What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-02-19 compared with 2025-10-22 · 334 added, 336 removed, 418 unchanged (62% of the section changed)

Financial Statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

CONDENSED CONSOLIDATED BALANCE SHEETS

August 31, 2025

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

November 30, 2025

CURRENT ASSETS

7 unchanged sentences

Accounts payable and accrued expenses

Deferred revenues

Accrued interest

1 unchanged sentence

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

SBA loans current

Derivative liabilities

6 unchanged sentences

STOCKHOLDERS’ DEFICIENCY

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)

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 November 30, 2025, and May 31, 2025) and 2,000 shares have been designated Series B Preferred Stock ( 2,000 shares outstanding at November 30, 2025, and May 31, 2025)

Common Stock, without par value:

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

20,000,000,000 shares authorized, of which 11,626,749,347 shares were issued and outstanding at November 30, 2025, and May 31, 2025

Additional paid-in capital

6 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

See accompanying notes to

condensed consolidated financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended August 31,

See accompanying notes to consolidated

financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended November 30,

Six Months Ended November 30,

Cost of revenues

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Officer compensation

Share-based compensation

Rent and lease

Total operating expenses

Loss from operations

Operating loss

Other income (expense)

Amortization of discount

Note discount expense

Forgiveness of debt

Change in value of derivative liabilities

Change in fair value of derivative liabilities

Total other income (expense)

$ ( 116,966 )

$ ( 199,612 )

$ ( 155,833 )

Average common stock outstanding

1 unchanged sentence

10,497,459,730

11,626,749,347

10,497,459,730

Average earnings (loss) per share

1 unchanged sentence

$ ( 0.000008 )

See accompanying notes to condensed

consolidated financial statements.

$ ( 0.000017 )

$ ( 0.0000015 )

See accompanying notes to consolidated financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

CONDENSED CONSOLIDATED STATEMENTS OF CASH

Three Months Ended August 31,

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended November 30,

CASH FLOW FROM OPERATING ACTIVITIES:

Net income (loss)

$ ( 199,612 )

$ ( 155,833 )

Adjustment to reconcile net cash used in operations:

5 unchanged sentences

Accounts payable and accrued expenses

Deferred revenue

Bank overdraft

Accrued interest

Related party payable

Lease liability (net)

Related party payables

NET CASH USED IN OPERATIONS

CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from sales of common stock

Change in lease liabilities

Change in notes payable

Proceeds from (repayments of) short-term loans

Proceeds from (payment of) notes payable

Repayment of SBA loans

Repayment of related-party loan

Proceeds from shareholder loans

Proceeds from related-party loan

6 unchanged sentences

Cash paid for taxes

See accompanying notes to condensed consolidated

financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

CONDENSED CONSOLIDATED STATEMENT OF

STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED AUGUST 31, 2025

Series A Convertible Preferred Stock

Series B Preferred Stock

See accompanying notes to consolidated financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025

A Convertible Preferred Stock

Preferred Stock

Additional Paid-In

1 unchanged sentence

11,626,749,347

$ ( 5,882,901 )

$ ( 1,163,583 )

Net loss for the quarter

1 unchanged sentence

11,626,749,347

CONDENSED CONSOLIDATED STATEMENT OF

STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED AUGUST 31, 2024

Series A Convertible Preferred Stock

Series B Preferred Stock

$ ( 5,965,546 )

$ ( 1,246,228 )

Net loss for the quarter

Balance - November 30, 2025

11,626,749,347

$ ( 6,082,513 )

$ ( 1,363,195 )

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2024

A Convertible Preferred Stock

Preferred Stock

Additional Paid-In

1 unchanged sentence

10,431,749,347

$ ( 5,334,081 )

$ ( 1,079,013 )

Issuance of common stock for services

3 unchanged sentences

10,556,749,347

See accompanying notes to condensed

consolidated financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

August 31, 2025

$ ( 5,410,385 )

$ ( 1,055,317 )

Net income for the quarter

Balance – November 30, 2024

10,556,749,347

$ ( 5,489,914 )

$ ( 1,134,846 )

See accompanying notes to consolidated financial statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2025

Note 1 – Organization and Operations

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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 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

the financial position of the Company at November 30, 2025, and the results of operations and cash flows for the periods presented.

results of operations for the three months ended November 30, 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 Company’s

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

audited consolidated financial statements and related notes thereto for the year ended May 31, 2025, filed with the SEC on September 22,

2025, as part of the Company’s Annual Report on Form 10-K.

Use of Estimates

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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.

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.

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

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 subsidiary.

The consolidated financial statements include the

accounts of the Company and its wholly owned subsidiary.

All intercompany accounts and transactions have been eliminated in consolidation.

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 date acquired.

The Company had

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

Cash equivalents are short-term, highly liquid investments

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

The Company had no investment

securities that were deemed cash equivalents at November 30, 2025, and May 31, 2025.

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 upon experience and the judgment of management,

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

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 upon experience and the judgment of management, there

was no allowance for doubtful accounts at November 30, 2025, and May 31, 2025.

Revenue Recognition

6 unchanged sentences

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.

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

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less or if 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 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.

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.

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 contract 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 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

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Contracts for educational services require nonrefundable

payment in advance and are recorded as revenue when received.

There is no significant financing component to

any contracts.

payments in advance and are recorded as revenue when received.

There is no significant financing component to any

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.

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

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.

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

9 unchanged sentences

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.

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

At November 30, 2025, and May 31, 2025, 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

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 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.

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

(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.

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

supersedes previous guidance for share-based payments to non-employees under Subtopic 505-50, Equity – Equity-Based Payments

to Non-Employees.

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 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.

The Company follows ASU 2016-18, “ Statement

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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 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

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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 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

ASC Topic 820 describes three levels of inputs that may be used to measure fair value:

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and liabilities in active markets or inputs that are observable.

Inputs that are unobservable

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

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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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

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

8 unchanged sentences

Income (Loss) per Share

The Company computes basic earnings per share

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.

The Company computes basic earnings per share 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

At November 30, 2025, and May 31, 2025, 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.

2024-03, Income

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

Disaggregation of Income Statement

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.

2025-01, 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.

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

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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 Company adopted the amendments as of January

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

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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

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 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, 2026.

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.

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In November 2024, FASB issued ASU No.

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

2024-03, 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,

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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

recently issued, but not yet effective, accounting standards that would have a significant impact on the Company’s financial position

or results of operations.

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

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 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 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 six months ended November 30, 2025, the Company had net loss from operations of $ 199,612 ,

net cash used in operations of $ 109,205 , a working capital deficit of $ 1,113,695 and an accumulated deficit of $ 6,082,513 .

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

concern depends on the successful execution of its operating plan, which includes expanding its operations and raising debt or

equity financing.

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Note 4 – Debt

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

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

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

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

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

with deferral of payments for the first 12 months.

In June 2020, the Company received proceeds of $ 106,200

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

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

The Company’s EIDL loans were recorded in

the consolidated balance sheets as follows:

The 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

consolidated balance sheets as follows:

Schedule of EIDL loans

August 31, 2025

November 30, 2025

SBA (EIDL) – current

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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.

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

This loan is in default.

At November 30, 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 August 31, 2025, was $ 2,921 .

The outstanding balance at November 30, 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 .

The outstanding balance at November 30, 2025, was $ 36,507 .

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

4 unchanged sentences

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.

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 was repayable 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 .

At November 30, 2025, the

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

This loan is in default.

Convertible Notes

The Company has borrowed money under promissory

notes that have convertibility features as follows:

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.

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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 .

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.

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.

The balance as of November 30, 2025, was $ 101 .

Related Party Debt

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

Party Transactions – Loans and Advances.

Note 5 – Right-of-Use Assets and Lease

The Company leases real property from unrelated

parties under leases that are classified as operating leases.

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

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

Lease expense is recognized on a straight-line basis

over the lease term.

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

are considered reasonably certain to be exercised.

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

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

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

Transactions – Loans and Advances.

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 right-of-use assets

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

Lease expense is recognized on a straight-line basis over

the lease term.

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

reasonably certain to be exercised.

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

is used to determine the present value of lease payments.

The following amounts related to leases were recorded

1 unchanged sentence

Schedule of amount related to leases

August 31, 2025

November 30, 2025

Right-of-use asset

5 unchanged sentences

The Company reimburses a related party for an

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

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

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.

were $ 22,398 and $ 36,687 during the six months ended November 30, 2025, and November 30, 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

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.

4 unchanged sentences

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

The table below summarizes the Company’s disaggregated revenue

The table below summarizes the Company’s disaggregated revenue information:

Schedule of disaggregated revenue

Quarter Ended August 31,

Three Months Ended

Six Months Ended

Clinical trials

1 unchanged sentence

Total revenue

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.

Cost of revenue consists of third-party costs associated

with patient stipends.

At November 30, 2025, and November 30, 2024, cost of revenue was $ 18,643 and $ 16,165 , respectively.

Note 7 – Stockholders’ Deficiency

3 unchanged sentences

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 ;

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.

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 August 31, 2025, and May

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 November 30, 2025, and May 31, 2025,

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

10 unchanged sentences

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

At November 30, 2025, and May 31, 2025, there were 2,000 shares

of Series B Preferred issued and outstanding.

8 unchanged sentences

as secretary on those dates.

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

At November 30, 2025, and May 31, 2025, there were

11,626,749,347 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.

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

3 unchanged sentences

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.

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.

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.

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.

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

Due to changes in ownership provisions of the

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.

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 $ 6,082,513 and $ 5,882,901 at November 30, 2025, and May

31, 2025, 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

examination by the Internal Revenue Service.

Income taxes for 2020 to 2025 remain subject to examination

by the Internal Revenue Service.

Note 10 – Commitments and Contingencies

13 unchanged sentences

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,

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.

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 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.

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 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.

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

7 unchanged sentences

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

at November 30, 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”).

On November 1, 2025, the Company issued a new promissory

note in the principal amount of $ 360,154 .38 in favor of John Jones and/or Barbara Kamienski (the “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.

interest at a rate of 2.5 % per annum and is repayable in monthly installments of $ 9,003 .86, with the first payment due on November 30,

2025 , continuing until the balance is paid in full.

Events of default included failure to pay principal or interest when due, breach of

covenant, breach of representation and warranty, assignment for the benefit of creditors or appointment of a receiver, bankruptcy and

cessation of operations.

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

Jones and Ms.

On April 26, 2024, the Company made a promissory

note in the principal amount of $ 291,451 in favor of a related party, which had a maturity date of April 25, 2025 , bore interest at the

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

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

3 unchanged sentences

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.

The balance of related party liabilities owed to certain

shareholders totaled $ 793,196 and $ 623,474 at November 30, 2025, and May 31, 2025, respectively.

The balance of related party receivables

owed by certain shareholders totaled $ 0 and $ 9,155 at November 30, 2025, and May 31, 2025.

Note 12 – Off-Balance-Sheet Arrangements

1 unchanged sentence

Note 13 – Concentration of Risk

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.

The Company had three customers that provided 99 %

of gross revenue for the quarter ended November 30, 2025, and two customers that provided 98 % of gross revenue for the quarter ended November

Note 14 – Subsequent Events

Management has evaluated all other subsequent

events when these consolidated financial statements were issued and has determined that none of them requires disclosure herein.

On December 31, 2025, the Company terminated its Pharmacology

University business.

Management has evaluated all other subsequent events

when these consolidated financial statements were issued and has determined that none of them requires disclosure herein.

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