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

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 February 29, 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 466S, Houston, TX	77036
(Address of Principal Executive Office)	(ZIP Code)

(214) 733-0868

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 10,381,749,347 shares of common stock.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

for the Quarterly Period Ended February 29, 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	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

SIGNATURES		25

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

(formerly named China Infrastructure Construction Corp.)

CONSOLIDATED

BALANCE SHEET


	February 29, 2024			May 31, 2023
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	794		$	8,913
Accounts receivable		17,041			10,549
Related party receivables		–			–
Other current assets		598			–
TOTAL CURRENT ASSETS		18,433			19,462
Right-of-use asset, net of accumulated depreciation		75,541			23,920
TOTAL ASSETS	$	93,974		$	43,382

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	257,527		$	111,299
Overdraft		5,485			–
Deferred revenue		–			28,641
Related party payables		323,678			105,173
Short-term loan		151,267			121,407
SBA loan – current		7,054			14,592
PPP loan		–			–
Lease liabilities – current		56,039			4,435
TOTAL CURRENT LIABILITIES		801,049			385,547

LONG-TERM LIABILITIES
SBA loan – noncurrent		249,500			249,500
Lease liabilities – noncurrent		19,502			–
TOTAL LONG-TERM LIABILITIES		269,002			249,500
TOTAL LIABILITIES		1,070,052			635,047

STOCKHOLDERS’ DEFICIENCY
Authorized 10,000,000 shares of preferred stock, of which 2,500,000 shares have been designated Series A Convertible Preferred Stock and issued and 1,000 shares have been designated Series B Preferred Stock and issued		–			–
Common stock, without par value: 20,000,000,000 shares authorized; 10,431,749,347 and 10,059,677,919 shares issued and outstanding at February 29, 2024, and May 31, 2023, respectively.		–			–
Additional paid-in capital		4,222,068			4,091,071
Accumulated deficit		(5,198,146	)		(4,682,736	)
TOTAL STOCKHOLDERS’ DEFICIENCY		(976,078	)		(591,665	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	93,974		$	43,382

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

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

(formerly named China Infrastructure Construction Corp.)

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


	Three Months Ended						Nine Months Ended
	February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023

Revenues	$	36,411		$	51,252		$	172,979		$	270,413
Cost of revenues		11,809			24,120			35,721			77,443
Gross profit		24,602			27,132			137,258			192,970

Cost and expenses
General and administrative		25,289			48,498			114,012			102,005
Contract labor		38,344			165,603			173,725			528,610
Professional fees		95,074			65,623			202,496			173,767
Officer compensation		8,000			10,735			32,000			36,235
Rent and lease		17,488			19,767			69,652			55,915
Travel		378			1,772			1,878			4,911
Total operating expenses		184,573			311,998			593,764			901,443

Operating loss		(159,971	)		(284,866	)		(456,506	)		(708,473	)

Other income (expense)
Forgiveness of debt		–			–			–			41,666
Interest		(49,221	)		(39,789	)		(58,904	)		(89,767	)
Total other income (expense)		(49,221	)		(39,789	)		(58,904	)		(48,101	)

Net loss	$	(209,192	)	$	(324,655	)	$	(515,410	)	$	(756,574	)

Average common stock outstanding		10,372,408,688			7,858,525,520			10,317,612,225			8,724,596,387

Average earnings (loss) per share	$	(0.00002	)	$	(0.00004	)	$	(0.00005	)	$	(0.00009	)

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

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

(formerly named China Infrastructure Construction Corp.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 29, 2024

(Unaudited)


	Series A Convertible Preferred Stock					Series B Preferred Convertible 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			74,997			–			74,997
Withdrawal		–		–			–		–		–			(19,000	)		–			(19,000	)
Net loss for the quarter		–		–			–		–		–			–			(181,792	)		(181,792	)
Balance - August 31, 2023		2,500,000		–			1,000		–		10,331,749,347			4,147,068			(4,864,528	)		(717,460	)

Net loss for the quarter		–		–			–		–		–			–			(124,426	)		(124,426	)

Balance - November 30, 2023		2,500,000		–			1,000		–		10,331,749,347			4,147,068			(4,988,954	)		(841,886	)

Issuance of common stocks for service		–		–			–		–		100,000,000			75,000			–			75,000
Net loss for the quarter		–		–			–		–		–			–			(209,192	)		(209,192	)
Balance - February 29, 2024		2,500,000	$	–			1,000	$	–		10,431,749,347		$	4,222,068		$	(5,198,146	)	$	(976,078	)


Balance May 31, 2022		2,500,000	$	2,500			1,000	$	–		8,612,998,299		$	3,286,605		$	(3,650,156	)	$	(361,051	)
Sales of common stock for cash		–		–			–		–		125,000,000			75,000			–			75,000
Change in par value of common stock		–		(2,500	)		–		–		–			2,500			–			–
Exchange of Series B Preferred Stock for common stock		–		–			–		–		(595,467,205	)		–			–			–
Net loss for the quarter		–		–			–		–		–			–			(212,030	)		(212,030	)
Balance August 31, 2022		2,500,000		–			1,000		–		8,142,531,094			3,364,105			(3,862,186	)		(498,081	)

Sales of common stock for cash		–		–			–		–		704,388,889			312,666			–			312,666
Net loss for the quarter		–		–			–		–		–			–			(219,886	)		(219,886	)
Balance November 30, 2022		2,500,000		–			1,000		–		8,846,919,983			3,676,771			(4,082,072	)		(405,301	)

Sales of common stock for cash		–		–			–		–		612,757,936			248,300			–			248,300
Reconciling difference		–		–			–		–		–			–			(2	)		(2	)
Net loss for the quarter		–		–			–		–		–			–			(324,655	)		(324,655	)
Balance February 28, 2023		2,500,000	$	–			1,000	$	–		9,459,677,919		$	3,925,071		$	(4,406,729	)	$	(481,658	)

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

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

(formerly named China Infrastructure Construction Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended
	February 29, 2024			February 28, 2023

OPERATING ACTIVITIES
Net loss	$	(515,410	)	$	(756,574	)
Adjustment for issuance of common stock (non-cash expense)		75,000			–
Amortization of right-of-use-asset and liability		(51,621	)		(5,722	)
Forgiveness of PPP loan		–			(41,666	)
Adjustment to reconcile net income
Changes to lease liability		71,107			–
Changes in assets and liabilities
Accounts receivable		(7,091	)		1,130
Accounts payable and accrued expenses		146,228			18,669
Bank overdraft		5,485			–
Deferred revenue		(28,641	)		–
Related party payable		–			73,646
NET CASH USED IN OPERATIONS		(304,943	)		(710,516	)

INVESTING ACTIVITIES
Investments		–			–
NET CASH PROVIDED BY INVESTING ACTIVITIES		–			–

FINANCING ACTIVITIES
Proceeds from issuance of common stock		75,000			635,966
Sale of preferred stocks		–			–
Proceeds of short-term loans		29,859			68,720
Repayment of SBA loan		(7,539	)		(497	)
Repayment of related party loan		(19,000	)		–
Proceeds from related party loan		218,504			–
NET CASH PROVIDED BY FINANCING ACTIVITIES		296,824			704,189

NET DECREASE IN CASH		(8,119	)		(6,327	)

CASH AT BEGINNING OF PERIOD		8,913			31,982

CASH AT END OF PERIOD	$	794		$	25,655

Supplemental disclosure of cash flow information
Cash paid for interest	$	–		$	86,767

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

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

(formerly named China Infrastructure Construction Corp.)

Notes to Unaudited Consolidated Financial Statements

February 29, 2024

Note 1 – Organization and Business

Organization and Operations

Cannabis Bioscience International Holdings, Inc., a Colorado corporation (the “Company”), was formed on February 28, 2003, as a limited liability company under the name Fidelity Aircraft Partners LLC. On December 16, 2009, it converted to a corporation under the name Fidelity Aviation Corporation, and on August 24, 2009, it changed its name to China Infrastructure Construction Corp. On February 28, 2018, the Company changed its name to Hippocrates Direct Healthcare, Inc.; on July 4, 2018, it resumed the name China Infrastructure Construction Corp. On December 6, 2022, it changed its name to its present name. The Company provides educational systems focused on medical cannabis in cities throughout the United States and six countries in Latin America. The Company provides services to third parties in therapeutic areas of clinical trials and conducts clinical trials relating to cannabinoids for its own account. The Company has one non-operating subsidiary, Alpha Fertility and Sleep Center, LLC, a Texas limited liability company, through which it conducted its sleep center business until April 30, 2023.

Note 2 – Summary of Significant Accounting Policies

Accounting Principles

The accompanying unaudited consolidated financial statements have been prepared by management using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at February 29, 2024, and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended February 29, 2024, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and related notes thereto for the year ended May 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. Certain of these estimates could be affected by external conditions, including those unique to the Company’s businesses, and general economic conditions. These external conditions could have an effect on the Company’s estimates that could cause actual results to differ materially from its estimates. Actual results could differ from those estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Significant estimates relied upon in preparing these statements include revenue recognition, accounts receivable reserves, accrued expenses, share-based compensation and the recoverability of the Company’s net deferred tax assets and any related valuation allowance.

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.

Reclassification

Certain amounts in the prior consolidated financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no impact on the results of operations, changes in equity, or cash flows.

Cash and Cash Equivalents

Cash equivalents are short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less at the date acquired. The Company had zero investment securities that were deemed cash equivalents at February 29, 2024, and November 30, 2023, respectively.

Accounts Receivable

Included in accounts receivable on the balance sheets are amounts primarily related to customers. The Company estimates losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written off when it is probable that all contractual payments due will not be collected in accordance with the terms of the related agreement. Based on experience and the judgment of management, there was no allowance for doubtful accounts at February 29, 2024, and May 31, 2023.

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 on the guidance in ASC 606-10-32-196-16 and -17, whereby the timing of when services are provided are at the discretion of the customers or a substantial amount of the consideration promised by the customer is variable and not in the control of the customer or the Company. There is no significant financing component to any of the Company’s contracts.

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

There is no significant financing component to any contracts.

Contract Modifications

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

Remaining Performance Obligations

The Company follows ASC 606, which requires the allocation of the transaction price to the remaining performance obligations of a contract and applies a practical expedient allowing it not to disclose the amount of the transaction price allocated to the remaining performance obligations for contracts with an original expected duration of one year or less. At February 29, 2024, and May 31, 2023, the Company had no remaining performance obligations.

Share-Based Payments

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

Leases

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

Cash Flows

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

Fair Value Measurements

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

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

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

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

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

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

Income Taxes

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

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

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

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

Loss per Share

The Company computes basic earnings per share amounts in accordance with Accounting Standards Codification Topic 260, “Earnings per Share.” Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. At February 29, 2024, and February 28, 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 contemplate the Company’s continuation as a going concern in accordance with ASC 240-40-50. The Company’s history of recurring losses, negative working capital and negative cash flows from operating activities raises substantial doubt about its ability to continue as a going concern. The Company has not generated any profits since inception and its current cash balances will not meet its working capital needs. During the quarter ended February 29, 2024, the Company had a net loss from operations of $515,410, net cash used in operations of $304,943, a working capital deficit of $782,616 and an accumulated deficit of $5,198,146.

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

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

Note 4 – Debt

PPP Loans

During the years ended May 31, 2021, and May 31, 2020, the Company received one loan of $31,750, two loans of $20,833 each and three loans of $5,000 each under the Payroll Protection Program (the “PPP”). The PPP was established in 2020 as part of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) to provide loans to qualifying businesses for amounts up to 2.5 times their average monthly payroll expenses. At May 31, 2022, the Company’s outstanding PPP loans of $41,666 were recorded as current liabilities; these loans were forgiven on June 21, 2022. On May 5, 2021, pursuant to the CARES Act, the Company received forgiveness of the loan of $31,750; it received forgiveness of a loan of $5,000; on March 16, 2021, it received forgiveness for a loan of $5,000; and on March 18, 2021, it received forgiveness for a loan of $5,000, Each such forgiveness was recorded as other income during the year in which it received official notice that it was forgiven.

EIDL Loans

In May 2020, the Company received $143,100 from the Small Business Administration as an Economic Injury Disaster Loan (“EIDL”) to help fund its operations during the COVID-19 pandemic. The loan bears interest at the rate of 3.75% per annum and is payable in monthly installments of $698 over a 30-year period, with deferral of payments for the first 12 months. An additional $10,000 borrowed under EIDL, which was provided for payroll, was forgiven and recorded as Other Income during 2022.

In June 2020, the Company received proceeds of $106,200 from the Small Business Administration through a second EIDL loan to help fund its operations during the COVID-19 pandemic. The loan bears interest at the rate of 3.75% per annum and is payable in monthly installments of $518 over a 30-year period. An additional $4,000 borrowed under EIDL, which was provided for payroll, was forgiven and recorded as Other Income during 2022.

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

Schedule of EIDL loans
	February 29, 2024 (Unaudited)		May 31, 2023 (Audited)
SBA (EIDL) current portion	$	7,054	$	14,592
SBA (EIDL) noncurrent portion		249,500		249,500
Total EIDL Loans	$	256,554	$	264,092

Short-Term Loans

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

	·	In May 2022, the Company entered into a financing agreement with an unrelated party for a loan of $50,000 at an annual interest rate of 20.9%, to be repaid at the rate of $1,218 per week for one year. At February 29, 2024, the outstanding balance, including interest, was $54,029.

	·	On August 8, 2022, the Company entered into a financing 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 $3,057 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% and was to be repaid at the rate of $3,057 per week for four weeks.

	·	On December 20, 2022, the Company increased the loan to $76,000 and modified the financing agreement 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. The outstanding balance at February 29, 2024, including interest, was $38,638.

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 February 29, 2024, the outstanding balance of this loan, including interest, was $15,073.

On August 3, 2022, the Company borrowed $15,000 from an unrelated party at an annual interest rate of 42.5%, repayable at the rate of $1,188 per month for 18 months. At February 29, 2024, the outstanding balance of this loan, including interest, was $15,553.

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:

Schedule of leases
	February 29, 2024 (Unaudited)		May 31, 2023 (Audited)
Right-of-use asset	$	83,021	$	155,387
Less: Accumulated amortization		7,480		131,467
Right-of-use asset, net	$	75,541	$	23,920

Lease liabilities – current	$	56,039	$	4,435
Lease liabilities – noncurrent		19,502		–
Operating lease liability	$	75,541	$	4,435

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

The Company’s total operating lease expense was $28,673 and $31,210 during the quarters ended February 29, 2024, and November 30, 2023, respectively. See Note 10 for additional lease information.

Note 6 -- Revenue

Most of the Company’s revenue is generated by the performance of services to customers and recognized at a point in time based on the evaluation of when the customer obtains control of the products. Revenue is recognized when all performance obligations under the terms of a contract are satisfied, net of certain taxes and gain/loss resulting from changes in foreign currency. Revenue is recorded when customer acceptance is received and all performance obligations have been satisfied. Sales of goods typically do not include multiple products and/or service elements.

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

Schedule of disaggregated revenue
	Three Months Ended				Nine Months Ended
	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Clinical trials	$	35,601	$	41,997	$	150,568	$	230,292
Sales of Product Income		–		6,056		–		19,315
Consulting Fees		–		–		16,667		–
Seminar fees		–		3,007		1,925		16,433
Royalty Income		–		–		–		42
Video Course Purchase		–		59		–		2,497
Merchandise		810		134		3,819		1,634
Total revenue	$	36,411	$	51,252	$	172,979	$	270,413

Cost of revenue consists of third-party costs associated with patient stipends, sleep study fees and audio/video fees. At February 29, 2024, and February 28, 2023, cost of revenues totaled $35,721 and $77,443, respectively.

Note 7 – Stockholders’ Deficit

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

Preferred Stock

The Company has designated 2,500,000 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Stock”). Until July 20, 2022, each share had a par value of $0.001; on that date, the Company amended its articles of incorporation to provide that each such share has no par value. Under this amendment, (i) Series A Stock is entitled to receive dividends on the shares of Common Stock into which such shares are convertible, (ii) has the voting power of the number of shares of Common Stock into which such shares are convertible, (iii) is redeemable at the option of the Company for a redemption price equal to the number of shares of Common Stock into which the redeemed shares are convertible and (iv) are senior to the Common Stock and junior to the Series B Convertible Preferred Stock described below. At November 30, 2023, and May 31, 2023, there were 2,500,000 shares of Series A Stock issued and outstanding.

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

Common Stock

During the nine months ended February 29, 2024, the Company issued 372,071,428 shares of Common Stock for $131,000, net of a rescission of an issuance of 19,000,000 shares of Common Stock for $19,000.

On January 16, 2024, and February 9, 2024, the Company issued a total of 100,000,000 shares of Common Stock to unrelated parties as consideration under two service agreements. The market value of the shares issued has been recorded as expense in the consolidated statement of operations.

At February 29, 2024, and May 31, 2023, there were respectively 10,431,749,347 and 10,059,677,919 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 approximately $5,198,149 and $4,406,729 at February 29, 2024, and February 28, 2023, respectively, for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, the use of net operating loss carryforwards may be limited in future years. They generally expire 20 years from when incurred.

Income taxes for 2017 to 2024 remain subject to examination.

Note 10 – Commitments and Contingencies

The Company leases premises of approximately 4,500 square feet located at 6201 Bonhomme Road, Suites 460S and 466S, Houston, Texas. The lease provided for base rent of $3,382 per month, increasing to (i) $3,529 per month on July 1, 2020, (ii) $3,676.04 per month on July 1, 2021, and (iii) $3,823 per month on July 1, 2022, subject to CPI increase. On March 23, 2023, the Company amended the lease to extend its term to June 30, 2024, at a base rent of $4,779 per month. On September 5, 2023, the lease was amended to extend its term to June 30, 2025, at rentals of $0 per month for the two months ended November 30, 2023, $$4,779 per month for the 10 months ending June 30, 2024, and $4,926 per month for the 12 months ending June 30, 2025. For information regarding the recording of the right-of-use asset and the lease liability in the balance sheets in respect of this lease, see Note 5.

Two of the Company’s officers leased 1,400 square feet in Houston, Texas (the “Officers’ Leased Property”), under a lease, the term of which commenced on February 29, 2020, and expired on March 14, 2022, at a rent of $3,449 per month. These officers made a portion of these premises available to the Company for office space on a month-to-month basis, for which the Company paid them $2,817 per month. On March 15, 2022, these officers entered into a new lease for the same premises, which expired on September 14, 2022, at a rent of $3,008 per month, and these officers continued to make a portion of these premises available to the Company for use as office space, for which the Company is paying them $2,817 per month on a month-to-month basis. On September 15, 2022, the officers that leased the Officers’ Leased Property entered into a new lease for these premises, which expired on March 14, 2023, at a rent of $3,038 per month, and these officers continued to make 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 March 2, 2023, these officers entered into a new lease for the same premises, which expires on September 14, 2023, at a rent of $3,168 per month; they are continuing to make 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 6, 2023, these officers entered into a new lease therefor, which commenced on September 15, 2023, and will expire on September 14, 2024, at a rent of $3,164 per month and they are making a portion of these premises available to the Company for use as office space, for which the Company is paying them $2,817 per month.

Note 11 – Related Party Transactions

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

The balance of related party liabilities owed to certain shareholders totaled $323,678 and $105,173 at February 29, 2024, and May 31, 2023, respectively.

During the year ended May 31, 2023, the Company wrote off $12,000 owed by a former related party.

Note 12 – Off-Balance-Sheet Arrangements

The Company has no off-balance sheet arrangements.

Note 13 – Concentration of Risk

The Company had revenue, net of taxes and foreign currency gain/loss of $172,979 and $270,413 for the nine months ended February 29, 2024, and February 28, 2023, respectively.

The Company had one customer that provided 79% of gross revenue for the nine months ended February 29, 2024, and two customers that provided 71% of gross revenue for the nine months ended February 29, 2023.

Note 14 – Subsequent Events

During the nine months ended February 29, 2024, the COVID-19 pandemic continued to have a material adverse effect on the Company’s educational business because governmental measures that we imposed to control it resulted in the closing of classrooms and other educational venues, and also hindered the Company’s franchising and consulting activities. As the pandemic has abated, many of these restrictions have been removed and the Company is beginning to resume normal operations. If the pandemic does not continue to abate, because of infections resulting from emerging virus variants or for other reasons, restrictions could be reimposed or increased. The ultimate impact of the pandemic will depend on future developments, which are highly uncertain and cannot be predicted.

After March 1, 2024, the Company repaid the estate of a deceased officer $2,500.

On April 12, 2024, the Company signed a 12-month lease for 6201 Bonhomme Road, Suite 435N, comprising 1,367 square feet. The lease provides for base rent of $1,631 per month. The effective date of the lease is May 1, 2024. This new lease replaces the existing lease for 6201 Bonhomme Road, Suite 466S.

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

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

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY’S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS, THE NOTES THERETO AND THE OTHER FINANCIAL INFORMATION APPEARING IN THIS REPORT.

Introduction

The financial data discussed below are derived from the unaudited consolidated financial statements of the Company as of February 29, 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 Registration Statement on Form S-1 (File No. 333-267038), which was declared effective on December 5, 2023. Further, the Company urges caution regarding the forward-looking statements which are contained in this Report because they involve risks, uncertainties and other factors affecting its operations, market growth, service, products and licenses that may cause the Company’s actual results and achievements, whether expressed or implied, to differ materially from the expectations the Company describes in its forward-looking statements.

General Statement of Business

The Company, headquartered in Houston, Texas, conducts clinical trials for Sponsors and CROs and as a Sponsor through Alpha Research Institute and cannabis-related education in classrooms, seminars and online through Pharmacology University

Going Concern

As indicated in Note 3 of the notes to the audited consolidated financial statements for the year ended May 31, 2023, 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 the resumption of services that were interrupted by the COVID-19 pandemic, 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 on a timely basis and satisfactory terms, the Company’s operations could be materially negatively impacted, or it could be forced to curtail or terminate its operations.

Impact of the Covid-19 Pandemic

The COVID-19 pandemic has adversely impacted the Company and its financial results in different ways, depending on the particular business operation, as follows:

Pharmacology University Business.

The Company encountered quarantines, restrictions on gatherings and other governmental regulations that precluded classroom education, as well as restrictions on travel that reduced consulting activities. The Company reduced the impact of the pandemic by developing online educational programs and transitioning its workforce to a remote working environment without reducing its workforce. Revenue from this operation was increased from $18,323 in the year ended May 31, 2019 (unaudited), to $44,799 and $38,440 in the years ended May 31, 2020, and May 31, 2021, respectively; revenue for the year ended May 31, 2022, was $18,341 and for May 31, 2023, was $42,655. Revenues of this business for the three months and nine months ended February 29, 2024, were $810 and $22,979, respectively, compared with revenues for the three months and nine months ended February 28, 2023, of $8,256 and $39,921, respectively.

Clinical Trials. Quarantines, restrictions on gatherings and other governmental regulations, amplified by potential patients’ fears of contracting COVID-19 at the Company’s clinics, negatively affected clinical trials. In addition, these clinics were subject to closure if cases of the virus were detected. Revenue from this operation changed from $165,666 in the year ended May 31, 2019 (unaudited), to $84,979 and $706,008 in the years ended May 31, 2020, and May 31, 2021, respectively; revenue for the year ended May 31, 2022, was $196,637; revenue for the year ended May 31, 2023, was $266,280. Revenues of this business for the three months and nine months ended February 29, 2024, were $35,601 and $150,568, respectively, compared with revenues for the three months and nine months ended February 29, 2024, of $41,746 and $230,242, respectively.

Name Change

The Company believes that it may have been negatively impacted by the association of the pandemic with the People’s Republic of China because “China” appeared in its former corporate name. Although the Company has no operations in or any relationship with China, the Company believes that potential investors may have been deterred from considering the Company because of concerns related to that country. For this reason, and because the Company’s corporate name does not reflect its activities, it changed its name to Cannabis Bioscience International Holdings, Inc. on December 6, 2022.

Results of Operations

Comparison of the Three Months Ended February 29, 2024, and February 28, 2023

The following table sets forth information from the statements of operations for the three months ended February 29, 2024, and February 28, 2023.

	Three Months Ended
	February 29, 2024			February 28, 2023
Revenues	$	36,411		$	51,252
Cost of revenues		11,809			24,120
Gross profit		24,602			27,132

Total operating expenses		184,573			312,000
Operating loss		(159,971			(284,868	)

Non-operating income (expense):
Interest		(49,221	)		(39,789	)
Other income		–			–
Net loss	$	(209,192	)	$	(324,657	)

Revenues

Revenues were $36,411 and $51,002 for the three months ended February 29, 2024, and February 28, 2023, respectively. The decrease was primarily due to a $6,145 decrease in revenues from clinical trials and decreases of $6,56 and $3,007 in revenues from sales of products and seminars fees, respectively.

Cost of Revenues

Cost of revenues for the three months ended February 29, 2024, and February 28, 2023, were $11,809 and $24,120, respectively. The difference was primarily due to a $56,415 reduction in cost of revenues for clinical trials.

Total Operating Expenses

The following table sets forth total operating expenses for the three months ended February 29, 2024, and February 28, 2023:

	Three Months Ended
	February 29, 2024		February 28, 2023
General and administrative	$	25,289	$	48,498
Contract labor		38,344		165,603
Professional fees		95,074		65,623
Officer compensation		8,000		10,736
Rent		17,488		19,768
Travel		378		1,772
Total operating expenses	$	184,573	$	312,000

Total operating expenses were $184,573 and $312,000 for the three months ended February 29, 2024, and February 28, 2023, respectively. The decrease is attributable to reductions of $127,259 and $23,209 in contract labor and general and administrative, respectively, offset by an increase of $29,451 in professional fees. The increase was caused by financial fees and expenses related to loans amounting to $62,345. A significant portion of professional fees was incurred in connection with issuance of 100,000,000 common stock in exchange of service.

Operating Loss

Operating loss decreased from $284,866 for the three months ended February 28, 2023, to $159,971 for the three months ended February 29, 2024, due to the decrease in operating expenses described above.

Other Income (Expense)

For the three months ended February 29, 2024, and February 28, 2023, interest was $49,221 and $39,789, respectively.

Net Loss

Net loss for the three months ended February 29, 2024, was $209,192, versus $324,655 for the three months ended February 28, 2023, for the reasons described above.

Comparison of the Nine Months Ended February 29, 2024, and February 28, 2023

The following table sets forth information from the statements of operations for the nine months ended February 29, 2024, and February 28, 2023.

	Nine Months Ended
	February 29, 2024			February 28, 2023
Revenues	$	172,979		$	270,413
Cost of revenues		35,721			77,443
Gross profit		137,258			192,970

Total operating expenses		(593,764	)		901,443	)
Operating loss		(456,506	)		(708,473	)

Non-operating income (expense):		–
Interest		(58,904	)		(89,767	)
Other income		–			41,666
Net loss	$	(515,410	)	$	(756,574	)

Revenues

Revenues were $172,979 and $270,413 for the nine months ended February 29, 2024, and February 28, 2023, respectively. The decrease was primarily due to decreases in revenues of $79,924 and $19,315 from clinical trials and seminars, respectively, offset by an increase of $16,667 in consulting fees.

Cost of Revenues

Cost of revenues for the nine months ended February 29, 2024, and February 28, 2023, were $35,721 and $77,443, respectively. The difference was primarily due to a $31,182 reduction in cost of revenues for clinical trials.

Total Operating Expenses

The following table sets forth total operating expenses for the nine months ended February 29, 2024, and February 28, 2023:

	Nine Months Ended
	February 29, 2024		February 28, 2023
General and administrative	$	114,012	$	102,005
Contract labor		173,725		528,610
Professional fees		202,496		173,767
Officer compensation		32,000		36,235
Rent		69,652		55,915
Travel		1,878		4,911
Total operating expenses	$	593,764	$	901,443

Operating Loss

Operating loss decreased from $708,473 for the nine months ended February 28, 2023, to $456,506 for the nine months ended February 29, 2024, primarily due to a decrease of $354,885 in contract labor.

Other Income (Expense)

For the nine months ended February 29, 2024, and February 28, 2023, interest was $58,904 and $89,767, respectively. During the nine months ended February 29, 2024, the Company recorded income of $41,666 from forgiveness of a loan. As a result, other income (expense) for the nine months ended February 29, 2024, and February 28, 2023, showed losses of $58,904 and $48,101, respectively.

Net Loss

The net loss for the nine months ended February 28, 2023, was $756,574, versus $515,410 for the for the nine months ended February 29, 2024, for the reasons described above.

Changes in Financial Condition and Results of Operations

At February 29, 2024, the Company had $794 in cash and cash equivalents and accounts receivable of $17,041, negative working capital of $736,767 and no commitments for capital expenditures. At May 31, 2023, the Company had $8,913 in cash and cash equivalents and accounts receivable of $10,549, negative working capital of $366,085 and no commitments for capital expenditures. The Company had cash and cash equivalents of $794 on the date of this Report.

During the nine months ended February 29, 2024, and February 28, 2023, the Company had net cash used in operations of $304,943 and $711,516, respectively, and net cash provided by financing activities of $296,824 and $704,189, respectively. During the years ended May 31, 2023, and May 31, 2022, the Company had net cash used in operations of $898,367 and $870,704, respectively, and net cash provided by financing activities of $875,298 and $861,364, respectively. The Company had accumulated deficits of $5,198,146 at February 29, 2024, and $4,682,736 at May 31, 2023.

The Company’s ability to conduct its operations and to meet its financial obligations has been materially and substantially impacted by its inability to raise capital by sales of its common stock and by borrowing.

Impact of the COVID-19 Pandemic

As indicated elsewhere in this report, the Company was materially and adversely impacted by the COVID-19 pandemic. With the lifting of the restrictions imposed in response to the pandemic, the Company has resumed normal operations.

Off-Balance-Sheet Arrangements

The Company has no off-balance-sheet arrangements.

Recent Accounting Pronouncements

Refer to Note 2 of the accompanying financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of February 29, 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 February 29, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 nine months ended February 29, 2024, the Company sold 272,071,428 shares of Common Stock to 10 unrelated persons for an aggregate purchase price of $75,000 and issued 100,000,000 shares of common stock having a market value of $75,000, to two unrelated persons pursuant to service agreements without registration under the Securities Act. All of these issuances were made in reliance upon the exemptions from registration afforded by Section 4(a)(2) thereof and 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.

On December 28, 2023, Henry Levinski, a member of the board of directors and vice president of the Company, passed away. Dante Picazo, the Company’s chief executive officer, is performing Mr. Levinski’s duties as an officer. The vacancy in the board of directors created by his death has not been filled.

During the nine months ended February 29, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as these terms are defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

Exhibit Number		Title

10.1		Lease dated April 16, 2024, by and between 6201 Bonhomme, L.P. and the Registrant *
31		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Accounting Officer
32		Section 1350 Certification of Principal Executive Officer and Principal Accounting Officer
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.

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: April 22, 2024		/s/ Dante Picazo
		Dante Picazo Principal Executive Officer and Principal Accounting Officer

Exhibit xx.xx

L E ASE C DEFINITION OF LEASE TERMS L AN D L ORD: TENANT: BUILDING: SUITE: 435N ADDRESS: 6201 Bonhomme Rd, Houston, TX. 77036 TE R M : 6201 Bonhomme, L.P. Cannabis Bioscience International Holdings 6201 Bonhomme Rd. (name) One (1) years Zero months COMMENCEMENT DATE: 05/01/2024 BASIC RENT (monthly): $ 1,632.43 SECURITY DEPOSIT: $ 1,632.43 TENANT ADDRESS (not in building): 1625 Main St. #202 Houston, TX 77002 Driver’s License #: PHONE #: FAX #: ( 2 14 ) - 7 3 3 - 0 86 8 St a te: EIN/SSN #: EMAIL : dpicazo@msn.com (Tenant shall notify Landlord of any changes to its address or email account) Leasing Representative for Landlord: Christina Dadoush LANDLORD ADDRESS: 6201 Bonhomme, L.P. (FOR RENT PAYMENTS): PO BOX 4737 Houston, TX 77210 - 4737 (FOR ALL OTHER PURPOSES): 7324 Southwest Freeway, Suite 1900 HOUSTON, TEXAS 77074 SPECIAL PROVISIONS: Tenant agrees to the following rent schedule: Tenant shall have the right to occupy the premises from April 12, 2024 through April 30, 2024 at no additional charge. From May 01, 2024 to April 30, 2025 rent will be $1632.43 per month. All rates subject to CPI clause in this Lease. Attested by: Attested by: LANDLORD: 6201 Bonhomme, L.P. TE N ANT (signature) TE N ANT (print name) (signature) A Texas Corporation (Management Company for Landlord) LEASE PROVISIONS THIS LEASE (“Lease”) is made by and between LANDLORD and TENANT . In consideration of the mutual covenants and agreements herein set forth, and any other consideration, Landlord leases to Tenant and Tenant leases from Landlord the area generally outlined on the floor plan attached hereto as "Exhibit A", including the space and improvements described in “Exhibit B” attached hereto, and hereinafter referred to as the "Premises" which is part of the Building (hereinafter referred to as the "Building"), on the following terms and conditions : 1. TERM . The Term of this Lease shall continue, unless sooner terminated as provided hereinafter . If the Term is month - to - month, either party may terminate with a thirty ( 30 ) day written notice . Landlord may increase monthly Rent for any month - to - month lease with a thirty ( 30 ) day written notice to Tenant . In the event Tenant occupies the Premises prior to the Commencement Date, all terms and conditions of the Lease shall apply to the period of occupancy . 2. BASIC RENT AND SECURITY DEPOSIT . Except as provided for in this Lease, Tenant will pay to Landlord without deduction or setoff, Rent for each month of the Lease Term . “Rent” means Basic Rent plus all other amounts payable by Tenant under this Lease, including any charges and late fees . The Security Deposit shall be held by Landlord, without interest, as security for Tenant's performance under this Lease, and not as an advance payment of rent or a measure of Landlord’s damages . Upon an Event of Default (defined below) or any damage to the Building or Premises caused by Tenant, its employees or invitees, Landlord may, without prejudice to any other remedy, use the Security Deposit to cure such Event of Default or repair any damage . Following any application of DocuSign Envelope ID: D8DE0672 - 1D3F - 4270 - BEE7 - 5864E256765B $3,459.66 USD Dante Picazo By: Boxer Property Management Corp. 84 - 4901229 Texas 04986580 4/12/2024 Date: 4/16/2024 Date: 1 BPMC.Lease Form.TX.March 2013 Tenant Initials

3. (a) LANDLORD'S OBLIGATIONS. Landlord will furnish to Tenant at Landlord's expense: (1) water at those points of supply provided for the general use of tenants of the Building; (2) heated and refrigerated air conditioning in season, at such times as Landlord determines, and at such temperatures and in such amounts as reasonably considered necessary by Landlord; service on Sundays, Saturdays, and holidays are optional on the part of the Landlord; (3) janitorial services to the Premises on weekdays other than holidays and window washing as may, in Landlord’s judgment, be reasonably required; (4) passenger elevators (if applicable) for ingress to and egress from the Premises, in common with other tenants; (5) replacement of Building standard light fixtures; and (6) electric lighting for public areas and special service areas of the Building to the extent deemed by the Landlord to be reasonable. (b) Landlord shall furnish electrical current required for normal office use of the Premises. Upon the Commencement Date of the Lease, and thereafter, Tenant shall pay its estimated prorata share, using the rentable square footage of the Premises and the total rentable square footage of the Building, of the actual cost incurred by Landlord of providing electricity to the Premises, the common areas of the Building and the Building (“Electricity Cost”) . Tenant shall pay such estimated amount to Landlord in equal monthly installments, in advance on the first day of each month . Landlord shall have the right from time to time during any such calendar year of the Lease Term (as extended herein) to revise the written estimate of Tenant's share of the projected Electricity Cost and Tenant shall pay such revised estimated amount to Landlord in equal monthly installments, in advance on the first day of each month . Within a reasonable period after the end of each calendar year, Landlord shall furnish Tenant a statement indicating in reasonable detail the Electricity Cost for the preceding year and the parties shall, within thirty ( 30 ) days thereafter, make any payment or allowance necessary to adjust Tenant's estimated payments to Tenant's actual share of Electricity Cost as indicated by such annual statement . Any payment due to Landlord shall be payable by Tenant on demand from Landlord . Any amount due Tenant shall be credited against installments next becoming due . (c) Failure to furnish, stoppage, or interruption of these services resulting from any cause shall not render Landlord liable in any respect for damages to either person, property or business, or be construed as an eviction of Tenant, work an abatement of rent, or relieve Tenant from performance of its obligations. Should any equipment furnished by Landlord cease to function properly, Landlord shall use reasonable diligence to repair the same promptly . Landlord shall not be obligated to furnish these services if Tenant is in default under this Lease . 4 . IMPROVEMENTS . Landlord leases to Tenant the space and improvements constituting the Premises . All other improvements to the Premises shall be installed at Tenant’s expense only in accordance with plans and specifications and by contractors approved, in writing, by Landlord . 5. RELOCATION . Landlord may relocate Tenant to space the same size or larger, and the Basic Rent shall remain the same regardless of the size of the new space . Landlord may also relocate or renovate common areas in its sole discretion, without any obligation to Tenant . 6. USE . Tenant will use the Premises for office purposes only . Tenant shall not : permit more than five ( 5 ) persons per 1 , 000 square feet to occupy the premises at any time ; use or occupy the Building for any purpose which is unlawful or dangerous ; permit the maintenance of any nuisance, disturb the quiet enjoyment for all of the Building, emit offensive odors or conditions into other portions of the Building ; sell, purchase, or give away, or permit the sale, purchase or gift of food in the Building, or use any apparatus which might create undue noise or vibrations ; or conduct any crypto mining or other high electricity demand activities . Tenant shall not permit anything to be done which would increase any insurance rates on the Building or its contents, and if there is any increase, then Tenant agrees to pay such increase promptly upon demand therefor by Landlord ; however, any such payment shall not waive Tenant's duty to comply with this Lease . Landlord and any agent thereof does not represent or warrant that the Premises or Building conforms to applicable restrictions, ordinances, requirements, or other matters that may relate to Tenant’s intended use, or with respect to the presence on, in or near the Premises or Building of hazardous substances, biological matter (including, but not limited to, mold, mildew and fungi) or materials which are categorized as hazardous or toxic . Tenant accepts the Premises “as is” in its current size and configuration and agrees that the Rent is not for a specific amount of or per square feet . Landlord does not make any representations as to the suitability, condition, layout, square footage, expenses or operation of the Premises and Building, except as specifically set forth herein, and tenant expressly acknowledges that no such representations have been made . Landlord makes no other warranties, express or implied, or merchantability, marketability, or fitness, and any implied warranties are hereby expressly disclaimed . Tenant must satisfy itself that the Premises may be used as Tenant intends by independently investigating all matters related to its intended use . Tenant agrees that the Landlord, its subsidiaries, and its agents may publicize and use Tenant’s image, likeness, name, as well as the terms of the Lease, for any press releases, industry publications, advertising, social media, and promotion purposes in any type of marketing including its websites . 7. TENANT'S OBLIGATIONS . Tenant will not damage the Building and will pay the cost of repairing any damage done to the Building by Tenant or Tenant's agents, employees, or invitees . Tenant shall take good care of the Premises and keep them free of waste and nuisance . Tenant must immediately notify Landlord in writing of any water leaks, mold, electrical problems, malfunctioning lights, broken or missing locks, or any other condition that might pose a hazard to property, health, or safety . Tenant will keep the Premises and all fixtures in good condition and repair . If Tenant fails to make necessary repairs within fifteen ( 15 ) days after notice from Landlord, Landlord may, at its option, make such repairs and Tenant shall, upon demand, pay Landlord the cost thereof . At the end of the Term, Tenant shall deliver to Landlord the Premises and all improvements in good repair and condition, and all keys to the Premises in Tenant’s possession . Tenant will not make or allow to be made any alterations or physical additions in or to the Premises without prior written consent of Landlord . At the end of the Term, Tenant shall, if Landlord requires, remove all alterations, physical additions or improvements as directed by Landlord and restore the Premises to substantially the same condition as on the Commencement Date . All of Tenant’s fixtures, and any personal property not removed from the Premises at the end of the Term, shall be presumed to have been abandoned by Tenant and shall become the property of the Landlord . 8. INDEMNITY . Landlord shall not be liable for and Tenant will defend, indemnify and hold harmless Landlord from all fines, suits, claims, demands, losses, and actions, including attorney's fees, for any injury to persons or damage to or loss of property on or about the Premises or in or about the Building caused by the Tenant, its employees, invitees, licensees, or by an other person entering the Premises or the Building under express or implied invitation of the Tenant, or arising out of Tenant's use of Premises or Landlord’s maintenance of the Premises, and waive any claims for damage caused by fire, flood, water leaks, wind, ice, snow, hail, explosion, smoke, riot, strike, interruption of utilities, theft, burglary, robbery, assault, vandalism, other persons, environmental contaminants, or other occurrences or casualty losses . This provision is intended to waive any claims against Landlord and its agents for the consequences of their own negligence or fault . This waiver and indemnity obligation shall survive the termination or expiration of the Lease . 9. MORTGAGES . Tenant accepts this Lease subordinate to any deeds of trust, mortgages or other security interests which might now or hereafter constitute a lien upon the Building or the Premises, and shall attorn to the lender thereunder, with such attornment to be effective upon lender's acquisition of the Building . Furthermore, such lender, as successor landlord, shall not be liable for any act, omission or obligation of any prior Landlord and lender shall have the option to reject such attornment . Tenant shall, immediately upon request but in no event more than 7 days after requested, execute such documents, including estoppel letters, as may be required for the purposes of subordinating or verifying this Lease . 10. ASSIGNMENT ; SUBLEASING . Tenant shall not assign this Lease by operation of law or otherwise (including without limitation by transfer of stock, merger, or dissolution), mortgage or pledge the same, or sublet the Premises or any part thereof, without prior written consent of Landlord, which Landlord may grant or deny in its sole discretion . Landlord’s consent to an assignment or subletting shall not release Tenant from any obligation hereunder, and Landlord’s DocuSign Envelope ID : D 8 DE 0672 - 1 D 3 F - 4270 - BEE 7 - 5864 E 256765 B the Security Deposit, Tenant shall, on demand, restore the Security Deposit to its original amount . If Tenant is not in default hereunder, any remaining balance of the Security Deposit shall be returned to Tenant upon termination of this Lease . If Landlord transfers its interest in the Premises, Landlord may assign the Security Deposit to the transferee and thereafter shall have no further liability for the Security Deposit . Rent is due, and must be received by Landlord, by the first day of every month, at address specified by Landlord . Landlord and its manager will not accept cash payments . Tenant agrees to pay by check, EFT, cashier’s check, or certified funds, only . 2 BPMC.Lease Form.TX.March 2013 Tenant Initials

19. (a) (b) EVENTS OF DEFAULT . Any of the following shall constitute an event of default (“Event of Default”) hereunder: Any failure by Tenant to pay the Rent when due. Landlord shall not be required to provide Tenant with notice of failure to pay Rent. Any failure by Tenant to observe and perform any provision of this Lease, other than the payment of Rent, that continues for five (5) days after notice to Tenant; however, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if Landlord has given Tenant notice under this Section 19(b) on at least one occasion during the twelve (12) month interval preceding such failure by Tenant. (c) Tenant or any guarantor of Tenant's obligations hereunder: (1) being unable to meet its obligations as they become due, or being declared insolvent according to any law, (2) having its property assigned for the benefit of its creditors, (3) having a receiver or trustee appointed for itself or its property, (4) having its interest under this Lease levied on under legal process, (5) having any petition filed or other action taken to reorganize or modify its debts or obligations, or (6) having any petition filed or other action taken to reorganize or modify its capital structure if either Tenant or such guarantor is a corporation or other entity. (d) The abandonment of the Premises by Tenant (which shall be conclusively presumed if Tenant is absent from the Premises for ten (10) consecutive days and is late on any payment due Landlord). 20. REMEDIES. Upon any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord hereunder or by law or equity, take any of the following actions : (a) Terminate this Lease by written notice to Tenant, in which event Tenant shall immediately surrender the Premises . If Tenant fails to surrender the Premises, Landlord may, without prejudice to any other remedy, enter and take possession of the Premises or any part thereof by changing the door locks or by any other means necessary in Landlord’s sole judgment without being liable for prosecution or any claim for damages . If this Lease is terminated hereunder, Tenant shall pay to Landlord : ( 1 ) all Rent accrued through the date of termination, ( 2 ) all amounts due under Section 21 , ( 3 ) any unamortized commission paid by Landlord in connection with the Lease, and ( 4 ) an amount equal to : (A) the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value at a per annum rate equal to the interest rate on one - year Treasury bills as published on the nearest the date this lease is terminated at www . treasury . gov, minus (B) the then present fair rental value of the Premises for such period, similarly discounted ; provided, however, that in no event shall the result of the calculation in this subsection ( 4 ) result in an amount less than fifty percent ( 50 % ) of the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value at a per annum rate equal to the interest rate on one - year Treasury bills as published on the nearest the date this lease is terminated by the Wall Street Journal, Southwest Edition . (b) Terminate Tenant’s right to possession of the Premises without terminating this Lease by written notice to Tenant, in which event Tenant shall immediately surrender the Premises . If Tenant fails to surrender the Premises, Landlord may, without prejudice to any other remedy, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof by changing the door DocuSign Envelope ID : D 8 DE 0672 - 1 D 3 F - 4270 - BEE 7 - 5864 E 256765 B consent shall be required for any subsequent assignment or subletting . If Tenant desires to assign or sublet the Premises, it shall so notify Landlord at least sixty ( 60 ) days in advance, and shall provide Landlord with a copy of the proposed assignment or sublease and any additional information, including financial information, requested by Landlord to allow Landlord to make informed judgments as to the proposed transferee . After receipt of notice, Landlord may elect to : (i) Cancel the Lease as to the Premises or portion thereof proposed to be assigned or sublet ; or (ii) Consent to the proposed assignment or sublease ; and if the Rent and other consideration payable in respect thereof exceeds the Rent payable hereunder, Tenant shall pay to Landlord such excess within ten ( 10 ) days following receipt thereof by Tenant : or (iii) Withhold its consent, which shall be deemed to be elected unless Landlord gives Tenant written notice otherwise . 11. EMINENT DOMAIN . If the Premises are taken or condemned in whole or in part for public purposes or are sold under threat of condemnation, Landlord may terminate this Lease . Landlord shall be entitled to receive the entire award of any condemnation or the proceeds of any sale in lieu thereof . 12. ACCESS . Landlord and its agents may, at any time, enter the Premises to : inspect, supply janitorial or other services ; show the Premises to prospective lenders, purchasers or tenants ; alter, improve, or repair the Premises or the Building (including erecting scaffolding and other necessary structures where reasonably required by the character of the work to be performed, provided the business of Tenant shall be interfered with as little as is reasonably practicable) . Tenant waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, or any other loss occasioned by Landlord’s entry into the Premises in accordance with this Section 12 . Landlord shall at all times have a key to the Premises . Landlord may use any means which it deems proper to open any door in an emergency without liability therefor . Landlord reserves the right to prevent access to or close the Building as determined by Landlord for the protection of the Building, its tenants, and visitors . 13. CASUALTY . If the Building should be totally destroyed by casualty or if the Premises or the Building be so damaged that Landlord determines that repairs cannot be completed within one hundred twenty ( 120 ) days after the date of such damage, Landlord may terminate this Lease . Landlord shall not be required to rebuild, repair, or replace any part of the furniture, equipment, fixtures, and other improvements which may have been placed by Tenant in the Premises . Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or the Premises shall be for the sole benefit of the party carrying such insurance . 14. WAIVER OF SUBROGATION . Tenant waives every claim that arises or may arise in its favor against the Landlord or any other tenant of the Building during the Term, for any injury to or death of any person or any loss of or damage to any of Tenant’s property located within or upon or constituting a part of the Premises, to the extent such injury, death, loss or damage is or could be covered by any insurance policies, whether or not such loss or damage is recoverable thereunder . This waiver shall be in addition to, and not in limitation of, any other waiver or release contained in this Lease . Tenant shall give to each insurance company, which has issued to it any insurance policy covering the Premises or Tenant’s operations, written notice of this waiver and have its insurance policies endorsed, if necessary, to prevent their invalidation by reason of this waiver . This waiver obligation shall survive the termination or expiration of the Lease . 15. HOLDING OVER . If Tenant fails to vacate at the end of the Term, then Tenant shall be a tenant at will and subject to all terms and conditions of the Lease, and, in addition to all other damages and remedies to which Landlord may be entitled, Tenant shall pay, in addition to the other Rent, a daily Basic Rent, payable in full in advance each month, equal to the greater of : (a) twice the Basic Rent payable during the last month of the Term, or (b) the prevailing rental rate in the Building for similar space . 16. TAXES ON TENANT'S PROPERTY . Tenant shall be liable for all taxes levied or assessed against personal property or fixtures placed by Tenant in the Premises . If any such taxes are assessed against Landlord or Landlord's property, Landlord may pay the same, and Tenant shall upon demand, reimburse Landlord therefor . Any claim arising against Tenant by Landlord under this provision shall be assessed interest at fifteen percent ( 15 % ) per year until satisfied . 17. LANDLORDS LIEN . In addition to any statutory Landlord’s lien, Tenant grants to Landlord a security interest to secure payment of all Rent and performance of all of Tenant’s other obligations hereunder, in all equipment, furniture, fixtures, improvements and other personal property located in or on the Premises, and all proceeds therefrom . Such property shall not be removed from the Premises without Landlord’s written consent until all Rent due and all Tenant’s other obligations have been performed . In addition to any other remedies, upon an Event of Default, Landlord may, but is not obligated to, exercise the rights afforded a secured party under the Uniform Commercial Code Secured Transactions for the state in which the Building is located . Tenant grants to Landlord a power of attorney to execute and file financing statements and continuation statements necessary to perfect Landlord’s security interest, which power is coupled with an interest and shall be irrevocable during the Term . Any property left in the Premises at the time of a default, or termination of the Lease for whatever reason, shall be deemed abandoned, and after thirty ( 30 ) days from default or termination, the Landlord and its representative may dispose of it by any means they deem appropriate without notice to Tenant . 18. MECHANIC’S LIENS . Tenant shall not permit any mechanic’s or other liens to be filed against the Premises or the Building for any work performed, materials furnished or obligation incurred by or at the request of Tenant, or Tenant’s agents or employees . Tenant shall, within ten ( 10 ) days following the imposition of any such lien, cause it to be released of record by payment or posting of a proper bond, failing which Landlord may cause it to be released, and Tenant shall immediately reimburse Landlord for all costs incurred in connection therewith . The Tenant's obligations under this section shall survive any termination of or default under the Lease . 3 BPMC.Lease Form.TX.March 2013 Tenant Initials

(c) (d) Change the door locks and deny Tenant access to the Premises until such Event of Default is cured. Enter the Premises without being liable for prosecution or any claim for damages and do whatever Tenant is obligated to do under the terms of this Lease . Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in so doing . Tenant further agrees that Landlord shall not be liable for any damages resulting to the Tenant from such action . (e) Tenant expressly waives notice as to the disposal of any property in the Premises as of default, lockout or termination, which has not claimed or redeemed within thirty ( 30 ) days . 21. PAYMENT BY TENANT . Upon any Event of Default, Tenant shall pay to Landlord all costs incurred by Landlord (including court costs, expenses, and reasonable attorneys’ fees) in (a) obtaining possession of the Premises, (b) removing and storing Tenant’s or any other occupants’ property, (c) repairing, restoring, altering, remodeling or otherwise putting the Premises into condition acceptable to a new tenant, (d) if Tenant is dispossessed of the Premises and this Lease is not terminated, reletting all or any part of the Premises (including brokerage commissions, costs of tenant finish work, and all other costs incidental to such reletting), (e) performing Tenant’s obligations which Tenant failed to perform, and (f) enforcing, or advising Landlord of its rights, remedies, and recourses arising out of the Event of Default . After any default in payment by Tenant (i . e . late payment or a returned check), the Landlord may require that Tenant make future payments by certified check, cashier’s check, or money order, for so long as the Landlord may reasonably require . 22. LANDLORD’S LIABILITY . The liability of Landlord and its agents to Tenant for any default by Landlord under the terms of this Lease shall be limited to Tenant’s actual direct, but not consequential, damages therefor and shall be recoverable from the interest of Landlord in the Building, and Landlord shall not be personally liable for any deficiency . Landlord’s reservation of rights under this Lease, such as to enter upon or maintain the Premises, shall not be deemed to create any duty on the part of Landlord to exercise any such right . Landlord expressly advises Tenant that Landlord’s intention is that Tenant shall have full responsibility for, and shall assume all risk to, persons and property while in, on or about the Premises . 23. SURRENDER OF PREMISES . No act of Landlord or its agents during the Term shall be deemed as acceptance of surrender of the Premises . No agreement to accept surrender of the Premises shall be valid unless the same is in writing and signed by the Landlord . 24. ATTORNEYS FEES. If Landlord employs an attorney to interpret, enforce or defend any of its rights or remedies hereunder, Tenant shall pay Landlord’s reasonable attorney’s fees, court costs and expenses incurred in such dispute . 25. FORCE MAJEURE . Whenever a period of time is prescribed for action to be taken by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of the Landlord . 26. GOVERNMENTAL REGULATIONS . Tenant will comply with all laws, ordinances, orders, rules and regulations of all governmental agencies having jurisdiction over the Premises with reference to the use, construction, condition or occupancy of the Premises, which includes Tenant’s obligation to secure a certificate of occupancy for the Premises . Tenant agrees that any cabling installed by or for its use during its occupancy shall meet the requirements of all applicable national and local fire and safety codes . 27. 28. APPLICABLE LAW. This Lease shall be governed by and construed pursuant to the laws of the state in which the Building is located. SUCCESSORS AND ASSIGNS. Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, and assigns . 29. SEVERABILITY . If any provision of this Lease or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Lease and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law . 30. NAME . Tenant shall not, without the written consent of Landlord, use the name of the Building for any purpose other than as the address of the business to be conducted by Tenant in the Premises, and in no event shall Tenant acquire any rights in or to such names . 31. NOTICES . Any notice or document required to be delivered hereunder shall be deemed to be delivered whether or not actually received, when deposited in the United States mail, postage prepaid, certified or registered mail, addressed to the parties hereto at their respective addresses set forth above, or when sent by facsimile transmission to the respective numbers set forth above, or delivered to Tenant’s place of business in the Building, and when sent or delivered by Landlord or his representative, including its Management company for the Building . 32. DEFINED TERMS AND MARGINAL HEADINGS . The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular . If more than one person is named as Tenant, the obligations of such persons are joint and several . The headings and titles to the sections of this Lease are not part of this Lease and shall have no effect upon the construction or interpretation of any part thereof . Captions contained herein are for the convenience of reference only and in no way limit or enlarge the terms or conditions of this Lease . 33. AUTHORITY ; EXECUTION ; ELECTRONIC FILES . If Tenant executes this Lease as a corporation or other entity, each of the persons executing this Lease on behalf of Tenant personally covenants and warrants that Tenant is duly authorized and validly existing, that Tenant is qualified to do business in the state in which the Building is located, that Tenant has full right and authority to enter into this Lease, and that each person signing on behalf of Tenant is authorized to do so . In the event Tenant provides an email address to Landlord, Tenant agrees that Landlord, its representative and agents may contact Tenant via the address, and deliver marketing information and other announcements to such address(es) . The Lease may be executed by the parties in multiple counterparts, which together shall have the full force and effect of a fully executed agreement between the parties . Electronic signatures by either party are valid, and Tenant agrees that the Lease and related documents and records may be created, kept and transmitted as electronic files only . 34. LIQUIDATED DAMAGES . If the Premises are not ready for occupancy by the Commencement Date, unless delayed by Tenant for any reason, the Basic Rent shall not commence until the Premises are ready for occupancy by Tenant . Such allowance for Basic Rent shall be in full settlement for any claim which Tenant might otherwise have by reason of the Premises not being ready for occupancy . 35. INTEGRATED AGREEMENT. This Lease contains the entire agreement of the parties with respect to any matter covered or mentioned in this Lease. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose, and Tenant expressly warrants and represents that no promise or agreement which is not herein expressed has been made to it in executing this Lease, and it is not relying upon any statement or representation of Landlord or its agent and Tenant is relying on its own judgment in executing this Lease . No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties or their respective successors in interest . DocuSign Envelope ID : D 8 DE 0672 - 1 D 3 F - 4270 - BEE 7 - 5864 E 256765 B locks or by any other means necessary in Landlord’s sole judgment without being liable for prosecution or any claim for damages . If Tenant’s right to possession of the Premises is so terminated, Tenant shall pay to Landlord : ( 1 ) all Rent to the date of termination of possession, ( 2 ) all amounts due from time to time under Section 21 , ( 3 ) any unamortized commission paid by Landlord in connection with the Lease, and ( 4 ) all Rent required hereunder to be paid by Tenant during the remainder of the Term, minus any net sums thereafter received by Landlord through reletting the Premises during such period . Landlord shall use reasonable efforts to relet the Premises on such terms and conditions as Landlord, in its sole discretion, may determine (including a term different from the Term, rental concessions, and alterations to, and improvement of, the Premises) ; however, Landlord shall not be obligated to relet the Premises before leasing other portions of the Building . Landlord shall not be liable for, nor shall Tenant’s obligations be diminished because of, Landlord’s failure to relet the Premises or to collect rent due for such reletting . Tenant shall not be entitled to any excess obtained by reletting over the Rent due hereunder . Reentry by Landlord shall not affect Tenant’s obligations for the unexpired Term ; rather, Landlord may, from time to time, bring action against Tenant to collect amounts due by Tenant, without the necessity of Landlord’s waiting until the expiration of the Term . Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to exclude or dispossess Tenant of the Premises shall be deemed to be taken under this Section 20 . (b) . If Landlord elects to proceed under this Section 20 . (b), it may at any time elect to terminate this Lease under Section 20 . (a) . 4 BPMC.Lease Form.TX.March 2013 Tenant Initials

36. LATE FEE . If Rent is not received by Landlord on or before the fifth ( 5 th) day of any month, Tenant shall pay immediately upon written notice from Landlord a late fee equal to fifteen percent ( 15 % ) of the cumulative amount of Rent due, including Basic Rent and all other amounts payable by Tenant under this Lease, including any charges and previously assessed late fees . Failure by Tenant to make immediate payment of the delinquent Rent plus the late fee shall constitute an Event of Default . This provision, expressly, does not relieve the Tenant’s obligation to pay Rent on the first of each month and is not a waiver by the Landlord to require payment on the first day of each month . 37. INTEREST ON SUMS EXPENDED BY LANDLORD . All sums paid and all expenses incurred by Landlord in performing Tenant’s duties hereunder or curing Events of Default shall accrue interest at the rate of fifteen percent ( 15 % ) per annum from the date of payment of such amount by Landlord . In no event, however, shall the charges permitted under this Section 37 or elsewhere in this Lease, to the extent the same are considered to be interest under applicable law, exceed the maximum lawful rate of interest . 38. INSURANCE . In support of its obligations hereunder, including those of indemnity, Tenant agrees to maintain, at Tenant's sole cost and expense, insurance policies covering Tenant's aforesaid indemnity with respect to Tenant's use and occupancy of the Premises, as well as coverage for theft and damage . Such policies shall be issued in the name of Tenant and Landlord as their interest may appear, or shall contain an "additional insured" endorsement in favor of Landlord, and with limits of liability of at least ONE MILLION DOLLARS ( $ 1 , 000 , 000 . 00 ) per occurrence for bodily injury and TWO HUNDRED THOUSAND DOLLARS ( $ 200 , 000 . 00 ) per occurrence for property damage . Duplicate originals of such policies and endorsements shall be delivered to Landlord within thirty ( 30 ) days from the execution date hereof . This indemnity and waiver obligation shall survive the termination or expiration of the Lease . 39. RENTAL ADJUSTMENT . If the Term exceeds one ( 1 ) year, one ( 1 ) year after the commencement of this Lease and each one ( 1 ) year anniversary thereafter, the Basic Rent shall be increased in accordance with the cost of living changes in the "Consumer Price Index” for all Urban Consumers - U . S . City Average as published by the Bureau of Labor Statistics, United States Department of Labor, ("BLS Consumer Price Index") . The BLS Consumer Price Index figure for the month and year in which this Lease commences is the “base” figure in the computation of adjustment of Basic Rent . At the beginning of each one ( 1 ) year period as provided herein, the BLS Consumer Price Index for the then - current month shall be determined and the rent commencing with the start of each such one ( 1 ) year period shall be adjusted by increasing the Basic Rent proportionately, as the said BLS Consumer Price Index for the month has increased as compared with the base BLS Consumer Price Index provided above . If the BLS Consumer Price Index decreases, Basic Rent shall not decrease . 40. RULES . Tenant shall abide by attached Building Rules and Regulations “Rules - 1 ”, which are incorporated herein by reference, and which may be reasonably changed or amended, at any time, by Landlord to promote a safe, orderly and professional Building environment . 41. PARKING . Tenant and all Tenants’ employees shall comply with all municipal, subdivisional or other restrictive covenants imposed on Landlord . Vehicles shall be towed at owner’s expense for any of the following violations : (a) parking in any area other than as specifically designated by Landlord ; or (b) lack of a properly displayed parking permit, if issued by Landlord ; or (c) parking across stripes marking the parking spaces . Landlord, at its sole discretion, may designate the specific space or area in which vehicles shall be parked and may change the same from time to time . Landlord may make, modify, or enforce rules and regulations relating to the parking of vehicles, and Tenant hereby agrees to obey such rules and regulations . Tenant shall only use a prorata share of parking spaces as designated by Landlord . In the event the Building does not possess parking, Landlord shall not be responsible for providing parking . BUILDING RULES AND REGULATIONS 1. No sign, picture, advertisement, name or notice shall be inscribed, displayed or affixed on or to any part of the inside of the Building or the Premises without the prior written consent of Landlord and Landlord shall have the right to remove any such item at the expense of Tenant . All approved signs or lettering on doors and the building directory shall be printed, painted, affixed or inscribed at the expense of Tenant by a person approved by Landlord . Tenant shall not place anything in the Premises which is viewable from the common area or from outside the Building that is deemed unsightly by the Landlord ; provided, however, that Landlord may furnish and install a Building standard window covering at all exterior windows . Tenant shall not, without written consent of Landlord, cover or otherwise sunscreen any window . 2. Landlord shall approve in writing, prior to installation, any attachment of any object affixed to walls, ceilings, or doors other than pictures and similar items . 3. The directory of the Building will be provided exclusively for the display of the name and location of Tenant only, and Landlord reserves the right to exclude any other names therefrom . 4. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress to and egress from the Premises . The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and the Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence in the judgment of the Landlord shall be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom the Tenant normally deals in the ordinary course of Tenant's business, unless such persons are engaged in illegal activities . No tenant and no employees or invitees of any tenant shall go upon the roof of the Building . Tenant shall not prop open the entry doors to Building or Premises . 5. No additional locks or bolts of any kind shall be placed upon any of the doors or windows of the Premises or the Building by Tenant, nor shall any changes be made in existing locks or the mechanisms thereof without the prior written consent of the Landlord . Tenant must, upon the termination of its tenancy, return to Landlord all keys to the Premises . If Tenant fails to return any such key, Tenant shall pay to Landlord the cost of changing the locks to the Premises if Landlord deems it necessary to change such locks . 6. The toilet rooms, urinals, wash bowls and other apparatus in the Premises or Building shall not be used for any purpose other than that of which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein . The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant . 7. Tenant shall not overload the floor of the Premises, mark on, or drive nails, screw or drill into the partitions, woodwork or plaster or in any way deface the Premises or any part thereof . No boring, cutting or stringing of wires shall be permitted except with the prior written consent of and as the Landlord may direct . 8. No furniture, freight or equipment of any kind shall be brought into the Building without the consent of Landlord and all moving of same into or out of the Building shall be done at such time and in such manner as Landlord shall designate . Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy equipment brought into the Building and also the times and manner of moving the same in and out of the Building and any damage caused by moving or maintaining such safe or other property shall be repaired at the expense of Tenant . There shall not be used in any space, or in the public halls, of the Building, either by any tenant or others, any hand trucks except those equipped with rubber tires and side guards . DocuSign Envelope ID: D8DE0672 - 1D3F - 4270 - BEE7 - 5864E256765B 5 BPMC.Lease Form.TX.March 2013 Tenant Initials

DocuSign Envelope ID : D 8 DE 0672 - 1 D 3 F - 4270 - BEE 7 - 5864 E 256765 B 9. Tenant shall not employ any person or persons for the purpose of cleaning the Premises without the consent of Landlord . Landlord shall be in no way responsible to Tenant for any loss of property from the Premises or other damage caused by Landlord’s janitorial service or any other person . Janitorial service will not include the cleaning of carpets and rugs, other than vacuuming . If the Premises requires more than building standard janitorial service, such excess service shall be at Tenant’s cost . 10. No Tenant shall place anything in the hallways of the Building . No trash shall be placed in the common area . 11. Tenant shall only be permitted use as general office space . No tenant shall occupy or permit any portion of the Premises to be occupied for lodging or sleeping or for any illegal purposes or permit any pet within the Premises or Building . 12. Tenant shall not use or keep in the Premises or the Building any combustible fluid or material, including the use of space heaters, and shall not permit any open flame, including candles, incense, etc . 13. Landlord will direct electricians as to where and how telephone wiring shall be located . No boring or cutting for wires will be allowed without the written consent of Landlord . The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord . 14. No Tenant shall lay linoleum or other similar floor covering so that same shall be affixed to the floor of the Premises in any way except by a paste, or other material, which may easily be removed with water, the use of cement or other similar adhesive materials being expressly prohibited . The method of affixing any such linoleum or other similar floor covering to the floor, as well as the method of affixing carpets or rugs to the Premises, shall be subject to approval by Landlord . The expense of repairing any damage resulting from a violation of this rule shall be borne by the tenant by whom, or by whose agents, employees, or invitees, the damage shall have been caused . 15. Tenant shall provide and use chair pads and carpet protectors at all desk and furniture locations . 16. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevators, except between such hours and in such elevators as shall be designated by Landlord . 17. On Saturdays, Sundays and legal holidays and on any other days between the hours of 6 : 00 p . m . and 6 : 30 a . m . , Landlord reserves the right to keep all doors to the Building locked, and access to the Building, or to the halls, corridors, elevators or stairways in the Building or to the Premises may be refused unless the person seeking access is an employee of the Building or is properly identified as a tenant of the Building . The Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person . In case of natural disaster, hurricane, tornado, evacuation, invasion, mob, riot, public excitement, or other commotion, the Landlord reserves the right to prevent access to the Building during the continuance of the same by closing the doors or closure of the Building for the safety of the tenants and protection of property in the Building . 18. Access to the Building and parking may be controlled by the use of electronic card key or by other method deemed necessary by Landlord . Tenant shall be issued card keys or other ingress/egress devices and a deposit for each card or device shall be paid upon issuance of the cards . In the event that Tenant shall damage or lose the card key(s) or device(s), then Tenant's deposit for such card or device will be forfeited, and Tenant will be required to pay another equal deposit . 19. Smoking is prohibited in the Premises and common areas of the Building at all times . 20. In order to receive a refund of its security deposit, if any, Tenant agrees to provide a forwarding address to Landlord, in writing, on or before the termination date of the Lease . Tenant agrees that it waives any rights and remedies with regard to the security deposit if it fails to provide such forwarding address to Landlord, in writing, on or before the termination date of the Lease, including waiver of the right to receive a refund and to receive a description of damages and charges . Landlord shall have sixty ( 60 ) days from the date Tenant surrenders the premises and Landlord’s receipt of Tenant’s forwarding address, to refund the security deposit and/or provide a written description of damages and charges . 21. Landlord reserves the right to charge Tenant, and require payment in advance, for services and/or expenses not required of Landlord under this Lease, or incurred in relation to the Lease . Such charges include, but are not limited to, processing “bounced” checks, changing locks, reviewing and signing lien waivers, lease assignments, sublet documents, providing after hours HVAC rates, etc . A list of charges can be obtained from the Landlord’s representative . The charges are based on the cost to the Landlord or its management company to provide the service which is charged for, and are subject to change at anytime without notice . 22. Landlord reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the Rules and Regulations of the Building . 23. Tenant and Tenant's employees and invitees are prohibited from parking for more than 48 hours in the same parking space or otherwise storing vehicles at the property . Landlord may tow those vehicles which Landlord deems are in violation of these Parking rules at the Tenant's expense . Rules - 1 6 BPMC.Lease Form.TX.March 2013 Tenant Initials

DocuSign Envelope ID: D8DE0672 - 1D3F - 4270 - BEE7 - 5864E256765B EXHIBIT “A” 6201 Bonhomme Rd Houston, TX. 77036 (Address) 4 th (Floor) 7 BPMC.Lease Form.TX.March 2013 Tenant Initials

EXHIBIT “B” 6201 Bonhomme Rd Houston, TX. 77036 (Address) 435N (Suite) DocuSign Envelope ID: D8DE0672 - 1D3F - 4270 - BEE7 - 5864E256765B 8 BPMC.Lease Form.TX.March 2013 Tenant Initials

C ACCEPTANCE OF PREMISES BUILDING NAME: 6201 Bonhomme Rd. ADDR E S S : 6201 Bonhomme Rd Houston, TX. 77036 (Address) As the tenant of suite # 435N , I hereby certify that I have accepted the premises, and all tenant improvements as set forth in the Lease agreement have been completed in a manner satisfactory and acceptable to me. DocuSign Envelope ID: D8DE0672 - 1D3F - 4270 - BEE7 - 5864E256765B TENANT (signature and title) Dante Picazo TENANT (print name) 4/12/2024 Date 9 BPMC.Lease Form.TX.March 2013 Tenant Initials

DocuSign Envelope ID: D8DE0672 - 1D3F - 4270 - BEE7 - 5864E256765B Tenant Representation Letter Information about Brokerage Services Before working with a real estate broker, you should know that the duties of a broker depend on whom the broker represents. If you are a prospective seller or landlord (owner) or a prospective buyer or tenant (buyer), you should know that the broker who lists the property for sale or lease is the owner’s agent. A broker who acts as a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer’s agent represents the buyer. A broker may act as an intermediary between the parties if the parties consent in writing. A broker can assist you in locating a property, preparing a contract or lease, or obtaining financing without representing you. A broker is obligated by law to treat you honestly. IF THE BROKER REPRESENTS THE OWNER: The broker becomes the owner’s agent by entering into an agreement with the owner, usually through a written listing agreement, or by agreeing to act as a subagent by accepting an offer of sub agency from the listing broker. A subagent may work in a different real estate office. A listing broker or subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. The buyer should not tell the owner’s agent anything the buyer would not want the owner to know because an owner’s agent must disclose to the owner any material information known to the agent. IF THE BROKER REPRESENTS THE BUYER: The broker becomes the buyer’s agent by entering into an agreement to represent the buyer, usually through a written buyer representation agreement. A buyer’s agent can assist the owner but does not represent the owner and must place the interests of the buyer first. The owner should not tell a buyer’s agent anything the owner would not want the buyer to know because a buyer’s agent must disclose to the buyer any material information known to the agent. IF THE BROKER ACTS AS AN INTERMEDIARY: A broker may act as an intermediary between the parties if the broker complies with The Texas Real Estate License Act. The broker must obtain the written consent of each party to the transaction to act as an intermediary. The written consent must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker’s obligations as an intermediary. The broker is required to treat each party honestly and fairly and to comply with The Texas Real Estate License Act. A broker who acts as an intermediary in a transaction: (1) shall treat all parties honestly; (2) may not disclose that the owner will accept a price less than the asking price unless authorized in writing to do so by the owner; (3) may not disclose that the buyer will pay a price greater than the price submitted in a written offer unless authorized in writing to do so by the buyer; and (4) may not disclose any confidential information or any information that a party specifically instructs the broker in writing not to disclose unless authorized in writing to disclose the information or required to do so by The Texas Real Estate License Act or a court order or if the information materially relates to the condition of the property. With the parties’ consent, a broker acting as an intermediary between the parties may appoint a person who is licensed under The Texas Real Estate License Act and associated with the broker to communicate with and carry out instructions of one party and another person who is licensed under that Act and associated with the broker to communicate with and carry out instructions of the other party. If you choose to have a broker represent you, you should enter into a written agreement with the broker that clearly establishes the broker’s obligations and your obligations. The agreement should state how and by whom the broker will be paid. You have the right to choose the type of representation, if any, you wish to receive. Your payment of a fee to a broker does not necessarily establish that the broker represents you. If you have any questions regarding the duties and responsibilities of the broker, you should resolve those questions before proceeding. TENANT REPRESENTATION Tenant certifies that (broker) represents Tenant in the negotiation and/or site selection of commercial space for lease. Check ܈ if none. TENANT (signature and title) Dante Picazo TENANT (print name) 4/12/2024 Date 10 BPMC.Lease Form.TX.March 2013 Tenant Initials

City of Houston Smoking Ordinance Report Created by Linda Figler Reviewed & Revised by CKC/JKR DocuSign Envelope ID: D8DE0672 - 1D3F - 4270 - BEE7 - 5864E256765B TENANT NOTIFICATION The City of Houston recently passed an amendment to the existing City Smoking Ordinance. In order to comply with the ordinance, the Landlord is responsible for notifying you, our valued tenant, about what this means for you. Here is a synopsis of what the ordinance requires. Effective November 26, 2002: · Smoking is not allowed within 25 feet of any building entrance, interior or exterior. · Smoking is not allowed in the building. This includes inside of the individual tenant suites and any of the tenant offices. An exception to the City Ordinance occurs if the following ventilation requirements are met: The “exception area”, or other exempt areas within a building, must have either a) a completely separate ventilation system from the building system, or b) a system that provides an air exchange at least every 15 minutes, and exhausts all exchanged air through ductwork directly to the exterior of the building. The exhausted air cannot be drawn into any occupied non - smoking area of the building. The ventilation system must be designed so that the air pressure where smoking is allowed is neutral to any adjacent occupied non - smoking area. The cost to install any such “exception area” is solely at the tenant’s expense. The amended ordinance also requires that each employer must adopt, implement and maintain a written employee smoking policy. The policy must accommodate the preference of non - smoking employees to work in a smoke free environment. A written copy of the policy must be provided to your employees within three weeks of the adoption of the policy. A written copy of the policy must be provided to all new employees at the inception of their employment. The ordinance is enforced by the City of Houston, Department of Health & Human Services Bureau of Occupational Health. Concerns or complaints should be directed to that office. We anticipate and appreciate your cooperation in complying with the new ordinance. TENANT (signature and title) Dante Picazo TENANT (print name) 4/12/2024 Date 11 BPMC.Lease Form.TX.March 2013 Tenant Initials

NEW TENANT SIGN INFORMATION BUILDING NAME and ADDRESS: 6201 Bonhomme Rd. - 6201 Bonhomme Rd Houston, TX. 77036 (Address) Please fill out the space below in the manner you would like the door sign to read. DOOR SIGN: SUITE #: 435N Cannabis Bioscience International Holdings Tenants Signature and Authorization Date Do not write below the line – to be filled out by management Please return collateral to the following address: Attn: Authorized Signature & Printed Name DocuSign Envelope ID: D8DE0672 - 1D3F - 4270 - BEE7 - 5864E256765B LOBBY DIRECTORY: SUITE #: 435N Cannabis Bioscience International Holdings 4/12/2024 12 BPMC.Lease Form.TX.March 2013 Tenant Initials

JANITORIAL AUTHORIZATION BUILDING NAME and ADDRESS: 6201 Bonhomme Rd. - 6201 Bonhomme Rd Houston, TX. 77036 COMPANY NAME and SUITE: Cannabis Bioscience International Holdings, Suite # 435N ALARM COMPANY and CODE (if applicable): Clean the entire suite - no special instructions. Janitorial Exceptions: Janitorial Special Instructions: Tenant Signature and Authorization D a t e DocuSign Envelope ID: D8DE0672 - 1D3F - 4270 - BEE7 - 5864E256765B 4/12/2024 n/a 13 BPMC.Lease Form.TX.March 2013 Tenant Initials

Cannabis Bioscience International Holdings 6201 Bonhomme Rd Houston, TX. 77036 Suite #: 435N Tenant Name: Address: Phone No: (214) - 733 - 0868 Fax No: E - mail Address: dpicazo@msn.com Please list below persons to be contacted in case of an emergency. Emergency numbers will remain confidential and are used only in the event of an emergency involving the Premises. 1. Name: 2. Name: 3. Name: Residence Phone: Mobile Phone: Residence Phone: Mobile Phone: Residence Phone: Mobile Phone: CORPORATE OFFICE: ACCOUNTING: Contact: A dd res s : City, State, Zip: Phone: Fax: E m ail: Contact: A dd r e ss : City, State,Zip: Phone: Fax: E m ail: PERSON(S) AUTHORIZED TO APPROVE BILLABLE SERVICES (locks, keys and other billable services): Building management is often asked to grant access to the Premises by one of your employees when they have locked themselves out of their office or when they have left their keys at home, etc. Please list the names of those who management is allowed to let into the Premises upon presenting proper identification. If you choose not to list anyone then building management will not be allowed to open the door to the Premises unless it is for the owners of the business who are personally known by building management. Name: ID #/State: Name: ID #/State: Name: ID #/State: Name: ID #/State: MARKETING RELEASE: In the event Tenant permits photo(s) to be taken of Tenant by Landlord or its representative, Tenant grants Landlord and its management company a non - exclusive, transferable, royalty free, worldwide license to the use thereof. Authorized Signature and Printed Name: Date DocuSign Envelope ID: D8DE0672 - 1D3F - 4270 - BEE7 - 5864E256765B TENANT CONTACT INFORMATION AND AUTHORIZED SIGNATURES Building Name: 6201 Bonhomme Rd. Ekeocha Ugochi dpicazo@msn.com 4/12/2024 9032616059 9543943703 Dante Picazo 1625 Main St. #202 Houston, Texas, 77002 Ibeth Corrales 2147330868 Dante Picazo Name: Dante Picazo P h o n e: 2147330868 Name: Ekeocha Ugochi P h o n e: 9032616059 Name: Ibeth Corrales P h o n e: 9543943703 14 BPMC.Lease Form.TX.March 2013 Tenant Initials

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 nine months ended February 29, 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;

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

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: April 22, 2024

/s/ Dante Picazo

Dante Picazo

Principal Executive Officer and Principal Accounting Officer

Exhibit 32

CERTIFICATION OF PRINCIPAL EXECUTIVE 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 February 29, 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: April 22, 2024

/s/ Dante Picazo

Dante Picazo

Principal Executive Officer and Principal Accounting Officer

Cover - shares	9 Months Ended
Cover - shares	Feb. 29, 2024	Apr. 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Feb. 29, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
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 466S
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		10,381,749,347

Balance Sheet - USD ($)	Feb. 29, 2024	May 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 794	$ 8,913
Accounts receivable	17,041	10,549
Related party receivables	0	0
Other current assets	598	0
TOTAL CURRENT ASSETS	18,433	19,462
Right-of-use asset, net of accumulated depreciation	75,541	23,920
TOTAL ASSETS	93,974	43,382
CURRENT LIABILITIES
Accounts payable and accrued expenses	257,527	111,299
Overdraft	5,485	0
Deferred revenue	0	28,641
Related party payables	323,678	105,173
Short-term loan	151,267	121,407
SBA loan – current	7,054	14,592
PPP loan	0	0
Lease liabilities – current	56,039	4,435
TOTAL CURRENT LIABILITIES	801,049	385,547
LONG-TERM LIABILITIES
SBA loan – noncurrent	249,500	249,500
Lease liabilities – noncurrent	19,502	0
TOTAL LONG-TERM LIABILITIES	269,002	249,500
TOTAL LIABILITIES	1,070,052	635,047
STOCKHOLDERS’ DEFICIENCY
Authorized 10,000,000 shares of preferred stock, of which 2,500,000 shares have been designated Series A Convertible Preferred Stock and issued and 1,000 shares have been designated Series B Preferred Stock and issued	0	0
Common stock, without par value: 20,000,000,000 shares authorized; 10,431,749,347 and 10,059,677,919 shares issued and outstanding at February 29, 2024, and May 31, 2023, respectively.	0	0
Additional paid-in capital	4,222,068	4,091,071
Accumulated deficit	(5,198,146)	(4,682,736)
TOTAL STOCKHOLDERS’ DEFICIENCY	(976,078)	(591,665)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$ 93,974	$ 43,382

Balance Sheet (Parenthetical) - shares	Feb. 29, 2024	May 31, 2023
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, shares authorized	20,000,000,000	20,000,000,000
Common stock, shares issued	10,431,749,347	10,059,677,919
Common stock, shares outstanding	10,431,749,347	10,059,677,919
Series A Preferred Stock [Member]
Preferred stock, shares authorized	2,500,000	2,500,000
Preferred stock, shares authorized	2,500,000	2,500,000
Series B Preferred Stock [Member]
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares authorized	1,000	1,000

Income Statement - USD ($)	3 Months Ended		9 Months Ended
Income Statement - USD ($)	Feb. 29, 2024	Feb. 28, 2023	Feb. 29, 2024	Feb. 28, 2023
Income Statement [Abstract]
Revenues	$ 36,411	$ 51,252	$ 172,979	$ 270,413
Cost of revenues	11,809	24,120	35,721	77,443
Gross profit	24,602	27,132	137,258	192,970
Cost and expenses
General and administrative	25,289	48,498	114,012	102,005
Contract labor	38,344	165,603	173,725	528,610
Professional fees	95,074	65,623	202,496	173,767
Officer compensation	8,000	10,735	32,000	36,235
Rent and lease	17,488	19,767	69,652	55,915
Travel	378	1,772	1,878	4,911
Total operating expenses	184,573	311,998	593,764	901,443
Operating loss	(159,971)	(284,866)	(456,506)	(708,473)
Other income (expense)
Forgiveness of debt	0	0	0	41,666
Interest	(49,221)	(39,789)	(58,904)	(89,767)
Total other income (expense)	(49,221)	(39,789)	(58,904)	(48,101)
Net loss	$ (209,192)	$ (324,655)	$ (515,410)	$ (756,574)
Average common stock outstanding, basic	10,372,408,688	7,858,525,520	10,317,612,225	8,724,596,387
Average common stock outstanding, diluted	10,372,408,688	7,858,525,520	10,317,612,225	8,724,596,387
Average earnings (loss) per share, basic	$ (0.00002)	$ (0.00004)	$ (0.00005)	$ (0.00009)
Average earnings (loss) per share, diluted	$ (0.00002)	$ (0.00004)	$ (0.00005)	$ (0.00009)

Statement of Stockholders' Equity (Unaudited) - USD ($)	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total	Common Stock [Member]
Beginning balance, value at May. 31, 2022	$ 2,500	$ 0	$ 3,286,605	$ (3,650,156)	$ (361,051)
Beginning balance, shares at May. 31, 2022	2,500,000	1,000				8,612,998,299
Sales of common stock for cash			75,000		75,000
Sales of common stock for cash, shares						125,000,000
Change in par value of common stock	(2,500)	0	2,500	0	0
Exchange of Series B Preferred Stock for common stock	0	0	0	0	0
Exchange of Series B Preferred Stock for common stock, shares						(595,467,205)
Net loss for the quarter				(212,030)	(212,030)
Ending balance, value at Aug. 31, 2022	$ 0	$ 0	3,364,105	(3,862,186)	(498,081)
Ending balance, shares at Aug. 31, 2022	2,500,000	1,000				8,142,531,094
Beginning balance, value at May. 31, 2022	$ 2,500	$ 0	3,286,605	(3,650,156)	(361,051)
Beginning balance, shares at May. 31, 2022	2,500,000	1,000				8,612,998,299
Net loss for the quarter					(756,574)
Ending balance, value at Feb. 28, 2023	$ 0	$ 0	3,925,071	(4,406,729)	(481,658)
Ending balance, shares at Feb. 28, 2023	2,500,000	1,000				9,459,677,919
Beginning balance, value at Aug. 31, 2022	$ 0	$ 0	3,364,105	(3,862,186)	(498,081)
Beginning balance, shares at Aug. 31, 2022	2,500,000	1,000				8,142,531,094
Sales of common stock for cash			312,666		312,666
Sales of common stock for cash, shares						704,388,889
Net loss for the quarter				(219,886)	(219,886)
Ending balance, value at Nov. 30, 2022	$ 0	$ 0	3,676,771	(4,082,072)	(405,301)
Ending balance, shares at Nov. 30, 2022	2,500,000	1,000				8,846,919,983
Sales of common stock for cash			248,300		248,300
Sales of common stock for cash, shares						612,757,936
Net loss for the quarter				(324,655)	(324,655)
Reconciling difference				(2)	(2)
Ending balance, value at Feb. 28, 2023	$ 0	$ 0	3,925,071	(4,406,729)	(481,658)
Ending balance, shares at Feb. 28, 2023	2,500,000	1,000				9,459,677,919
Beginning balance, value at May. 31, 2023	$ 0	$ 0	4,091,071	(4,682,736)	(591,665)
Beginning balance, shares at May. 31, 2023	2,500,000	1,000				10,059,677,919
Sales of common stock for cash			74,997		74,997
Sales of common stock for cash, shares						272,071,428
Withdrawal			(19,000)		(19,000)
Net loss for the quarter				(181,792)	(181,792)
Ending balance, value at Aug. 31, 2023	$ 0	$ 0	4,147,068	(4,864,528)	(717,460)
Ending balance, shares at Aug. 31, 2023	2,500,000	1,000				10,331,749,347
Beginning balance, value at May. 31, 2023	$ 0	$ 0	4,091,071	(4,682,736)	(591,665)
Beginning balance, shares at May. 31, 2023	2,500,000	1,000				10,059,677,919
Net loss for the quarter					(515,410)
Ending balance, value at Feb. 29, 2024	$ 0	$ 0	4,222,068	(5,198,146)	(976,078)
Ending balance, shares at Feb. 29, 2024	2,500,000	1,000				10,431,749,347
Beginning balance, value at Aug. 31, 2023	$ 0	$ 0	4,147,068	(4,864,528)	(717,460)
Beginning balance, shares at Aug. 31, 2023	2,500,000	1,000				10,331,749,347
Net loss for the quarter				(124,426)	(124,426)
Ending balance, value at Nov. 30, 2023	$ 0	$ 0	4,147,068	(4,988,954)	(841,886)
Ending balance, shares at Nov. 30, 2023	2,500,000	1,000				10,331,749,347
Sales of common stock for cash			75,000		75,000
Sales of common stock for cash, shares						100,000,000
Net loss for the quarter				(209,192)	(209,192)
Ending balance, value at Feb. 29, 2024	$ 0	$ 0	$ 4,222,068	$ (5,198,146)	$ (976,078)
Ending balance, shares at Feb. 29, 2024	2,500,000	1,000				10,431,749,347

Statement of Cash Flows - USD ($)	9 Months Ended
Statement of Cash Flows - USD ($)	Feb. 29, 2024	Feb. 28, 2023
OPERATING ACTIVITIES
Net loss	$ (515,410)	$ (756,574)
Adjustment for issuance of common stock (non-cash expense)	75,000	0
Amortization of right-of-use-asset and liability	(51,621)	(5,722)
Forgiveness of PPP loan	0	(41,666)
Adjustment to reconcile net income
Changes to lease liability	71,107	0
Changes in assets and liabilities
Accounts receivable	(7,091)	1,130
Accounts payable and accrued expenses	146,228	18,669
Bank overdraft	5,485	0
Deferred revenue	(28,641)	0
Related party payable	0	73,646
NET CASH USED IN OPERATIONS	(304,943)	(710,516)
INVESTING ACTIVITIES
Investments	0	0
NET CASH PROVIDED BY INVESTING ACTIVITIES	0	0
FINANCING ACTIVITIES
Proceeds from issuance of common stock	75,000	635,966
Sale of preferred stocks	0	0
Proceeds of short-term loans	29,859	68,720
Repayment of SBA loan	(7,539)	(497)
Repayment of related party loan	(19,000)	0
Proceeds from related party loan	218,504	0
NET CASH PROVIDED BY FINANCING ACTIVITIES	296,824	704,189
NET DECREASE IN CASH	(8,119)	(6,327)
CASH AT BEGINNING OF PERIOD	8,913	31,982
CASH AT END OF PERIOD	794	25,655
Supplemental disclosure of cash flow information
Cash paid for interest	$ 0	$ 86,767

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Feb. 29, 2024	Nov. 30, 2023	Aug. 31, 2023	Feb. 28, 2023	Nov. 30, 2022	Aug. 31, 2022	Feb. 29, 2024	Feb. 28, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ (209,192)	$ (124,426)	$ (181,792)	$ (324,655)	$ (219,886)	$ (212,030)	$ (515,410)	$ (756,574)

Insider Trading Arrangements	9 Months Ended
Insider Trading Arrangements	Feb. 29, 2024
Insider Trading Arrangements [Line Items]
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 Business

9 Months Ended

Feb. 29, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business

Note 1 – Organization and Business

Organization and Operations

Summary of Significant Accounting Policies

9 Months Ended

Feb. 29, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Accounting Principles

Use of Estimates

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.

Reclassification

Cash and Cash Equivalents

Accounts Receivable

Revenue Recognition

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

Remaining Performance Obligations

Share-Based Payments

Leases

Cash Flows

Fair Value Measurements

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

Loss per Share

Recently Issued Accounting Standards

Going Concern

9 Months Ended

Feb. 29, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 3 – Going Concern

Debt

9 Months Ended

Feb. 29, 2024

Debt Disclosure [Abstract]

Debt

Note 4 – Debt

PPP Loans

EIDL Loans

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

Schedule of EIDL loans
	February 29, 2024 (Unaudited)		May 31, 2023 (Audited)
SBA (EIDL) current portion	$	7,054	$	14,592
SBA (EIDL) noncurrent portion		249,500		249,500
Total EIDL Loans	$	256,554	$	264,092

Short-Term Loans

	·	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 February 29, 2024, the outstanding balance, including interest, was $54,029.

	·	On August 8, 2022, the Company entered into a financing 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 $3,057 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% and was to be repaid at the rate of $3,057 per week for four weeks.

	·	On December 20, 2022, the Company increased the loan to $76,000 and modified the financing agreement 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. The outstanding balance at February 29, 2024, including interest, was $38,638.

Right-of-Use Assets and Lease Liabilities

9 Months Ended

Feb. 29, 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 following amounts related to leases were recorded in the balance sheets:

Schedule of leases
	February 29, 2024 (Unaudited)		May 31, 2023 (Audited)
Right-of-use asset	$	83,021	$	155,387
Less: Accumulated amortization		7,480		131,467
Right-of-use asset, net	$	75,541	$	23,920

Lease liabilities – current	$	56,039	$	4,435
Lease liabilities – noncurrent		19,502		–
Operating lease liability	$	75,541	$	4,435

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

The Company’s total operating lease expense was $28,673 and $31,210 during the quarters ended February 29, 2024, and November 30, 2023, respectively. See Note 10 for additional lease information.

Revenue

9 Months Ended

Feb. 29, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Note 6 -- Revenue

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

Schedule of disaggregated revenue
	Three Months Ended				Nine Months Ended
	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Clinical trials	$	35,601	$	41,997	$	150,568	$	230,292
Sales of Product Income		–		6,056		–		19,315
Consulting Fees		–		–		16,667		–
Seminar fees		–		3,007		1,925		16,433
Royalty Income		–		–		–		42
Video Course Purchase		–		59		–		2,497
Merchandise		810		134		3,819		1,634
Total revenue	$	36,411	$	51,252	$	172,979	$	270,413

Stockholders’ Deficit

9 Months Ended

Feb. 29, 2024

Equity [Abstract]

Stockholders’ Deficit

Note 7 – Stockholders’ Deficit

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

Preferred Stock

Common Stock

At February 29, 2024, and May 31, 2023, there were respectively 10,431,749,347 and 10,059,677,919 shares of Common Stock issued and outstanding.

Share-Based Compensation

9 Months Ended

Feb. 29, 2024

Equity [Abstract]

Share-Based Compensation

Note 8 – Share-Based Compensation

Income Taxes

9 Months Ended

Feb. 29, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 9 – Income Taxes

Income taxes for 2017 to 2024 remain subject to examination.

Commitments and Contingencies

9 Months Ended

Feb. 29, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10 – Commitments and Contingencies

Related Party Transactions

9 Months Ended

Feb. 29, 2024

Related Party Transactions

Note 11 – Related Party Transactions

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

The balance of related party liabilities owed to certain shareholders totaled $323,678 and $105,173 at February 29, 2024, and May 31, 2023, respectively.

During the year ended May 31, 2023, the Company wrote off $12,000 owed by a former related party.

Off-Balance-Sheet Arrangements

9 Months Ended

Feb. 29, 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

9 Months Ended

Feb. 29, 2024

Risks and Uncertainties [Abstract]

Concentration of Risk

Note 13 – Concentration of Risk

The Company had revenue, net of taxes and foreign currency gain/loss of $172,979 and $270,413 for the nine months ended February 29, 2024, and February 28, 2023, respectively.

Subsequent Events

9 Months Ended

Feb. 29, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 14 – Subsequent Events

After March 1, 2024, the Company repaid the estate of a deceased officer $2,500.

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)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Feb. 29, 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 February 29, 2024, and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended February 29, 2024, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and related notes thereto for the year ended May 31, 2024.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. Certain of these estimates could be affected by external conditions, including those unique to the Company’s businesses, and general economic conditions. These external conditions could have an effect on the Company’s estimates that could cause actual results to differ materially from its estimates. Actual results could differ from those estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Significant estimates relied upon in preparing these statements include revenue recognition, accounts receivable reserves, accrued expenses, share-based compensation and the recoverability of the Company’s net deferred tax assets and any related valuation allowance.
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.
Reclassification	Reclassification Certain amounts in the prior consolidated financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no impact on the results of operations, changes in equity, or cash flows.
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 zero investment securities that were deemed cash equivalents at February 29, 2024, and November 30, 2023, respectively.
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 on experience and the judgment of management, there was no allowance for doubtful accounts at February 29, 2024, and May 31, 2023.
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 on the guidance in ASC 606-10-32-196-16 and -17, whereby the timing of when services are provided are at the discretion of the customers or a substantial amount of the consideration promised by the customer is variable and not in the control of the customer or the Company. There is no significant financing component to any of the Company’s contracts. Contracts for educational services require nonrefundable payment in advance and are recorded as revenue when received. There is no significant financing component to any contracts.
Contract Modifications	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 February 29, 2024, and May 31, 2023, 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. This guidance became effective for the Company on January 1, 2019. Based on its completed analysis, the Company has determined that adopting this guidance will not have a material impact on its financial statements. The Company follows FASB guidance related to equity-based payments, which requires that equity-based compensation be accounted for using a fair value method and recognized as expense in the accompanying statements of operations. Equity-based compensation expense will be recognized as compensation expense.
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 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.
Loss per Share	Loss per Share The Company computes basic earnings per share amounts in accordance with Accounting Standards Codification Topic 260, “Earnings per Share.” Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. At February 29, 2024, and February 28, 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)

9 Months Ended

Feb. 29, 2024

Debt Disclosure [Abstract]

Schedule of EIDL loans

Schedule of EIDL loans
	February 29, 2024 (Unaudited)		May 31, 2023 (Audited)
SBA (EIDL) current portion	$	7,054	$	14,592
SBA (EIDL) noncurrent portion		249,500		249,500
Total EIDL Loans	$	256,554	$	264,092

Right-of-Use Assets and Lease Liabilities (Tables)

9 Months Ended

Feb. 29, 2024

Right-of-use Assets And Lease Liabilities

Schedule of leases

Schedule of leases
	February 29, 2024 (Unaudited)		May 31, 2023 (Audited)
Right-of-use asset	$	83,021	$	155,387
Less: Accumulated amortization		7,480		131,467
Right-of-use asset, net	$	75,541	$	23,920

Lease liabilities – current	$	56,039	$	4,435
Lease liabilities – noncurrent		19,502		–
Operating lease liability	$	75,541	$	4,435

Revenue (Tables)

9 Months Ended

Feb. 29, 2024

Revenue from Contract with Customer [Abstract]

Schedule of disaggregated revenue

Schedule of disaggregated revenue
	Three Months Ended				Nine Months Ended
	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Clinical trials	$	35,601	$	41,997	$	150,568	$	230,292
Sales of Product Income		–		6,056		–		19,315
Consulting Fees		–		–		16,667		–
Seminar fees		–		3,007		1,925		16,433
Royalty Income		–		–		–		42
Video Course Purchase		–		59		–		2,497
Merchandise		810		134		3,819		1,634
Total revenue	$	36,411	$	51,252	$	172,979	$	270,413

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Feb. 29, 2024	Feb. 28, 2023	May 31, 2023
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0		$ 0
Remaining performance obligations	$ 0		$ 0
Recognized tax benefit percentage	50.00%
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		0

Going Concern (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
Going Concern (Details Narrative) - USD ($)	Feb. 29, 2024	Nov. 30, 2023	Aug. 31, 2023	Feb. 28, 2023	Nov. 30, 2022	Aug. 31, 2022	Feb. 29, 2024	Feb. 28, 2023	May 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 209,192	$ 124,426	$ 181,792	$ 324,655	$ 219,886	$ 212,030	$ 515,410	$ 756,574
Net cash used in operations							304,943
Working capital deficit							782,616
Accumulated deficit	$ 5,198,146	$ 5,198,146					$ 5,198,146		$ 4,682,736

Debt (Details) - USD ($)	Feb. 29, 2024	May 31, 2023
Debt Disclosure [Abstract]
SBA (EIDL) current portion	$ 7,054	$ 14,592
SBA (EIDL) noncurrent portion	249,500	249,500
Total EIDL Loans	$ 256,554	$ 264,092

Debt (Details Narrative) - USD ($)							1 Months Ended	9 Months Ended		12 Months Ended
Debt (Details Narrative) - USD ($)	Dec. 20, 2022	Oct. 17, 2022	Oct. 13, 2022	Aug. 08, 2022	Aug. 03, 2022	Jun. 29, 2022	Jun. 30, 2020	Feb. 29, 2024	Feb. 28, 2023	May 31, 2022	May 31, 2021	May 31, 2020	May 31, 2023
Short-Term Debt [Line Items]
Additional loans borrowed								$ 151,267					$ 121,407
Loan was refinanced								29,859	$ 68,720
Loans Payable [Member]
Short-Term Debt [Line Items]
Annual interest rate						14.00%
Loan repaid						$ 589
Borrowings from an unrelated party						$ 12,500
Loans Payable 1 [Member]
Short-Term Debt [Line Items]
Loan repaid			$ 297
Outstanding balance, including interest								15,073
Borrowings from an unrelated party			$ 6,304
Loans Payable 2 [Member]
Short-Term Debt [Line Items]
Annual interest rate					42.50%
Loan repaid					$ 1,188
Outstanding balance, including interest								15,553
Borrowings from an unrelated party					$ 15,000
Financing Agreement [Member]
Short-Term Debt [Line Items]
Financing agreement with an unrelated party				$ 45,000						$ 50,000
Annual interest rate		26.40%		26.40%						20.90%
Loan repaid		$ 3,057		$ 3,057						$ 1,218
Outstanding balance, including interest								54,029
Loan was refinanced		$ 10,000
Financing Agreement 1 [Member]
Short-Term Debt [Line Items]
Annual interest rate	26.40%
Loan repaid	$ 6,114
Outstanding balance, including interest								$ 38,638
Increase in loans	$ 76,000
Payroll Protection Program Loans [Member]
Short-Term Debt [Line Items]
Outstanding PPP loans										$ 41,666
Economic Injury Disaster Loan [Member]
Short-Term Debt [Line Items]
Loan received							$ 106,200					$ 143,100
Loan interest rate							3.75%					3.75%
Monthly installments payable							$ 518					$ 698
Debt instrument period							30 years					30 years
Additional loans borrowed							$ 4,000					$ 10,000
One Loan [Member] \| Payroll Protection Program Loans [Member]
Short-Term Debt [Line Items]
Loan received											$ 31,750	31,750
Two Loans [Member] \| Payroll Protection Program Loans [Member]
Short-Term Debt [Line Items]
Loan received											20,833	20,833
Three Loans [Member] \| Payroll Protection Program Loans [Member]
Short-Term Debt [Line Items]
Loan received											$ 5,000	$ 5,000

Right-of-Use Assets and Lease Liabilities (Details) - USD ($)	Feb. 29, 2024	Nov. 30, 2023	May 31, 2023
Right-of-use Assets And Lease Liabilities
Right-of-use asset	$ 83,021	$ 155,387
Less: Accumulated amortization	7,480	131,467
Right-of-use asset, net	75,541	23,920	$ 23,920
Lease liabilities – current	56,039	4,435	4,435
Lease liabilities – noncurrent	19,502	0	$ 0
Operating lease liability	$ 75,541	$ 4,435

Right-of-Use Assets and Lease Liabilities (Details Narrative) - USD ($)	3 Months Ended
	Feb. 29, 2024	Nov. 30, 2023
Right-of-use Assets And Lease Liabilities
Operating Lease, Expense	$ 28,673	$ 31,210

Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
Revenue (Details) - USD ($)	Feb. 29, 2024	Feb. 28, 2023	Feb. 29, 2024	Feb. 28, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 36,411	$ 51,252	$ 172,979	$ 270,413
Clinical Trials [Member]
Disaggregation of Revenue [Line Items]
Total revenue	35,601	41,997	150,568	230,292
Sales Of Product Income [Member]
Disaggregation of Revenue [Line Items]
Total revenue	0	6,056	0	19,315
Consulting Fees [Member]
Disaggregation of Revenue [Line Items]
Total revenue	0	0	16,667	0
Seminar Fees [Member]
Disaggregation of Revenue [Line Items]
Total revenue	0	3,007	1,925	16,433
Royalty Income [Member]
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0	42
Video Course Purchase [Member]
Disaggregation of Revenue [Line Items]
Total revenue	0	59	0	2,497
Merchandise [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 810	$ 134	$ 3,819	$ 1,634

Revenue (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Revenue (Details Narrative) - USD ($)	Feb. 29, 2024	Feb. 28, 2023	Feb. 29, 2024	Feb. 28, 2023
Revenue from Contract with Customer [Abstract]
Cost of revenues	$ 11,809	$ 24,120	$ 35,721	$ 77,443

Stockholders’ Deficit (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended					9 Months Ended
Stockholders’ Deficit (Details Narrative) - USD ($)	Feb. 09, 2024	Feb. 29, 2024	Aug. 31, 2023	Feb. 28, 2023	Nov. 30, 2022	Aug. 31, 2022	Feb. 29, 2024	May 31, 2023	Jul. 20, 2022
Class of Stock [Line Items]
Capital Units, Authorized		20,010,000,000					20,010,000,000
Common Stock, Shares Authorized		20,000,000,000					20,000,000,000	20,000,000,000
Preferred stock, shares authorized		10,000,000					10,000,000	10,000,000
Number of common shares issued, value		$ 75,000	$ 74,997	$ 248,300	$ 312,666	$ 75,000
Common stock, shares issued		10,431,749,347		10,059,677,919			10,431,749,347	10,059,677,919
Common stock, shares outstanding		10,431,749,347					10,431,749,347	10,059,677,919
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized								2,500,000
Preferred stock, par value									$ 0.001
Preferred Stock, Shares Outstanding								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]
Class of Stock [Line Items]
Number of common shares issued, shares							372,071,428
Number of common shares issued, value							$ 131,000
Rescission of stock sale, shares							19,000,000
Rescission of stock sale							$ 19,000
Stock Issued During Period, Shares, Issued for Services	100,000,000

Income Taxes (Details Narrative) - USD ($)	9 Months Ended
Income Taxes (Details Narrative) - USD ($)	Feb. 29, 2024	Feb. 28, 2023
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Net operating loss carryforwards	$ 5,198,149	$ 4,406,729
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 ($)									9 Months Ended
	Sep. 06, 2023	Mar. 02, 2023	Sep. 15, 2022	Jul. 01, 2022	Mar. 15, 2022	Jul. 01, 2021	Jul. 01, 2020	Feb. 29, 2020	Feb. 29, 2024
Property, Plant and Equipment [Line Items]
Operating leases, rent expense monthly payment				$ 3,823		$ 3,676	$ 3,529		$ 3,382
Lessee, 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. On September 5, 2023, the lease was amended to extend its term to June 30, 2025, at rentals of $0 per month for the two months ended November 30, 2023, $$4,779 per month for the 10 months ending June 30, 2024, and $4,926 per month for the 12 months ending June 30, 2025.
Officers Leased Property [Member]
Property, Plant and Equipment [Line Items]
Operating leases, rent expense monthly payment	$ 3,164	$ 3,168	$ 3,038		$ 3,008			$ 3,449
Lease expiration date	Sep. 14, 2024	Sep. 14, 2023	Mar. 14, 2023		Sep. 14, 2022			Mar. 14, 2022
Operating lease payments	$ 2,817	$ 2,817	$ 2,817		$ 2,817			$ 2,817

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Feb. 29, 2024	May 31, 2023
Related Party Transaction [Line Items]
Balance of related party liabilities	$ 323,678	$ 105,173
Related Party [Member]
Related Party Transaction [Line Items]
Related party wrote off		$ 12,000

Concentration of Risk (Details Narrative) - USD ($)	9 Months Ended
Concentration of Risk (Details Narrative) - USD ($)	Feb. 29, 2024	Feb. 28, 2023
Concentration Risk [Line Items]
Gain (Loss), Foreign Currency Transaction, after Tax	$ 172,979	$ 270,413
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Gross revenue percentage	79.00%
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Two Customer [Member]
Concentration Risk [Line Items]
Gross revenue percentage		71.00%

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