[10-Q] Cannabis Bioscience International Holdings, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Cannabis Bioscience International Holdings (CBIH) reported Q1 results for the quarter ended August 31, 2025. Revenue fell to $24,200 from $178,887 a year ago, driven mainly by fewer clinical trial contracts. Gross profit was $16,057, with operating expenses of $90,841, leading to an operating loss of $74,784. After other items, including a $29,322 gain from the change in derivative liabilities and $17,368 of interest expense, net loss was $82,645 (vs. $76,305 last year).

Liquidity remains tight. Cash was $223 at quarter-end, and the company disclosed a working capital deficit of $996,728 and a stockholders’ deficiency of $(1,246,228), with total liabilities of $1,265,170. Management states there is substantial doubt about the company’s ability to continue as a going concern. Two customers represented 95% of quarterly revenue. The company noted no sales under its effective S-1 to date. Shares outstanding were 11,626,749,347 as of October 22, 2025.

Positive

• None.

Negative

• Revenue decline: Quarterly revenue dropped to $24,200 from $178,887, led by fewer clinical trial contracts.
• Going concern: Management disclosed substantial doubt about the company’s ability to continue as a going concern.
• Liquidity strain: Cash of $223 and a working capital deficit of $996,728 indicate significant near-term funding risk.
• Equity deficit: Stockholders’ deficiency widened to $(1,246,228) with total liabilities at $1,265,170.
• Concentration risk: Two customers accounted for 95% of quarterly revenue.

Insights

Equity and Credit Analyst

Revenue collapsed and liquidity is strained, with a going concern warning.

CBIH posted revenue of $24,200 for the quarter ended Aug 31, 2025, down sharply from $178,887. Operating loss narrowed to $74,784 mainly due to lower non-cash expenses, but the business generated a net loss of $82,645. Customer concentration remained high, with two customers providing 95% of revenue.

Liquidity is a key pressure point: period-end cash was $223, working capital deficit was $996,728, and stockholders’ deficiency was $(1,246,228). Management cites substantial doubt about continuing as a going concern, and financing dependence persists. Interest expense of $17,368 and cash interest paid of $136,262 weigh on cash flows.

Future performance hinges on clinical trial contract volume and access to funding. Subsequent filings may detail any capital raises or contract wins needed to stabilize operations.

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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 August 31, 2025

☐ 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)

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 the latest practicable date: 11,626,749,347 shares of common stock were outstanding on October 22, 2025.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

for the Quarterly Period Ended August 31, 2025

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		21
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		22
Item 1A.	Risk Factors		22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3.	Defaults upon Senior Securities		22
Item 4.	Mine Safety Disclosures		22
Item 5.	Other Information		22
Item 6.	Exhibits		22
SIGNATURES			23

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

		August 31, 2025				May 31, 2025
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	223			$	12,952
Accounts receivable			8,966				6,380
Related party receivables			9,155				9,155
Other current assets			598				598
TOTAL CURRENT ASSETS			18,942				29,085
Right-of-use asset			–				2,795
TOTAL ASSETS		$	18,942			$	31,880
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	101,297			$	100,343
Deferred revenues			12,000				–
Credit cards			30,327				30,327
Accrued interest			22,095				22,095
Related-party payables			717,275				623,474
Short-term loans (net of amortization of loan fees)			111,721				111,722
SBA loans current			14,592				14,592
Derivative liabilities			–				29,322
Lease liabilities			–				4,906
Convertible note			6,363				9,182
TOTAL CURRENT LIABILITIES			1,015,670				945,963
LONG-TERM LIABILITIES
SBA loans			249,500				249,500
TOTAL LONG-TERM LIABILITIES			249,500				249,500
TOTAL LIABILITIES			1,265,170				1,195,463
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 (2,500,000 shares outstanding at August 31, 2025, and May 31, 2025) and 2,000 shares have been designated Series B Preferred Stock (2,000 shares outstanding at August 31, 2025, and May 31, 2025)			–				–
Common Stock, without par value: 20,000,000,000 shares authorized, of which 11,626,749,347 shares were issued and outstanding at August 31, 2025, and May 31, 2025			–				–
Additional paid-in capital			4,719,318				4,719,318
Accumulated deficit			(5,965,546	)			(5,882,901	)
TOTAL STOCKHOLDERS’ DEFICIENCY			(1,246,228	)			(1,163,583	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		$	18,942			$	31,880

See accompanying notes to condensed consolidated financial statements.

3

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		Three Months Ended August 31,
		2025				2024
Revenues		$	24,200			$	178,887
Cost of revenues			8,143				8,362
Gross profit			16,057				170,525
Cost and expenses
General and administrative			23,308				61,296
Contract labor			42,520				45,873
Professional fees			7,741				36,570
Officer compensation			6,000				6,000
Share-based compensation			–				100,000
Rent and lease			11,059				18,248
Travel			213				142
Total operating expenses			90,841				268,129
Loss from operations			(74,784	)			(97,604	)
Other income (expense)
Amortization of Discount			(19,815	)			–
Forgiveness of Debt			–				23,638
Change in value of derivative liabilities			29,322				–
Interest			(17,368	)			(2,339	)
Total other income (expense)			(7,861	)			21,299
Net loss		$	(82,645	)		$	(76,305	)
Average common stock outstanding			11,626,749,347				10,458,923,260
Average earnings (loss) per share		$	(0.000007	)		$	(0.000007	)

See accompanying notes to condensed consolidated financial statements.

4

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Three Months Ended August 31,
		2025				2024
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)		$	(82,645	)		$	(76,305	)
Adjustment to reconcile net cash used in operations:
Issuance of common stock for services			–				100,000
Amortization of right-of-use asset and liability			–				8,133
Change in value of derivative liabilities			(29,322	)			–
Changes in assets and liabilities:
Accounts receivable			(2,586	)			2,963
Accounts payable and accrued expenses			952				(59,786	)
Deferred revenue			12,000				–
Bank overdraft			–				(860	)
Credit cards			–				–
Accrued interest			–				–
Lease liability (net)			(2,111	)			(4,558	)
Related party payables			–				–
NET CASH USED IN OPERATIONS			(103,712	)			(30,413	)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock			–				–
Change in lease liabilities			–				–
Change in notes payable			(2,818	)			(38,638	)
Repayment of SBA loans			–				139
Repayment of related-party loan			–				–
Proceeds from related-party loan			93,801				69,126
NET CASH PROVIDED BY FINANCING ACTIVITIES			90,983				30,627
NET INCREASE (DECREASE) IN CASH			(12,729	)			214
CASH AT BEGINNING OF PERIOD			12,952				755
CASH AT END OF PERIOD		$	223			$	969
Supplemental disclosure of cash flow information
Cash paid for interest		$	136,262			$	2,339
Cash paid for taxes		$	–			$	–

See accompanying notes to condensed consolidated financial statements.

5

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED AUGUST 31, 2025

(Unaudited)

		Series A Convertible Preferred Stock								Series B Preferred Stock								Common Stock				Additional Paid-In				Accumulated
		Shares				Amount				Shares				Amount				Shares				Capital				Deficit				Total
Balance - May 31, 2025			2,500,000			$	–				2,000			$	–				11,626,749,347			$	4,719,318			$	(5,882,901	)		$	(1,163,583	)
Net loss for the quarter			–				–				–				–				–				–				(82,645	)			(82,645	)
Balance - August 31, 2025			2,500,000			$	–				2,000			$	–				11,626,749,347			$	4,719,318			$	(5,965,546	)		$	(1,246,228	)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED AUGUST 31, 2024

(Unaudited)

		Series A Convertible Preferred Stock								Series B Preferred Stock								Common Stock				Additional Paid-In				Accumulated
		Shares				Amount				Shares				Amount				Shares				Capital				Deficit				Total
Balance - May 31, 2024			2,500,000			$	–				1,000			$	–				10,431,749,347			$	4,255,068			$	(5,334,081	)		$	(1,079,013	)
Issuance of common stock for services			–				–				–				–				125,000,000				100,000				–				100,000
Issuance of shares of Series B Preferred			–				–				1,000				–				–				–				–				–
Net income for the quarter			–				–				–				–				–				–				(76,305	)			(76,305	)
Balance - August 31, 2024			2,500,000			$	–				2,000			$	–				10,556,749,347			$	4,355,068			$	(5,410,385	)		$	(1,055,317	)

See accompanying notes to condensed consolidated financial statements.

6

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2025
(Unaudited)

Note 1 – 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 the United States; provides services to third parties in therapeutic areas of clinical; and is developing cannabidiol-based products.

Note 2 – Summary of Significant Accounting 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 August 31, 2025, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 2025, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto for the year ended May 31, 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions. 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.

Principles of Consolidation

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

7

Cash and Cash Equivalents

Cash equivalents are short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less at the date acquired. The Company had no investment securities that were deemed cash equivalents at August 31, 2025, and May 31, 2025.

Accounts Receivable

Included in accounts receivable on the balance sheets are amounts primarily related to customers. The Company estimates losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written off when it is probable that all contractual payments due will not be collected in accordance with the terms of the related agreement. Based upon experience and the judgment of management, there was no allowance for doubtful accounts at August 31, 2025, and May 31, 2025.

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 if the amount is immaterial.

A performance obligation is a contractual promise to transfer a distinct product or service to a customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Each contract has a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. Revenue from contracts that satisfy the criteria for overtime recognition is recognized as the work progresses. The majority of the Company’s revenue is derived from services provided to customers and is typically executed y over a period that is typically between 1 and 12 months, based on evaluation of when these services are rendered Contracts will continue to be recognized over time because of the continuous transfer of control to the customer as services are rendered to customers. Payments made by customers in advance of services being rendered are recorded as deferred revenue.

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 components, based upon the guidance in ASC 606-10-32-196-16 and -17, whereby the timing of when services are provided is at the discretion of the customers, or a substantial amount of the consideration promised by the customer is variable and not in the control of the customer or the Company.

Contracts for educational services require nonrefundable payment in advance and are recorded as revenue when received.

There is no significant financing component to any contracts.

8

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

Share-Based Payments

ASC 718, “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions. In June 2018, FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to non-employees with that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for share-based payments to non-employees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The Company follows FASB guidance related to equity-based payments, which requires that equity-based compensation be accounted for using a fair value method and recognized as expense in the accompanying statements of operations. Equity-based compensation expense will be recognized as compensation expense.

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 the application of the guidance for all periods presented.

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Fair Value Measurements

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

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, is carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The 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).

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 assets 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.

Income (Loss) per Share

The Company computes basic earnings per share amounts in accordance with Accounting Standards Codification Topic 260, “Earnings per Share.” (“ASC 260”) Under ASC 260, (i) basic earnings (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period and (ii) diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. At August 31, 2025, and August 31, 2024, the Company had no dilutive securities.

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Recently Issued Accounting Standards

In November 2024, FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires disclosure of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and amortization. As clarified on the subsequent amendment, ASU No. 2025-01, issued by FASB in January 2025, this guidance is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending May 31, 2028, and subsequent interim periods. Early adoption is permitted and may be applied either prospectively or retrospectively. The Company is currently evaluating the timing of its adoption of this ASU and the impact on its consolidated financial statements.

In November 2023, FASB issued ASU 2023-07 to enhance disclosures of significant expense and segment profitability categories and amounts for each of the Company’s reportable business segments. The amendments are effective in annual periods beginning after December 15, 2023, and subsequent interim periods, with early adoption permitted. The Company has adopted this amendment. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements.

In March 2024, FASB issued ASU 2024-01 to clarify how an entity should determine whether a profits interest or similar award should be accounted for as a share-based payment arrangement or similar to a cash bonus or profit-sharing arrangement. The amendments are effective in annual periods beginning after December 15, 2024, and interim periods within those annual periods, with early adoption permitted. The Company adopted the provisions of the amendments as of January 1, 2025. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements.

In October 2023, FASB issued ASU 2023-06 to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in FASB accounting standard codification with the SEC's regulations. The amendments will be effective on the date the SEC removes related disclosure requirements from Regulation S-X or Regulation S-K. If by June 30, 2027, the SEC has not removed the applicable disclosure requirements, the pending amendments will not become effective. Early adoption is prohibited. The Company does not expect the future adoption of this amendment to have a material impact on its consolidated financial statements since the Company is currently subject to the SEC’s disclosure and presentation requirements under Regulation S-X and Regulation S-K.

In December 2023, FASB issued ASU 2023-09 to improve disclosures and presentation requirements to the transparency of the income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments are effective in annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the provisions of the amendments, which are not expected to have an impact on its financial condition or results of operations. The Company expects to adopt this guidance in its Annual Report on Form 10-K for the year ending May 31, 2026.

In November 2024, FASB issued ASU 2024-03, which was further clarified through the issuance of ASU 2025-01 in January 2025, to improve disclosure on an entity’s expenses and provide more detailed information for specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments are effective in annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

In November 2024, FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires enhanced disclosures about types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization, in commonly presented expense captions. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments prospectively or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact that this guidance will have on the disclosures within our consolidated financial statements. While ASU 2024-03 will impact only our disclosures and not our financial condition and results of operations, we are assessing when we will adopt ASU 2024-03.

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In May 2025, FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”), which clarifies the guidance on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer, with the intent to reduce diversity in practice and improve existing guidance by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. ASU 2025-04 also clarifies the guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer “regardless of whether an award’s grant date has occurred.” ASU 2025-04 is effective for our reporting period beginning January 1, 2027, with early adoption permitted. We are currently assessing the impact that the adoption of ASU 2025-04 will have on the disclosures in our annual consolidated financial statements.

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

Note 3 – Going Concern

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates the Company’s continuation as a going concern in accordance with ASC 240-40-50. The Company’s history of recurring losses, negative working capital and negative cash flows from operating activities raises substantial doubt about its ability to continue as a going concern. The Company has not generated sufficient income to cover its operating expenses since its inception. During the quarter ended August 31, 2025, the Company had net loss from operations of $82,645, net cash used in operations of $103,712, a working capital deficit of $996,728 and an accumulated deficit of $5,965,546.

The 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

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.

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.

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

Schedule of EIDL loans
		August 31, 2025				May 31, 2025
SBA (EIDL) – current		$	14,952			$	14,592
SBA (EIDL) – noncurrent			249,500				249,500
Accrued interest			22,095				22,095
Total EIDL loans		$	286,547			$	286,187

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Short-Term Debt

Non-Convertible Loans and Financing Agreements

The Company has entered into loans under which it borrowed money and financing agreements under which it sold receivables to third parties. In accordance with ASC 470, the financing agreements are treated as loans encumbering the receivables of the Company in the event of default and are accounted for as indebtedness, such that payments are allocated to principal and interest expense as they are made. These transactions are as follows:

· In May 2022, the Company entered into a financing agreement with an unrelated party for a loan of $50,000, bearing interest at the rate of 20.9% per annum, to be repaid at the rate of $1,218 per week for one year. At August 31, 2025, the outstanding balance, including interest, was $54,029. This loan is in default.

· In January 2023, the Company entered into a financing agreement with an unrelated party for a loan of $20,000, bearing interest at the rate of 33.5% per annum, to be repaid at the rate of $1,874 per month. The outstanding balance at August 31, 2025, was $2,921. Payments under this agreement are in arrears and the Company is negotiating with the unrelated party to reschedule them.

· In April 2023, the Company entered into a financing agreement with an unrelated party for a loan of $37,475, bearing interest at the rate of 19% per annum, to be repaid at the rate of $1,718 per month. The outstanding balance at August 31, 2025, was $36,507. Payments under this agreement are in arrears and the Company is negotiating with the unrelated party to reschedule them.

· On August 8, 2022, the Company entered into a financing agreement with an unrelated party for a loan of $45,000, bearing interest at the rate of 26.4% per annum, to be repaid at the rate of $6,114 per week for 20 weeks. As refinanced, the loan was increased to $76,000 at the same rate of interest and was to be repaid at the rate of $6,114 per week for 17 weeks. On May 13, 2024, the Company agreed to settle the $38,638 owing under this agreement in consideration of a payment of $15,000, which the Company made on June 12, 2024. Under ASC 470-50-40, the fair value of extinguished debt, less the fair value of the payment, is treated as gain. Accordingly, $23,638 has been recorded in the Company’s consolidated statement of operations as other income (Expense) – Forgiveness of debt.

· On October 8, 2019, the Company borrowed $12,500 from an unrelated party bearing interest at the rate of 14% per annum (the “Headway Loan”). This loan is payable at the weekly rate of $589 for 24 weeks. On October 13, 2022, an additional loan of $6,304 was obtained with a weekly payment of $297 for 24 weeks. The loan was guaranteed by a related party. At August 31, 2025, the outstanding balance of this loan, including interest, was $18,896. This loan is in default.

Convertible Notes

The Company has borrowed money under promissory notes that have convertibility features as follows:

· On March 14, 2024, the Company made a promissory note in the principal amount of $66,000 in favor of an unrelated party. The note was subject to an original issuance discount of $11,000 and to an initial interest charge of 13% of its principal amount, or $8,580. The net proceeds received by the Company after the original issuance discount, the initial interest charge and payment of legal and due diligence fees of $5,000, were $50,000. The note required repayment in five installments, as follows: a payment of $37,290 on September 15, 2024, and payments of $9,322.50 on October 15, 2024, November 15, 2024, December 15, 2024, and January 15, 2025. Each of these payments included accrued interest. The note was repaid on January 12, 2025, at which time, it was not in default. The note provided that upon an event of default, the holder could convert the amount then unpaid into Common Stock at a conversion price of 65% of the lowest trading price therefor during the 10 trading days prior to the date of conversion.

· On November 7, 2024, the Company made a promissory note in the principal amount of $67,200 in favor of an unrelated party. The note was subject to an original issuance discount of $11,200. The net proceeds received by the Company, after payment of legal and due diligence fees of $6,000, were $56,000. The note required repayment in five installments, as follows: a payment of $37,968 on May 15, 2025, and payments of $9,492 on June 15, 2025, July 15, 2025, August 15, 2025, and September 15, 2025. Each of these payments included accrued interest. The note provided that upon an event of default, the holder could convert the amount then unpaid into Common Stock at a conversion price of 65% of the lowest trading price therefor during the 10 trading days prior to the date of conversion. The balance as of August 31, 2025, was $9,593. This note was repaid on September 5, 2025.

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The Company determined that the above convertible notes contained an embedded derivative instrument, inasmuch as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option, as defined under FASB ASC Topic No. 815–40. The Company determined the fair values of the embedded convertible note derivatives contained in the convertible notes using the Black Scholes option pricing model. The conversion features of these notes have been accounted for as a derivative liability in the Consolidated Statements of Operations – Change in fair value of derivative liabilities.

Related Party Debt

For information about related party debt, see Note 11 – Related Party Transactions – Loans and Advances.

Note 5 – Right-of-Use Assets and Lease Liabilities

The Company leases real property from unrelated parties under leases that are classified as operating leases. The right-of-use assets for operating leases are included in right-of-use assets on the balance sheets, with the corresponding lease liability in liabilities. Lease expense is recognized on a straight-line basis over the lease term. Renewals and terminations are included in the calculation of right-of-use assets and lease liabilities when they are considered reasonably certain to be exercised. When the implicit rate is unknown, the incremental borrowing rate, based on the commencement date, is used to determine the present value of lease payments.

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

Schedule of amount related to leases
		August 31, 2025				May 31, 2025
Right-of-use asset		$	–			$	2,795
Less: Accumulated amortization			–				–
Right-of-use asset, net		$	–			$	2,795
			–
Lease liabilities – current		$	–			$	4,906
Lease liabilities – noncurrent			–				–
Operating lease liabilities		$	–			$	4,906

The Company reimburses a related party 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 expenses were $11,059 and $18,248 during the three months ended August 31, 2025, and August 31, 2024, respectively.

See Note 10 for additional lease information.

Note 6 – Revenue

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.

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

Schedule of disaggregated revenue
		Quarter Ended August 31,
		2025				2024
Clinical trials		$	24,139			$	178,386
Consulting fees			–				–
Merchandise			61				501
Total revenue		$	24,200			$	178,887

Cost of revenue consists of third-party costs associated with patient stipends. At August 31, 2025, and August 31, 2024, cost of revenue was $8,143 and $8,362, respectively.

Note 7 – Stockholders’ Deficiency

The Company is authorized to issue 20,010,000,000 shares of capital stock, of which 20,000,000,000 shares are common stock, without par value, and 10,000,000 are preferred stock, without par value, issuable in series.

Preferred Stock

The Company has designated 2,500,000 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Stock”). 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 August 31, 2025, and May 31, 2025, there were 2,500,000 shares of Series A Stock issued and outstanding.

On July 20, 2022, the Company designated a series 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. On August 12, 2024, the Company amended its amended and restated articles of incorporation to increase the number of shares designated Series A Preferred Stock from 1,000 to 2,000 and on August 11, 2024, the Board authorized the issuance of the 1,000 shares created by the amendment to a related party. The 1,000 preferred shares created by this amendment were issued in exchange for common stock to an existing holder of Common Stock, who is a related party. The Company deemed the value of the preferred and common shares to be the same, resulting in no change to additional paid-in capital. At August 31, 2025, and May 31, 2025, there were 2,000 shares of Series B Preferred issued and outstanding.

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.

At August 31, 2025, and May 31, 2025, there were 11,626,749,347 shares of Common Stock issued and outstanding.

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Note 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.

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 $5,882,901 and $5,334,081 at August 31, 2025, and August 31, 2024, respectively, for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, the use of net operating loss carryforwards may be limited in future years. They generally expire 20 years from when incurred.

Income taxes for 2020 to 2025 remain subject to examination by the Internal Revenue Service.

Note 10 – Commitments and Contingencies

The Company leases 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. On September 5, 2023, the lease was amended to extend its term to June 30, 2025, at rentals of $0 per month for the two months ended February 29, 2024, $$4,779 per month for the 10 months ending June 30, 2024, and $4,926 per month for the 12 months ending June 30, 2025.  This lease was amended on June 18, 2025, to add a one-year term that commenced on June 1, 2025, at a base rent of $1,730 per month. For information regarding the recording of the right-of-use asset and the lease liability in the consolidated balance sheets in respect of this lease, see Note 5.

One of the Company’s officers leased 1,400 square feet at 1625 Main St., Houston, Texas, under a lease the term of which commenced on March 15, 2023, and expired on September 14, 2023, at a rent of $3,168 per month. This officer made these premises available to the Company for office space, for which the Company paid them $2,817 per month. The lease was renewed for these premises, which commenced on September 15, 2023, and expired on September 14, 2024, at a rent of $3,164 per month. The officer made these premises available to the Company for use as office space, for which the Company paid him $2,817 per month.

On September 3, 2024, one of the Company’s officers entered into a new lease for these premises. The term of the lease began on September 15, 2024, and expired on August 14, 2025. The lease has not been renewed and under its terms, it has been renewed on a month-to-month basis. The officer has made these premises available to the Company for use as office space, for which the Company has paid him $3,333 per month.

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Note 11 – Related Party Transactions

See Note 10 for information respecting the lease of real property to the Company by one of its officers.

The Headway Loan (see Note 4) was guaranteed by a related party.

On August 3, 2022, the Company borrowed $15,000 from a related party. This loan is undocumented. The understanding between the Company and the related party is that it would make payments under the note as they became due. In the year ended May 31, 2024, the Company ceased making such payments. This note bears interest at the rate of 42.5% per annum and is to be repaid at the rate of $1,188 per month for 18 months. The Company believes that, at August 31, 2025, the outstanding balance of this loan, including interest, was $16,465 and that it is in default or has been written off by the lender.

On May 1, 2025, the Company made a promissory note in the principal amount of $340,855 in favor of John Jones and Barbara Kamienski (the “Jones Note”). This note bears interest at the rate of 2.5% per annum and is repayable in monthly installments of $8,521, beginning on May 31, 2025, until paid in full. Events of default included failure to pay principal or interest when due, breach of covenant, breach of representation and warranty, assignment for the benefit of creditors or appointment of a receiver, bankruptcy and cessation of operations. The Jones Note replaces promissory notes previously made by the Company in favor of Mr. Jones and Ms. Kamienski.

On April 26, 2024, the Company made a promissory note in the principal amount of $291,451 in favor of a related party, which had a maturity date of April 25, 2025, bore interest at the rate of 10% per annum and was repayable in 10 monthly installments of $29,145. Events of default include failure to pay principal or interest when due, breach of covenant, breach of representation and warranty, assignment for the benefit of creditors or appointment of a receiver, bankruptcy and cessation of operations. This note replaced promissory notes previously made by the Company in favor of the related party. This note was replaced by the Jones Note.

During the quarter ended August 31, 2025, and May 31, 2025, the Company received cash advances from related parties of $93,569 and $69,126, respectively, for use as working capital.

The balance of related party liabilities owed to certain shareholders totaled $717,043 and $623,474 at August 31, 2025, and May 31, 2025, respectively. The balance of related party receivables owed by certain shareholders totaled $9,155 and $9,155 at August 31, 2025, and May 31, 2025.

Note 12 – Off-Balance-Sheet Arrangements

The Company has no off-balance sheet arrangements.

Note 13 – Concentration of Risk

The Company had two customers that provided 95% of gross revenue for the quarter ended August 31, 2025, and two customers that provided 98% of gross revenue for the quarter ended August 31, 2024.

Note 14 – Subsequent Events

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

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The financial data discussed below are derived from the unaudited consolidated financial statements of the Company as of August 31, 2025, which were prepared and presented in accordance with United States generally accepted accounting principles for interim financial statements. These financial data are only a summary and should be read in conjunction with the unaudited financial statements and related notes contained herein, which more fully present the Company’s financial condition and operations as at that date and with its audited financial statements and notes thereto contained in its Annual Report on Form 10-K for the year ended May 31, 2025. The results set forth in these consolidated financial statements are not necessarily indicative of the Company’s future performance. This item and other parts of this report contain forward-looking statements that involve risks and uncertainties. Actual results may differ significantly from the results discussed in forward-looking statements.

Information about the Company

The Company, headquartered in Houston, Texas, conducts clinical trials for Sponsors and CROs and as a Sponsor through Alpha Research Institute, cannabis-related education in classrooms, seminars and online through Pharmacology University and sales of CBD products. For detailed information about the Company and its operations, see “Description of Business” in the Company’s Annual Report on Form 10-K for the year ended May 31, 2025.

The Company’s fiscal year begins on June 1 in each year and ends on May 31 in the following year.

Going Concern

As indicated in Note 3 of the notes to the audited consolidated financial statements for the year ended May 31, 2025, and the report thereon of the Company’s independent auditing firm, there is substantial doubt as to the ability of the Company to continue as a going concern. The Company has incurred recurring losses and recurring negative cash flow from operating activities and has an accumulated deficit, and its ability to continue as a going concern depends on the successful execution of its operating plan, which includes increasing sales of existing services and introducing new services, as well as raising either debt or equity financing.

The Company needs substantial additional capital to fund its business and repay its debts. No assurance can be given that any additional capital can be obtained or, if obtained, will be adequate to meet its needs, and the Company may need to take measures to remain a going concern. If adequate capital cannot be obtained on a timely basis and satisfactory terms, the Company’s operations could be materially negatively impacted, or it could be forced to terminate its operations.

Overview

The Company provides educational systems focused on medical cannabis in the United States and Latin America, as well as worldwide through online education, services in therapeutic areas of clinical trials and CBD products. The Company’s operating units and their activities were:

	·	Alpha Research Institute – Clinical trials and medical research.
	·	Pharmacology University – Education, consulting, digital publishing, marketing, and franchising related to medical cannabis.
	·	CBD Business – Sales of CBD products.

For detailed information about the Company and its operations, see “Description of Business” in the Company’s Annual Report on Form 10-K for the year ended May 31, 2025. For further information concerning the Company and its business, see “Business.”

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Results of Operations

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

The following table sets forth information from the consolidated statements of operations for the quarters ended August 31, 2025, and August 31, 2024.

		Quarter Ended August 31,
		2025				2024
Revenues		$	24,200			$	178,887
Cost of revenues			8,143				8,362
Gross profit			16,057				170,525
Total operating expenses			90,841				268,169
Operating loss			(74,784	)			(97,904	)
Amortization of discount			(19,816	)			–
Forgiveness of debt			–				23,638
Change in fair value of derivative liabilities			29,322				–
Interest			(17,368	)			(2,339	)
Net loss		$	(82,645	)		$	(76,305	)

Revenues

Revenues were $24,200 and $178,887 for the quarters ended August 31, 2025, and August 31, 2024, respectively, primarily due to a decrease of $149,047 in revenues from clinical trial contracts, which were $24,139 in the latter period and $178,386 in the former. This reduction was due to fewer clinical trial contracts taken in the first quarter. Online sales of educational materials decreased by $440, from $501 in the quarter ended August 31, 2024, to $61 in the quarter ended August 31, 2025, due to lower demand for the Company’s online products.

Operating Expenses

Operating expenses for the quarters ended August 31, 2025, and August 31, 2024, consisted of the following:

		Quarter Ended August 31,
		2025				2024
General and administrative		$	23,308			$	61,296
Contract labor			42,520				45,873
Professional fees			7,741				36,570
Officer compensation			6,000				6,000
Share-based compensation			–				100,000
Rent			11,059				18,248
Travel			213				142
Total operating expenses		$	90,841			$	268,129

The decrease in operating expenses was primarily due to a decrease of $100,000 in share-based compensation, a decrease of $31,269 in general and administrative, a decrease of $28,829 in professional fees, and a decrease of $7,190 in rent.

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Operating Loss

For the reasons set forth above, operating loss decreased from $97,604 in the quarter ended August 31, 2024, to $74,784 in the quarter ended August 31, 2025. Pursuant to FASB ASU No. 2018-07 (see Note 2 –Share-Based Payments), the Company records the issuance of shares in consideration of services as an expense, although such issuance does not involve an expenditure of cash. Accordingly, the issuance of 125,000,000 shares as compensation is reflected as an expense of $100,000 in the consolidated statements of operations for the quarter ended August 31, 2024. If the Company had not incurred this non-cash expense, it would have recorded income from operations of $2,396 for the quarter ended August 31, 2024.

Interest

Interest was $17,368 in the quarter ended August 31, 2025, and $2,339 in the quarter ended August 31, 2024.

Other Income

In the quarter ended August 31, 2025, the Company recorded a change in value of derivative liabilities as other income of $29,322. In the quarter ended August 31, 2024, it received other income of $23,638 from the forgiveness of a loan.

Net Loss

Net loss for the quarter ended August 31, 2025, was $82,645, compared with a net loss of $76,305 for the quarter ended August 31, 2024, for the reasons set forth above in relation to loss from operations ended August 31, 2025.

Changes in Financial Condition and Results of Operations

At August 31, 2025, the Company had $223 in cash and cash equivalents and accounts receivable of $8,966, negative working capital of $996,728 and no commitments for capital expenditures. At May 31, 2025, the Company had $12,952 in cash and cash equivalents, accounts receivable of $6,380, negative working capital of $916,878 and no commitments for capital expenditures. The Company have cash and cash equivalents of $128 on the date of this Report.

During the quarter ended August 31, 2025, the Company had net cash used in operations of $103,712, while during the quarter ended August 31, 2024, the Company had net cash used in operations of $30,413. During the quarter ended August 31, 2025, the Company had net cash provided by financing activities of $90,983, while during the quarter ended August 31, 2024, the Company had net cash provided by financing activities of $30,627. The Company had accumulated deficits of $5,965,546 at August 31, 2025, and $5,882,901 at May 31, 2025.

Off-Balance-Sheet Arrangements

The Company has no off-balance-sheet arrangements.

Recent Accounting Pronouncements

Refer to Note 2 of the accompanying financial statements.

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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 August 31, 2025. 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 August 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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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 August 31, 2025, the Company sold no shares of its equity securities.

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 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 August 31, 2025, 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.

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)

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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: October 22, 2025	By:	/s/ Dante Picazo
		Dante Picazo Principal Executive Officer and Principal Accounting Officer

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FAQ

What were CBIH’s Q1 2026 revenues and net loss?

Revenue was $24,200 and net loss was $82,645 for the quarter ended August 31, 2025.

How did CBIH’s revenue mix change year over year?

Clinical trials revenue decreased to $24,139 from $178,386, with merchandise at $61 vs. $501.

What is CBIH’s liquidity position?

Cash was $223 at quarter-end, with a working capital deficit of $996,728.

Did CBIH issue a going concern warning?

Yes. Management stated there is substantial doubt about the company’s ability to continue as a going concern.

What are CBIH’s liabilities and equity position?

Total liabilities were $1,265,170 and stockholders’ deficiency was $(1,246,228).

How concentrated is CBIH’s customer base?

Two customers represented 95% of revenue for the quarter.

Has CBIH sold shares under its S-1?

No. The company reported no sales and no proceeds under its effective S-1.