named Series B Preferred Convertible Preferred Stock, comprising  1,000  shares (“Series B Preferred”). The shares of this series have  no  par value, are not entitled to dividends, have no liquidation rights, are not redeemable, are not convertible, have 60% of the Company’s voting power and rank senior to the common stock and Series A Convertible Preferred Stock. 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. Common Stock During the year ended May 31, 2025, the Company sold 575,000,000 shares of Common Stock for $ 158,000 and during the year ended May 31, 2024, the Company sold 272,071,428 shares of Common Stock for $ 70,000 . 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 On July 20, 2022, the Company adopted its 2022 Equity Incentive Plan, which provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units and performance awards to directors, officers, employees and consultants, as determined by the Board, as plan administrator. The Company will recognize as share-based compensation expense all share-based payments to employees 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 issued. F- 14 Note 9 – Income Taxes The Company provides for income taxes under ASC 740. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law, making significant changes to the Code. These changes included a federal corporate 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. deferred tax assets and liabilities, as well as reassessing the net realizability of its deferred tax assets and liabilities. The 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 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, 2025 2024 Net operating loss carryforward $ 1,235,409 $ 1,120,157 Less: valuation allowance (1,235,409 ) (1,120,157 ) Deferred tax assets -net $ – $ – Income taxes for 2017 to 2025 remain subject to examination by the Internal Revenue Service. Note 10 – Commitments and Contingencies The Company leases premises of approximately 4,500 square feet located at 6201 Bonhomme Road, Suites 460S and 466S, Houston, Texas. The lease provided for a base rent of $3,382 per month, increasing to (i) $3,529 per month on July 1, 2020, (ii) $3,676.04 per month on July 1, 2021, and (iii) $3,823 per month on July 1, 2022, subject to CPI increase.  On March 23, 2023, the Company amended the lease to extend its term to June 30, 2024, at a base rent of $4,779 per month. On September 5, 2023, the lease was amended to extend its term to June 30, 2025, at rentals of $0 per month for the two months ended February 29, 2024, $$4,779 per month for the 10 months ending June 30, 2024, and $4,926 per month for the 12 months ending June 30, 2025.  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 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 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. F- 15 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 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. Kamienski. 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 The Company has no off-balance sheet arrangements. Note 13 – Concentration of Risk 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 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 events when these consolidated financial statements were issued and has determined that none of them requires disclosure herein. F- 16 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. None.