Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q



(Mark One)

|☒ | QUARTERLY REPORT    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------



For the quarterly period ended November 30, 2024



|☐ | TRANSITION    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | --------------------------------------------------------------------------------------------



For the transition period from _____________to _______________



Commission File Number: 333-146758



CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,INC.

(Exact name of Registrant as specified in itscharter)



|Colorado                                                           | 84-4901299                           
|------------------------------------------------------------------ | -------------------------------------
|(State or other jurisdiction    of incorporation or organization) | (IRS Employer Identification    No.)
|                                                                   |                                      
|6201 Bonhomme Road,    Suite 435N, Houston, TX                    | 77036                                
|(Address of Principal Executive    Office)                        | (ZIP Code)                           



(214) 733-0868

(Registrant’s telephone number, includingarea code)



____________________________

(Former name, former address and former fiscalyear, if changed since last report)



Securities registered pursuant to Section 12(b)of the Act:



|Title    of each class | Trading    Symbol(s) | Name    of each exchange on which registered
|----------------------- | --------------------- | ---------------------------------------------
|N/A                     | N/A                   | N/A                                          



Indicate by check mark whether the Registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. ☒ Yes     ☐ No



Indicate by check mark whether the Registranthas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). ☒Yes     ☐ No



Indicate by check mark whether the Registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.



| | Large accelerated filer ☐ | Accelerated filer ☐        
| | ------------------------- | ---------------------------
| | Non-accelerated filer ☒   | Smaller reporting company ☒
| |                           | Emerging growth company ☒  



If an emerging growth company, indicate by checkmark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate by check mark whether the Registrantis a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes     ☒ No



Indicate the number of shares outstanding of each of the issuer’sclasses of common stock, as of January 21, 2024: 10,506,749,347 shares of common stock, without par value.

















CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,INC.



QUARTERLY REPORT ON FORM 10-Q



for the Quarterly Period Ended November 30,2024



TABLE OF CONTENTS



|                               |                                                                                       |    | Page
|------------------------------ | ------------------------------------------------------------------------------------- | -- | ----
|PART I - FINANCIAL INFORMATION |                                                                                       |   
|                               |                                                                                       |    |     
|Item 1.                        | Financial Statements                                                                  |    | 3   
|                               |                                                                                       |    |     
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations |    | 18  
|                               |                                                                                       |    |     
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                            |    | 21  
|                               |                                                                                       |    |     
|Item 4.                        | Controls and Procedures                                                               |    | 22  
|                               |                                                                                       |    |     
|PART II - OTHER INFORMATION    |                                                                                       |   
|                               |                                                                                       |    |     
|Item 1.                        | Legal Proceedings                                                                     |    | 23  
|                               |                                                                                       |    |     
|Item 1A.                       | Risk Factors                                                                          |    | 23  
|                               |                                                                                       |    |     
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                           |    | 23  
|                               |                                                                                       |    |     
|Item 3.                        | Defaults upon Senior Securities                                                       |    | 23  
|                               |                                                                                       |    |     
|Item 4.                        | Mine Safety Disclosures                                                               |    | 23  
|                               |                                                                                       |    |     
|Item 5.                        | Other Information                                                                     |    | 23  
|                               |                                                                                       |    |     
|Item 6.                        | Exhibits                                                                              |    | 24  
|                               |                                                                                       |    |     
|SIGNATURES                     |                                                                                       | 25













2









PART I – FINANCIAL INFORMATION



Item 1. Financial Statements.



CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,INC.

(formerly named China Infrastructure ConstructionCorp.)



CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                                                                                                                                                |  | November 30, 2024 |            |   | May 31, 2024 |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ------------ | -
|                                                                                                                                                                                                                                                                                                                |  | (Unaudited)       |            |   | (Audited)    |  
|                                                                                                                                                                                                                                                                                                                |  |                   |            |   |              |  
|ASSETS                                                                                                                                                                                                                                                                                                          |  |                   |            |   |              |  
|CURRENT ASSETS                                                                                                                                                                                                                                                                                                  |  |                   |            |   |              |  
|Cash and cash equivalents                                                                                                                                                                                                                                                                                       |  | $                 | 1,002      |   |              | $
|Accounts receivable                                                                                                                                                                                                                                                                                             |  |                   | 13,819     |   |              |  
|Other current assets                                                                                                                                                                                                                                                                                            |  |                   | 598        |   |              |  
|TOTAL CURRENT ASSETS                                                                                                                                                                                                                                                                                            |  |                   | 15,419     |   |              |  
|Right-of-use asset                                                                                                                                                                                                                                                                                              |  |                   | 19,347     |   |              |  
|TOTAL ASSETS                                                                                                                                                                                                                                                                                                    |  | $                 | 34,766     |   |              | $
|                                                                                                                                                                                                                                                                                                                |  |                   |            |   |              |  
|LIABILITIES                                    AND STOCKHOLDERS’ DEFICIENCY                                                                                                                                                                                                                                    |  |                   |            |   |              |  
|                                                                                                                                                                                                                                                                                                                |  |                   |            |   |              |  
|CURRENT LIABILITIES                                                                                                                                                                                                                                                                                             |  |                   |            |   |              |  
|Accounts payable and accrued expenses                                                                                                                                                                                                                                                                           |  | $                 | 166,119    |   |              | $
|Bank overdraft                                                                                                                                                                                                                                                                                                  |  |                   | 2,236      |   |              |  
|Related party payables                                                                                                                                                                                                                                                                                          |  |                   | 559,488    |   |              |  
|Short-term loans (net of amortization of loan fees)                                                                                                                                                                                                                                                             |  |                   | 112,629    |   |              |  
|SBA loan - current                                                                                                                                                                                                                                                                                              |  |                   | 14,592     |   |              |  
|Lease liabilities - current                                                                                                                                                                                                                                                                                     |  |                   | 17,610     |   |              |  
|TOTAL CURRENT LIABILITIES                                                                                                                                                                                                                                                                                       |  |                   | 872,674    |   |              |  
|                                                                                                                                                                                                                                                                                                                |  |                   |            |   |              |  
|LONG-TERM LIABILITIES                                                                                                                                                                                                                                                                                           |  |                   |            |   |              |  
|Notes payable                                                                                                                                                                                                                                                                                                   |  |                   | 77,437     |   |              |  
|SBA loan                                                                                                                                                                                                                                                                                                        |  |                   | 249,500    |   |              |  
|Lease liabilities                                                                                                                                                                                                                                                                                               |  |                   | –          |   |              |  
|TOTAL LONG-TERM LIABILITIES                                                                                                                                                                                                                                                                                     |  |                   | 326,937    |   |              |  
|TOTAL LIABILITIES                                                                                                                                                                                                                                                                                               |  |                   | 1,199,611  |   |              |  
|                                                                                                                                                                                                                                                                                                                |  |                   |            |   |              |  
|STOCKHOLDERS’ DEFICIENCY                                                                                                                                                                                                                                                                                        |  |                   |            |   |              |  
|Authorized 10,000,000 shares of preferred stock, without par value, 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 November 30, 2024, and May 31, 2024, respectively |  |                   | –          |   |              |  
|Common Stock, without par value: 20,000,000,000 shares authorized; 10,506,749,347 and 10,431,749,347 shares issued and outstanding at November 30, 2024, and May 31, 2024, respectively.                                                                                                                        |  |                   | –          |   |              |  
|Additional paid-in capital                                                                                                                                                                                                                                                                                      |  |                   | 4,325,068  |   |              |  
|Accumulated deficit                                                                                                                                                                                                                                                                                             |  |                   | (5,489,913 | ) |              |  
|TOTAL STOCKHOLDERS’ DEFICIENCY                                                                                                                                                                                                                                                                                  |  |                   | (1,164,845 | ) |              |  
|                                                                                                                                                                                                                                                                                                                |  |                   |            |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY                                                                                                                                                                                                                                                                  |  | $                 | 34,766     |   |              | $



The accompanying notes are an integral part ofthese consolidated financial statements.









3







CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,INC.

(formerly named China Infrastructure ConstructionCorp.)



CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                  |  |                                 |                |   |                               |   |                |      |  |   |                |  
|--------------------------------- |  | ------------------------------- | -------------- | - | ----------------------------- | - | -------------- | ---- |  | - | -------------- | -
|                                  |  | Three Months Ended November 30, |                |   | Six Months Ended November 30, |  
|                                  |  | 2024                            |                |   | 2023                          |   |                | 2024 |  |   | 2023           |  
|                                  |  |                                 |                |   |                               |   |                |      |  |   |                |  
|Revenues                          |  | $                               | 74,248         |   |                               | $ | 63,748         |      |  | $ | 253,135        |  
|Cost of revenues                  |  |                                 | 7,803          |   |                               |   | 15,092         |      |  |   | 16,165         |  
|Gross profit                      |  |                                 | 66,445         |   |                               |   | 48,656         |      |  |   | 236,970        |  
|                                  |  |                                 |                |   |                               |   |                |      |  |   |                |  
|Cost and expenses                 |  |                                 |                |   |                               |   |                |      |  |   |                |  
|General and administrative        |  |                                 | 40,128         |   |                               |   | 8,407          |      |  |   | 101,424        |  
|Contract labor                    |  |                                 | 54,296         |   |                               |   | 46,326         |      |  |   | 100,169        |  
|Professional fees                 |  |                                 | 7,112          |   |                               |   | 45,028         |      |  |   | 143,682        |  
|Officer compensation              |  |                                 | 6,000          |   |                               |   | 12,000         |      |  |   | 12,000         |  
|Rent and lease                    |  |                                 | 18,439         |   |                               |   | 31,210         |      |  |   | 36,687         |  
|Travel                            |  |                                 | 97             |   |                               |   | 197            |      |  |   | 239            |  
|Total operating expenses          |  |                                 | 126,072        |   |                               |   | 143,168        |      |  |   | 394,201        |  
|                                  |  |                                 |                |   |                               |   |                |      |  |   |                |  
|Operating loss                    |  |                                 | (59,627        | ) |                               |   | (94,512        | )    |  |   | (157,231       | )
|                                  |  |                                 |                |   |                               |   |                |      |  |   |                |  
|Other income (expense)            |  |                                 |                |   |                               |   |                |      |  |   |                |  
|Note Discount Expense             |  |                                 | (11,200        | ) |                               |   | –              |      |  |   | (11,200        | )
|Forgiveness of debt               |  |                                 | –              |   |                               |   | –              |      |  |   | 23,638         |  
|Interest                          |  |                                 | (8,701         | ) |                               |   | (29,916        | )    |  |   | (11,040        | )
|Total other income                |  |                                 | (19,901        | ) |                               |   | (29,916        | )    |  |   | 1,398          | )
|                                  |  |                                 |                |   |                               |   |                |      |  |   |                |  
|Net loss                          |  | $                               | (79,528        | ) |                               | $ | (124,428       | )    |  | $ | (155,833       | )
|                                  |  |                                 |                |   |                               |   |                |      |  |   |                |  
|Average common stock outstanding  |  |                                 | 10,497,459,730 |   |                               |   | 10,331,749,347 |      |  |   | 10,497,459,730 |  
|                                  |  |                                 |                |   |                               |   |                |      |  |   |                |  
|Average earnings (loss) per share |  | $                               | (0.000008      | ) |                               | $ | (0.00001       | )    |  | $ | (0.000015      | )



The accompanying notes are an integral part ofthese consolidated financial statements.











4







CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,INC.

(formerly named China Infrastructure ConstructionCorp.)



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)





|                                                    |  |                               |          |   |      |  
|--------------------------------------------------- |  | ----------------------------- | -------- | - | ---- | -
|                                                    |  | Six Months Ended November 30, |         
|                                                    |  | 2024                          |          |   | 2023 |  
|                                                    |  |                               |          |   |      |  
|OPERATING ACTIVITIES                                |  |                               |          |   |      |  
|Net loss                                            |  | $                             | (155,833 | ) |      | $
|Adjustments to reconcile net income:                |  |                               |          |   |      |  
|Adjustment for issuance of common stock for service |  |                               | 70,000   |   |      |  
|Amortization of right-of-use-asset and liability    |  |                               | 16,323   |   |      |  
|Changes in assets and liabilities                   |  |                               |          |   |      |  
|Accounts receivable                                 |  |                               | 6,320    |   |      |  
|Bank overdraft                                      |  |                               | (172     | ) |      |  
|Accounts payable and accrued expenses               |  |                               | (29,969  | ) |      |  
|Lease liability                                     |  |                               | (9,173   | ) |      |  
|NET CASH USED IN OPERATIONS                         |  |                               | (102,503 | ) |      |  
|                                                    |  |                               |          |   |      |  
|FINANCING ACTIVITIES                                |  |                               |          |   |      |  
|Proceeds from issuance of common stock              |  |                               | –        |   |      |  
|Rescission of shareholder stock purchase            |  |                               | –        |   |      |  
|Proceeds from (repayments of) short-term loans      |  |                               | (38,638  | ) |      |  
|Proceeds from shareholder loans                     |  |                               | 7,538    |   |      |  
|Change in notes payable                             |  |                               | 77,437   |   |      |  
|Change in lease liability                           |  |                               | –        |   |      |  
|Payments to SBA loan                                |  |                               | 139      |   |      |  
|Proceeds from related party loan                    |  |                               | 56,274   |   |      |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES           |  |                               | 102,750  |   |      |  
|                                                    |  |                               |          |   |      |  
|NET DECREASE IN CASH                                |  |                               | 247      |   |      |  
|                                                    |  |                               |          |   |      |  
|CASH AT BEGINNING OF PERIOD                         |  |                               | 755      |   |      |  
|                                                    |  |                               |          |   |      |  
|CASH AT END OF PERIOD                               |  | $                             | 1,002    |   |      | $
|                                                    |  |                               |          |   |      |  
|Supplemental disclosure of cash flow information    |  |                               |          |   |      |  
|Cash paid for interest                              |  | $                             | 11,040   |   |      | $
|Cash paid for taxes                                 |  | $                             | –        |   |      | $





The accompanying notes are an integral part ofthese consolidated financial statements.











5







CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,INC.

(formerly named China Infrastructure ConstructionCorp.)



CONSOLIDATED STATEMENTS OF STOCKHOLDERS’DEFICIENCY



(Unaudited)



|                                           |  | Series    A Convertible  Preferred Stock |           |  | Series                                            B Convertible Preferred                                            Stock |   |   | Common     Stock |  |  | Additional    Paid-In |  |  | Accumulated |   |  |         | 
|------------------------------------------ |  | ----------------------------------------- | --------- |  | ---------------------------------------------------------------------------------------------------------------------------- | - | - | ----------------- |  |  | ---------------------- |  |  | ----------- | - |  | ------- | 
|                                           |  | Shares                                    |           |  | Amount                                                                                                                       |   |   | Shares            |  |  | Amount                 |  |  | Shares      |   |  | Capital | 
|Balance - May 31, 2024                     |  |                                           | 2,500,000 |  |                                                                                                                              | $ | – |                   |  |  | 1,000                  |  |  | $           | – |  |         | 
|Issuance of common stock for services      |  |                                           | –         |  |                                                                                                                              |   | – |                   |  |  | –                      |  |  |             | – |  |         | 
|Issuance of Series B Preferred Shares      |  |                                           | –         |  |                                                                                                                              |   | – |                   |  |  | 1,000                  |  |  |             | – |  |         | 
|Net loss for the quarter                   |  |                                           | –         |  |                                                                                                                              |   | – |                   |  |  | –                      |  |  |             | – |  |         | 
|Balance - August 31, 2024                  |  |                                           | 2,500,000 |  |                                                                                                                              | $ | – |                   |  |  | 2,000                  |  |  | $           | – |  |         | 
|Return of common stock issued for services |  |                                           | –         |  |                                                                                                                              |   | – |                   |  |  | –                      |  |  |             | – |  |         | 
|Net loss for the quarter                   |  |                                           | –         |  |                                                                                                                              |   | – |                   |  |  | –                      |  |  |             | – |  |         | 
|Balance – November 30, 2024                |  |                                           | 2,500,000 |  |                                                                                                                              | $ | – |                   |  |  | 2,000                  |  |  | $           | – |  |         | 









|                                |  | Series    A Convertible Preferred Stock |           |  | Series                                            B Convertible Preferred                                            Stock |   |   | Common     Stock |  |  | Additional    Paid-In |  |  | Accumulated |   |  |         | 
|------------------------------- |  | ----------------------------------------- | --------- |  | ---------------------------------------------------------------------------------------------------------------------------- | - | - | ----------------- |  |  | ---------------------- |  |  | ----------- | - |  | ------- | 
|                                |  | Shares                                    |           |  | Amount                                                                                                                       |   |   | Shares            |  |  | Amount                 |  |  | Shares      |   |  | Capital | 
|Balance    - May 31, 2023      |  |                                           | 2,500,000 |  |                                                                                                                              | $ | – |                   |  |  | 1,000                  |  |  | $           | – |  |         | 
|Sales of common stock for cash  |  |                                           | –         |  |                                                                                                                              |   | – |                   |  |  | –                      |  |  |             | – |  |         | 
|Rescission of share sale        |  |                                           | –         |  |                                                                                                                              |   | – |                   |  |  | –                      |  |  |             | – |  |         | 
|Net loss for the quarter        |  |                                           | –         |  |                                                                                                                              |   | – |                   |  |  | –                      |  |  |             | – |  |         | 
|Balance    - August 31, 2023   |  |                                           | 2,500,000 |  |                                                                                                                              | $ | – |                   |  |  | 1,000                  |  |  | $           | – |  |         | 
|Net loss for the quarter        |  |                                           | –         |  |                                                                                                                              |   | – |                   |  |  | –                      |  |  |             | – |  |         | 
|Balance    – November 30, 2023 |  |                                           | 2,500,000 |  |                                                                                                                              | $ | – |                   |  |  | 1,000                  |  |  | $           | – |  |         | 





The accompanying notes are an integral part ofthese consolidated financial statements.









6







CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2024

(Unaudited)





Note 1 – Organization and Business



Organization and Operations



Cannabis Bioscience International Holdings, Inc.,a Colorado corporation (the “Company”), was formed on February 28, 2003, as a limited liability company under the name FidelityAircraft Partners LLC. On December 16, 2009, it converted to a corporation under the name Fidelity Aviation Corporation, and on August24, 2009, it changed its name to China Infrastructure Construction Corp. On February 28, 2018, the Company changed its name to HippocratesDirect Healthcare, Inc.; on July 4, 2018, it resumed the name China Infrastructure Construction Corp. On December 6, 2022, it changedits name to its present name. The Company provides educational systems focused on medical cannabis in 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



Accounting Principles



The accompanying unaudited consolidated financialstatements have been prepared by management using the accrual basis of accounting in accordance with accounting principles generallyaccepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Article10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all ofthe information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management,the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurringaccruals) to present the financial position of the Company at November 30, 2024, and the results of operations and cash flows for theperiods presented. The results of operations for the six months ended November 30, 2024, 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, 2024.



Use of Estimates



The preparation of financial statements in conformitywith U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilitiesand disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue andexpenses during the reporting periods. Making estimates requires management to exercise significant judgment. Certain of these estimatescould be affected by external conditions, including those unique to the Company’s businesses, and general economic conditions.These external conditions could 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.









7







Principles of Consolidation



The consolidated financial statements includethe accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.



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zero investment securities that were deemed cash equivalents at November 30, 2024, and May 31, 2024, respectively.



Accounts Receivable



Included in accounts receivable on the balancesheets are amounts primarily related to customers. The Company estimates losses on receivables based on known troubled accounts and historicalexperience of losses incurred. Receivables are considered impaired and written off when it is probable that all contractual paymentsdue will not be collected in accordance with the terms of the related agreement. Based on experience and the judgment of management,there was no allowance for doubtful accounts at November 30, 2024, and May 31, 2024.



Revenue Recognition



The Company follows the Financial AccountingStandards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts withCustomers (Topic 606), as amended. This standard requires a company to recognize revenues when it transfers goods or services tocustomers in an amount that reflects the consideration that it expects to receive for them.



Under ASU No. 2014-09, the Company recognizesrevenue when a customer obtains control of promised goods or services, or when they are shipped to a customer, in an amount that reflectsthe consideration that it expects to receive in exchange for them. The Company recognizes revenues following the five-step model prescribedunder ASU No. 2014-09: (a) it identifies a contract with a customer; (b) it identifies the performance obligations in the contract;(c) it determines the transaction price; (d) it allocates the transaction price to the performance obligations in the contract; and (e)it recognizes revenues when (or as) it satisfies its performance obligation.



The Company generates revenue from multiple streams,namely, clinical trials, consulting fees, seminars and merchandise sales. Revenues from product sales are recognized when a customerobtains control of the Company’s product, which occurs at a point in time or over time, typically upon shipment to the customeror when services are fulfilled and the customer receives benefit from such services. Revenue is deferred and a liability is establishedto the extent that the Company receives payments from customers in advance of goods being shipped or services being rendered.



The Company expenses incremental costs of obtaininga contract as and when incurred if the expected amortization period of the asset in which it would have been recognized is one year orless or the amount is immaterial.



A performance obligation is a contractual promiseto transfer a distinct product or service to a customer and is the unit of account in the new revenue standard. The contract transactionprice is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.Each contract has a single performance obligation as the promise to transfer the individual goods or services is not separately identifiablefrom other promises in the contracts and, therefore, not distinct. Revenue from contracts that satisfy the criteria for overtime recognitionis recognized as the work progresses. The majority of the Company’s revenue is derived from services provided to customers andis executed typically over a period that is typically between 1 to 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.









8







Our significant payment terms for customer contracts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. 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 financing component based on the guidance in ASC 606-10-32-196-16and -17, whereby the timing of when services are provided are 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 nonrefundablepayment in advance and are recorded as revenue when received.



There is no significant financing component toany contracts.



Contract Modifications



Contracts for the Company’s clinical trialbusiness are subject to modification. These modifications may create new, or change existing, enforceable rights and obligations of theparties thereto. Modifications are generally effected pursuant to an amendment or addendum to the original contract. A contract modificationis accounted for as a new contract if it reflects an increase in scope that is regarded as distinct from the original contract and ispriced in line with the standalone price for the related services. If a contract modification is not considered a new contract, the modificationis combined with the original contract and the impact on revenue recognition will depend on whether the remaining services are distinctfrom the original contract. If they are distinct from those in the original contract, all remaining performance obligations will be accountedfor on a prospective basis, with unrecognized consideration allocated to the remaining performance obligations. If the remaining goodsor services are not distinct, the modification will be treated as if it were a part of the existing contract and the effect that thecontract modification has on the transaction price and the measure of progress toward satisfaction of the performance obligations arerecognized as an adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the contract modificationon a cumulative catch-up basis.



Remaining Performance Obligations



The Company follows ASC 606, which requires theallocation of the transaction price to the remaining performance obligations of a contract and applies a practical expedient allowingit not to disclose the amount of the transaction price allocated to the remaining performance obligations for contracts with an originalexpected duration of one year or less. At November 30, 2024, and May 31, 2024, the Company had no remaining performance obligations.



Share-Based Payments



ASC 718, “Compensation – StockCompensation,” prescribes accounting and reporting standards for all share-based payment transactions. In June 2018, FASB issuedASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,which aligns accounting for share-based payments issued to non-employees to that of employees under the existing guidance of Topic718, with certain exceptions. This update supersedes previous guidance for share-based payments to non-employees under Subtopic 505-50,Equity – Equity-Based Payments to Non-Employees. This guidance became effective for the Company on January 1, 2019. Basedon its completed analysis, the Company has determined that adopting this guidance will not have a material impact on its financial statements.The Company follows FASB guidance related to equity-based payments, which requires that equity-based compensation be accounted for usinga fair value method and recognized as expense in the accompanying statements of operations. Equity-based compensation expense will berecognized as compensation expense.









9







Leases



The Company has adopted ASU 2016-02, Leases(Topic 842), along with related clarifications and improvements, under which lessees are required to recognize a lease liability,which represents the discounted obligation to make future minimum lease payments and a corresponding right-of-use asset on the balancesheet for most leases. The guidance retains the historical accounting for lessors and does not make significant changes to the recognition,measurement, and presentation of expenses and cash flows by a lessee. Enhanced disclosures are also required to give financial statementusers the ability to assess the amount, timing and uncertainty of cash flows arising from leases.



Cash Flows



The Company follows ASU 2016-18, “Statementof Cash Flows (Topic 230),” requiring that the statement of cash flows explain the change in the total cash, cash equivalents,and amounts generally described as restricted cash or restricted cash equivalents. The provisions of this guidance are to be appliedusing a retrospective approach, which requires application of the guidance for all periods presented.



Fair Value Measurements



The Company has adopted ASC Topic 820, FairValue Measurements, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuringfair value and expands disclosure of fair-value measurements.



The estimated fair value of certain financialinstruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, is carried at historicalcost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’sshort- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractualinterest rates taken together with other features, such as concurrent issuances of warrants and/or embedded conversion options, are comparableto rates of returns for instruments of similar credit risk.



ASC Topic 820 defines fair value as the exchangeprice that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous marketfor the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishesa fair-value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputswhen measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value:



Level 1: Quoted prices in active markets for identicalassets or liabilities.



Level 2: Quoted prices for similar assets and liabilitiesin active markets or inputs that are observable.



Level 3: Inputs that are unobservable (for example, cashflow modeling inputs based on assumptions).













10







Income Taxes



The Company accounts for income taxes in accordancewith Accounting Standards Codification No. 740, “Income Taxes”(“ASC 740”). This codification prescribesthe use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differencesbetween financial reporting and tax bases of assets and liabilities and for carryforward tax losses. Deferred taxes are measured usingthe enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuationallowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portionor all of the deferred tax asset will not be realized.



Deferred tax liabilities and assets are classifiedas current or noncurrent based on the classification of the related asset or liability for financial reporting or according to the expectedreversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting.



The Company accounts for uncertain tax positionsin accordance with the provisions of ASC 740, which provides guidance as to the determination of whether tax benefits claimed or expectedto be claimed on a tax return should be recorded in its financial statements, under which a company may recognize the tax benefit froman uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities,based on the technical merits of the position.



The tax benefits recognized in financial statementsfrom such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimatesettlement. Accordingly, the Company would report a liability for unrecognized tax benefits resulting from uncertain tax positions takenor expected to be taken in a tax return. The Company elects to recognize any interest and penalties, if any, related to unrecognizedtax benefits in tax expense.



Loss per Share



The Company computes basic earnings per shareamounts in accordance with Accounting Standards Codification Topic 260, “Earnings per Share.”Basic earnings per shareis calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstandingduring the reporting period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of commonstock, common stock equivalents and potentially dilutive securities outstanding during the period. At November 30, 2023, and November30, 2022, the Company had no dilutive securities.



Recently Issued Accounting Standards



The Company does not believe there are any otherrecently issued, but not yet effective, accounting standards that would have a significant impact on the Company’s financial positionor results of operations.













11









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 inception andits current cash balances will not meet its working capital needs. During the quarter ended November 30, 2024, the Company had loss fromoperations of $157,231, net cash used in operations of $102,503, a working capital deficit of $857,255 and an accumulated deficit of $5,489,913.



The ability of the Company to continue as a goingconcern depends on the successful execution of its operating plan, which includes expanding its operations and raising either debt orequity financing. There is no assurance that the Company will be able to expand its operations or obtain such financing on satisfactoryterms or at all. If the Company is unsuccessful in these endeavors, it may be required to curtail or cease its operations.



The accompanying financial statements do notinclude any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification ofliabilities that may result should the Company be unable to continue as a going concern.



Note 4 – Debt



PPP Loans



EIDL Loans



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pandemic. 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.



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 period. An additional$4,000 borrowed under EIDL, which was provided for payroll, was forgiven and recorded as Other Income during 2022.



The Company’s EIDL loans were recordedin the balance sheet as follows:



|                              |  |                               |         |  |                        |  
|----------------------------- |  | ----------------------------- | ------- |  | ---------------------- | -
|                              |  | November 30, 2024 (Unaudited) |         |  | May 31, 2024 (Audited) |  
|SBA (EIDL) current portion    |  | $                             | 14,592  |  |                        | $
|SBA (EIDL) noncurrent portion |  |                               | 249,500 |  |                        |  
|                              |  | $                             | 264,092 |  |                        | $









12







Short-Term Loans



The Company has entered into agreements underwhich it sold receivables to third parties. In accordance with ASC 470, these transactions are treated as loans encumbering the receivablesof the Company in the event of default and are accounted for as a debt, 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 at an annual interest rate of 20.9%, to be repaid    at the rate of $1,218 per week for one year. At November 30, 2024, the outstanding balance, including interest, was $54,029. Payments    under this agreement are in arrears and the Company is negotiating with the unrelated party to reschedule them.                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | · | 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. At November 30, 2024, the outstanding balance, including interest, was $1,674. 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 $37,745, bearing interest at the rate of 19% per annum,    to be repaid at the rate of $1,718 per month. At November 30, 2024, the outstanding balance, including interest, was $26,300. 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 (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 $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 as gain. 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. As of November 30, 2024, the balance of this loan, including interest, was $0.                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | · | On 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 November 30, 2024, the outstanding balance of this loan, including interest, was $15,073.                                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | · | 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 November 30, 2024, the outstanding balance of this loan, including interest, was $15,553.                                                                                                                                                                                                                                                                                                                                                                                                                                  



See Note 11 for information regarding a promissorynote made by the Company in favor of a related party and cash advances made during the year ended May 31, 2024, by the officers of theCompany.









13











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 in determining the present value of lease payments.



The following amounts related to leases wererecorded in the balance sheets:



|                               |  |                               |        |   |                        |  
|------------------------------ |  | ----------------------------- | ------ | - | ---------------------- | -
|                               |  | November 30, 2024 (Unaudited) |        |   | May 31, 2024 (Audited) |  
|Right-of-use asset             |  | $                             | 26,827 |   |                        | $
|Less: Accumulated amortization |  |                               | (7,480 | ) |                        |  
|Right-of-use asset, net        |  | $                             | 19,347 |   |                        | $
|                               |  |                               |        |   |                        |  
|Lease liabilities – current    |  | $                             | 17,610 |   |                        |  
|Lease liabilities – noncurrent |  |                               | –      |   |                        |  
|                               |  | $                             | 17,610 |   |                        | $



The Company reimburses related parties for anoffice space operating lease under a month-to-month arrangement, payable at the discretion of management. See Note 10.



The Company’s total operating lease expensewas $36,687 and $31,210 during the quarters ended November 30, 2024, and November 30, 2023, respectively. See Note 10 for additionallease information.



Note 6 -- Revenue



Most of the Company’s revenue is generatedby the performance of services to customers and recognized at a point in time based on the evaluation of when the customer obtains controlof the products. Revenue is recognized when all performance obligations under the terms of a contract are satisfied, net of certain taxes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 information:



|                |  |                                 |        |  |                               |   |        |      |  |   |         | 
|--------------- |  | ------------------------------- | ------ |  | ----------------------------- | - | ------ | ---- |  | - | ------- | 
|                |  | Three Months Ended November 30, |        |  | Six Months Ended November 30, |  
|                |  | 2024                            |        |  | 2023                          |   |        | 2024 |  |   | 2023    | 
|Clinical trials |  | $                               | 73,781 |  |                               | $ | 52,010 |      |  | $ | 252,167 | 
|Consulting fees |  |                                 | –      |  |                               |   | 8,334  |      |  |   | –       | 
|Seminar fees    |  |                                 | –      |  |                               |   | 1,975  |      |  |   | –       | 
|Royalties       |  |                                 | –      |  |                               |   | –      |      |  |   | –       | 
|Merchandise     |  |                                 | 467    |  |                               |   | 1,429  |      |  |   | 968     | 
|Total revenue   |  | $                               | 74,248 |  |                               | $ | 63,748 |      |  | $ | 253,135 | 



Cost of revenue consists of third-party costsassociated with patient stipends, sleep study fees and audio/video fees. At November 30, 2024, and November 30, 2023, cost of revenuestotaled $16,165 and $23,912, respectively.







14







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 inseries.



Preferred Stock



The Company has designated 2,500,000 shares ofpreferred stock as Series A Convertible Preferred Stock (the “Series A Stock”). Until July 20, 2022, each share had a parvalue of $0.001; on that date, the Company amended its articles of incorporation to provide that each such share has no par value. Underthis amendment, (i) Series A Stock is entitled to receive dividends on the shares of Common Stock into which such shares are convertible,(ii) has the voting power of the number of shares of Common Stock into which such shares are convertible, (iii) is redeemable at theoption of the Company for a redemption price equal to the number of shares of Common Stock into which the redeemed shares are convertibleand (iv) are senior to the Common Stock and junior to the Series B Convertible Preferred Stock described below. At November 30, 2024,and May 31, 2024, there were 2,500,000 shares of Series A Stock issued and outstanding.



On July 20, 2022, the Company designated a seriesof preferred stock, named Series B Preferred Convertible Preferred Stock, comprising 1,000 shares (“Series B Preferred”).The shares of this series have no par value, are not entitled to dividends, have no liquidation rights, are not redeemable, are not convertible,have 60% of the Company’s voting power and rank senior to the Common Stock and Series A Convertible Preferred Stock. The 1,000preferred shares were issued in exchange for Common Stock to an existing common shareholder. The Company has deemed the value of thepreferred and common shares to be the same, resulting in no change to additional paid capital.



Common Stock



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.



On October 28, 2024, an unrelated party returned50,000,000 shares of Common Stock to the Company in consideration of the termination of a services agreement.



At November 30, 2024, and May 31, 2024, therewere respectively 10,506,749,347 and 10,431,749,347 shares of Common Stock issued and outstanding.



Note 8 – Share-Based Compensation



On July 20, 2022, the Company adopted its 2022Equity Incentive Plan, which provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restrictedstock, unrestricted stock, restricted stock units and performance awards to directors, officers, employees and consultants, as determinedby the Board, as plan administrator. The Company will recognize as share-based compensation expense all share-based payments to employeesover the requisite service period (generally the vesting period) in its consolidated statements of operations based on the fair valuesof the awards that are issued.









15







Note 9 – Income Taxes



The Company provides for income taxes under ASC740. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences betweenthe financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse.A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize taxassets through future operations.



On December 22, 2017, the 2017 Tax Cuts and JobsAct (the “Tax Act”) was enacted into law, making significant changes to the Code. These changes included a federal corporatetax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation froma worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign earnings.The Company is required to recognize the effect of the tax law changes in the period of enactment, such as re-measuring its U.S. deferredtax assets and liabilities as well as reassessing the net realizability of its deferred tax assets and liabilities. The Tax Act did not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 $5,489,913 and $4,988,953 atNovember 30, 2024, and November 30, 2023, 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 2017 to 2024 remain subjectto examination.



Note 10 – Commitments and Contingencies



The Company leased premises of approximately4,500 square feet located at 6201 Bonhomme Road, Suites 460S and 466S, Houston, Texas. The lease provided for a base rent of $3,382 permonth, increasing to (i) $3,529 per month on July 1, 2020, (ii) $3,676.04 per month on July 1, 2021, and (iii) $3,823 per monthon July 1, 2022, subject to CPI increase. On March 23, 2023, the Company amended the lease to extend its term to June 30, 2024, at abase rent of $4,779 per month. For information regarding the recording of the right-of-use asset and the lease liability in the balancesheets with respect to this lease, see Note 5. This lease was terminated effective May 1, 2024, and on that date, the Company leasedpremises of approximately 1,367 square feet located at 6201 Bonhomme Road, Suite 435N, Houston, Texas, under a lease dated April 12,2024. This lease, which has a one-year term that commenced on May 1, 2024, provides for base rent of $1,631 per month.



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.









16







Note 11 – Related Party Transactions



See Note 7 for information respecting the issuanceof the Company’s equity securities to related parties and Note 10 for information respecting the lease of real property to theCompany by two of its officers.



During the year ended May 31, 2023, the Companyreceived cash advances from related parties of $101,335 for use as working capital.



At November 30, 2024. and May 31, 2024, the Companywas indebted to related parties for cash advances made by them for use as working capital in the respective amounts of $559,488 and $503,214.



On September 1, 2024, the Company entered into a loan agreement with related parties in the principal amountof $75,000 at an interest rate of 15% per annum, which will mature on March 1, 2025. The repayment terms are as follows: on March 1, 2025,$40,000; on April 1, 2025, a payment of $15,417; on May 1, 2025, a payment of $15,417; and on June 1, 2025, a payment of $15,416.



Note 12 – Off-Balance-Sheet Arrangements



The Company has no off-balance sheet arrangements.



Note 13 – Concentration of Risk



The Company had revenue of $253,135 and $136,569 for thesix months ended November 30, 2024, and November 30, 2023, respectively.



The Company had two customers that provided 80% and 18% of grossrevenue for the six months ended November 30, 2024, and one customer provided 54% and another six customers provided 36% of grossrevenue for the six months ended November 30, 2023.



Note 14 – Subsequent Events



On November 7, 2024, the Company entered a loanagreement with a related party in the principal amount of $50,000, at an interest rate of 13% per annum, which will mature on September15, 2025, and is repayable as follows: on May 15, 2025 , a payment of $37,968; on June 15, 2025, a payment of $9,492; on July 15, 2025,a payment of $9,492; on August 15, 2025, a payment of $9,492; and on September 15, 2025, a payment of $9,492.



On December 27, 2024, the Company issued 250,000,000shares of Common Stock to a related party for $75,000.



Management has evaluated all other subsequentevents when these consolidated financial statements were issued and has determined that none of them requires disclosure herein.

















17









Item 2. 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.



Introduction



The financial data discussed below are derivedfrom the unaudited consolidated financial statements of the Company as of November 30, 2024, 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, 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



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



Going Concern





As indicated in Note 3 of the notes to the auditedconsolidated financial statements for the year ended May 31, 2024, 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, increasing sales of existing services and introducing new productsand 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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.









18







Results of Operations



Comparison of the Three Months Ended November 30, 2023, andNovember 30, 2022



The following table sets forth information fromthe statements of operations for the three months ended November 30, 2023, and November 30, 2022.



|                         |  | Three Months Ended November 30, |        
|------------------------ |  | ------------------------------- | -------
|                         |  | 2024                            |        
|Revenues                 |  | $                               | 74,248 
|Cost of revenues         |  |                                 | 7,803  
|Gross profit             |  |                                 | 66,445 
|                         |  |                                 |        
|Total operating expenses |  |                                 | 126,072
|Operating loss           |  |                                 | (59,627
|                         |  |                                 |        
|Non-operating expense:   |  |                                 |        
|Interest                 |  |                                 | (8,701 
|Note discount            |  |                                 | (11,200
|Net loss                 |  | $                               | (79,528



Revenues



Revenues were $74,248 and $63,748 for the threemonths ended November 30, 2024, and November 30, 2023, respectively. The increase was primarily due to a $10,500 increase in revenuesfrom clinical trials sales.



Cost of Revenues



Cost of revenues for the three months ended November30, 2024, and November 30, 2023, were $7,803 and $15,092, respectively. The difference was primarily due to a reduction in cost of revenuesin clinical trials.



Total Operating Expenses



The following table sets forth total operatingexpenses for the three months ended November 30, 2024, and November 30, 2023:



|                           |  | Three Months Ended November 30, |        
|-------------------------- |  | ------------------------------- | -------
|                           |  | 2024                            |        
|General and administrative |  | $                               | 40,128 
|Contract labor             |  |                                 | 54,296 
|Professional fees          |  |                                 | 7,112  
|Officer compensation       |  |                                 | 6,000  
|Rent                       |  |                                 | 18,439 
|Travel                     |  |                                 | 97     
|Total operating expenses   |  | $                               | 126,072



Total operating expenses were $126,072 and $143,168for the three months ended November 30, 2024, and November 30, 2023, respectively. The decrease is attributable to reductions of $37,916,$6,000 and $12,771 in professional fees, officer compensation and rent and lease, respectively, offset by an increase of $31,721 in generaland administrative.







19







Operating Loss



Operating income/loss increased from a loss of$94,512 for the quarter ended November 30, 2023 to a loss of $59,627 for the three months ended November 30, 2024, primarily due to anincrease of revenue from clinical trial of $10,500 and a decrease in total operating expenses of $17,096.



Other Income



For the three months ended November 30, 2024,and November 30, 2023, interest was $8,701 and $29,916, respectively, while the note discount expense was $11,200 for the three monthsended November 30, 2024.



Net Loss



Net income for the three months ended November30, 2024 was $79,528 versus the net loss of $124,428 for the three months ended November 30, 2023, for the reasons described above.



Comparison of the Six Months Ended November 30, 2024, and November30, 2023



The following table sets forth information fromthe statements of operations for the six months ended November 30, 2024, and November 30, 2023.



|                                |  | Six Months Ended November 30, |         
|------------------------------- |  | ----------------------------- | --------
|                                |  | 2024                          |         
|Revenues                        |  | $                             | 253,135 
|Cost of revenues                |  |                               | 16,165  
|Gross profit                    |  |                               | 236,970 
|                                |  |                               |         
|Total operating expenses        |  |                               | 394,201 
|Operating loss                  |  |                               | (157,231
|                                |  |                               |         
|Non-operating income (expense): |  |                               |         
|Interest                        |  |                               | (11,040 
|Forgiveness of debt             |  |                               | 23,638  
|Note discount                   |  |                               | (11,200 
|Net loss                        |  | $                             | (155,833



Revenues



Revenues were $253,135 and $136,569 for the sixmonths ended November 30, 2024, and November 30, 2023, respectively. The increase was primarily due to increase in clinical trial andconsulting fees amounting to $137,199 and $16,667, respectively.







20







Cost of Revenues



Cost of revenues for the six months ended November 30, 2024, and November30, 2023, were $16,165 and $23,912, respectively. The difference was primarily due to a $7,747 decrease in cost of revenues for clinicaltrials.



Total Operating Expenses



The following table sets forth total operatingexpenses for the six months ended November 30, 2023, and November 30, 2022:



|                           |  | Six Months Ended November 30, |        
|-------------------------- |  | ----------------------------- | -------
|                           |  | 2024                          |        
|General and administrative |  | $                             | 101,424
|Contract labor             |  |                               | 100,169
|Professional fees          |  |                               | 143,682
|Officer compensation       |  |                               | 12,000 
|Rent                       |  |                               | 36,687 
|Travel                     |  |                               | 239    
|Total operating expenses   |  | $                             | 394,201



Total operating expenses were $394,201 and $380,839for the six months ended November 30, 2024, and November 30, 2023, respectively. The decrease was primarily attributable to reductionsof $41,811, $15,476 and $12,000 in contract labor, rent and lease, and officer compensation, respectively, offset by an increase of $48,048in general and administrative..



Operating Loss



Operating loss decreased from $268,182 for thesix months ended November 30, 2023, to $157,231 for the six months ended November 30, 2024, primarily due to increase in revenue fromclinical trial amounting to $137,199 and decrease in operating expense from contract labor of $41,811.



Other Income (Expense)



For the six months ended November 30, 2024, andNovember 30, 2023, interest was $11,040 and $38,035, respectively. During the six months ended November 30, 2024, the Company recordedincome of $23,638 from forgiveness of a loan and an expense from note discount amounting to $11,200. As a result, other income (expense)for the six months ended November 30, 2024, and November 30, 2023, showed income of $1,398 and loss of $38,035, respectively.



Net Loss



The net loss for the six months ended November30, 2024, was $155,833, versus $306,217 for the six months ended November 30, 2023, for the reasons described above.









21







Changes in Financial Condition and Resultsof Operations



At November 30, 2024, the Company had $1,002in cash and cash equivalents and accounts receivable of $13,819, negative working capital of $857,255 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 and no commitments for capital expenditures. The Company had a balance of cash and cash equivalents of $1,002 onthe date of this Report.



During the six months ended November 30, 2024,the Company had net cash used in operations of $102,503, while during the quarter ended November 30, 2023, the Company had net cash usedin operations of $295,867. On the other hand, during the six months ended November 30, 2024, the Company had net cash provided in financingof $102,750, while during the quarter ended November 30, 2023, the Company had net cash provided in financing of $287,290. During theyears ended May 31, 2024, and May 31, 2023, the Company had net cash used in operations of $479,382 and $898,367, respectively, and netcash provided by financing activities of $471,224 and $875,298, respectively. The Company had accumulated deficits of $5,273,234 at November30, 2024, and $5,334,081 at May 31, 2024.



Off-Balance-Sheet Arrangements



The Company has no off-balance-sheet arrangements.



Recent Accounting Pronouncements



Refer to Note 2 of the accompanying financialstatements.



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.



Item 4. Controls and Procedures.



Evaluation of Disclosure Controls and Procedures



The Company’s management has evaluatedthe effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)under the Exchange Act) as of November 30, 2024. Based on this evaluation, the principal executive officer and the principal accountingofficer concluded that these disclosure controls and procedures were not effective as of such date, at a reasonable level of assurance,in ensuring that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Actis: (i) accumulated and communicated to management (including its principal executive officer and principal accounting officer) in atimely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.



Changes in Internal Control Over FinancialReporting



There were no changes in internal control overfinancial reporting during the three months ended November 30, 2024, that have materially affected, or are reasonably likely to materiallyaffect, the Company’s internal control over financial reporting.











22







PART II – OTHER INFORMATION



Item 1. Legal Proceedings.



None.



Item 1A. Risk Factors.



The Company is a smaller reporting company asdefined by Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) and accordingly is not requiredto provide information under this item.



Item 2. Unregistered Sales of Equity Securitiesand Use of Proceeds.



Unregistered Sales of Equity Securities



During the three months that ended November 30,2024, the Company issued (i) 125,000,000 shares of Common Stock to an officer of the Company as compensation for his services in suchcapacity during the year ended May 31, 2024, and (ii) 1,000 shares of Series B Preferred Stock to an officer and director of the Companyin consideration of services to be rendered in raising capital. These issuances were made in reliance upon the exemptions from registrationafforded by Sections 4(a)(2) and/or 4(d) of the Securities Act of 1933 and/or Rule 506(b) or (c) promulgated thereunder.



Use of Proceeds



On December 5, 2023, the Company’s RegistrationStatement on Form S-1 was declared effective. The Company registered 6,250,000,000 shares of Common Stock for sale for its account, inaddition to 3,837,154,885 shares of Common Stock that may be sold by certain selling stockholders. As of the date of the date of thisreport, the Company has sold no shares and accordingly has received no proceeds of the offering.



Item 3. Defaults Upon Senior Securities.



None.



Item 4. Mine Safety Disclosures.



Not applicable.



Item 5. Other Information.



Insider Trading Arrangements and Related Disclosure



During the three months ended November 30, 2024,none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 tradingarrangement,” as each term is defined in Item 408(a) of Regulation S-K.









23







Item 6. Exhibits.



|Exhibit    Number |  | Title                                                                                                                                                                        
|------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                              
|31                 |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Accounting Officer*                                                                      
|32                 |  | Section 1350 Certification of Principal Executive Officer and Principal Accounting Officer*                                                                                  
|101.INS**          |  | Inline XBRL    Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the    Inline XBRL document)
|101.SCH**          |  | Inline XBRL    Taxonomy Extension Schema Document                                                                                                                           
|101.CAL**          |  | Inline XBRL    Taxonomy Extension Calculation Linkbase Document                                                                                                             
|101.DEF**          |  | Inline XBRL    Taxonomy Extension Definition Linkbase Document                                                                                                              
|101.LAB**          |  | Inline XBRL    Taxonomy Extension Label Linkbase Document                                                                                                                   
|101.PRE**          |  | Inline XBRL    Taxonomy Extension Presentation Linkbase Document                                                                                                            
|104**              |  | Cover Page    Interactive Data File (embedded within the Inline XBRL document)                                                                                              

____________

| | *  | Filed herewith          
| | -- | ------------------------
| | ** | To be filed by amendment





















24







SIGNATURES



Pursuant to the requirements of theSecurities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.





|                           | CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,    INC.
|-------------------------- | ----------------------------------------------------
|                           |                                                     
|Date: January    21, 2025 | By:                                                 
|                           |                                                     



































25