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Item 2. Management’s Discussion and Analysis

2025-10-22 compared with 2025-04-22 · 83 added, 117 removed, 35 unchanged (85% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

THE FOLLOWING DISCUSSION SHOULD BE READ IN

CONJUNCTION WITH THE COMPANY’S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS, THE NOTES THERETO AND THE OTHER FINANCIAL INFORMATION

APPEARING IN THIS REPORT.

Discussion and Analysis of Financial Condition and Results of Operations.

The financial data discussed below are derived

from the unaudited consolidated financial statements of the Company as of February 28.

2025, which were prepared and presented in accordance

from the unaudited consolidated financial statements of the Company as of August 31, 2025, which were prepared and presented in accordance

with United States generally accepted accounting principles for interim financial statements.

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the Company’s financial condition and operations as at that date and with its audited financial statements and notes thereto contained

in its Annual Report on Form 10-K for the year ended May 31, 2024, filed with the SEC on August 16, 2024.

Further, the Company urges caution

regarding the forward-looking statements which are contained in this report because they involve risks, uncertainties and other factors

affecting its operations, market growth, service, products and licenses that may cause the Company’s actual results and achievements,

whether expressed or implied, to differ materially from the expectations the Company describes in its forward-looking statements.

General Statement of Business

in its Annual Report on Form 10-K for the year ended May 31, 2025.

The results set forth in these consolidated financial statements are

not necessarily indicative of the Company’s future performance.

This item and other parts of this report contain forward-looking

statements that involve risks and uncertainties.

Actual results may differ significantly from the results discussed in forward-looking

Information about the Company

The Company, headquartered in Houston, Texas,

conducts clinical trials for Sponsors and CROs and as a Sponsor through Alpha Research Institute and cannabis-related education in classrooms,

seminars and online through Pharmacology University.

conducts clinical trials for Sponsors and CROs and as a Sponsor through Alpha Research Institute, cannabis-related education in classrooms,

seminars and online through Pharmacology University and sales of CBD products.

For detailed information about the Company and its operations,

see “Description of Business” in the Company’s Annual Report on Form 10-K for the year ended May 31, 2025.

The Company’s fiscal year begins on June

1 in each year and ends on May 31 in the following year.

Going Concern

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The Company has incurred recurring losses

and recurring negative cash flow from operating activities and has an accumulated deficiency, and its ability to continue as a going concern

depends on the successful execution of its operating plan, which includes the increasing sales of existing services and introducing new

services, as well as raising either debt or equity financing.

and recurring negative cash flow from operating activities and has an accumulated deficit, and its ability to continue as a going concern

depends on the successful execution of its operating plan, which includes increasing sales of existing services and introducing new services,

as well as raising either debt or equity financing.

The Company needs substantial additional capital

to fund its business, including the completion of its business plan and repayment of its debts.

No assurance can be given that any additional

capital can be obtained or, if obtained, will be adequate to meet its needs, and the Company may need to take measures to remain a going

If adequate capital cannot be obtained on a timely basis and satisfactory terms, the Company’s operations could be materially

negatively impacted, or it could be forced to terminate its operations.

to fund its business and repay its debts.

No assurance can be given that any additional capital can be obtained or, if obtained, will

be adequate to meet its needs, and the Company may need to take measures to remain a going concern.

If adequate capital cannot be obtained

on a timely basis and satisfactory terms, the Company’s operations could be materially negatively impacted, or it could be forced

to terminate its operations.

The Company provides educational systems focused

on medical cannabis in the United States and Latin America, as well as worldwide through online education, services in therapeutic areas

of clinical trials and CBD products.

The Company’s operating units and their activities were:

Alpha Research Institute – Clinical trials and medical research.

Pharmacology University – Education, consulting, digital publishing, marketing, and franchising related to medical cannabis.

CBD Business – Sales of CBD products.

For detailed information about the Company and

its operations, see “Description of Business” in the Company’s Annual Report on Form 10-K for the year ended May 31,

For further information concerning the Company and its business, see “Business.”

Results of Operations

Comparison of the Three Months Ended February 28, 2025, and

February 29, 2024

Comparison of the Quarter Ended August

31, 2025, and the Quarter Ended August 31, 2024

The following table sets forth information from

the statements of operations for the three months ended February 28, 2025, and February 29, 2024.

Three Months Ended

February 28, 2025

February 29, 2024

Cost of revenues

Gross profit (loss)

Total operating expense

Operating loss

Non-operating expense:

Change in value of derivative liabilities

Revenues were $14,931 and $36,411 for the three

months ended February 28, 2025, and February 29, 2024, respectively.

The decrease was primarily due to a $14,680 decrease in revenues

from clinical trials.

the consolidated statements of operations for the quarters ended August 31, 2025, and August 31, 2024.

Quarter Ended August 31,

Cost of revenues

Cost of revenues for the three months ended February

28, 2025, and February 29, 2024, were $19,396 and $11,809, respectively.

The difference was primarily due to an increase of $7,587 in

cost of revenues in clinical trials.

Total Operating Expense

The following table sets forth total operating

expenses for the three months ended February 28, 2025, and February 29, 2024:

Three Months Ended

February 28, 2025

February 29, 2024

General and administrative

Contract labor

Professional fees

Officer compensation

Rent and lease

Total operating expenses

Total operating expenses were $142,879 and $184,573

for the three months ended February 28, 2025, and February 29, 2024, respectively.

The decrease is attributable to reductions of $79,344

in professional fees, offset by increases of $43,793 and $7,038 in general and administrative and contract labor, respectively.

Operating loss

Operating loss decreased from $159,971 for the

quarter ended February 29, 2024, to $142,879 for the three months ended February 28, 2025, due to the decrease in total operating expenses

described above.

Other Expense

For the three months ended February 28, 2025,

the Company recorded interest of $10,363, compared with $49,221 for the three months ended February 29, 2024.

The company also recorded

loss on value of derivative liabilities of $73,228 for the quarter end February 28, 2025.

Net loss for the three months ended February 28,

2025, was $192,443 versus $209,192 for the three months ended February 29, 2024, for the reasons described above.

Comparison of the Nine Months Ended February 28, 2025, and

February 29, 2024

The following table sets forth information from

the statements of operations for the nine months ended February 28, 2025, and February 29, 2024.

Nine Months Ended

February 28, 2025

February 29, 2024

Cost of revenues

Total operating expense

Operating loss

Non-operating income (expense):

Amortization of discount

Forgiveness of debt

Change in value of Derivative Liabilities

Revenues were $268,066 and $172,979 for the nine

months ended February 28, 2025, and February 29, 2024, respectively.

The increase was primarily due to an increase of $95,087 in revenue

from clinical trials.

Cost of Revenues

Cost of revenues for the nine months ended February

28, 2025, and February 29, 2024, were $35,561 and $35,721, respectively.

Total Operating Expense

The following table sets forth total operating

expenses for the nine months ended February 29, 2024, and November 30, 2022:

Nine Months Ended November 30,

Change in fair value of derivative liabilities

Revenues were $24,200 and $178,887 for the quarters

ended August 31, 2025, and August 31, 2024, respectively, primarily due to a decrease of $149,047 in revenues from clinical trial contracts,

which were $24,139 in the latter period and $178,386 in the former.

This reduction was due to fewer clinical trial contracts taken in

the first quarter.

Online sales of educational materials decreased by $440, from $501 in the quarter ended August 31, 2024, to $61 in

the quarter ended August 31, 2025, due to lower demand for the Company’s online products.

Operating Expenses

Operating expenses for the quarters ended August

31, 2025, and August 31, 2024, consisted of the following:

Quarter Ended August 31,

General and administrative

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Officer compensation

Share-based compensation

Total operating expenses

Total operating expenses were $531,080 and $593,764

for the nine months ended February 28, 2025, and February 29, 2024, respectively.

The decrease was primarily attributable to reductions

of $28,174 and $43,084 in contract labor and professional, respectively, offset by an increase of $56,194 in general and administrative.

The decrease in operating expenses was primarily

due to a decrease of $100,000 in share-based compensation, a decrease of $31,269 in general and administrative, a decrease of $28,829

in professional fees, and a decrease of $7,190 in rent.

Operating Loss

Operating loss decreased from $456,506 for the

nine months ended February 29, 2024, to $337,076 for the nine months ended February 28, 2025, primarily due to an increase of $158,746

in revenue from clinical trials and a decrease in operating expense from professional fees of $43,084.

Other Income (Expense)

For the nine months ended February 28, 2025, and

February 29, 2024, interest was $21,403 and $58,904, respectively.

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

income of $23,638 from the forgiveness of a loan and an expense from note discount of $11,200.

Additionally a change in value of derivative liabilities and discount amortization of $40,736 added to the other

As a result, other income (expense) for

the nine months ended February 28, 2025, and February 29, 2024, were losses of $8,965 and $58,904, respectively.

Net loss for the nine months ended February 28,

2025, was $313,540 versus $515,410 for the nine months ended February 29, 2024, for the reasons described above.

For the reasons set forth above, operating loss

decreased from $97,604 in the quarter ended August 31, 2024, to $74,784 in the quarter ended August 31, 2025.

Pursuant to FASB ASU No.

2018-07 (see Note 2 –Share-Based Payments), the Company records the issuance of shares in consideration of services as an expense,

although such issuance does not involve an expenditure of cash.

Accordingly, the issuance of 125,000,000 shares as compensation is reflected

as an expense of $100,000 in the consolidated statements of operations for the quarter ended August 31, 2024.

If the Company had not incurred

this non-cash expense, it would have recorded income from operations of $2,396 for the quarter ended August 31, 2024.

Interest was $17,368 in the quarter ended August

31, 2025, and $2,339 in the quarter ended August 31, 2024.

In the quarter ended August 31, 2025, the Company

recorded a change in value of derivative liabilities as other income of $29,322.

In the quarter ended August 31, 2024, it received other

income of $23,638 from the forgiveness of a loan.

Net loss for the quarter ended August 31, 2025,

was $82,645, compared with a net loss of $76,305 for the quarter ended August 31, 2024, for the reasons set forth above in relation to

loss from operations ended August 31, 2025.

Changes in Financial Condition and Results

of Operations

At February 28, 2025, the Company had $548 in

cash and cash equivalents and accounts receivable of $2,640 negative working capital of $887,716 and no commitments for capital expenditures.

At May 31, 2024, the Company had $755 in cash and cash equivalents and accounts receivable of $20,139, negative working capital of $860,416

At August 31, 2025, the Company had $223 in cash

and cash equivalents and accounts receivable of $8,966, negative working capital of $996,728 and no commitments for capital expenditures.

At May 31, 2025, the Company had $12,952 in cash and cash equivalents, accounts receivable of $6,380, negative working capital of $916,878

and no commitments for capital expenditures.

The Company had cash and cash equivalents of $177 on the date of this Report.

During the nine months ended February 28, 2025,

the Company had net cash used in operations of $209,653, while during the nine months ended February 29, 2024, the Company had net cash

used in operations of $304,943.

During the nine months ended February 28, 2025, the Company had net cash provided by financing activities

of $209,445, while during the nine months ended February 29, 2024, the Company had net cash provided by financing activities of $296,824.

The Company have cash and cash equivalents of $128 on the date of this Report.

During the quarter ended August 31, 2025, the

Company had net cash used in operations of $103,712, while during the quarter ended August 31, 2024, the Company had net cash used in

operations of $30,413.

During the quarter ended August 31, 2025, the Company had net cash provided by financing activities of $90,983,

while during the quarter ended August 31, 2024, the Company had net cash provided by financing activities of $30,627.

The Company had

accumulated deficits of $5,965,546 at August 31, 2025, and $5,882,901 at May 31, 2025.

Off-Balance-Sheet Arran g ements

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What changed 10-Q

Item 2. Management’s Discussion and Analysis