Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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, 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: 333-267039

 

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)

 

[phone]

(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: 10,556,749,347 shares of common stock.

 

 

 

 

 

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

 

QUARTERLY REPORT ON FORM 10-Q

 

for the Quarterly Period Ended August 31, 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		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		23
SIGNATURES			24

 

 

 

 

 

 

2

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

 

CONSOLIDATED BALANCE SHEETS

 

		August 31, 2024				May 31, 2024
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	969			$	755
Accounts receivable			17,176				20,139
Other current assets			598				598
TOTAL CURRENT ASSETS			18,743				21,492
Right-of-use asset			27,537				35,670
TOTAL ASSETS		$	46,280			$	57,162
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	136,302			$	196,088
Bank overdraft			1,548				2,408
Related party payables			572,339				503,214
Short-term loans (net of amortization of loan fees)			112,629				151,267
SBA loan – current			7,054				7,054
Lease liabilities – current			22,225				21,877
TOTAL CURRENT LIABILITIES			852,097				881,908
LONG-TERM LIABILITIES
SBA loan			249,500				249,361
Lease liabilities			–				4,906
TOTAL LONG-TERM LIABILITIES			249,500				254,267
TOTAL LIABILITIES			1,101,597				1,136,175
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 August 31, 2024, and May 31, 2024, respectively)			–				–
Common Stock, without par value: 20,000,000,000 shares authorized, of which 10,556,749,347 and 10,431,749,347 shares were issued and outstanding at August 31, 2024, and May 31, 2024, respectively.			–				–
Additional paid-in capital			4,355,068				4,255,068
Accumulated deficit			(5,410,385	)			(5,334,081	)
TOTAL STOCKHOLDERS’ DEFICIENCY			(1,055,317	)			(1,079,013	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		$	46,280			$	57,162

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

3

 

 

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended August 31,
		2024				2023
Revenues		$	178,887			$	72,821
Cost of revenues			8,362				8,820
Gross profit			170,525				64,001
Cost and expenses
General and administrative			61,296				48,083
Contract labor			45,873				95,654
Professional fees			36,570				62,394
Officer compensation			6,000				12,000
Share-based compensation			100,000				–
Rent and lease			18,248				20,953
Travel			142				1,701
Total operating expenses			268,129				240,785
Loss from operations			(97,604	)			(176,784	)
Other income (expense)
Forgiveness of debt			23,638				–
Interest expense			(2,339	)			(5,005	)
Total other income (expense)			21,299				(5,005	)
Net loss		$	(76,305	)		$	(181,789	)
Average common stock outstanding			10,458,923,260				10,331,749,347
Average earnings (loss) per share		$	(0.000007	)		$	(0.00002	)

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

4

 

 

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

 

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	)

 

 

 

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED AUGUST 31, 2023

(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, 2023			2,500,000			$	–				1,000			$	–				10,059,677,919			$	4,091,071			$	(4,682,736	)		$	(591,665	)
Sales of common stock for cash			–				–				–				–				272,071,428				75,000				–				75,000
Rescission of share sale			–				–				–				–				–				(19,000	)			–				(19,000	)
Net loss for the quarter			–				–				–				–				–				–				(181,789	)			(181,789	)
Balance - August 31, 2023			2,500,000			$	–				1,000			$	–				10,331,749,347			$	4,147,071			$	(4,864,525	)		$	(717,454	)

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

5

 

 

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three Months Ended August 31,
		2024				2023
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)		$	(76,305	)		$	(181,789	)
Adjustments to reconcile net loss:
Issuance of common stock for services			100,000				–
Amortization of right-of-use-asset and liability			(8,133	)			(23,920	)
Changes in assets and liabilities:
Accounts receivable			2,963				(17,444	)
Accounts payable and accrued expenses			(59,786	)			58,654
Deferred revenue			–				(8,333	)
Bank overdraft			(860	)			–
Lease liability			(4,558	)			–
Related party payables			–				50,373
NET CASH PROVIDED BY (USED IN) OPERATIONS			(30,413	)			(74,620	)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock			–				75,000
Rescission of shareholder stock purchase			–				(19,000	)
Change in lease liability			–				(4,435	)
Proceeds from (repayment of) short-term loans			(38,638	)			33,481
Repayment of SBA loan			139				(14,592	)
Proceeds from related party loan			69,126				–
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			30,627				70,453
NET INCREASE (DECREASE) IN CASH			214				(4,167	)
CASH AT BEGINNING OF PERIOD			755				8,913
CASH AT END OF PERIOD		$	969			$	4,746
Supplemental disclosure of cash flow information
Cash paid for interest		$	2,339			$	5,005
Cash paid for taxes		$	–			$	–

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

6

 

 

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2024
(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 named Fidelity Aircraft Partners LLC. On December 16, 2004, 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 in therapeutic areas of clinical trials and services relating to sleep disorders through its sleep center in Houston, Texas. The Company offered concierge medicine at an affordable price through a membership-based model through its wholly owned subsidiary, Hippocrates Direct Healthcare, LLC, a Texas limited liability company, formed on September 11, 2017; this business was discontinued during the quarter ended August 31, 2020. The Company operated a sleep center, which diagnosed sleep-related disorders, through its subsidiary, Alpha Fertility and Sleep Center, LLC, a Texas limited liability company; its operations were terminated on 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 August 31, 2024, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 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 Company’s audited consolidated 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. 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 no investment securities that were deemed cash equivalents at August 31, 2024, and May 31, 2024.

 

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, 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.

 

 

 

8

 

 

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.

 

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.

 

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, 2024, and May 31, 2024, the Company had no remaining performance obligations.

 

 

 

9

 

 

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. 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.

 

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.

 

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, 2024, and August 31, 2023, 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.

 

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. Until the quarter ended August 31, 2024, the Company had not generated any income since inception, and although the Company generated income during that quarter, its current cash balances will not meet its working capital needs. During the quarter ended August 31, 2024, the Company had net loss from operations of $97,604, net cash used in operations of $30,413, a working capital deficit of $833,355 and an accumulated deficit of $5,410,385.

 

 

 

11

 

 

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 balance sheet as follows:

		August 31, 2024				May 31, 2024
SBA (EIDL) current portion		$	7,054			$	7,054
SBA (EIDL) noncurrent portion			249,500				249,361
		$	256,554			$	256,415

 

Short-Term Loans

 

The Company has borrowed money and entered into agreements under which it sold receivables to third parties. In accordance with ASC 470, these agreements 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 borrowings and agreements 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 August 31, 2024, the balance of this loan, including interest, was $54,209. 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. The outstanding balance at August 31, 2024, 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 $37,475, 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, 2024, was $26,300. Payments under this agreement are in arrears and the Company is negotiating with the unrelated party to reschedule them.

 

 

 

12

 

 

	·	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 to be treated as gain. Accordingly, $23,638 has been recorded in the Company’s consolidated statement of operations for the quarter ended August 31, 2024, as Other income (expense) – Forgiveness of debt.
	·	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 August 31, 2024, the balance of this loan, including interest, was $15,073. Payments under this loan are in arrears and the Company is negotiating with the unrelated party to reschedule them.
	·	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 August 31, 2024, the balance of this loan, including interest, was $15,553. Payments under this loan are in arrears and the Company is negotiating with the unrelated party to reschedule them.
	·	On March 14, 2024, the Company made a promissory note in the principal amount of $66,000 (the “Diagonal Note”) in favor of an unrelated party and received $50,000 after a discount of $11,000 and payment of fees of $5,000. This note was subject to an initial interest charge of $8,580. This note requires the Company to repay the holder in five installments, as follows: a payment of $37,290 on September 15, 2024, and payments of $9,322.50 on each of October 15, 2024, November 15, 2024, December 15, 2024, and January 15, 2025. The discount of $11,000 is recorded in the consolidated financial statement for the year ended May 31, 2024, as other income (expense) – loan discount and the fees under costs and expenses - $0. At August 31, 2024, the balance of this loan, including interest, was $74,850.

 

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.

 

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:

		August 31, 2024				May 31, 2024
Right-of-use asset		$	35,017			$	43,150
Less: Accumulated amortization			(7,480	)			(7,480	)
Right-of-use asset, net		$	27,537			$	35,670
Lease liabilities – current		$	22,225			$	21,877
Lease liabilities – noncurrent			–				4,906
		$	22,225			$	26,873

 

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.

 

 

 

13

 

 

The Company’s total operating lease expenses were $18,248 and $20,953 during the three months ended August 31, 2024, and August 31, 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:

		Quarter Ended August 31,
		2024				2023
Clinical trials		$	173,386			$	62,958
Consulting fees			–				8,333
Merchandise			501				1,530
Total revenue		$	178,887			$	72,821

 

Cost of revenue consists of third-party costs associated with patient stipends. At August 31, 2024, and August 31, 2023, cost of revenue totaled $8,362 and $8,820, respectively.

 

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, 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, 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 a 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.

 

 

 

14

 

 

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.

 

At August 31, 2024, and May 31, 2024, there were respectively 2,000 and 1,000 shares of Series A Stock 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, 2024, and May 31, 2024, there were 10,556,749,347 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.

 

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 $5,410,385 and $5,410,385 at August 31, 2024, and August 31, 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 by the Internal Revenue Service.

 

 

 

15

 

 

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.

 

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 quarter ended August 31, 2024, the Company received cash advances from related parties of $166,918 for use as working capital.

 

At August 31, 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 $572,340 and $503,214.

 

Note 12 – Off-Balance-Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

Note 13 – Concentration of Risk

 

The Company had revenue of $178,887 and $72,821 for the three months ending August 31, 2024, and August 31, 2023, respectively.

 

The Company had three customers that provided 84%, 13% and 2% of gross revenue for the quarter ended August 31, 2024, and for the quarter ended August 31, 2023, seven customers provided 88% of the gross revenue, such that one customer provided 44% of gross revenue, while the other six customers provided 7% of gross revenue each.

 

 

 

16

 

 

Note 14 – Subsequent Events

 

The Company paid $37,290 due on September 15, 2024, under the Diagonal Note.

 

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 financial data discussed below are derived from the unaudited consolidated financial statements of the Company as of August 31, 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. 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 and cannabis-related education in classrooms, seminars and online through Pharmacology University. For detailed information about the Company and its operations, see “Description of Business.”

 

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, 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, which includes increasing sales of existing services and introducing new services, as well as raising either debt or equity financing.

 

The Company needs substantial additional capital to fund its business, including the completion of its business plan and repayment of its debts. No assurance can be given that any additional capital can be obtained or, if obtained, will be adequate to meet its needs, and the Company may need to take measures to remain a going concern. If adequate capital cannot be obtained timely and on 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 and services in therapeutic areas of clinical trials. 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.

 

The company operated a sleep center that diagnosed sleep-related disorders. Its operations were terminated on April 30, 2023.

 

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

 

 

 

18

 

 

Results of Operations

 

Comparison of the Quarter Ended August 31, 2024, and the Quarter Ended August 31, 2023

 

The following table sets forth information from the consolidated statements of operations for the quarters ended August 31, 2024, and August 31, 2023.

 

		Quarter Ended August 31
		2024				2023
Revenues		$	178,887			$	72,821
Cost of revenues			8,362				8,820
Gross profit			170,525				64,001
Total operating expenses			268,169				240,785
Operating loss			(97,904	)			(176,784	)
Non-operating income (expense):
Interest			(2,339	)			(5,005	)
Forgiveness of Debt			23,638				–
Net loss		$	(76,305	)		$	(181,789	)

 

Revenues

 

Revenues were $178,887 and $72,821 for the quarters ended August 31, 2024, and August 31, 2023, respectively, primarily due to an increase of $115,428 in revenues from clinical trial contracts, which were $178,386 in the earlier period and $62,958 in the later because new Sponsors were added. Consulting fees were $0 for the quarter ended August 31, 2024, versus $8,333 for the quarter ended August 31, 2023. Online sales of educational materials decreased by $1,079, from $1,580 in the quarter ended August 31, 2023, to $501 in the quarter ended August 31, 2024.

 

Operating Expenses

 

Operating expenses for the quarters ended August 31, 2024, and August 31, 2023, consisted of the following:

 

		Quarter Ended August 31,
		2024				2023
General and administrative		$	61,296			$	48,083
Contract labor			45,873				95.654
Professional fees			36,570				62,394
Officer compensation			6,000				12,000
Share-based compensation			100,000				–
Rent			18,248				20,953
Travel			142				1,701
Total operating expenses		$	268,129			$	240,785

 

 

 

19

 

 

The increase in operating expenses was primarily due to the issuance of 125,000,000 shares of common stock to a related party in consideration of his services as an officer of the Company and an increase of $13,213 in general and administrative, offset by decreases of $49,781 and $25,824 in contract labor and professional fees respectively.

  

Operating Loss

 

For the reasons set forth above, operating loss decreased from $176,784 in the quarter ended August 31, 2023, to $97,604 in the quarter ended August 31, 2024. Pursuant to FASB’s 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, which is described above, was 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 $2,339 in the quarter ended August 31, 2024, and $5,005 in the quarter ended August 31, 2023.

 

Other Income

 

In the quarters ended August 31, 2024, and August 31, 2023, respectively, the Company recorded other income of $23,638 and $0 from the forgiveness of a loan.

 

Net Loss

 

Net loss for the quarter ended August 31, 2024, was $76,305, compared with a net loss of $181,789 for the quarter ended August 31, 2023, for the reasons set forth above in relation to loss from operations ended August 31, 2024. If the Company had not incurred the non-cash expense of $100,000 described above, it would have recorded net income of $26,305 for the quarter ended August 31, 2024.

 

Changes in Financial Condition and Results of Operations

 

At August 31, 2024, the Company had a balance of $969 in cash and cash equivalents and accounts receivable of $17,176, negative working capital of $833,353 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 negative balance of cash and cash equivalents of $579 on the date of this Report.

 

During the quarter ended August 31, 2024, the Company had net cash used in operations of $30,413, while during the quarter ended August 31, 2023, the Company had net cash used in operations of $99,662. On the other hand, during the quarter ended August 31, 2024, the Company had net cash provided in financing of $30,627, while during the quarter ended August 31, 2023, the Company had net cash provided in financing of $95,499.

 

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 $5,410,385 at August 31, 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.

 

 

 

20

 

 

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, 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 August 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21

 

 

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, 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 August 31, 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.

 

 

 

22

 

 

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)

____________

* To be filed by amendment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23

 

 

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 21, 2024	By:	/s/ Dante Picazo
		Dante Picazo Principal Executive Officer and Principal Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24

 

Exhibit 31

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Dante Picazo, certify that:

 

1.	I have reviewed this Form 10-Q of Cannabis Bioscience International Holdings, Inc. for the three months ended August 31, 2024;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 

4.

The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.

The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

Date: October 21, 2024

 

/s/ Dante Picazo                

Dante Picazo

Principal Executive Officer and Principal Accounting Officer

Exhibit 32

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO 18 USC SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Dante Picazo, do hereby certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

	1.	The Quarterly Report on Form 10-Q of the Company for the quarter ended August 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: October 21, 2024

 

/s/ Dante Picazo                      

Dante Picazo

Principal Executive Officer and Principal Accounting Officer

Cover - shares	3 Months Ended
	Aug. 31, 2024	Oct. 11, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Aug. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--05-31
Entity File Number	333-267039
Entity Registrant Name	CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.
Entity Central Index Key	0001411057
Entity Tax Identification Number	84-4901299
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	6201 Bonhomme Road
Entity Address, Address Line Two	Suite 435N
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77036
City Area Code	214
Local Phone Number	733-0868
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,556,749,347

CONSOLIDATED BALANCE SHEETS - USD ($)	Aug. 31, 2024	May 31, 2024
CURRENT ASSETS
Cash and cash equivalents	$ 969	$ 755
Accounts receivable	17,176	20,139
Other current assets	598	598
TOTAL CURRENT ASSETS	18,743	21,492
Right-of-use asset	27,537	35,670
TOTAL ASSETS	46,280	57,162
CURRENT LIABILITIES
Accounts payable and accrued expenses	136,302	196,088
Bank overdraft	1,548	2,408
Related party payables	572,339	503,214
Short-term loans (net of amortization of loan fees)	112,629	151,267
SBA loan – current	7,054	7,054
Lease liabilities – current	22,225	21,877
TOTAL CURRENT LIABILITIES	852,097	881,908
LONG-TERM LIABILITIES
SBA loan	249,500	249,361
Lease liabilities	0	4,906
TOTAL LONG-TERM LIABILITIES	249,500	254,267
TOTAL LIABILITIES	1,101,597	1,136,175
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 August 31, 2024, and May 31, 2024, respectively)	0	0
Common Stock, without par value: 20,000,000,000 shares authorized, of which 10,556,749,347 and 10,431,749,347 shares were issued and outstanding at August 31, 2024, and May 31, 2024, respectively.	0	0
Additional paid-in capital	4,355,068	4,255,068
Accumulated deficit	(5,410,385)	(5,334,081)
TOTAL STOCKHOLDERS’ DEFICIENCY	(1,055,317)	(1,079,013)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$ 46,280	$ 57,162

CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Aug. 31, 2024	May 31, 2024
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	2,000	1,000
Common stock, shares authorized	20,000,000,000	20,000,000,000
Common stock, shares issued	10,556,749,347	10,431,749,347
Common stock, shares outstanding	10,556,749,347	10,431,749,347
Series A Convertible Preferred Stock [Member]
Preferred stock, shares authorized	2,500,000	2,500,000
Series B Preferred Stock [Member]
Preferred stock, shares authorized	2,000	2,000

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Income Statement [Abstract]
Revenues	$ 178,887	$ 72,821
Cost of revenues	8,362	8,820
Gross profit	170,525	64,001
Cost and expenses
General and administrative	61,296	48,083
Contract labor	45,873	95,654
Professional fees	36,570	62,394
Officer compensation	6,000	12,000
Share-based compensation	100,000	0
Rent and lease	18,248	20,953
Travel	142	1,701
Total operating expenses	268,129	240,785
Loss from operations	(97,604)	(176,784)
Other income (expense)
Forgiveness of debt	23,638	0
Interest expense	(2,339)	(5,005)
Total other income (expense)	21,299	(5,005)
Net loss	$ (76,305)	$ (181,789)
Average common stock outstanding, basic	10,458,923,260	10,331,749,347
Average common stock outstanding, diluted	10,458,923,260	10,331,749,347
Average earnings (loss) per share, basic	$ (0.000007)	$ (0.00002)
Average earnings (loss) per share, diluted	$ (0.000007)	$ (0.00002)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY EQUITY (Unaudited) - USD ($)	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total	Preferred Stock Series B [Member]
Beginning balance, value at May. 31, 2023	$ 0	$ 0	$ 0	$ 4,091,071	$ (4,682,736)	$ (591,665)
Beginning balance, shares at May. 31, 2023	2,500,000		10,059,677,919				1,000
Rescission of share sale				(19,000)		(19,000)
Sales of common stock for cash				75,000		75,000
Ending balance, value at Aug. 31, 2023	$ 0	0	$ 0	4,147,071	(4,864,525)	(717,454)
Sales of common stock for cash, shares			272,071,428
Ending balance, shares at Aug. 31, 2023	2,500,000		10,331,749,347				1,000
Net loss for the quarter					(181,789)	(181,789)
Beginning balance, value at May. 31, 2024	$ 0	0	$ 0	4,255,068	(5,334,081)	(1,079,013)
Beginning balance, shares at May. 31, 2024	2,500,000		10,431,749,347				1,000
Issuance of common stock for services				100,000		100,000
Stock Issued During Period, Shares, Issued for Services			125,000,000
Sales of common stock for cash	0	0		0	0	0
Ending balance, value at Aug. 31, 2024	$ 0	0	$ 0	4,355,068	(5,410,385)	(1,055,317)
Sales of common stock for cash, shares							1,000
Ending balance, shares at Aug. 31, 2024	2,500,000		10,556,749,347				2,000
Net loss for the quarter					$ (76,305)	$ (76,305)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)	$ (76,305)	$ (181,789)
Adjustments to reconcile net loss:
Issuance of common stock for services	100,000	0
Amortization of right-of-use-asset and liability	8,133	23,920
Changes in assets and liabilities:
Accounts receivable	2,963	(17,444)
Accounts payable and accrued expenses	(59,786)	58,654
Deferred revenue	0	(8,333)
Bank overdraft	(860)	0
Lease liability	(4,558)	0
Related party payables	0	50,373
NET CASH PROVIDED BY (USED IN) OPERATIONS	(30,413)	(74,620)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock	0	75,000
Rescission of shareholder stock purchase	0	(19,000)
Change in lease liability	0	(4,435)
Proceeds from (repayment of) short-term loans	(38,638)	33,481
Repayment of SBA loan	139	(14,592)
Proceeds from related party loan	69,126	0
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	30,627	70,453
NET INCREASE (DECREASE) IN CASH	214	(4,167)
CASH AT BEGINNING OF PERIOD	755	8,913
CASH AT END OF PERIOD	969	4,746
Supplemental disclosure of cash flow information
Cash paid for interest	2,339	5,005
Cash paid for taxes	$ 0	$ 0

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (76,305)	$ (181,789)

Insider Trading Arrangements	3 Months Ended
	Aug. 31, 2024
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization and Operations	3 Months Ended
	Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations	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 named Fidelity Aircraft Partners LLC. On December 16, 2004, 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 in therapeutic areas of clinical trials and services relating to sleep disorders through its sleep center in Houston, Texas. The Company offered concierge medicine at an affordable price through a membership-based model through its wholly owned subsidiary, Hippocrates Direct Healthcare, LLC, a Texas limited liability company, formed on September 11, 2017; this business was discontinued during the quarter ended August 31, 2020. The Company operated a sleep center, which diagnosed sleep-related disorders, through its subsidiary, Alpha Fertility and Sleep Center, LLC, a Texas limited liability company; its operations were terminated on April 30, 2023.

Summary of Significant Accounting Policies	3 Months Ended
	Aug. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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, 2024, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 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 Company’s audited consolidated 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. 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 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 no investment securities that were deemed cash equivalents at August 31, 2024, and May 31, 2024.   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, 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.   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.   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, 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. 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.   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 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.   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, 2024, and August 31, 2023, 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.

Going Concern	3 Months Ended
	Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	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. Until the quarter ended August 31, 2024, the Company had not generated any income since inception, and although the Company generated income during that quarter, its current cash balances will not meet its working capital needs. During the quarter ended August 31, 2024, the Company had net loss from operations of $97,604, net cash used in operations of $30,413, a working capital deficit of $833,355 and an accumulated deficit of $5,410,385.   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.

Debt	3 Months Ended
	Aug. 31, 2024
Debt Disclosure [Abstract]
Debt	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 balance sheet as follows:                     August 31, 2024     May 31, 2024   SBA (EIDL) current portion   $ 7,054     $ 7,054   SBA (EIDL) noncurrent portion     249,500       249,361     $ 256,554     $ 256,415     Short-Term Loans   The Company has borrowed money and entered into agreements under which it sold receivables to third parties. In accordance with ASC 470, these agreements 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 borrowings and agreements 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 August 31, 2024, the balance of this loan, including interest, was $54,209. 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. The outstanding balance at August 31, 2024, 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 $37,475, 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, 2024, 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 to be treated as gain. Accordingly, $23,638 has been recorded in the Company’s consolidated statement of operations for the quarter ended August 31, 2024, as Other income (expense) – Forgiveness of debt.         · 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 August 31, 2024, the balance of this loan, including interest, was $15,073. Payments under this loan are in arrears and the Company is negotiating with the unrelated party to reschedule them.         · 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 August 31, 2024, the balance of this loan, including interest, was $15,553. Payments under this loan are in arrears and the Company is negotiating with the unrelated party to reschedule them.         · On March 14, 2024, the Company made a promissory note in the principal amount of $66,000 (the “Diagonal Note”) in favor of an unrelated party and received $50,000 after a discount of $11,000 and payment of fees of $5,000. This note was subject to an initial interest charge of $8,580. This note requires the Company to repay the holder in five installments, as follows: a payment of $37,290 on September 15, 2024, and payments of $9,322.50 on each of October 15, 2024, November 15, 2024, December 15, 2024, and January 15, 2025. The discount of $11,000 is recorded in the consolidated financial statement for the year ended May 31, 2024, as other income (expense) – loan discount and the fees under costs and expenses - $0. At August 31, 2024, the balance of this loan, including interest, was $74,850.   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.

Right-of-Use Assets and Lease Liabilities	3 Months Ended
	Aug. 31, 2024
Right-of-use Assets And Lease Liabilities
Right-of-Use Assets and Lease Liabilities	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:                     August 31, 2024     May 31, 2024   Right-of-use asset   $ 35,017     $ 43,150   Less: Accumulated amortization     (7,480 )     (7,480 ) Right-of-use asset, net   $ 27,537     $ 35,670                     Lease liabilities – current   $ 22,225     $ 21,877   Lease liabilities – noncurrent     –       4,906     $ 22,225     $ 26,873     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 $18,248 and $20,953 during the three months ended August 31, 2024, and August 31, 2023, respectively.   See Note 10 for additional lease information.

Revenue	3 Months Ended
	Aug. 31, 2024
Revenue from Contract with Customer [Abstract]
Revenue	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:                     Quarter Ended August 31,       2024     2023   Clinical trials   $ 173,386     $ 62,958   Consulting fees     –       8,333   Merchandise     501       1,530   Total revenue   $ 178,887     $ 72,821     Cost of revenue consists of third-party costs associated with patient stipends. At August 31, 2024, and August 31, 2023, cost of revenue totaled $8,362 and $8,820, respectively.

Stockholders’ Deficiency	3 Months Ended
	Aug. 31, 2024
Equity [Abstract]
Stockholders’ Deficiency	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, 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, 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 a 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.   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.   At August 31, 2024, and May 31, 2024, there were respectively 2,000 and 1,000 shares of Series A Stock 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, 2024, and May 31, 2024, there were 10,556,749,347 and 10,431,749,347 shares of Common Stock issued and outstanding.

Share-Based Compensation	3 Months Ended
	Aug. 31, 2024
Equity [Abstract]
Share-Based Compensation	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.

Income Taxes	3 Months Ended
	Aug. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	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 $5,410,385 and $5,410,385 at August 31, 2024, and August 31, 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 by the Internal Revenue Service.

Commitments and Contingencies	3 Months Ended
	Aug. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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.

Related Party Transactions	3 Months Ended
	Aug. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	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 quarter ended August 31, 2024, the Company received cash advances from related parties of $166,918 for use as working capital.   At August 31, 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 $572,340 and $503,214.

Off-Balance-Sheet Arrangements	3 Months Ended
	Aug. 31, 2024
Off-balance-sheet Arrangements
Off-Balance-Sheet Arrangements	Note 12 – Off-Balance-Sheet Arrangements   The Company has no off-balance sheet arrangements.

Concentration of Risk	3 Months Ended
	Aug. 31, 2024
Risks and Uncertainties [Abstract]
Concentration of Risk	Note 13 – Concentration of Risk   The Company had revenue of $178,887 and $72,821 for the three months ending August 31, 2024, and August 31, 2023, respectively.   The Company had three customers that provided 84%, 13% and 2% of gross revenue for the quarter ended August 31, 2024, and for the quarter ended August 31, 2023, seven customers provided 88% of the gross revenue, such that one customer provided 44% of gross revenue, while the other six customers provided 7% of gross revenue each.

Subsequent Events	3 Months Ended
	Aug. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 14 – Subsequent Events   The Company paid $37,290 due on September 15, 2024, under the Diagonal Note.   Management has evaluated all other subsequent events when these consolidated financial statements were issued and has determined that none of them requires disclosure herein.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Aug. 31, 2024
Accounting Policies [Abstract]
Accounting Principles	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, 2024, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 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 Company’s audited consolidated financial statements and related notes thereto for the year ended May 31, 2024.
Use of Estimates	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	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 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, 2024, and May 31, 2024.
Accounts Receivable	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, 2024, and May 31, 2024.
Revenue Recognition	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.   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.
Contract Modifications	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	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, 2024, and May 31, 2024, the Company had no remaining performance obligations.
Share-Based Payments	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. 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	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	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.
Fair Value Measurements	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	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.
Income (Loss) per Share	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, 2024, and August 31, 2023, the Company had no dilutive securities.
Recently Issued Accounting Standards	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.

Debt (Tables)	3 Months Ended
	Aug. 31, 2024
Debt Disclosure [Abstract]
Schedule of EIDL loans	August 31, 2024     May 31, 2024   SBA (EIDL) current portion   $ 7,054     $ 7,054   SBA (EIDL) noncurrent portion     249,500       249,361     $ 256,554     $ 256,415

Right-of-Use Assets and Lease Liabilities (Tables)	3 Months Ended
	Aug. 31, 2024
Right-of-use Assets And Lease Liabilities
Schedule of amount related to leases	August 31, 2024     May 31, 2024   Right-of-use asset   $ 35,017     $ 43,150   Less: Accumulated amortization     (7,480 )     (7,480 ) Right-of-use asset, net   $ 27,537     $ 35,670                     Lease liabilities – current   $ 22,225     $ 21,877   Lease liabilities – noncurrent     –       4,906     $ 22,225     $ 26,873

Revenue (Tables)	3 Months Ended
	Aug. 31, 2024
Revenue from Contract with Customer [Abstract]
Schedule of disaggregated revenue	Quarter Ended August 31,       2024     2023   Clinical trials   $ 173,386     $ 62,958   Consulting fees     –       8,333   Merchandise     501       1,530   Total revenue   $ 178,887     $ 72,821

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023	May 31, 2024
Accounting Policies [Abstract]
Cash equivalents	$ 0		$ 0
Allowance for doubtful accounts	0		0
Remaining performance obligations	$ 0		$ 0
Antidilutive securities excluded from computation of earnings per share, amount	0	0

Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023	May 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating Income (Loss)	$ 97,604	$ 176,784
Net Cash Provided by (Used in) Continuing Operations	30,413
[custom:WorkingCapital-0]	833,355
Retained Earnings (Accumulated Deficit)	$ 5,410,385		$ 5,334,081

Debt (Details - Schedule of EIDL Loans) - USD ($)	Aug. 31, 2024	May 31, 2024
Debt Disclosure [Abstract]
SBA (EIDL) current portion	$ 7,054	$ 7,054
SBA (EIDL) noncurrent portion	249,500	249,361
Total EIDL loans	$ 256,554	$ 256,415

Debt (Details Narrative) - USD ($)									1 Months Ended			3 Months Ended		12 Months Ended
	May 13, 2024	Mar. 14, 2024	Dec. 20, 2022	Oct. 17, 2022	Oct. 13, 2022	Aug. 08, 2022	Aug. 03, 2022	Jun. 29, 2022	Apr. 30, 2023	Jan. 31, 2023	Jun. 30, 2020	Aug. 31, 2024	Aug. 31, 2023	May 31, 2022	May 31, 2020	May 31, 2024
Short-Term Debt [Line Items]
Forgiveness of debt												$ 23,638	$ 0
Outstanding balance, including interest												112,629				$ 151,267
[custom:DebtInstrumenDiscount-0]												11,000
September 15, 2024 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Periodic Payment, Principal												37,290
January 15, 2025 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Periodic Payment, Principal												9,322
June 2022 Unrelated Party Loan [Member]
Short-Term Debt [Line Items]
Loan repaid					$ 297			$ 589
Borrowings from an unrelated party								$ 12,500
Annual interest rate								14.00%
Frequency of periodic payment					24 weeks			24 weeks
Outstanding balance, including interest					$ 6,304
Loans Payable [Member]
Short-Term Debt [Line Items]
Outstanding balance, including interest												15,073
Loans Payable 1 [Member]
Short-Term Debt [Line Items]
Loan repaid							$ 1,188
Borrowings from an unrelated party							$ 15,000
Annual interest rate							42.50%
Outstanding balance, including interest												15,553
Diagonal Note [Member]
Short-Term Debt [Line Items]
Outstanding balance, including interest												74,850
Debt Instrument, Fee Amount		$ 66,000
[custom:DebtInstrumenUnrelatedPartyAndReceived-0]		50,000
[custom:DebtInstrumenDiscount-0]		11,000
Debt Instrument, Collateral Fee		5,000
Debt Instrument, Periodic Payment, Interest		$ 8,580
Financing Agreement [Member]
Short-Term Debt [Line Items]
Loan repaid														$ 1,218
Borrowings from an unrelated party														$ 50,000
Annual interest rate														20.90%
Frequency of periodic payment														per week for one year
Outstanding balance, including interest												54,209
Financing Agreement 2 [Member]
Short-Term Debt [Line Items]
Loan repaid										$ 1,874
Borrowings from an unrelated party										$ 20,000
Annual interest rate										33.50%
Outstanding balance, including interest												1,674
Financing Agreement 3 [Member]
Short-Term Debt [Line Items]
Loan repaid									$ 1,718
Borrowings from an unrelated party									$ 37,475
Annual interest rate									19.00%
Outstanding balance, including interest												$ 26,300
A F Agreement [Member]
Short-Term Debt [Line Items]
Loan repaid			$ 6,114	$ 3,057		$ 6,114
Borrowings from an unrelated party			$ 76,000	$ 10,000		$ 45,000
Annual interest rate			26.40%	26.40%		26.40%
Frequency of periodic payment			per week for 17 weeks	per week for four weeks		per week for 20 weeks
Agreed to settled amount	$ 38,638
Consideration of payment amount	$ 15,000
Economic Injury Disaster Loan [Member]
Short-Term Debt [Line Items]
Loan received											$ 106,200				$ 143,100
Loan interest rate											3.75%				3.75%
Loan repaid											$ 518				$ 698
Debt instrument period											30 years				30 years

Right-of-Use Assets and Lease Liabilities (Details) - USD ($)	Aug. 31, 2024	May 31, 2024
Right-of-use Assets And Lease Liabilities
Right-of-use asset	$ 35,017	$ 43,150
Less: Accumulated amortization	(7,480)	(7,480)
Right-of-use asset, net	27,537	35,670
Lease liabilities – current	22,225	21,877
Lease liabilities – noncurrent	0	4,906
Operating lease liabilities	$ 22,225	$ 26,873

Right-of-Use Assets and Lease Liabilities (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Right-of-use Assets And Lease Liabilities
Operating lease expense	$ 18,248	$ 20,953

Revenue (Details) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 178,887	$ 72,821
Clinical Trials [Member]
Disaggregation of Revenue [Line Items]
Total revenue	173,386	62,958
Consulting Fees [Member]
Disaggregation of Revenue [Line Items]
Total revenue	0	8,333
Merchandise [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 501	$ 1,530

Revenue (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Revenue from Contract with Customer [Abstract]
Cost of revenues	$ 8,362	$ 8,820

Stockholders’ Deficiency (Details Narrative) - $ / shares		3 Months Ended
	Aug. 11, 2024	Aug. 31, 2024	May 31, 2024	Jul. 20, 2022
Class of Stock [Line Items]
Capital units authorized		20,010,000,000
Common stock, shares authorized		20,000,000,000	20,000,000,000
Preferred stock, shares authorized		10,000,000	10,000,000
Preferred stock, shares outstanding		2,000	1,000
Incorporation amendment description		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.
Common stock, shares issued		10,556,749,347	10,431,749,347
Common stock, shares outstanding		10,556,749,347	10,431,749,347
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		2,500,000	2,500,000
Preferred stock, par value		$ 0		$ 0.001
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued		2,500,000	2,500,000
Preferred stock, shares outstanding		2,500,000	2,500,000
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		1,000
Preferred stock, par value		$ 0
Preferred stock, shares issued				1,000
Common Stock [Member] | Treasurer [Member]
Class of Stock [Line Items]
Number of shares authorized for services	125,000,000
Common Stock [Member] | Secretary [Member]
Class of Stock [Line Items]
Number of shares authorized for services	125,000,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		2,000	2,000
Series B Preferred Stock [Member] | Treasurer [Member]
Class of Stock [Line Items]
Number of shares issued services	1,000

Income Taxes (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Net operating loss carryforwards	$ 5,410,385	$ 5,410,385
Maximum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Federal tax rate	35.00%
Minimum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Federal tax rate	21.00%

Commitments and Contingencies (Details Narrative) - USD ($)						3 Months Ended
	Sep. 15, 2023	Mar. 15, 2023	Jul. 01, 2022	Jul. 01, 2021	Jul. 01, 2020	Aug. 31, 2024
Property, Plant and Equipment [Line Items]
Operating leases, rent expense monthly payment			$ 3,823	$ 3,676	$ 3,529	$ 3,382
Operating lease, description						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.
Officers Leased Property [Member]
Property, Plant and Equipment [Line Items]
Operating leases, rent expense monthly payment	$ 3,164	$ 3,168
Lease expiration date	Sep. 14, 2024	Sep. 14, 2023
Operating lease payments	$ 2,817	$ 2,817				$ 2,817

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Related Party Transactions [Abstract]
Balance of related party liabilities	$ 572,340	$ 503,214

Concentration of Risk (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Concentration Risk [Line Items]
Revenues	$ 178,887	$ 72,821
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | First Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	84.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Second Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	13.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Third Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	2.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Seven Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage		88.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage		44.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Six Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage		7.00%

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