What changed in this filing

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Item 1. Financial Statements

2025-10-22 compared with 2025-04-22 · 413 added, 331 removed, 341 unchanged (69% of the section changed)

1 unchanged sentence

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

CONSOLIDATED BALANCE SHEETS

February 28, 2025

CONDENSED CONSOLIDATED BALANCE SHEETS

August 31, 2025

CURRENT ASSETS

1 unchanged sentence

Accounts receivable

Related party receivables

Other current assets

1 unchanged sentence

Right-of-use asset

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES

Accounts payable and accrued expenses

Bank overdraft

Deferred revenues

Accrued interest

Related-party payables

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

SBA loan – current

SBA loans current

Derivative liabilities

Lease liabilities – current

Lease liabilities

Convertible note

TOTAL CURRENT LIABILITIES

LONG-TERM LIABILITIES

Notes payable

Lease liabilities

TOTAL LONG-TERM LIABILITIES

1 unchanged sentence

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

10,000,000 shares of preferred stock, without par value, of which 2,500,000 shares have been designated Series A Convertible Preferred Stock ( 2,500,000 shares outstanding at August 31, 2025, and May 31, 2025) and 2,000 shares have been designated Series B Preferred Stock ( 2,000 shares outstanding at August 31, 2025, and May 31, 2025)

Common Stock, without par value:

20,000,000,000 shares authorized;

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

20,000,000,000 shares authorized, of which 11,626,749,347 shares were issued and outstanding at August 31, 2025, and May 31, 2025

Additional paid-in capital

Accumulated deficiency

Accumulated deficit

( 5,965,546 )

( 5,882,901 )

TOTAL STOCKHOLDERS’ DEFICIENCY

( 1,246,228 )

( 1,163,583 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

The accompanying notes are an integral part of

these consolidated financial statements.

See accompanying notes to

condensed consolidated financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Nine months ended

February 28, 2025

February 29, 2024

February 28, 2025

February 29, 2024

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended August 31,

Cost of revenues

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Officer compensation

Share-based compensation

Rent and lease

Total operating expenses

Operating loss

Loss from operations

Other income (expense)

2 unchanged sentences

Change in value of derivative liabilities

Total other income

Total other income (expense)

Average common stock outstanding

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10,458,923,260

Average earnings (loss) per share

$ ( 0.000007 )

Average earnings (loss) per share

The accompanying notes are an integral part

of these consolidated financial statements.

See accompanying notes to condensed

consolidated financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

February 28, 2025

February 29, 2024

OPERATING ACTIVITIES

Adjustments to reconcile net loss:

Adjustment for issuance of common stock for services

CONDENSED CONSOLIDATED STATEMENTS OF CASH

Three Months Ended August 31,

CASH FLOW FROM OPERATING ACTIVITIES:

Net income (loss)

Adjustment to reconcile net cash used in operations:

Issuance of common stock for services

Amortization of right-of-use asset and liability

Loss on valuation Convertible Notes

Change in value of derivative liabilities

Changes in assets and liabilities:

Accounts receivable

Bank overdraft

Accounts payable and accrued expenses

Deferred revenue

Lease liability

Bank overdraft

Accrued interest

Lease liability (net)

Related party payables

NET CASH USED IN OPERATIONS

FINANCING ACTIVITIES

Proceeds from issuance of common stock

Proceeds from (repayments of) short-term loans

Proceeds from shareholder loans

CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from sales of common stock

Change in lease liabilities

Change in notes payable

Repayments of SBA loan

Repayment of SBA loans

Repayment of related-party loan

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NET CASH PROVIDED BY FINANCING ACTIVITIES

NET DECREASE IN CASH

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF PERIOD

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Cash paid for taxes

The accompanying notes are an integral part of

these consolidated financial statements.

See accompanying notes to condensed consolidated

financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

(formerly named China Infrastructure Construction Corp.)

CONSOLIDATED STATEMENTS

OF STOCKHOLDERS’ DEFICIENCY

CONDENSED CONSOLIDATED STATEMENT OF

STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED AUGUST 31, 2025

Series A Convertible Preferred Stock

Series B Convertible Preferred Stock

Series B Preferred Stock

Additional Paid-In

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11,626,749,347

$ (5,334,081 )

$ (1,079,013 )

Issuance of common stock for services

Net loss for the quarter

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11,626,749,347

$ (5,410,385 )

$ (1,055,317 )

Return of common stocks issued for services

(50,000,000 )

Net loss for the quarter

Balance – November 30, 2024

10,506,749,347

$ (5,489,913 )

$ (1,164,845 )

Sales of common stock for cash

Net loss for the quarter

Balance – February 28, 2025

10,931,749,347

$ (5,682,356 )

$ (1,236,788 )

CONDENSED CONSOLIDATED STATEMENT OF

STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED AUGUST 31, 2024

Series A Convertible Preferred Stock

Series B Convertible Preferred Stock

Series B Preferred Stock

Additional Paid-In

1 unchanged sentence

10,431,749,347

$ (4,682,736 )

Sales of common stock for cash

Rescission of share sale

Net loss for the quarter

Issuance of common stock for services

Issuance of shares of Series B Preferred

Net income for the quarter

Balance - August 31, 2024

10,556,749,347

Net loss for the quarter

Balance – November 30, 2023

10,331,749,347

$ (4,998,954 )

Issuance of common stocks for service

Net loss for the quarter

Balance – February 29, 2024

10,431,749,347

$ (5,198,146 )

The accompanying notes are an integral part of

these consolidated financial statements.

See accompanying notes to condensed

consolidated financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2025

Note 1 – Organization and Business

Organization and Operations

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

August 31, 2025

Note 1 – Organization and Operations

Cannabis Bioscience International Holdings, Inc.,

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its name to its present name.

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

and six countries in Latin America.

The Company provides services to third parties in therapeutic areas of clinical trials and conducts

clinical trials relating to cannabinoids for its own account.

The Company has one non-operating subsidiary, Alpha Fertility and Sleep

Center, LLC, a Texas limited liability company, through which it conducted its sleep center business until April 30, 2023.

Note 2 – Summary of Significant

Accounting Policies

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

provides services

to third parties in therapeutic areas of clinical;

and is developing cannabidiol-based products.

Note 2 – Summary of Significant Accounting

Accounting Principles

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

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

results of operations for the nine months ended February 28, 2025, are not necessarily indicative of the operating results for the full

the financial position of the Company at August 31, 2025, and the results of operations and cash flows for the periods presented.

results of operations for the three months ended August 31, 2025, are not necessarily indicative of the operating results for the full

fiscal year or any future period.

These unaudited consolidated financial statements should be read in conjunction with the audited financial

statements and related notes thereto for the year ended May 31, 2025.

These unaudited consolidated financial statements should be read in conjunction with the Company’s

audited consolidated financial statements and related notes thereto for the year ended May 31, 2025.

Use of Estimates

The preparation of financial statements in conformity

GAAP requires management to make significant estimates and assumptions.

The preparation of financial statements in conformity

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.

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

during the reporting periods.

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.

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

Certain of these estimates could

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

These external

conditions could have an effect on the Company’s estimates that could cause actual results to differ materially from its estimates.

Actual results could differ from those estimates.

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The consolidated financial statements include

the accounts of the Company and its wholly owned subsidiaries.

the accounts of the Company and its wholly owned subsidiary.

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

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The Company had

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

no investment securities that were deemed cash equivalents at August 31, 2025, and May 31, 2025.

Accounts Receivable

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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 February 28, 2025, and May 31, 2024.

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 upon experience and the judgment of management,

there was no allowance for doubtful accounts at August 31, 2025, and May 31, 2025.

Revenue Recognition

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(Topic 606), as amended.

This standard requires a company to recognize revenues when it transfers goods or services to customers

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

This standard requires a company to recognize revenues when it transfers goods or services to customers in

an amount that reflects the consideration that it expects to receive for them.

Under ASU No.

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

it determines the transaction price;

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

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

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

The Company generates revenue from multiple streams,

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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.

less or if the amount is immaterial.

A performance obligation is a contractual promise

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

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

Contracts will continue

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

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

typically executed y over a period that is typically 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

vary based on the revenue stream.

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

of the contract.

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

recognized in revenue when they are earned.

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

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

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

The Company requires advance payments from

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

and revenue is recognized.

These advance payments are not treated as financing components, based upon 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.

Contracts for educational services require nonrefundable

payment in advance and are recorded as revenue when received.

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expected duration of one year or less.

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

At August 31, 2025, and May 31, 2025, the Company had no remaining performance obligations.

Share-Based Payments

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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.

Improvements to Nonemployee Share-Based Payment Accounting,

which aligns accounting for share-based payments issued to non-employees with 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.

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.

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

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

The Company has adopted ASU 2016-02, Leases

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or liabilities.

Quoted prices for similar assets and liabilities

in active markets or inputs that are observable.

Inputs that are unobservable (for example, cash

flow modeling inputs based on assumptions).

Quoted prices for similar assets

and liabilities in active markets or inputs that are observable.

Inputs that are unobservable

(for example, cash flow modeling inputs based on assumptions).

The Company accounts for income taxes in accordance

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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.

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 assets will not be realized.

Deferred tax liabilities and assets are classified

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

benefits in tax expense.

Income (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 February 28, 2025, and

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

Derivative Liability

The Company analyzes the conversion feature of

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

ASC 815-15 requires that the

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

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

Any unrealized change in fair value, as determined at each

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

by the change.

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

amounts in accordance with Accounting Standards Codification Topic 260, “Earnings per Share.” (“ASC 260”)

Under ASC 260, (i) basic earnings (loss) 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 and (ii) 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 August 31, 2025, and August 31, 2024, the Company had no dilutive securities.

Recently Issued Accounting Standards

In November 2024, FASB issued ASU No.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of

Income Statement Expenses .

This standard requires disclosure of specified information about certain costs and expenses, including

purchases of inventory, employee compensation, depreciation, and amortization.

As clarified on the subsequent amendment, ASU No.

issued by FASB in January 2025, this guidance is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending

May 31, 2028, and subsequent interim periods.

Early adoption is permitted and may be applied either prospectively or retrospectively.

The Company is currently evaluating the timing of its adoption of this ASU and the impact on its consolidated financial statements.

In November 2023, FASB issued ASU 2023-07 to enhance

disclosures of significant expense and segment profitability categories and amounts for each of the Company’s reportable business

The amendments are effective in annual periods beginning after December 15, 2023, and subsequent interim periods, with early

adoption permitted.

The Company has adopted this amendment.

The adoption of this amendment did not have a material impact on the Company’s

consolidated financial statements.

In March 2024, FASB issued ASU 2024-01 to clarify

how an entity should determine whether a profits interest or similar award should be accounted for as a share-based payment arrangement

or similar to a cash bonus or profit-sharing arrangement.

The amendments are effective in annual periods beginning after December 15,

2024, and interim periods within those annual periods, with early adoption permitted.

The Company adopted the provisions of the amendments

as of January 1, 2025.

The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements.

In October 2023, FASB issued ASU 2023-06 to clarify

or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject

to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements

in FASB accounting standard codification with the SEC's regulations.

The amendments will be effective on the date the SEC removes related

disclosure requirements from Regulation S-X or Regulation S-K.

If by June 30, 2027, the SEC has not removed the applicable disclosure

requirements, the pending amendments will not become effective.

Early adoption is prohibited.

The Company does not expect the future adoption

of this amendment to have a material impact on its consolidated financial statements since the Company is currently subject to the SEC’s

disclosure and presentation requirements under Regulation S-X and Regulation S-K.

In December 2023, FASB issued ASU 2023-09 to

improve disclosures and presentation requirements to the transparency of the income tax disclosures by requiring consistent

categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

The amendments are effective in annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is

currently evaluating the provisions of the amendments, which are not expected to have an impact on its financial condition or

results of operations.

The Company expects to adopt this guidance in its Annual Report on Form 10-K for the year ending May 31,

In November 2024, FASB issued ASU 2024-03, which

was further clarified through the issuance of ASU 2025-01 in January 2025, to improve disclosure on an entity’s expenses and provide

more detailed information for specific expense categories in the notes to financial statements at interim and annual reporting periods.

The amendments are effective in annual periods beginning after December 15, 2026, and interim periods within annual reporting periods

beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the provisions of the amendments

and the impact on its future consolidated statements.

In November 2024, FASB issued ASU No.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 requires enhanced disclosures about types of expenses, including purchases of inventory, employee compensation, depreciation,

and amortization, in commonly presented expense captions.

The amendments are effective for fiscal years beginning after December 15, 2026,

and interim periods beginning after December 15, 2027, with early adoption permitted.

Entities may apply the amendments prospectively

or retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating the impact that this

guidance will have on the disclosures within our consolidated financial statements.

While ASU 2024-03 will impact only our disclosures

and not our financial condition and results of operations, we are assessing when we will adopt ASU 2024-03.

In May 2025, FASB issued ASU No.

2025-04, Compensation—Stock

Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable

to a Customer (“ASU 2025-04”), which clarifies the guidance on the accounting for share-based payment awards

that are granted by an entity as consideration payable to its customer, with the intent to reduce diversity in practice and improve

existing guidance by revising the definition of a “performance condition” and eliminating a forfeiture policy election

for service conditions associated with share-based consideration payable to a customer.

ASU 2025-04 also clarifies the

guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer

“regardless of whether an award’s grant date has occurred.” ASU 2025-04 is effective for our reporting period

beginning January 1, 2027, with early adoption permitted.

We are currently assessing the impact that the adoption of ASU 2025-04

will have on the disclosures in our annual consolidated financial statements.

The Company does not believe there are any other

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Note 3 – Going Concern

The accompanying consolidated financial statements

have been prepared in conformity with U.S.

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

ASC 240-40-50.

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

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

The Company has not generated any profits since its inception,

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

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

a net loss from operations of 337,076, net cash used in operations of $209,653, a working capital deficiency of $960,944, and an accumulated

deficiency of $5,671,156.

The accompanying consolidated 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

sufficient income to cover its operating expenses since its inception.

During the quarter ended August 31, 2025, the Company had net

loss from operations of $ 82,645 ,

net cash used in operations of $ 103,712 ,

a working capital deficit of $ 996,728

and an accumulated deficit of $ 5,965,546 .

The ability of the Company to continue as a going

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

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

period, with deferral of payments for the first 12 months.

An additional $10,000 borrowed under EIDL, which was provided for payroll,

was forgiven and recorded as other income during 2022.

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

with deferral of payments for the first 12 months.

In June 2020, the Company received proceeds of

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

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

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

The Company’s EIDL loans were recorded in

the balance sheet as follows:

the consolidated balance sheets as follows:

Schedule of EIDL loans

February 28, 2025

SBA (EIDL) current portion

SBA (EIDL) noncurrent portion

August 31, 2025

SBA (EIDL) – current

SBA (EIDL) – noncurrent

Accrued interest

Total EIDL loans

Short-Term Loans

Short-Term Debt

Non-Convertible Loans and Financing Agreements

The Company has entered into loans under which

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These transactions are as follows:

· In May 2022, the Company entered into a financing agreement with an unrelated party for a loan of $50,000 at an annual interest rate of 20.9%, to be repaid at the rate of $1,218 per week for one year.

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

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

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

The outstanding balance at February 28, 2025, was $2,298.

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

In April 2023, the Company entered into a financing agreement with an unrelated party for a loan of $37,475, bearing interest at the

rate of 19% per annum, to be repaid at the rate of $1,718 per month.

The outstanding balance at February 28, 2025, was $34,806.

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

On August 8, 2022, the Company entered into a financing agreement (the “AF Agreement”) with an unrelated party for a loan

of $45,000 at an annual interest rate of 26.4%, to be repaid at the rate of $6,114 per week for 20 weeks, On October 17, 2022, this loan

was refinanced to include an additional $10,000, such that it bears interest at an annual interest rate of 26.4%, to be repaid at the

rate of $3,057 per week for four weeks.

On December 20, 2022, the loan was increased to $76,000 and the financing agreement was modified

such that the loan bears interest at an annual interest rate of 26.4% and is to be repaid at the rate of $6,114 per week for 17 weeks.

On May 13, 2024, the Company agreed to settle the $38,638 owing under the AF Agreement in consideration of a payment of $15,000, which

the Company made on June 12, 2024.

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

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

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

June 29, 2022, the Company borrowed $12,500 from an unrelated party at an annual interest rate of 14%.

This loan is payable

at the weekly rate of $589 for 24 weeks.

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

of $297 for 24 weeks.

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

· On August 3, 2022, the Company borrowed $15,000 from an unrelated party at an annual interest rate of 42.5%, repayable at the rate of $1,188 per month for 18 months.

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

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

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

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

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

In the event of

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

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

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

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

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

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

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

Note 5 – Right-of-Use Assets and

Lease Liabilities

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 August 31, 2025, the outstanding balance, including interest, was $ 54,029 .

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 August 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 August 31, 2025, was $ 36,507 .

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 has been 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 August 31, 2025, the outstanding balance of this loan, including interest, was $ 18,896 .

This loan is in default.

Convertible Notes

The Company has borrowed money under promissory

notes that have convertibility features as follows:

On March 14, 2024, the Company made a promissory note in the principal amount of $ 66,000 in favor of an unrelated party.

The note was subject to an original issuance discount of $ 11,000 and to an initial interest charge of 13% of its principal amount, or $ 8,580 .

The net proceeds received by the Company after the original issuance discount, the initial interest charge and payment of legal and due diligence fees of $ 5,000 , were $ 50,000 .

The note required repayment in five installments, as follows:

a payment of $37,290 on September 15, 2024, and payments of $9,322.50 on October 15, 2024, November 15, 2024, December 15, 2024, and January 15, 2025.

Each of these payments included accrued interest.

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 note was 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 required 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 included accrued interest.

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.

The balance as of August 31, 2025, was

This note was repaid on September 5, 2025.

The Company determined that the above convertible

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

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

The Company determined the fair

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

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

Change in fair value of derivative liabilities.

Related Party Debt

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

Party Transactions – Loans and Advances.

Note 5 – Right-of-Use Assets and Lease

The Company leases real property from unrelated

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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.

date, is used to determine the present value of lease payments.

The following amounts related to leases were recorded

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Schedule of amount related to leases

February 28, 2025

August 31, 2025

Right-of-use asset

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Operating lease liabilities

The Company reimburses related parties for an

The Company reimburses a related party for an

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

The Company’s total operating lease expense

was $49,757 and $69,652 during the nine months ended February 28, 2025, and February 29, 2024, respectively.

See Note 10 for additional

lease information.

The Company’s total operating lease expenses

were $ 11,059 and $ 18,248 during the three months ended August 31, 2025, and August 31, 2024, respectively.

See Note 10 for additional lease information.

Note 6 – Revenue

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

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:

and gain/loss resulting from changes in foreign currency.

Revenue is recorded when customer acceptance is received and all performance

obligations have been satisfied.

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

The table below summarizes the Company’s disaggregated revenue

Schedule of disaggregated revenue

Three Months Ended

Nine Months Ended

February 28, 2025

February 29, 2024

February 28, 2025

February 29, 2024

Quarter Ended August 31,

Clinical trials

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Total revenue

Cost of revenues consists primarily of

third-party costs associated with patient stipends.

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

revenues totaled $35,561

respectively.

Cost of revenue consists of third-party costs

associated with patient stipends.

At August 31, 2025, and August 31, 2024, cost of revenue was $ 8,143 and $ 8,362 , respectively.

Note 7 – Stockholders’ Deficiency

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

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

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 are preferred stock, without

par value, issuable in series.

Preferred Stock

The Company has designated 2,500,000 shares

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

The Company has designated 2,500,000 shares of

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

Until July 20, 2022, each share had a par

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

At February 28, 2025, and

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

At August 31, 2025, and May

31, 2025, there were 2,500,000 shares of Series A Stock issued and outstanding.

On July 20, 2022, the Company designated a series

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are not convertible, have 60% of the Company’s voting power and rank senior to the common stock and Series A Convertible Preferred

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

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

During the three months ended February 28, 2025,

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

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

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

there were respectively 10,931,749,347

and 10,431,749,347

On August 12, 2024, the Company amended its amended and restated articles of incorporation to increase the number of shares designated

Series A Preferred Stock from 1,000 to 2,000 and on August 11, 2024, the Board authorized the issuance of the 1,000 shares created by

the amendment to a related party.

The 1,000 preferred shares created by this amendment were issued in exchange for common

stock to an existing holder of Common Stock, who is a related party.

The Company deemed the value of the preferred and common shares to

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

At August 31, 2025, and May 31, 2025, there were 2,000 shares

of Series B Preferred issued and outstanding.

On August 11, 2024, the Board authorized the issuance

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

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

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

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

On August 11, 2024, the Board authorized the issuance

of 125,000,000 shares of Common Stock to a related party as compensation for his services as secretary the Company for the years ended

May 31, 2024, May 31, 2025, May 31, 2026, and May 31, 2027, in compensation for such services during the years then ended, if he is serving

as secretary on those dates.

At August 31, 2025, and May 31, 2025, there were

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

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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.

The Company provides for income taxes under ASC

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

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

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

assets through future operations.

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

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

international

taxation from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign

The Company is required to recognize the effect of the tax law changes in the period of enactment, such as re-measuring its

deferred tax assets and liabilities as well as reassessing the net realizability of its deferred tax assets and liabilities.

Tax Act did not give rise to any material impact on the balance sheets and statements of operations due to the Company’s historical

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

international taxation from

a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign earnings.

The Company is required to recognize the effect of the tax law changes in the period of enactment, such as re-measuring its U.S.

tax assets and liabilities, as well as reassessing the net realizability of its deferred tax assets and liabilities.

The Tax Act did not

give rise to any material impact on the balance sheets and statements of operations due to the Company’s historical worldwide loss

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

deferred tax assets.

Due to changes in ownership provisions of the

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

28, 2025, and February 29, 2024, respectively, for federal income tax reporting purposes are subject to annual limitations.

When a change

in ownership occurs, the use of net operating loss carryforwards may be limited in future years.

They generally expire 20 years from when

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

August 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 when incurred.

Income taxes for 2020 to 2025 remain subject to

3 unchanged sentences

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

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

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

5 unchanged sentences

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 balance sheets in respect of this lease, see Note 5.

Two of the Company’s officers leased 1,400

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

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

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

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

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

on September 15, 2023, and expired on September 14, 2024, at a rent of $3,164 per month and they made a portion of these premises available

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

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

officers entered into a new lease for these premises.

The term of the lease began on September 15, 2024, and will end on August 14, 2025.

The officer has made a portion of these premises available to the Company for use as office space, for which the Company will pay him

$2,817 per month.

in the consolidated balance sheets in respect of this lease, see Note 5.

One 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.

This officer made these premises available to the Company for office space, for which the Company

paid them $2,817 per month.

The lease was renewed for these premises, which commenced on September 15, 2023, and expired on September

14, 2024, at a rent of $3,164 per month.

The officer made these premises available to the Company for use as office space, for which the

Company paid him $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 these premises

available to the Company for use as office space, for which the Company has paid him $3,333 per month.

Note 11 – Related Party Transactions

See Note 8 – Stockholders’ Deficiency

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

See Note 10 for information respecting the lease

of real property to the Company by 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 August 31, 2025, the outstanding balance of this loan, including interest, was $ 16,465 and that it is in default or has been written

off by the lender.

On May 1, 2025, the Company made a promissory

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

This note bears

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

Events of default included failure to pay principal or interest when due, breach of covenant, breach of representation and warranty, assignment

for the benefit of creditors or appointment of a receiver, bankruptcy and cessation of operations.

The Jones Note replaces promissory

notes previously made by the Company in favor of Mr.

Jones and Ms.

On April 26, 2024, the Company made a promissory

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

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

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

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

2 unchanged sentences

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

During the nine months ended February 28, 2025,

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

and $218,504 for use as working capital.

The balance of related party liabilities owed

to certain shareholders totaled $584,766 and $503,214 at February 28, 2025, and May 31, 2024, respectively.

This note was replaced by the Jones Note.

During the quarter ended August 31, 2025, and

May 31, 2025, the Company received cash advances from related parties of $ 93,569

and $ 69,126 ,

respectively, for use as working capital.

The balance of related party liabilities

owed to certain shareholders totaled $ 717,043

and $ 623,474 at August 31, 2025, and May 31,

2025, respectively.

The balance of related party receivables owed by certain shareholders totaled $ 9,155

and $ 9,155 at August 31, 2025, and May 31, 2025.

Note 12 – Off-Balance-Sheet Arrangements

The Company has no off-balance sheet

arrangements.

The Company has no off-balance sheet arrangements.

Note 13 – Concentration of Risk

The Company had three customers that provided 51%,

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

and the remaining customers provided 34%

of gross revenue for that period.

The Company had two customers that provided 95 %

of gross revenue for the quarter ended August 31, 2025, and two customers that provided 98 %

of gross revenue for the quarter ended August 31, 2024.

Note 14 – Subsequent Events

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

What changed 10-Q

Item 1. Financial Statements