Item 2. Management’s Discussion and Analysis
Item 2. Management’s 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, 2026, which were prepared and presented in accordance
with United States generally accepted accounting principles for interim financial statements. These financial data are only a summary
and should be read in conjunction with the unaudited financial statements and related notes contained herein, which more fully present
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, 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
statements.
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, 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-Q for the month ended February 28, 2026.
The Company’s fiscal year begins on June 1 in
each year and ends on May 31 in the following year.
Going Concern
As indicated in Note 3 of the notes to the audited
consolidated financial statements for the period ended February 28, 2026, and the report thereon of the Company’s independent auditing
firm, there is substantial doubt as to the ability of the Company to continue as a going concern. The Company has incurred recurring losses
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 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.
Overview
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, 2025.
For further information concerning the Company and its business, see “Business.”
19
Results of Operations
Comparison of the Quarter Ended February
28, 2026, and the Quarter Ended February 28, 2025
The following table sets forth information from the
consolidated statements of operations for the quarters ended February 28, 2026, and February 28, 2025.
Quarter Ended February 28,
2026
2025
Revenues
$ 11,205
$ 14,931
Cost of revenues
3,045
19,396
Gross profit
8,160
(4,465 )
Total operating expenses
101,419
124,769
Operating loss
(93,259 )
(129,234 )
Amortization of discount
–
–
Note discount expense
–
(13,138 )
Forgiveness of debt
–
–
Change in fair value of derivative liabilities
–
(16,398 )
Interest
(10,776 )
(22,473 )
Other Income/loss
101
–
Net loss
$ (103,933 )
$ (181,243 )
Revenues
Revenues were $11,205 and $14,931 for the quarters
ended February 28, 2026, and February 28, 2025, respectively, primarily due to a decrease of $42,061 in revenues from clinical trial contracts.
This reduction was due to fewer clinical trial contracts taken in the 3rd quarter.
Operating Expenses
Operating expenses for the quarters ended February
28, 2026, and February 28, 2025, consisted of the following:
Quarter Ended February,
2026
2025
General and administrative
$
26,828
$
50,172
Contract labor
37,865
45,382
Professional fees
13,185
9,730
Officer compensation
11,089
6,000
Rent
11,469
13,270
Travel
983
215
Total operating expenses
$
101,419
$
124,769
The decrease in operating expenses was primarily due to a decrease
of $23,344 in General & Administrative expense.
20
Operating Loss
For the reasons set forth above, operating loss
decreased from $181,243 in the quarter ended February 28, 2025 to $103,933 in the quarter ended February 28, 2026, primarily due to a
decrease in operating expenses from General and Administrative expense amounting to $23,344 and a decrease in Contract labor of 7,516.
Interest
Interest was $10,776 in the quarter ended February
28, 2026, and $22,473 in the quarter ended February 28, 2025.
Other Income
For the quarter February 28, 2026, and February 28,
2025, interest was $10,776 and $22,473, respectively. During the quarter ended February 28, 2025, the Company recorded an expense from
Amortization of discount amounting to $13,138 and $0.00 for February 28, 2026. As a result, other income (expense) for the quarter ended
February 28, 2026, and February 28, 2025, showed loss of $10,675 and loss of $52,009, respectively.
Net Loss
Net loss for the quarter ended February 28, 2026,
was $92,463, compared with a net loss of $181,243 for the quarter ended February 28, 2025, for the reasons set forth above in relation
to loss from operations ended February 28, 2026.
Changes in Financial Condition and Results of
Operations
At February 28, 2026, the Company had $90 in cash
and cash equivalents and accounts receivable of $1,266, negative working capital of $1,217,630 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 have cash and cash equivalents of $81.89 on the date of this Report.
During the nine months ended February 28, 2026,
the Company had net cash used in operations of negative $123,802, while during the nine months ended February 28, 2025, the Company had
net cash used in operations of $185,315. During the nine months ended February 28, 2026, the Company had net cash provided by financing
activities of $110,940, while during the nine months ended February 28, 2025, the Company had net cash provided by financing activities
of $185,108. The Company had accumulated deficits of $6,186,448 at February 28, 2026, and $5,882,901 at May 31, 2025.
Off-Balance-Sheet Arran g ements
The Company has no off-balance-sheet arrangements.
Recent Accounting Pronouncements
Refer to Note 2 of the accompanying financial statements.
21
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company is a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and accordingly is not required to provide information under this item.
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