CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC. 10-K

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 2025-03-01

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 _____________________________________

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended May 31, 2025

 or

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

 For the transition period from ____ to ____

 Commission File Number: 333-146758

 _____________________________________

 CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

 (Exact name of registrant as specified in its charter)

 Colorado

 84-4901299

 (State or other jurisdiction of incorporation or organization)

 (IRS Employer Identification No.)

 6201 Bonhomme Road, Suite 435N, Houston, TX

 77036

 (Address of Principal Executive Office)

 (ZIP Code)

 Registrant's telephone number, including
area code: ( 214) 733-0868

 Securities registered pursuant to Section 12(b)
of the Act: None

 Securities registered pursuant to Section 12(g)
of the Act: None

 _____________________________________

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No

 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
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 Aggregate market value of registrant's common
stock held by non-affiliates of the registrant, based upon the closing price of a share of the registrant's common stock on November
29, 2024 (the last trading day before November 30, 2024, as reported on Nasdaq.com: approximately $ 2.9 million.

 Number of shares of the registrant's common
stock outstanding as of September 22, 2025: 11,626,749,347.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 i

 CAUTIONARY NOTES

 Forward-Looking Statements

 This Annual Report on Form 10-K, including "Management's
Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements about us and our
industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this
Report, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans,
objectives of management, and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking
statements because they contain words such as "may," "will," "shall," "should," "expects,"
"plans," "anticipates," "could," "intends," "target," "projects,"
"contemplates," "believes," "estimates," "predicts," "potential," "goal,"
"objective," "seeks," or "continue" or the negative of these words or other similar terms or expressions
that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Report include, but are not
limited to, our expectations regarding our financial performance; our expectations regarding future operating performance; our ability
to attract and retain customers; our ability to compete in our industries; our ability to meet our liquidity needs; our ability to effectively
manage our exposure to fluctuations in foreign currency exchange rates; the increased expenses associated with being a public company;
the size of our addressable markets, market share, and market trends, including our ability to grow our business in the countries we have
identified as near- term priorities; anticipated trends, developments, and challenges in our industry, business, and the highly competitive
markets in which we operate; our ability to anticipate market needs or develop new or enhanced offerings and services to meet those needs;
our ability to manage expansion into international markets and new industries; our ability to comply with laws and regulations, including
laws affecting the cannabis and pharmaceutical industries, that currently apply or may become applicable to our business both in the United
States and internationally; our ability to effectively manage our growth and expand our infrastructure and maintain our corporate culture;
our ability to identify, recruit, and retain skilled personnel, including key members of senior management; our ability to successfully
defend litigation brought against us; our ability to successfully identify, manage, and integrate any existing and potential acquisitions;
our ability to maintain, protect, and enhance our intellectual property.

 You should not rely upon forward-looking statements
as predictions of future events. We have based the forward-looking statements in this Report primarily on our current expectations, estimates,
forecasts, and projections about future events and trends that we believe may affect our business, results of operations, financial condition,
and prospects. Although we believe that we have a reasonable basis for each such forward-looking statement, we cannot guarantee that the
future results, activity levels, performance, or events and circumstances reflected in the forward-looking statements will be achieved.
The outcome of the events described or discussed in these forward-looking statements is subject to risks, uncertainties, and other factors
described in this Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge
from time to time, and we cannot predict all of them that could have an impact on these forward-looking statements. The results, events,
and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances
could differ materially from those described in the forward-looking statements.

 The forward-looking statements in this Report
relate only to events or circumstances as of the date on which they are made. We undertake no obligation to update any forward-looking
statement in this Report to reflect events or circumstances after the date of this Report or to reflect new information or the occurrence
of unanticipated events, except as required by law. We may not achieve the plans, intentions, or expectations disclosed in our forward-looking
statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the
potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

 In addition, statements that "we believe"
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information
may be limited or incomplete. Such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review
of, all potentially available relevant information. These statements are inherently uncertain, and you should not unduly rely upon them.

 You should read this Report and the documents
referred to in it completely and with the understanding that our actual future results may be materially different from what we expect.
All forward-looking statements in this Report are qualified by these cautionary statements.

 ii

 Third-Party Information

 This Report includes information and estimates
based on reports and other publications, sources from industry analysts, market research firms and other independent sources that were
generally available to the public and not commissioned by us, in addition to management's good-faith estimates and analyses. We
believe that such reports and publications are reliable, but have not independently verified them or their underlying data sources, methodologies
or assumptions. They contain information and estimates that are based on estimates, forecasts, projections, market research, or similar
methodologies and are inherently subject to uncertainties. Actual events or circumstances may differ materially from events and circumstances
reflected in these reports.

 Descriptions of Contracts

 This Report may contain descriptions of contracts
and instruments to which the Company or its officers and directors are parties or by which it is affected. These contracts and instruments
are exhibits to this Report and are identified in Item 16, Exhibits, Financial Statement Schedules. Where any such contract or
instrument is described in this Report, you are referred to the related exhibit, which may be found on the SEC's website, and the
description thereof is qualified by such reference.

 iii

 Item 1.

 Business.

 History

 Overview

 The Company was formed in
Colorado 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, 2004, it changed its name to China Infrastructure
Construction Corp. On February 28, 2018, the Company changed its name to Hippocrates Direct Healthcare, Inc., and on December 6, 2022,
it changed its corporate name to Cannabis Bioscience International Holdings, Inc.

 The Company's vision
is to provide superior services while adhering to its core values of integrity, respect, compassion, inclusiveness, social responsibility,
excellence and innovation.

 The Company has three businesses:

 The Company conducts a business generally related
to cannabis-related research and education under the trade name Pharmacology University (the "Pharmacology University Business").
For a more description of the Pharmacology University Business, see "Business – Pharmacology University Business."

 The Company conducts clinical trials, some of
which may involve cannabis and CBD products as a Sponsor and a CRO under the trade name Alpha Research Institute (the "Alpha Research
Business'). For a description of the Alpha Research Business, see "Business – Alpha Research Business."

 The Company plans to manufacture, market and
sell CBD products under the name "VitaCookies" (the "CBD Business"). For a description of the CBD Business, see "Business
– CBD Business."

 The Company is seeking to
establish a prominent position in the field of scientific research and biotechnology applied to medicinal cannabis and to compete successfully
with companies that have significantly larger financial resources. Despite operating with substantially lower capital, facilities and
manpower, the Company is attempting to establish a strong foundation in scientific research and biotechnology and to attain scientific
and clinical achievements that rival those of larger industry players. The Company has filed 10 applications for utility patents with
the U.S. Patent and Trademark Office (USPTO) and plans to file 10 more. The company also holds 12 U.S. trademarks. The Company also has
an intellectual property portfolio of more than 100 medical formulations for treating conditions including menopause, PTSD, dysbiosis,
depression, and Alzheimer's disease, along with scientific literature and educational audiovisual materials.

 The Company has actively engaged in public policy
and regulatory discourse. Along with firms that have invested substantial amounts in the cannabis industry, the Company was selected to
participate in the Drug Enforcement Administration's 2024 hearing on the rescheduling of marijuana from Schedule 1, where the Company's
representative gave testimony emphasizing the importance of scientific research, biotechnological development and regulated access to
cannabis for medical purposes. These hearings have been paused, but the Company intends to participate in them when they resume to maintain
its position in support of medical cannabis based on a strong bioscientific foundation.

 The Cannabis Industry

 The cannabis industry is fast-growing, increasingly complex, and rapidly
changing. The Company believes that the growing cannabis industry in the United States and abroad offers a significant market opportunity
for its Pharmacology University Business, as persons involved in the industry need the educational and other services that it furnishes,
as more fully described below

 The U.S. cannabis industry is undergoing rapid
growth and change, particularly with the recent opening of opportunities for federally sanctioned research on cannabis in partnership
with the Drug Enforcement Administration (the "DEA"), as well as the federal legalization of hemp and corresponding state
and federal hemp research programs.

 The legal cannabis market in the United States
has shown sustained growth since reaching approximately $27 billion in sales in 2022 (Brightfield Group), with estimates placing the market
value between $44 and $45 billion in 2025 (Grand View Research, Statista), around $50 billion by 2028 (Brightfield and Statista), and
within a range of $67 to $76 billion by 2030 (Whitney Economics and Grand View Research), reaching as high as $87 billion by 2035 (Whitney
Economics), which confirms its continuous expansion in both recreational and medical segments.

 In the medical market, demand
for cannabis for research continues to accelerate, driven by ongoing legalization efforts and strong public support. As of early 2025,
medical cannabis remains legal in 40 U.S. states, four of its five inhabited territories, and the District of Columbia. While precise
national estimates of registered medical cannabis patients are not uniformly reported, enrollment data from states with mandatory registries
indicate that at least 3.6 million patients are currently registered — a notable increase from prior figures. Furthermore, projections
suggest that the number of registered patients could reach 5.7 million by 2030, highlighting sustained growth trends in medical participation.
The global medical cannabis market is also on a strong upward trajectory. In 2024, the market was valued at approximately $12.65 billion,
and forecasts anticipate that it will expand at a compound annual growth rate (CAGR) of 24% through 2034, potentially reaching $108.7
billion by that year. Another projection estimates growth from $14.34 billion in 2024 to $52.23 billion by 2034, at a CAGR of 13.8%. These
trends reflect the widening scope of research interest: not only in states where medical cannabis is already legal, but in anticipation
of broader state and potential federal legalization. Authorities like the DEA continue to respond by expanding aggregate production quotas
for cannabis, aiming to meet increasing research demand — though specific quota figures for 2025 were not yet available at the time
of reporting.

 In 2024, the leading pharmaceutical
companies worldwide invested approximately $288 billion in research and development (R&D), according to data from Evaluate Pharma
BioSpace. In the United States, this amount represents a significant portion of the global total. The private R&D market, including
federal programs such as those of the DEA, continues to show interest in investigating the uses and risks of cannabis and hemp derivatives,
extending beyond the states that have legalized their medical use.

 Cancer remains one of the
primary drivers of demand for medical cannabis. According to the World Health Organization (WHO), in 2022, there were nearly 20 million
new cancer cases and 9.7 million deaths, and projections indicate that by 2050, new cases will exceed 35 million, with mortality almost
doubling. In the United States, it is estimated that in 2025, there will be approximately 2,000,000 new cancer diagnoses and 600,000 deaths
from this disease. At the same time, medical cannabis is increasingly recognized as an alternative for chronic pain management: in Michigan,
one study found its use was associated with a 64% reduction in opioid consumption, decreased medication use and side effects, and improved
quality of life. Likewise, patients with neuropathic pain reported a 73.5% decrease in monthly opioid dosages (MME), while those with
primary chronic pain achieved a 68% reduction. These findings underscore cannabis's potential as a therapeutic tool in addressing
both the rising global disease burden and the significant challenges posed by long-term opioid use.

 Expanding Legalization of Cannabis

 Cannabis Generally

 A recent CBS News poll found that 88% of Americans
support the legal use of medical cannabis when recommended by a doctor. Cannabis Business Daily projects sales in the cannabis industry
to be $15.5 billion and $20.3 billion in 2020 and 2021, respectively, and sales could be as high as $37 billion in 2024. The size of the
industry was only $3.4 billion in 2015. Sharp sales increases in recently launched medical cannabis programs – as well as continued
gains in adult-use markets – are expected to fuel much of the industry's growth over the coming years.

 Forty U.S. states, the District
of Columbia, Puerto Rico and Guam have legalized some form of whole-plant cannabis cultivation, sales and use for certain medical purposes.
Eighteen of those states, the District of Columbia and Northern Mariana Islands have also legalized cannabis for adults for non-medical
purposes (sometimes referred to as adult use). Under federal law, however, those activities are illegal. Cannabis, other than hemp (defined
by the U.S. government as Cannabis Sativa L., with a THC concentration of not more than 0.3% on a dry weight basis), is a Schedule I controlled
substance under the Controlled Substances Act (the "CSA"). Even in states or territories that have legalized cannabis to some
extent, the cultivation, possession, and sale of cannabis, whether in-state or interstate, violate the CSA and are punishable by imprisonment,
substantial fines and forfeiture. Moreover, individuals and entities may violate federal law if they aid and abet another in violating
the CSA or conspire with another to violate the law. Violation of the CSA is a predicate for the violation of other criminal laws, including
money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. The U.S. Supreme Court has ruled that the federal government
has the authority to regulate and criminalize the sale, possession and use of cannabis, even for individual medical purposes, regardless
of whether it is legal under state law.

 While the U.S. government has not enforced these
laws against companies complying with state cannabis laws, it retains the authority to do so, and therefore, the likelihood of any future
adverse enforcement against companies complying with state cannabis laws remains uncertain. U.S. Attorneys can prosecute violations of
the CSA, including cannabis activities that comply with state law; however, U.S. Attorneys have not targeted state-law-compliant entities
in recent years. The policy of not prosecuting such entities has continued under current U.S. Attorney General Merrick Garland.

 Since 2014, versions of the
U.S. omnibus spending bill have included provisions that prohibit the Department of Justice (the "DOJ", including the Drug
Enforcement Administration (the "DEA"), from using appropriated funds to prevent states from implementing their medical-use
cannabis laws. In 2016, the U.S. Court of Appeals for the Ninth Circuit held that this provision prohibits the DOJ from spending funds
to prosecute individuals who engage in conduct permitted by state medical-use cannabis laws and who strictly comply with such laws and
other courts that have considered the issue have ruled similarly. However, the court noted that if these provisions were not continued,
prosecutors could prosecute conduct that occurred even while the provision was previously in force. This decision does not apply to adult-use
businesses.

 Despite the ongoing federal
illegality of cannabis, the DEA has authorized certain institutions to conduct research using cannabis. Between January 2017 and January
2019, the DEA's projections for federally approved cannabis research projects increased dramatically: the number of federally registered
cannabis researchers increased from 384 to 542. In 2019, the DEA announced that it would further facilitate and expand scientific and
medical research for cannabis in the United States, including registering additional entities to produce cannabis for researchers and
increasing the amount and variety of cannabis available for research to "facilitate research, advance scientific understanding about
the effects of marijuana, and potentially aid in the development of safe and effective drug products that may be approved for marketing
by the Food and Drug Administration." Further, this announcement acknowledged the possibility that medical cannabis or related products
may, in the future, require FDA approval and come under the FDA's FDCA jurisdiction.

 On December 18, 2020, the DEA finalized regulations
pertaining to applications by entities seeking to become registered with the DEA to grow cannabis as bulk manufacturers for authorized
purposes. Under these and other applicable regulations, applicants are responsible for demonstrating that they have met various requirements,
including requirements to possess appropriate state authority, document that their customers are licensed to perform research, and employ
adequate safeguards to prevent diversion.

 On May 14, 2021, the DEA announced that memorandums
of agreement were provided to an unspecified and unnamed number of companies to collaborate with the DEA "to facilitate the production,
storage, packaging, and distribution of marijuana under the new regulations as well as other applicable legal standards and relevant laws."
To the extent these memorandums of agreement are finalized, DEA anticipates issuing DEA registrations to these manufacturers. Each applicant
will then be authorized to cultivate cannabis – up to an allotted quota – in support of the more than 575 DEA-licensed researchers
nationwide. As of 2022, six companies have been granted DEA registrations to bulk-manufacture cannabis.

 If the DEA continues the above policies and activities
(as to which no assurance can be given), the Company believes that demand for medical cannabis, and in turn, the Company's products
and services, will increase.

 As discussed under the caption "Alpha Research
Business," recent legislation has made research in product candidates containing hemp-derived cannabinoids possible without FDA
approval.

 The Company believes that the anticipated growth
of the cannabis industry, propelled in significant part by the increasing legalization of cannabis, offers the Company opportunities to
expand. The industry requires skilled and educated cannabis professionals to operate.

 CBD Products

 Until 2014, when 7 U.S. Code
§5940 became federal law as part of the Agricultural Act of 2014 (the "2014 Farm Act"), products containing oils derived
from hemp, notwithstanding a minimal or no THC content, were classified under the CSA Controlled Substances Act (the "CSA"),
as Schedule I illegal drugs. The 2014 Farm Act expired on September 30, 2018, and was replaced by the Agricultural Improvement Act of
2018 on December 20, 2018 (the "2018 Farm Act "), which removed hemp, defined as cannabis with less than 0.3% of THC, from
Schedule 1 status under the CSA and legalized the cultivation and sale of hemp at the federal level, subject to compliance with certain
federal requirements and state law, among other things. THC is the psychoactive component of plants in the cannabis family, generally
identified as marihuana or marijuana.

 The 2018 Farm Bill also shifted regulatory authority
from the Drug Enforcement Administration to the Department of Agriculture. The 2018 Farm Bill did not change the United States Food and
Drug Administration's ("FDA") oversight authority over CBD products. The 2018 Farm Act delegated the authority to the
states to regulate and limit the production of hemp and hemp-derived products within their territories. As of the date of this report,
44 states have adopted laws and regulations that fully or partially legalize the production and sale of hemp and hemp-derived products.

 The FDA has indicated that, in its view, certain
products containing CBD may not be lawful under the Federal Food, Drug and Cosmetic Act ("FDCA"). On December 20, 2018, after
the passage of the 2018 Farm Bill, FDA Commissioner Scott Gottlieb issued a statement in which he reiterated the FDA's position
that the FDA requires that a cannabis product (hemp-derived or otherwise) that is marketed with a claim of therapeutic benefit or with
any other claim with respect to disease to be approved by the FDA for its intended use before it may be introduced into interstate commerce
and that the FDCA prohibits introducing into interstate commerce food products containing added CBD, and marketing products containing
CBD as a dietary supplement, regardless of whether the substances are hemp-derived.

 State Regulation

 Texas

 In 2015, Texas adopted the
Texas Compassionate Use Act (the "TCUP"), which permitted the use of cannabis products with low levels of THC for patients
who suffered from intractable epilepsy. The TCUP was amended in 2019, 2021, and 2025 to include several other conditions, including cancer,
autism and chronic pain, that could be treated by THC products and increase the permissible level of THC.

 The Texas legislature recently
passed, and Governor Greg Abbott approved Law HB 46 ("Law HB 46"), which expands and enhances the TCUP. The changes made by
HB 46 include:

 Adding
the following qualifying conditions to those set forth in the TCUP: chronic pain (continuous or intermittent severe pain for more than
90 days), Crohn's disease, traumatic brain injury, terminal illnesses, and being in hospice care.

 Adding
methods of delivery, including lotions, patches, suppositories, and non-smoked pulmonary inhalation.

 Replacing
the limit of 1% THC by weight under the TCUP with a level of up to 10 milligrams per dose and a package not to exceed 1 gram of THC.

 Making
recommendations effective for one year with four 90-day refills.

 Directing
the Department of Public Safety to issue 12 additional licenses for dispensing organizations, for a total of 15, and requiring a dispensing
organization to become operational within 24 months after its license is issued.

 Requiring
monitoring of dispensed cannabis by the Texas Board of Pharmacy via the Prescription Monitoring Program.

 Requiring
that a person owning 10% or more in a dispensing organization submit his fingerprints for a background check.

 Requiring
that patient information held by a registry be kept confidential.

 Other States

 CBD products are legal in
24 states and partially legal in 20 others. Because the Company plans to manufacture and sell VitaCookies only within the State of Texas
for the time being, the Company has not analyzed the laws of the other states with respect to the legality of its CBD products, but will
do so before marketing its CBD products therein.

 Pharmacology University Business

 Overview of the Pharmacology University Business

 Through the Pharmacology University Business,
the Company provides knowledge and promotes professionalism in the rapidly growing cannabis industry through education in and
research about the medical properties and healing virtues of this substance. The Company does not cultivate, sell or distribute cannabis
or cannabis-infused products and has no plans to do so. Pharmacology University is not an institution of higher education, is not chartered,
regulated or accredited by any governmental or private agency and does not offer training that qualifies recipients to become pharmacists
or pharmacologists.

 Pharmacology University's business and prospects
are influenced by the growth of the cannabis industry and by the demand for experienced, educated professionals to guide and expand that
industry ethically and responsibly in the United States and other countries where the Company may operate legally. While the Company supports
the legal cannabis industry generally, its primary focus is on educating cannabis industry workers and leaders, as well as conducting
scientific research and development of hemp and cannabis for medicinal and commercial applications. One of the Company's most important
assets is the close relationship of its personnel with, and cooperation from, law enforcement agencies in the jurisdictions where it does
business. Police agencies in several countries have participated as guest speakers at the Company's seminars.

 In the United States, the Company has conducted
instructional seminars and cannabis classes in Texas, Arkansas, Florida, Illinois, Missouri, Oklahoma, and Georgia, as well as in Puerto
Rico, and intends to expand to additional states where legally permissible. Currently, seminars and classes are being held only in Texas.
The Company has also conducted instructional seminars and cannabis classes in Mexico, Peru, Ecuador, Colombia, and the Dominican Republic.
At present, the Company is resuming and expanding its in-person educational programs for business leaders, physicians, attorneys, nurses,
insurance agents, patients, and others regarding medical cannabis programs. In Texas, particular attention is given to the Texas Compassionate
Use Program (TCUP), established in 2015, and expanded by House Bill 46, with regard to which the Company is planning to provide education
and support.

 The Company offers opportunities for learning,
discovery and engagement to students, doctors, scientists, entrepreneurs and others in a real-world setting. It provides a full range
of educational programs at all levels and pursues a broad agenda of research, innovative and creative activities and builds partnerships
with academic institutions, community organizations, government agencies and the private sector in many jurisdictions, including Jorge
Tadeo Lozano University in Bogota, Cartagena, and Santa Marta, Colombia; Clayton State University, Atlanta, Georgia; Autonomous University
of Santo Domingo, Dominican Republic; EUFLORIA Medical Cannabis Dispensary, Tulsa, Oklahoma; the Polytechnic University of Puerto Rico
in San Juan, Dispensarios 420, Puerto Rico; Cannapolis Scientific Farm in Colombia; Hemp Ecuador in Ecuador.

 Educational Services

 The Company offers multilevel educational services
to entrepreneurs, medical and legal professionals, cultivators, dispensary technicians, manufacturers, patients and others who desire
to participate in the cannabis industry or who are otherwise interested in cannabis. These services include:

 Continuing medical education courses for physicians

 Continuing legal education courses for attorneys

 Certification courses for physicians

 Certification for industry workers

 General education seminars

 On-site training

 These courses cover all aspects of the medical
cannabis industry. For the general public, they focus on the history of cannabis, its medicinal value, dispensary concepts, legal issues
and ethics, production, growing and extracts, security, operations and economics. For doctors, our courses and seminars cover subjects
such as medicinal uses of cannabis, the biochemistry of cannabis, functions of the endocannabinoid system, pharmacology, cannabis use
and abuse, and administration and dosage of cannabis medications. The cultivation course focuses on germination, cultivation practices,
cloning, growth stages and harvesting, drying and curing, and the manufacturing course covers the chemical composition of cannabis plants,
extraction of oils, laboratory practices, the manufacture of cannabis products and marketing. Overall, we have certified and graduated
several thousand students in our courses in the United States, Puerto Rico and Colombia.

 Courses are taught and seminars are led by degreed
professionals, university professors, and industry experts with at least two years of commercial experience in the particular subject.
For example, the cultivation course might be taught by a professor of horticulture, an individual with an M.S. degree in agriculture,
or a master grower with three years' experience growing crops of at least 500 plants. The Company has held classes at colleges and
universities in classrooms with projectors, screens and microphones, including at the University of Texas, Houston; Texas Women's
University; University of Oklahoma; Oklahoma State University; Clayton State University, Atlanta; Polytechnic University, San Juan; Texas
A&M University; and Jorge Tadeo Lozano University in Bogota, Cartagena, and Santa Marta, Colombia. The Company believes, however,
that due to convenience, demand for its courses is trending towards online education and away from classrooms and seminars.

 The Company plans to conduct seminars, courses,
and training programs that will support physicians, attorneys, chemists, biologists, insurers, dietitians, and veterinarians in understanding
this new regulatory framework created by HB 46. The first of these will be a seminar on November 1, 2025, at UTHealth Houston, with CLE
and CME accreditation. Subsequently, the Company plans to hold five seminars in Houston, Dallas, San Antonio, El Paso and Brownsville.

 Students learn about Pharmacology University through
its website, social media, ticket venues, and local cannabis groups. Upon completing a course of study, students receive certificates
of completion, which are not certifications of their ability to work in a particular field, but recognition of their completion of a non-accredited
class. A 130-hour course lasting a semester was available at the University of Tadeo in Colombia, and the students who completed it received
a certificate entitled "Diplomado en Cannabis." In addition, CME and CLE credits were available for doctors and lawyers taking
the classes. The Company received CLE approvals for courses that it offered in Arkansas (Office of Professional Programs), Oklahoma (Oklahoma
MCLE Commission) and Texas (State Bar of Texas) and received CME approvals for courses that it has offered in Arkansas (University of
Arkansas for Medical Sciences Office of Continuing Education), Texas and Florida (Ponce Medical School Foundation). We were the first
company approved by the Department of Health of the Commonwealth of Puerto Rico to provide all training certificates, including medical
education, agriculture and manufacturing education, dispensary education, and others in the medicinal cannabis industry.

 The Company is resuming and expanding its in-person
classroom teaching and seminars, while continuing to develop online courses to provide flexible and convenient learning opportunities
for students in multiple languages. Currently, it has more than 100 videos available online in English, Spanish, Portuguese, Italian,
Arabic, French, and Mandarin. Virtual classes are also designed to be conducted via Zoom, allowing students to interact in real time and
ask questions during the courses. The Company expects that online courses may provide revenue as these activities expand. In addition,
both in-person and online programs are expected to grow. The Company continues to broaden its offerings to business leaders, medical and
legal professionals, and other stakeholders in the cannabis industry.

 The Company believes that teaching in classrooms
and public forums is unlikely to resume to its former extent. We held no classes or seminars during the year ending May 31, 2025, producing
revenue of $0, compared with two classes and no seminars during the year ending May 31, 2024, producing revenue of $6,335.

 Digital Products

 Pharmacology University offers educational materials
for sale on online platforms, including those operated by Amazon, Zinio, Apple, Kobo, Barnes & Noble, and Google Books.

 The Company has published 50 cannabis-related
eBooks in five languages, produced videos for online distribution, and recorded over 13,000 minutes of audio in five languages. Artificial
intelligence services have also been engaged to generate translations of these materials in up to 100 additional languages. These activities
have resulted in increased expense, with minimal revenue and no profit to date; however, the Company expects that they may become profitable
and represent a growing component of its business.

 The Company publishes its educational content
on various marketplaces that host products in languages commonly used worldwide. Platforms include those from Brazil, Spain, England,
Mexico, Canada, the United States, Germany, and other countries. Currently, the Company has three types of products published across these
platforms:

 E-Books: The Company publishes fifty titles in Spanish, English, Portuguese, Italian, and Arabic
on Amazon, Kobo, and Google Books. In addition, Smashwords distributes its content on Barnes & Noble, Apple, Baker & Taylor's
Axis 360, OverDrive, Scribd, cloudLibrary, Gardners Extended Retail, Odilo, and Gardners Library.

 Audiobooks: Findawayvoices distributes the Company's content on 3Leaf Group, Axiell, Baker
& Taylor, Bibliotheca, Bidi, EBSCO, Follett, hoopla, LOL, Dilo, Overdrive, Perma-Bound, Ulverscroft, and Wheelers, as well as on 24symbols,
Anyplay, Apple, Audiobooks.com, AudiobooksNow, AudiobooksNZ, BajaL, BingeBooks, Bokus Play, Bookmate, Chirp, Cliq, Downpour, eStories,
Google Play, Hummingbird, Instaread, Leamos, Libro. FM, Milkbox, Nextory, NOOK, Scribd, and Ubook.

 Video Courses: The Company publishes 161 titles on Amazon (6 courses), Sympla (17 courses), Teachlr
(62 courses), Edusity (13 courses), Simplivlearning (16 courses), Alugha (40 courses), Aprendum (4 courses), and Unihance (105 courses).

 We published Cannabis Worlds, a digital magazine,
on Google Books, Zinio, Pocketmags and Magzter. In April 2024, we ceased publication.

 The Company believes that the amount and scope
of its digital products exceed those offered by any of its competitors in cannabis-related education.

 A staff of 14 independent contractors in Venezuela,
Argentina, Colombia, Brazil and Texas holds classes; researches and edits materials; translates materials; prepares audio-visual materials;
and engages in web development.

 Franchising

 The Company offered educational programs to franchisees
worldwide. A franchisee purchased the right to provide our courses in its particular city. In addition to an initial franchise fee, a
franchisee paid a 10% franchise fee and a 2% advertising fee on all gross sales. We assisted in creating and registering a franchisee's
business identity; developing and activating its websites; creating its social media platforms; providing it with marketing plans; assisting
in finding venues for their classes; explaining how to find qualified instructors; providing PowerPoint presentations as well as books
for students and instructors; and providing one week of one-on-one training relating to the operation of the franchise. In addition, we
provided one month of marketing assistance. In April 2024, we decided not to pursue franchising.

 Consulting

 The Company offered consulting services, which
included: These services included:

 creating and presenting advertising material for campaigns in traditional and digital media, including publicity strategy, campaign creation, design of flyers, advertising social networks, newspapers and magazines and creation of audiovisual content.

 consulting services to entrepreneurs considering entering the cannabis industry, manufacturers and growers, including preparation of business plans, guidance in business structure, guidance in seeking investment, preparation of license and other applications and development of operating procedures.

 The costs of these services were based on the
nature of each assignment.

 The Company provided these services in many states
and Puerto Rico and assisted in obtaining over 40 licenses for its clients for dispensaries, cultivation, manufacturing and a full analytical
laboratory.

 For the years ended May 31, 2024, and May 31,
2025, the Company recorded revenues of $28,641 and $0, respectively, from consulting services. However, in September 2025, the Company
entered into an agreement to provide advisory services for obtaining a hemp license.

 Alpha Research Business

 Through the Alpha Research Business, based in
Houston, Texas, the Company offers specialized services in all therapeutic areas of clinical trials and has conducted over 20 clinical
trials for Sponsors and CROs. These trials have included drugs relating to diseases in the areas of asthma, allergies, renal disorders,
neurology disorders, cardiac and vascular disorders, nutrition/metabolism, obstetrics/gynecology, dermatology, oncology, ophthalmology,
orthopedics, gastroenterology, psychiatric disorders, infectious diseases, pulmonary and respiratory diseases, urology and COVID-19, as
well as devices for orthopedic and cardiovascular problems. Our clients have included Sponsors such as Pfizer Inc., Merck & Co., Inc.,
Shionogi & Co., Ltd., Medtronic plc, Novartis, GlaxoSmithKline plc, Gilead Sciences, Inc. and Johnson & Johnson, and CROs, such
as PPD, Inc., Icon plc, Parexel, PRA Health Sciences, Inc., Covance, IQVIA Holdings Inc. and Medpace Holdings, Inc. In the near future,
Alpha Research intends to conduct cannabinoid clinical trials, in which it will be the Sponsor. One of our clients is Vita Biotech Research,
LLC ("Vita"), which is engaged in data collection for clinical trials. For information regarding the interest of two of our
officers and directors in Vita, see "Certain Relationships and Related Party Transactions – Vita Agreement."

 Clinical trials are a research method designed
to evaluate and test new drugs or devices. They are typically conducted in four phases, each of which has a different purpose and helps
scientists to answer various questions.

 Phase I. Researchers test an experimental drug or treatment in a small group of people for the first time. The researchers evaluate the treatment's safety, determine a safe dosage range, and identify side effects.

 Phase II. The experimental drug or treatment is given to a larger group of people to ascertain whether it is effective and to evaluate its safety further.

 Phase III. The experimental study drug or treatment is administered to large groups of people. Researchers confirm its effectiveness, monitor side effects, compare it to commonly used treatments, and collect information that will allow the experimental drug or treatment to be used safely.

 Phase IV. Post-marketing studies, which are conducted after a treatment is approved for use by the FDA, provide additional information, including information relating to treatment, risks, benefits and best use.

 The Company's facilities are equipped with
examination and blood drawing rooms, storage for investigational medication and study-related equipment. The Company employs only clinical
research coordinators ("CRCs") with at least five years of experience. CRCs are involved in supervising drug trials and medical
research, which involves recruiting patients for medical and drug trials and screening them to ensure that they meet the guidelines of
the trial, as well as following good clinical practice, overseeing the progress of the clinical trial and ensuring that it is properly
conducted, recorded, and reported.

 The recruitment of subjects from minority, rural
and economically disadvantaged groups is important to clinical trials because the benefits and risks of new drugs with respect to them
may differ from other groups due to genetic, environmental and other factors. To enhance such recruitment, the Company has worked with
community organizations, churches, social services and public agencies and has provided transportation services.

 The Alpha Research Business is staffed by seven
personnel responsible for regulatory and Investigational Review Board ("IRB") processes and a staff of two auditors. An IRB
is an independent body required by federal regulation, comprising medical, scientific, and nonscientific members, whose responsibility
is to ensure the protection of the rights, safety, and well-being of human subjects involved in a clinical trial. An IRB reviews and approves
clinical trials, protocols, amendments, methods and materials to be used in obtaining and documenting informed consents from trial subjects.

 We have more than six principal investigators,
who are physicians who prepare and perform or oversee clinical trials, usually in conjunction with their medical practices. These investigators
are independent contractors. In addition, we have seven professional personnel who analyze data and report the results of trials to Sponsors
and CROs, all of whom are independent contractors; they are encouraged to keep up to date on good clinical practices and regulations relating
to clinical research and a part-time accountant.

 Clinical Trials for Sponsors and CROs

 In connection with these clinical trials, the
Company will contract with a Sponsor or CRO to provide services in connection with a clinical trial after it has provided information
respecting its ability to provide them and after a visit by the Sponsor or CRO to our facilities to confirm our ability to conduct the
trial and to establish communications procedures. After further measures, which include establishing a budget and providing additional
information about the Company and a second visit to our facilities, we will enter into a contract with the Sponsor or CRO, which will
issue a "Site Activation Letter." When we receive this letter, we begin enrolling volunteer test subjects.

 Alpha Research finds Sponsors and CROs in three
ways:

 Recruitment websites. On these websites, we search for trials that are within our competence and contact the related Sponsors or CROs, providing relevant information about ourselves, who will respond if they are interested in our services. The Sponsor or CRO will consider entering into a contract for the study only after it has met with our personnel and has visited our facilities, and if the Sponsor or CRO is satisfied that we can conduct the trial and comply with the terms of its contract, which, as indicated above, are complex. Even then, the Sponsor or CRO may award the contract to a firm that it considers better qualified.

 Sponsor or CRO websites. The process is similar to that described above for recruitment websites.

 Personal contact.

 We are currently conducting clinical trials for
Sponsors and CROs in non-cirrhotic, non-alcoholic steatohepatitis, chronic obstructive pulmonary disease, a multivalent pneumococcal vaccine,
iron deficiency anemia and the collection of biospecimen collections and samples across all ages and various therapeutic areas, and multiple
medical conditions. We are actively seeking contracts, have bid on four and believe that we will be successful in obtaining some of them.
We produced revenues of $301,731 and $213,865 from our clinical trials business for the years ending May 31, 2025, and May 31, 2024, respectively.

 Based on these factors and the expertise of the
Company in conducting clinical trials, it believes that it can develop and test CBD products.

 These trials will be conducted in the Company's
facilities, adding additional CRCs to handle the new studies. It will contract with an IRB to ensure all protocols are met and approved.

 If a clinical trial indicates that a product is
safe and effective, the Company intends to exploit it by selling or licensing it. Where possible, it will seek protection of intellectual
property related to the use of a product through patents and trademarking.

 CBD Products and Research

 Background

 CBD and Its Properties

 CBD is a naturally produced
cannabinoid from the cannabis plant that differs from other cannabinoids, such as THC, in its structure and mechanism of action. CBD does
not have psychoactive effects and does not alter the consciousness and perception of the user.

 CBD has been proven clinically
to have anti-inflammatory, analgesic, anti-seizure, immunomodulatory and anxiolytic activity. For example, according to an article in
Harvard Health Publishing, the consumer health education division of Harvard Medical School ("Cannabidiol (CBD): What we know and
what we don't," published on September 24, 2021), there is strong evidence for the use of CBD in treating certain childhood
epilepsy syndromes, and one CBD-based drug, Epidiolex, has been approved by the Federal Drug Administration for treating these conditions.
This article states that animal studies, human research and self-reporting suggest that CBD may help with anxiety, insomnia, chronic pain
and treatment of addiction. Other articles state, with varying degrees of certainty, that CBD may be used to treat other conditions, including
mental disorders, such as depression, psychosis and PTSD; cancer-related symptoms, such as nausea, vomiting and pain; neurological conditions,
such as Parkinson's disease, Huntington's disease, autism spectrum disorder and motor disorders; substance abuse; glioblastoma;
high blood pressure; and sleep disorders.

 Market

 According to a report published
in 2024 by Precedence Research, a market intelligence and consulting firm based in Canada and India, the global market size of CBD consumer
health products was approximately $20.9 billion, of which U.S. markets accounted for about $9.0 billion in 2024. According to the report,
this growth has been driven by the expansion in the availability of CBD products across various categories, such as dietary supplements,
cosmetics, functional beverages, and wellness formulations, as well as by the growing consumer acceptance regarding the use of cannabidiol
as an ingredient with therapeutic potential. The report projects that the U.S. market for CBD products will reach about $34.66 billion
by 2034, representing a compound annual growth rate of approximately 14.45%, which reflects not only the strength of domestic demand but
also the expected impact of innovation in new formulations and the possible easing of the regulatory framework. If these projections are
fulfilled, CBD will become a significant sector in the U.S. health and wellness, impacting the pharmaceutical and mass consumer markets.

 VitaCookies

 The Company expects to launch its first CBD products
in the State of Texas in the foods category of functional wellness edibles under the name "VitaCookies." These cookies, which
the Company believes have therapeutic properties, are formulated with cannabinoids and natural extracts to provide relief for a variety
of medical conditions. Unlike other stigmatized formats, such as cigarettes or gummies, our team of physicians, chemists, and biologists
has collaborated to develop a more refined, safe, and appealing product, designed to integrate seamlessly into patients' daily lives
through a reliable and enjoyable format.

 The first launch includes:

 VitaDepression
Cherry Cookies are intended to improve mood balance, sleep quality, and cognitive function by acting on the gut microbiota and reducing
oxidative stress.

 VitaMenopause
Mango Cookies are intended to relieve symptoms of perimenopause and menopause, such as hot flashes, fatigue, insomnia, and emotional
changes.

 VitaFibromyalgia
Strawberry Cookies are intended to reduce pain, neuroinflammation, and chronic fatigue in patients with fibromyalgia.

 VitaPainRelief
Blackberry Cookies are intended to provide analgesic support for patients with chronic pain, reducing inflammation and improving daily
well-being.

 VitaOsteoporosis
Fig Cookies are designed for bone and joint health, with nutrients such as calcium, magnesium, and vitamin D that help prevent the loss
of bone mineral density.

 VitaPrebiotic
Plum Cookies are aimed at digestive health and the balance of the gut microbiota.

 VitaDiabetes
Support Pecan Nut Cookies are intended to help regulate glucose and metabolism in individuals with Type 2 diabetes or insulin resistance.

 VitaCollagen
Guava Cookies are intended to promote collagen production, thereby improving skin elasticity, joint function, and tissue recovery.

 VitaPTSD
Dark Chocolate and Passion Fruit Cookies are intended to support patients with post-traumatic stress disorder, anxiety, and insomnia.

 VitaAnxiety
Banana Cookies are formulated to assuage anxiety and emotional disturbances and to help balance the nervous system and regulate sleep.

 The Company intends to
launch VitaCookies in the near future. The Company will initially manufacture the VitaCookies on its own leased premises and market
them initially through its own website. In the future, depending on the demand for VitaCookies, it may subcontract
manufacturing.

 For the time being, the Company
plans to market only in the State of Texas, where its headquarters are located and VitaCookies will be manufactured. Because the FDA has
taken the position that foods containing CBD cannot be introduced in interstate commerce, the Company will not sell VitaCookies and other
products over which the FDA has jurisdiction outside the State of Texas, but may in the future expand its sales into other states if such
sales become legal under federal law and the laws of the states where such sales are made. At that time, the Company will endeavor to
sell these products to large national retail and pharmaceutical chains, specialized marketplaces for health and wellness products, such
as wellness centers, vitamin stores, and to regional self-service chains, local supermarkets and liquor stores.

 Development of New CBD Products

 The Company intends to conduct research on the
efficacy of CBD-based products. Possible areas of study are endocannabinoid system physiology to study the normal endocannabinoid range
in healthy individuals; the medical consequences of low endocannabinoid levels; the effects of cannabinoid administration in the organism;
the effect of cannabinoid-based treatments respecting cancer prevention, tumor size and viability, cancer-related symptoms and chemotherapy-induced
symptoms; irritable bowel syndrome; migraine; anxiety; and fibromyalgia. These studies will involve various methodologies, which will
include blood tests, breathalyzer tests and electroencephalograms (EEGs) to determine the impact of cannabinoids on pathologies that have
been linked to clinical endocannabinoid deficiencies such as irritable bowel syndrome, migraine and fibromyalgia. Where appropriate, the
Company will conduct clinical trials through Alpha Research Institute or an independent entity. If a product is found to be safe and effective,
the Company intends to exploit it by selling or licensing it. Where possible, it will seek protection of intellectual property related
to a product through patents and trademarking.

 Patents and Trademarks

 The Company has filed ten utility patent applications
with the U.S. Patent and Trademark Office relating to cannabinoid-based compounds, formulations, and methods of treatment. These applications
are intended to protect the Company's innovations, compositions and methods of use. The applications are:

 Application No. 18/905,128, filed on October 2, 2024, for a method of treatment for pancreatic cancer.

 Application No. 18/918,386, filed on October 17, 2024, for a cannabinoid-based nanoplatform composition
and methods for treating breast cancer by inhibiting VEGF.

 Application No. 18/920,359, filed on October 18, 2024, for an integrative treatment for shingles based
on cannabinoid compounds.

 Application No. 18/922,127, filed on October 21, 2024, for a cannabinoid-based nanoplatform composition
and methods for treating knee osteoarthritis.

 Application No. 18/921,140, filed on October 21, 2024, for a cannabinoid-based nanoplatform composition
and methods for treating menopause.

 Application No. 18/924,087, filed on October 23, 2024, for a cannabinoid composition and method for treating
symptoms of respiratory viral infections.

 Application No. 18/929,972, filed on October 29, 2024, for an advanced cannabinoid therapeutic composition
targeting the microbiota-gut-brain axis for comprehensive depression management.

 Application No. 18/934,360, filed on November 1, 2024, for comprehensive cannabinoid compositions and
methods for the management of anxiety disorders.

 Application No. 18/942,512, filed on November 9, 2024, for an advanced cannabinoid formulation for targeted
management of multiple sclerosis.

 Application No. 18/957,035, filed on November 22, 2024, for cannabinoid formulations and methods for oral
care and health management.

 No assurance can be given that any of these applications
will result in the issuance of patents.

 Employees

 The Company has two employees, namely its executive
officers, who serve full-time. It meets its other manpower needs through approximately 14 independent contractors; the number of these
personnel changes from time to time in accordance with the Company's staffing needs. For a description of the services provided
by these independent contractors, see the descriptions of the three segments of the Company's business.

 Concentration of Revenues

 The Company has depended on a few customers of
Alpha Research Business for substantial portions of its revenue. For the year ended May 31, 2025, the Company had revenues of $303,022,
of which 66.7% and 24.1% were received from two customers. For the year ended May 31, 2024, the Company had revenues of $248,841, of which
62.8% and 24.1% were received from two customers.

 Description of Property

 The Company leases approximately 1,367 square
feet at 6201 Bonhomme Road, Suite 435N, Houston, Texas, under a lease dated April 12, 2024, and amended on June 18, 2025. The lease, as
amended, added a one-year term that commenced on June 1, 2025, at a base rent of $1,730 per month.

 The Company is using as office space a portion
of an apartment leased by one of its officers with an area of 1,400 square feet in Houston, Texas, at 1625 Main St, Houston, Texas, for
which it is reimbursing him at the rate $2,817 per month.

 Legal Proceedings

 The Company is not a party to any litigation and
is not aware of any threatened litigation.

 Off-Balance Sheet Arrangements

 We have no off-balance-sheet arrangements.

 Government Re g ulation

 The Company's businesses are affected by
laws and regulations relating to cannabis and clinical trials. In the future, the Company may sell cannabinoid products that are subject
to legal restriction and regulation in some states and, although not subject to federal regulation today, could be regulated or restricted
in the future. The Company intends to comply with all such restrictions and regulations.

 The Company and its expenditures, earnings and
competitive position have not been materially affected by compliance with the above or other governmental regulations, including those
relating to climate change. See also Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations
– Climate Change.

 The Company believes that it is in compliance
with all material government regulations.

 Information About Our Executive Officers

 The names and ages of the Company's executive
officers and their positions with the Company are as follows:

 Name (Age)

 Present Position

(Effective Date)

 Positions Held During

Past Five Years (Effective Date)

 Dante Picazo (69)

 Chief Executive Officer,

 Chief Financial Officer and Director (2019)

 Chief Executive Officer,

 Chief Financial Officer and Director (2019)

 John Jones (60)

 Treasurer and Director
 (2024)

 Treasurer and Director (2024)

 There are no family relationships between any
of the officers named above and, except for an Agreement, dated as of August 19, 2024, by and among the Company, John Jones and Barbara
Kamienski (the "Jones Agreement"), there is no arrangement or understanding between any of the officers named above and any
other person pursuant to which he was selected as an officer. For information regarding the Jones Agreement, see "Certain Relationships
and Related Transactions, and Director Independence – Jones Agreement". The board of directors (the "Board")
appointed each of the officers named above to hold office until his successor is elected and qualified or until his earlier resignation
or removal.

 Further information about the Company's
officers and directors appears in Part III of this report.

 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 is not required to provide
information under this item.

 Item 1B.

 Unresolved Staff Comments.

 None.

 Item 1C.

 Cybersecurity.

 The Company does not believe that it is subject
to material cybersecurity risks and does not expect to incur material costs in connection with cybersecurity. The Company does not believe
that it has been the object of any cyberattack.

 Item 2.

 Properties.

 The Company leases approximately 1,367
square feet at 6201 Bonhomme Road, Suite 435N, Houston, Texas, under a lease dated April 12, 2024, and amended on June 18, 2025. The
lease, as amended, added a one-year term that commenced on June 1, 2025, at a base rent of $1,730 per month. For information
regarding the recording of the right-of-use asset and the lease liability in the consolidated balance sheets, see Note 5 to the
Company's financial statements.

 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 and
they 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 September 6, 2023, these officers entered into a new lease of this property, which commenced on September 15, 2023, and
will expire on September 14, 2024, at a rent of $3,164 per month and they are made 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.

 Item 3.

 Legal Proceedings.

 None.

 Item 4.

 Mine Safety Disclosures.

 Not applicable.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

 The Common Stock is quoted on the OTC Pink tier
of the alternate trading system operated by OTC under the trading symbol CBIH. Market quotations for shares of Common Stock shown on OTC's
quotation system reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

 On September 10, 2025, the closing price for the
Common Stock quoted by OTC was $0.0005 per share.

 As of the date of this Report, there were 420
record holders of the shares of the Common Stock, of which approximately 1.8 billion shares were freely tradable.

 As of the date of this report, the exemption from
registration afforded by Rule 144 is available for all other outstanding shares of Common Stock that have been held for 6 months after
they were paid for in full.

 Item 6.

 Reserved.

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The financial information discussed below is
derived from the Company's audited consolidated financial statements at May 31, 2025, which were prepared and presented in accordance
with generally accepted accounting principles ("GAAP"). This financial information is only a summary and should be read in
conjunction with the audited financial statements and related notes contained herein, which more fully present the Company's financial
condition and results of operations at that date. The results set forth in these consolidated financial statements are not necessarily
indicative of the Company's future performance. This item and other parts of this report contain forward-looking statements that
involve risks and uncertainties. Actual results may differ significantly from the results discussed in forward-looking statements.

 Information about the Company

 The Company, headquartered in Houston, Texas,
conducts clinical trials for Sponsors and CROs and as a Sponsor through Alpha Research Institute, cannabis-related education in classrooms,
seminars and online through Pharmacology University and sales of CBD products. For detailed information about the Company and its operations,
see "Business."

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

 Going Concern

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

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

 Overview

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

 Alpha Research Institute – Clinical trials and medical research.

 Pharmacology University – Education, consulting, digital publishing, marketing, and franchising related to medical cannabis.

 CBD Business – Sales of CBD products.

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

 Results of Operations

 Comparison of the Year Ended May 31,
2025, and the Year Ended May 31, 2024

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

 Year Ended May 31,

 2025

 2024

 Revenues

 $
 303,022

 $
 248,841

 Cost of revenues

 40,106

 45,599

 Gross profit

 262,916

 203,242

 Total operating expenses

 684,281

 689,382

 Operating loss

 (421,365
)

 (486,140
)

 Non-operating income (expense):

 Amortization of discount

 (44,154
)

 –

 Note discount

 –

 (11,000
)

 Forgiveness of debt

 23,638

 –

 Change in fair value of derivative liabilities

 29,323

 –

 Interest

 (136,262
)

 (154,206
)

 $
 (548,820
)

 $
 (651,345
)

 Revenues

 Revenues were $303,022 and $248,841 for the years
ended May 31, 2025, and May 31, 2024, respectively, primarily due to an increase of $87,866 in revenues from clinical trial contracts,
which were $213,865 in the earlier period and $301,731 in the later. Revenues from cannabis-related educational classes and seminars were
$1,291 for the year ended May 31, 2025, as compared with $6,335 for the year ended May 31, 2024, because the Company conducted fewer classes
and seminars in the year ended May 31, 2024. Consulting fees were $0 for the year ended May 31, 2025, versus $28,641 for the year ended
May 31, 2024.

 Operating Expenses

 Operating expenses for the years ended May 31,
2025, and May 31, 2024, consisted of the following:

 Years Ended May 31,

 2025

 2024

 General and administrative

 $
 101,906

 $
 123,759

 Contract labor

 175,420

 205,984

 Professional fees

 317,137

 232,844

 Officer compensation

 24,000

 38,000

 Rent

 65,301

 86,730

 Travel

 2,065

 Total operating expenses

 $
 684,281

 $
 689,382

 Officer compensation decreased because an officer
died. Rent was reduced by $21,429 because a lease terminated and the Company entered into a new lease for a smaller area and rent.

 Operating Loss

 For the reasons set forth above, operating loss decreased
from $486,140 in the year ended May 31, 2024, to $421,365 in the year ended May 31, 2025.

 Interest

 Interest was $136,262 in the year ended May 31,
2025, and $154,206 in the year ended May 31, 2024.

 Other Income

 On May 13, 2024, the Company agreed to settle
$38,638 owing under a financing agreement in consideration of a payment of $15,000, which the Company made on June 12, 2024. Under ASC
470-50-40, the $23,638 difference between the fair value of the extinguished debt and the fair value of the payment has been treated
as gain.

 Net Loss

 Net loss for the year ended May 31, 2024, was $651,345,
compared with a net loss of $548,820 for the year ended May 31, 2025, for the reasons set forth above.

 Liquidity and Capital Resources

 At May 31, 2025, the Company had $12,952 in cash
and cash equivalents, accounts receivable of $6,380, negative working capital of $916,878 and no commitments for capital expenditures.
At May 31, 2024, the Company had $755 in cash and cash equivalents, accounts receivable of $20,139, negative working capital of $860,417
and no commitments for capital expenditures. The Company had cash in the amount of $228 on September 10, 2025.

 During the years ended May 31, 2025, and May 31, 2024,
the Company had net cash used in operations of $329,627 and $479,382, respectively, and net cash provided by financing activities of $341,824
and $471,224, respectively. The Company had accumulated deficits of $5,882,901 at May 31, 2025, and $5,334,081 at May 31, 2024.

 Since June 1, 2023, the Company has raised capital
as follows:

 In the years ended May 31, 2025, and the year ended May 31, 2024, the Company received $244,250 and $70,000, respectively, from sales of Common Stock to private investors.

 In the years ended May 31, 2025, and May 31, 2024, the Company received loans of $120,907 (of which $105,187 was related-party loans) and $428,201 (of which $398,041 was related-party loans), respectively.

 In the year ended May 31, 2024, the Company has
offered 6,250,000,000 shares of Common Stock to the public at an offering price of $0.0008 per share. If this offering had been fully
sold, the Company would have raised new capital of $5,000,000. However, no shares were sold. The Company does not intend to conduct a
public offering of Common Stock until the market price for its Common Stock increases substantially. Thus, the Company believes that it
will be able to raise equity capital only through the sale of shares of Common Stock in private transactions at discounts from the market
price for Common Stock, which may be substantial.

 The Company believes that it will need to obtain
funding of $2,000,000 for its capital requirements to fully fund its business for the next two years and provide a reserve for contingencies
of $500,000 through revenue from operations, profits, private sales of its equity securities or loans.

 There is no assurance that such funding will be
available on acceptable terms or at all or that the Company will attain profitability. If the Company cannot raise sufficient funds when
required or on acceptable terms, it may have to reduce its operations significantly or discontinue them entirely. To the extent that funds
are raised by issuing equity securities or securities that are convertible into the Company's equity securities, its stockholders
may experience significant dilution. If the Company is successful in raising funds for its businessand in carrying it out, it expects
to become profitable in the year ending May 31, 2026, and beyond.

 The Company believes, but cannot assure, that
sales of VitaCookies and fees for classes and seminars relating to Law HB 46 may result in substantial revenue and profits.

 Financial Outlook

 The Company has not generated significant revenues
and has never been profitable. However, it believes that its growing portfolio of CBD products and intellectual property indicate that
the Company is on the right track. The Company believes that the imminent introduction of VitaCookies will generate additional revenue
and enable it to become profitable in the current fiscal year, provided that it is able to keep its expenses near current levels. The
Company pays some of its officers and directors in shares of Common Stock and expects to continue doing so for the foreseeable future.
While paying these officers and directors in shares conserves cash, which is important in light of the Company's limited capital,
GAAP requires that the value of these shares be presented as an operating expense, thereby reducing operating income. The Company hopes
that in the future, it will increase revenue and profits by the introduction of state-of-the-art nanotechnology products, including nanoemulsion-based
delivery systems, which improve solubility, stability, targeted delivery and the overall bioavailability of therapeutic compounds.

 Off-Balance Sheet Arrangements

 The Company has no off-balance sheet arrangements.

 Smaller Growth Company

 We are a smaller reporting company as defined
in Item 10(f)(1) of Regulation S-K. As such, we may take advantage of certain of the scaled disclosures available to smaller reporting
companies as long as (i) the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured
on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed
fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million measured on
the last business day of our second fiscal quarter. As a smaller reporting company, we may choose to present only the two most recent
fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive
compensation; and, as long as we remain a smaller reporting company with less than $100 million in annual revenue, we will not be required
to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

 Climate Change

 The Company's business, financial condition,
and results of operations have not been materially impacted by federal and state legislation and regulation and international accords
regarding climate change, but it cannot predict how they may be impacted in the future. The Company has had no material past capital expenditures
for climate-related projects and, unless there are regulatory changes, does not expect to incur them in the future.

 Long-Term Obligations

 The Company has no long-term obligation that it
expects to have a material impact on its liquidity or capital resources.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

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

 Items 8.

 Financial Statements and Supplementary Data.

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm for Year Ended May 31, 2025 (PCAOB #6771)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Cash Flows

 Consolidated Statements of Stockholders' Deficiency

 Notes to Consolidated Financial Statements

 VICTOR
 MOKUOLU, CPA PLLC

 Accounting
 | Advisory | Assurance & Audit | Tax

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Stockholders

 Cannabis Bioscience International Holdings, Inc. (formerly China Infrastructure
Construction Corp)

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Cannabis Bioscience International Holdings, Inc. (formerly China Infrastructure Construction Corp) (the "Company")
as of May 31, 2025, and May 31, 2024, and the related consolidated statements of operations, stockholders' deficiency, and cash
flows for each of the two years in the period ended May 31, 2025, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of May 31, 2025, and May 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended
May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

 Substantial Doubt about the Company's
ability to continue as a Going Concern

 The accompanying financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in Note 3, Going Concern, to the consolidated financial statements,
the Company has suffered recurring losses from operations and had a working capital deficit of $916,878 and an accumulated deficit of
$5,882,901 as on May 31, 2025. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3, Going Concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 A critical audit matter is a matter arising from
the current period audit of the financial statements that was communicated or required to be communicated to the Company's governance
and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Victor Mokuolu, CPA PLLC

 We have served as the Company's auditor since 2023.

 Houston, Texas

 PCAOB ID: 6771

 www.vmcpafirm.com
 | Ph: 713.588.6622 | Fax: 1.833.694.1494 | ask@vmcpafirm.com

 F- 1

INC.

 CONSOLIDATED BALANCE SHEETS

 2025

 2024

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 12,952

 $

 Accounts receivable

 6,380

 20,139

 Related party receivables

 9,155

 –

 Other current assets

 TOTAL CURRENT ASSETS

 29,085

 21,492

 Right-of-use asset

 2,795

 35,670

 TOTAL ASSETS

 $
 31,880

 $
 57,162

 LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 CURRENT LIABILITIES

 Accounts payable and accrued expenses

 $
 100,343

 $
 165,858

 Bank overdraft

 –

 2,408

 Credit cards

 30,327

 30,230

 Accrued interest

 22,095

 –

 Related party payables

 623,474

 518,287

 Short-term loans (net of amortization of loan fees)

 111,722

 136,194

 SBA loans

 14,592

 7,054

 Derivative liabilities

 29,322

 –

 Lease liabilities

 4,906

 21,877

 Convertible note

 9,182

 –

 TOTAL CURRENT LIABILITIES

 945,963

 881,909

 LONG-TERM LIABILITIES

 Notes payable

 –

 –

 SBA loan

 249,500

 249,361

 Lease liabilities

 –

 4,906

 TOTAL LONG-TERM LIABILITIES

 249,500

 254,267

 TOTAL LIABILITIES

 1,195,463

 1,136,175

 STOCKHOLDERS' DEFICIENCY

 Preferred stock: 10,000,000 shares, without par value, authorized, of which 2,500,000 shares have been designated Series A Convertible Preferred Stock and 2,000 shares have been designated Series B Preferred Stock ( 2,000 and 1,000 shares outstanding at May 31, 2025, and May 31, 2024, respectively)

 –

 –

 Common Stock, without par value: 20,000,000,000 shares authorized 11,626,749,347 and 10,431,749,347 shares issued and outstanding at May 31, 2025, and May 31, 2024, respectively

 –

 –

 Additional paid-in capital

 4,719,318

 4,255,068

 Accumulated deficit

 ( 5,882,901
)

 ( 5,334,081
)

 TOTAL STOCKHOLDERS' DEFICIENCY

 ( 1,163,583
)

 ( 1,079,013
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 $
 31,880

 $
 57,162

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

 F- 2

INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS

 2025

 2024

 Revenues

 $
 303,022

 $
 248,841

 Cost of revenues

 40,106

 45,599

 Gross profit

 262,916

 203,242

 Cost and expenses

 General and administrative

 101,906

 123,759

 Contract labor

 175,420

 205,984

 Professional fees

 317,137

 232,844

 Officer compensation

 24,000

 38,000

 Rent and lease

 65,301

 86,730

 Travel

 2,065

 Total operating expenses

 684,281

 689,382

 Operating loss

 ( 421,365
)

 ( 486,140
)

 Other income (Expense)

 Amortization of discount

 ( 44,154
)

 –

 Note discount

 –

 ( 11,000
)

 Forgiveness of debt

 23,638

 –

 Change in fair value of derivative liabilities

 29,323

 –

 Interest

 ( 136,262
)

 ( 154,206
)

 Total other income

 ( 127,455
)

 ( 165,206
)

 $
 ( 548,820
)

 $
 ( 651,345
)

 Average common stock outstanding

 10,716,352,087

 10,317,612,225

 Average earnings (loss) per share

 $
 ( 0.00005
)

 $
 ( 0.00006
)

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

 F- 3

INC.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2025

 2024

 OPERATING ACTIVITIES

 $
 ( 548,820
)

 $
 ( 651,345
)

 Adjustment to reconcile net loss:

 Issuance of common stock for services

 220,000

 112,997

 Amortization of right-of-use asset and liability

 32,875

 ( 11,750
)

 Loss on valuation of convertible notes

 29,322

 –

 Changes in assets and liabilities

 Accounts receivables

 13,759

 ( 10,188
)

 Bank overdraft

 ( 2,408
)

 2,408

 Related party receivables

 ( 9,155
)

 –

 Accounts payable and accrued expenses

 ( 65,515
)

 84,789

 Credit cards

 –

 Accrued interest

 22,095

 –

 Deferred revenue

 –

 ( 28,641
)

 Lease liability

 ( 21,877
)

 22,348

 NET CASH USED IN OPERATIONS

 ( 329,627
)

 ( 479,382
)

 FINANCING ACTIVITIES

 Proceeds from issuance of common stock

 244,250

 70,000

 Proceeds from (repayments of) short-term loans

 ( 24,472
)

 29,860

 Proceeds from shareholders' loans

 7,538

 ( 7,538
)

 Changes in notes payable

 9,182

 –

 Payments to SBA Loan

 ( 139
)

 Repayment of related party loan

 –

 ( 19,000
)

 Proceeds from related party loan

 105,187

 398,041

 NET CASH PROVIDED BY FINANCING ACTIVITIES

 341,824

 471,224

 NET INCREASE (DECREASE) IN CASH

 12,197

 ( 8,158
)

 CASH AT BEGINNING OF PERIOD

 8,913

 CASH AT END OF PERIOD

 $
 12,952

 $

 Supplemental disclosure of cash flow information

 Cash paid for interest

 $
 136,262

 $
 93,472

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

 F- 4

INC.

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
DEFICIENCY

 Series A Convertible Preferred Stock

 Series B Preferred Convertible Stock

 Additional Paid-In

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Shares

 Amount

 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

 –

 70,000

 –

 70,000

 Issuance of common stock for service

 –

 –

 –

 –

 100,000,000

 –

 75,000

 –

 75,000

 Issuance of common stock for employees

 –

 –

 –

 –

 –

 –

 37,997

 –

 37,997

 Shares withdrawal

 –

 –

 –

 –

 –

 –

 ( 19,000
)

 –

 ( 19,000
)

 –

 –

 –

 –

 –

 –

 –

 ( 651,345
)

 ( 651,345
)

 Balance - May 31, 2024

 2,500,000

 $
 –

 1,000

 $
 –

 10,431,749,347

 $
 –

 $
 4,255,068

 $
 ( 5,334,081
)

 $
 ( 1,079,013
)

 Balance - May 31, 2024

 2,500,000

 $
 –

 1,000

 $
 –

 10,431,749,347

 $
 –

 $
 4,255,068

 $
 ( 5,334,081
)

 $
 ( 1,079,013
)

 Issuance of Series B Preferred

 –

 –

 1,000

 –

 –

 –

 –

 –

 –

 Sales of common stock for cash

 –

 –

 –

 –

 575,000,000

 –

 158,000

 –

 158,000

 Issuance of common stock for service

 –

 –

 –

 –

 325,000,000

 –

 250,000

 –

 250,000

 Issuance of common stock for repayment of note
 payable

 –

 –

 –

 –

 345,000,000

 –

 86,250

 –

 86,250

 Return of common stock for service

 –

 –

 –

 –

 ( 50,000,000
)

 –

 ( 30,000
)

 –

 ( 30,000
)

 –

 –

 –

 –

 –

 –

 –

 ( 548,820
)

 ( 548,820
)

 Balance - May 31, 2025

 2,500,000

 $
 –

 2,000

 $
 –

 11,626,749,347

 $
 –

 $
 4,719,318

 $
 ( 5,882,901
)

 $
 ( 1,163,583
)

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

 F- 5

INC.

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 May 31, 2025

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

 Note 2 – Summary of Significant Accounting
Policies

 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 the 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 affect 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 time of acquisition. The Company
had zero investment securities that were deemed cash equivalents at May 31, 2025, and May 31, 2024, respectively.

 Accounts Receivable

 Included in accounts receivable on the balance
sheets are amounts primarily related to customers. The Company estimates losses on receivables based on known troubled accounts and historical
experience of losses incurred. Receivables are considered impaired and written off when it is probable that all contractual payments due
will not be collected in accordance with the terms of the related agreement. Based on experience and the judgment of management, there
was no allowance for doubtful accounts at May 31, 2025, and May 31, 2024.

 F- 6

 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
typically executed over a period of between 1 and 12 months, based on evaluation of when these services are rendered. Contracts will continue
to be recognized over time because of the continuous transfer of control to the customer as services are rendered to customers. Payments
made by customers in advance of services being rendered are recorded as deferred revenue.

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

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

 There is
no significant financing component to any contracts.

 F- 7

 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. As of May 31, 2025, and May 31, 2024, the Company had no remaining performance obligations.

 Share-Based Payments

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

 Leases

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

 Cash Flows

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

 F- 8

 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 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 May 31, 2025, and May
31, 2024, the Company had no dilutive securities.

 F- 9

 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 audited financial statements
have been prepared in conformity with U.S. GAAP, which contemplates the Company's continuation as a going concern in accordance
with ASC 240-40-50. The Company's history of recurring losses, negative working capital and negative cash flows from operating activities
raises substantial doubt about its ability to continue as a going concern. The Company has not generated any profits since its inception,
and its current cash balances will not meet its working capital needs. At May 31, 2025, the Company had an operating loss of $ 421,365,
a net loss of $ 548,820, net cash used in operations of $ 329,627, a working capital deficit of $ 916,878 and an accumulated deficit of $ 5,882,901.

 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

 Long-Term Debt – SBA Loans

 In May 2020, the Company borrowed $ 143,100
from the Small Business Administration (the "SBA") 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
for a 30 -year
period.

 In June 2020, the Company borrowed
$ 106,200 from the SBA 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 for a 30 -year period.

 These loans are recorded as long-term debt in
the consolidated balance sheet as follows:

 Schedule of EIDL loans

 2025

 2024

 SBA (EIDL) current portion

 $
 14,592

 $
 7,054

 SBA (EIDL) noncurrent portion

 249,500

 249,361

 Accrued interest

 22,095

 –

 Total EIDL loans

 $
 286,187

 $
 256,415

 The accrued interest shown in the above table
is presented as accrued interest in the consolidated balance sheets.

 F- 10

 Short-Term Debt

 Non-Convertible Loans and Financing Agreements

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

 In May 2022, the Company entered into a financing agreement with an unrelated party for a loan of
 $ 50,000,
 bearing interest at the rate of 20.9 %
 per annum, to be repaid at the rate of $1,218 per week for one year. At May 31, 2025, the outstanding balance, including
 interest, was $ 55,422. This loan is in default.

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

 In April 2023, the Company
entered into a financing agreement with an unrelated party for a loan of $ 37,475, bearing interest at the rate of 19 % per annum, to be
repaid at the rate of $1,718 per month. The outstanding balance at May 31, 2025, was $ 35,508. Payments under this agreement are in arrears
and the Company is negotiating with the unrelated party to reschedule them.

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

 On October 8, 2019, the Company borrowed $ 12,500 from
 an unrelated party bearing interest at the rate of 14 %
 per annum (the "Headway Loan"). This loan is payable at the weekly rate of $589 for 24 weeks. On
 October 13, 2022, an additional loan of $ 6,304 was
 obtained with a weekly payment of $297 for 24 weeks. The loan was guaranteed by a related party. At May 31, 2025, the
 outstanding balance of this loan, including interest, was $ 16,871. This loan is in default.

 F- 11

 Convertible Notes

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

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

 On November 7, 2024, the Company made a
 promissory note in the principal amount of $ 67,200
 in favor of an unrelated party (the "Diagonal Note"). The note is subject to an original issuance discount of $ 11,200.
 The net proceeds received by the Company after payment of legal and due diligence fees of $ 6,000,
 were $ 56,000.
 The note requires repayment in five installments, as follows: a payment
of $37,968 on May 15, 2025, and payments of $9,492 on June 15, 2025, July 15, 2025, August 15, 2025, and September 15, 2025. Each of these
payments includes accrued interest. The note provides that upon an event of default, the holder may convert the amount then unpaid into
Common Stock at a conversion price of 65% of the lowest trading price therefor during the 10 trading days prior to the date of conversion. At May 31, 2025, the unpaid amount of the
 note was $ 32,228.

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

 Related Party Debt

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

 F- 12

 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 the right-of-use
assets section of the balance sheet, with the corresponding lease liability listed in the liabilities section. 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 sure 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. During the Fiscal Year 2025, the company
reduced its total office area lease and signed a one-year lease from an unrelated party. A lease term of 12 months or less qualifies
as a short-term lease, and an exemption was elected.

 The following
amounts relate to right-of-use assets and lease liabilities presented in the balance sheets:

 Schedule of amount related to leases

 2025

 2024

 Right-of-use asset

 $
 2,795

 $
 43,150

 Less: Accumulated amortization

 –

 ( 7,480
)

 Right-of-use asset, net

 $
 2,795

 $
 35,670

 Lease liabilities – current

 $
 4,906

 $
 21,877

 Lease liabilities – noncurrent

 –

 4,906

 Operating lease liabilities

 $
 4,906

 $
 26,873

 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 $ 65,301 and $ 86,730 during the years ended May 31, 2025, and May 31, 2024, respectively. See Note 10 for additional lease information.

 Note 6 -- Revenue

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

 Year Ended May 31,

 2025

 2024

 Clinical trials

 $
 301,731

 $
 213,865

 Consulting fees

 –

 28,641

 Seminar fees

 –

 1,925

 Merchandise

 1,291

 4,410

 Total revenue

 $
 303,022

 $
 248,841

 Cost of revenue consists of third-party costs
associated with the patient stipend and audio/video fees. At May 31, 2025, and May 31, 2024, cost of revenue totaled $ 40,106 and $ 45,599,
respectively.

 F- 13

 Note 7 – Stockholders' Deficit

 The Company is authorized to issue 20,010,000,000
shares of capital stock, of which 20,000,000,000
shares are common stock, without par value, and 10,000,000
shares 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 May 31, 2025, and May 31,
2024, there were 2,500,000 shares of Series A Stock issued and outstanding.

 On July 20, 2022, the Company designated a
series of preferred stock, named Series B Preferred Convertible Preferred Stock, comprising 1,000 shares
("Series B Preferred"). The shares of this series have no par
value, are not entitled to dividends, have no liquidation rights, are not redeemable, are not convertible, have 60% of the
Company's voting power and rank senior to the common stock and Series A Convertible Preferred Stock. The 1,000 preferred
shares were issued in exchange for common stock to an existing holder of Common Stock, who is a related party. The Company has deemed the
value of the preferred and common shares to be the same, resulting in no change to additional paid-in capital. At May 31, 2025, and
May 31, 2024, there were 2,000 shares
of Series B Preferred issued and outstanding.

 During the year ended May 31, 2025, the Company
sold 575,000,000 shares of Common Stock for $ 158,000 and during the year ended May 31, 2024, the Company sold 272,071,428 shares of Common
Stock for $ 70,000.

 During the year ended May 31, 2025, the
Company issued 325,000,000
shares of Common Stock for services rendered; these shares had a market value of $ 250,000
on the date of their issuance. In that year, the Company retired 50,000,000
shares of Common Stock that had been issued for services that were not unperformed, valued at $ 30,000.
During the year ended May 31, 2024, the Company issued 100,000,000
shares of Common Stock for services rendered; these shares had a market value of $ 75,000
on the date of their issuance.

 During the year ended May 31, 2025, the Company issued 345,000,000
shares of Common Stock to an unrelated party in consideration of a promissory note in the principal amount of $ 86,250.

 On May 31, 2025, and May 31, 2024, there were,
respectively, 11,626,749,347 and 10,431,749,347 shares of Common Stock issued and outstanding.

 Note 8 – Share-Based Compensation

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

 F- 14

 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 have a material impact on the balance sheets and statements of operations, given the Company's historical worldwide
loss position and the full valuation allowance on its net U.S. deferred tax assets. The current tax rate on corporate income is 21%.

 Due to changes in ownership provisions of the
United States income tax laws, net operating loss carryforwards of approximately $ 5,882,901 and $ 5,334,081 at May 31, 2025, and
May 31, 2024, respectively, for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs,
the use of net operating loss carryforwards may be limited in future years. They generally expire 20 years from the date of incurrance.

 The Company's income tax benefits are calculated
by applying the U.S. Federal statutory rate of 21% to net income (loss). The tax effects of the benefits that gave rise to the Company's
net deferred tax assets at May 31, 2025, and May 31, 2024, were as follows:

 Year Ended May 31,

 2025

 2024

 Net operating loss carryforward

 $
 1,235,409

 $
 1,120,157

 Less: valuation allowance

 (1,235,409
)

 (1,120,157
)

 Deferred tax assets -net

 $
 –

 $
 –

 Income taxes for 2017 to 2025 remain subject to
examination by the Internal Revenue Service.

 Note 10 – Commitments and Contingencies

 The Company leases premises of approximately
4,500 square feet located at 6201 Bonhomme Road, Suites 460S and 466S, Houston, Texas. The lease provided for a base rent of
$3,382 per month, increasing to (i) $3,529 per month on July 1, 2020, (ii) $3,676.04 per month on July 1, 2021,
and (iii) $3,823 per month on July 1, 2022, subject to CPI increase. On
March 23, 2023, the Company amended the lease to extend its term to June 30, 2024, at a base rent of $4,779 per month. On September
5, 2023, the lease was amended to extend its term to June 30, 2025, at rentals of $0 per month for the two months ended February 29,
2024, $$4,779 per month for the 10 months ending June 30, 2024, and $4,926 per month for the 12 months ending June 30, 2025.
This lease was amended on June 18, 2025, to add a one-year term that commenced on June 1, 2025, at a base rent of $1,730 per month.
For information regarding the recording of the right-of-use asset and the lease liability in the consolidated balance sheets in
respect of this lease, see Note 5.

 Two of the Company's officers leased 1,400
square feet at 1625 Main St., Houston, Texas, under a lease the term of which commenced on March 15, 2023, and expired
on September 14, 2023, at a rent of $3,168 per month. These officers made a portion of these premises available to the Company for office space, for which the Company paid them $2,817 per month. These officers entered into a new lease for these premises, which commenced
on September 15, 2023, and expired on September 14, 2024, at a rent of $3,164 per month and they made a portion of these premises available
to the Company for use as office space, for which the Company paid them $2,817 per month. On September 3, 2024, one of the Company's
officers entered into a new lease for these premises. The term of the lease began on September 15, 2024, and expired on August 14, 2025.
The lease has not been renewed and under its terms, it has been renewed on a month-to-month basis. The officer has made a portion of these
premises available to the Company for use as office space, for which the Company has paid him $2,817 per month.

 F- 15

 Note 11 – Related Party Transactions

 See Note 8 – Stockholders' Deficiency
– Common Stock for information about the issuance of shares of common stock to a related party.

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

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

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

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

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

 During the year ended May 31, 2025, and the year
ended May 31, 2024, the Company received cash advances from related parties of $ 61,861 and $ 81,552, respectively, for use as working capital.

 The balance of related party liabilities
owed to certain shareholders totaled $ 623,474
and $ 518,287 at May 31, 2025, and May 31,
2024, respectively. The balance of related party receivables owed by certain shareholders totaled
$ 9,155 and $ 0 at May 31, 2025, and May 31, 2024, respectively.

 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, of $ 303,022
and $ 248,841 for the years ending May 31, 2025, and May 31, 2024, respectively.

 The Company had two
customers that provided 91 % of gross revenue for the year ended May 31, 2025, and two customers that provided 82 % of gross revenue
for the year ended May 31, 2024.

 Note 14 – Subsequent Events

 On September 10, 2025, the Company issued 100,000,000
shares of Common Stock to John Jones in consideration of his services as a director.

 On September 5, 2025, the Company made the last
payment of $9,492 under the Diagonal Note.

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

 F- 16

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

 None.

 Item 9A.

 Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Management, with the participation of the principal
executive officer and principal accounting officer, has evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures, as this term is defined in Rule 13a-15(e) promulgated under the Exchange Act, as of May 31, 2025.
Based on this evaluation, the principal executive officer and principal accounting officer concluded that these disclosure controls and
procedures were not effective as of that 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 (a) accumulated and communicated to the Company's
management, including its the principal executive officer and principal accounting officer, in a timely manner to allow timely decisions
regarding required disclosure, and (b) recorded, processed, summarized and reported within the periods specified in the SEC's rules
and forms.

 Internal Control over Financial Reporting

 Management is responsible for establishing and
maintaining adequate internal control over financial reporting, as this term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under
the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies
and procedures that (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on its
financial statements.

 Under the supervision and with the participation
of management, including the principal executive officer and principal accounting officer, the Company conducted an evaluation of the
effectiveness of its internal control over financial reporting based on the criteria in Internal Control – Integrated Framework
 issued by the Committee of Sponsoring Organizations of the Treadway Commission (2017 framework) ("COSO"). Based on this
evaluation, management concluded that internal control over financial reporting was not effective as of May 31, 2025. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may deteriorate. As defined in Rule 12b-2 promulgated under the Exchange Act, a material
weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement in the Company's annual or interim financial statements will not be prevented or detected
on a timely basis. The Company's evaluation of its internal control over financial reporting identified the following material weaknesses
in internal control over financial reporting as of May 31, 2025:

 The Company has difficulty in accounting for complex transactions.

 Documented processes do not exist for several key processes.

 The Company lacks oversight by the Board because it has no directors who are independent of management and no audit committee.

 Because of the material weaknesses noted above,
the Company has concluded, based on COSO, that it did not maintain effective internal control over financial reporting as of May 31, 2025.

 Chan g es in Internal Control Over Financial Reporting

 There were no changes in the Company's internal
control over financial reporting during the quarter ended May 31, 2024, that have materially affected, or are reasonably likely materially
to affect, its internal control over financial reporting.

 Attestation Report of the Independent Registered Public Accounting
Firm

 This report does not include an attestation report
of the Company's registered public accounting firm regarding internal control over financial reporting because it is not required
for the Company pursuant to the rules of the SEC.

 Item 9B.

 Other Information.

 Clawback Policy

 On August 11, 2024, the Company adopted its clawback
policy.

 Insider Trading Policy

 On August 11, 2024, the Company adopted its insider
trading policy.

 Insider Trading Arrangements and Related Disclosure

 During the
three months ended May 31, 2025, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 The following table presents information with
respect to our officers and directors:

 Name

 Age

 Position

 Chief Executive Officer and Director

 Treasurer and Director

 Jose Torres Torres

 Secretary and Director

 Each of our directors serves until his death,
resignation or removal or until his successor is elected and qualified. Each of our officers is elected by the Board for a term of one
year and serves until his successor is duly elected and qualified or until he dies, resigns or is removed. Our directors receive no compensation
for their services as such. Mr. Picazo receives no compensation for his services as an officer. Mr. Jones receives compensation for his
services as treasurer pursuant to the Jones Agreement. See "Certain Relationships and Related Transactions, and Director Independence
– Certain Relationships and Related Transactions – Jones Agreement." Mr. Torres Torres will receive compensation for
his services as treasurer. See "Certain Relationships and Related Transactions, and Director Independence – Certain Relationships
and Related Transactions – Issuance of Shares to Officer."

 Biographical Information Regarding Officers and Directors

 Mr. Picazo has been the chief executive officer
and a director of the Company since the merger of PUI into the company on December 19, 2019, and was the co-founder of PUI, serving as
one of its directors and as its chief executive officer and president from its incorporation in 2009 to that merger.

 He has 45 years of experience in operating and
growing from concept to profitability, originating marketing and branding efforts, leading to initial public offerings for three companies.

 He graduated from Cornell University School of
Hotel Administration, AMP in Ithaca, N.Y., and is fluent in three languages.

 Mr. Picazo's control of the Company through
his ownership of its capital stock, together with his knowledge of the Pharmacology University Business and his extensive experience in
international business and finance, led to the conclusion that he should serve as a member of the Board.

 On August 11, 2024, Mr. Jones was appointed by
the Board to fill the vacancy in the Board created by the death of Henry Levinski on December 29, 2023, and as the Company's treasurer.

 He has 35 years of experience as a senior executive
in the food services industry.

 Mr. Jones' ownership of a significant portion
of the Company's capital stock, together with his extensive experience in business, and his willingness to assist the Company in
raising equity capital, led to the conclusion that he should serve as a member of the Board.

 Jose Torres

 Dr. Torres has served as a director and national
medical director of the Company since the merger of PUI into the Company on December 19, 2019. He served in like positions with PUI until
the merger. He is board-certified in General and internal medicine and is an Anti-aging medicine Specialist with 35 years of medical practice
experience.

 He received his medical degree from the Autonomous
University of Guerrero in Chilpancingo, Guerrero, Mexico, and completed a residency in internal medicine residency at Caguas Regional
Hospital in Puerto Rico. He is certified in urgent care and by World Link Medical. He is a Member of the American College of Physicians,
the Puerto Rico College of Physicians and the American Academy of Cannabinoid Medicine. He is an expert in the medical uses of cannabis
and is involved in research respecting its use in treating several medical conditions, including sleep disorders, pain management, treatment
of nausea and vomiting associated with cancer and chemotherapy, asthma and other bronchial ailments, and decreased libido.

 Mr. Torres' experience with the medicinal
use of cannabis and with sleep disorders led to the conclusion that he should serve as a member of the board.

 Code of Conduct

 The Board has adopted a Code of Conduct, which
is applicable to all of the Company's employees, officers (including its principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions), directors, agents and other parties acting on its
behalf. A copy of this Code has been filed as an exhibit to this Report and is posted on the Company's website at www.cbih.net.
The Code may also be viewed by accessing the Company's public filings at the SEC's website at www.sec.gov. A copy of the Code
will be provided without charge upon request by mail at the Company's address shown on the cover page of this Report, to the attention
of the chief executive officer.

 The Company intends to satisfy the disclosure
requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to
the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing
similar functions by posting such information on its website at www.cbih.net or by filing a Current Report on Form 8-K in relation to
such amendment or waiver.

 Clawback Policy

 The Board has adopted a Clawback Policy that requires
that, in the event of an Accounting Restatement, the Company will reasonably promptly recover Erroneously Awarded Compensation after an
Accounting Restatement from executive officers. An "Accounting Restatement" is an accounting restatement due to the material
noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement
to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would
result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. "Erroneously
Awarded Compensation" means the amount of incentive-based compensation received by him as an executive officer that exceeds the
amount of incentive-based compensation that he otherwise would have received had it been determined based on the restated amounts, computed
without regard to any taxes paid. The Company has delivered no compensation that is subject to recovery under this policy.

 Insider Trading Policy

 The Board has adopted an Insider Trading Policy
to promote compliance by officers, directors, employees and certain other persons who are aware of material nonpublic information about
the Company with laws that prohibit them from trading in its securities or providing material nonpublic information to persons who may
trade on the basis of that information. A copy of the Insider Trading Policy has been filed as an exhibit to this Report.

 Item 11.

 Executive Compensation.

 Compensation of Officers

 The following table sets forth information concerning
all compensation awarded to, earned by, or paid to our executive officers for the fiscal years ended May 31, 2025, and May 31, 2024.

 SUMMARY COMPENSATION TABLE

 Name and principal position

 Year

 Salary

($)

 Bonus

($)

 Stock

Awards

($)

 Option

Awards

($)

 Non-equity

incentive plan compensation

($)

 Change in pension value and nonqualified deferred compensation earnings

($)

 All Other

Compensation

($)

 Total

($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 2025

 24,000

 –

 –

 –

 –

 –

 –

 24,000

 PEO and PFO

 2024

 24,500

 –

 –

 –

 –

 –

 –

 24,500

 2025

 75,000

 –

 –

 –

 –

 –

 –

 75,000

 Treasurer

 2024

 –

 –

 –

 –

 –

 –

 –

 –

 1 Market value of 125,000,000 shares
of Common Stock issued to Mr. Jones as compensation for his services.

 Compensation Discussion and Analysis

 The Company has determined the amount paid
as salary to Mr. Picazo based solely on the Company's ability to pay. The Company believes that his salary is substantially
lower than he could earn in an equivalent position at another company and that he has elected to receive his salary and remain with
the Company because of his equity position in the Company, his belief in the prospects of the Company and intangible reasons of
which the Company may not be aware. The Company believes that it needs to be able to provide competitive compensation to Mr. Picazo,
as well as to persons that it hires in the future, but will not be able to do so until it can generate materially increased revenue.
Until then, the Company is subject to the risk that Mr. Picazo or persons that it may hire in the future will seek employment
elsewhere. The Company has adopted its 2022 Equity Incentive Plan (see "Incentive Plan") and may explore the adoption of
plans that will enable it to reward and retain the loyalty of Mr. Picazo and other employees through awards of share-based
compensation, such as stock options, restricted stock and restricted stock units.

 Incentive Plan

 General Information

 On July 20, 2022, the Board adopted, and the shareholders
approved, the 2022 Equity Incentive Plan (the "Incentive Plan"), which provides for the grant of stock options, stock appreciation
rights, restricted stock, unrestricted stock, restricted stock units, and performance awards to directors, officers, employees and consultants
("Grantees"). The Incentive Plan is administered by the Board, which has the authority, among other things, to select eligible
persons to receive awards and determine the terms of awards.

 The Company will recognize as share-based compensation
expense all share-based payments to Grantees 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 ultimately expected to vest. As a result, for most awards, recognized share-based
compensation expense will be reduced for estimated forfeitures prior to vesting, primarily based initially on the judgment of management
and thereafter, estimated forfeitures will be reassessed in subsequent periods based on facts and circumstances. As no awards were made
under the Incentive Plan during the periods covered by the consolidated financial statements included in this Report, no expense for share-based
compensation was recorded therein.

 The Company adopted the Incentive Plan because
it believes that long-term incentives for Grantees will be a significant factor in generating returns for its shareholders based upon
the Incentive Plan's ability to focus on long-term performance. By providing grantees with opportunities to acquire a meaningful
equity stake in the Company, it can better align their interests with those of its shareholders and create value for them.

 The Company expects to make periodic awards to
its executive officers, employees and consultants, as well as awards in connection with promotions or new hires, the occurrence of significant
events or to promote retention of employees.

 Awards will generally be subject to time- or performance-based
vesting over periods determined by the Board. Performance-based goals will be determined by the Board. We believe that performance-based
awards will encourage Grantees to achieve key strategic objectives and maximize value creation for our shareholders.

 No awards have been made as of the date of this
Report.

 Provisions of the Incentive
Plan

 The following is a description of the material
terms of the Incentive Plan, which is not a complete description and is qualified in its entirety by reference to the Incentive Plan,
which is filed as an exhibit to this Report.

 Authorized shares. Subject to adjustment
in certain events, the maximum number of shares of Common Stock that may be issued in satisfaction of awards is 600,000,000. As of the
date of this Report, no awards had been granted.

 Eligibility. The Board may select
participants from among employees and directors of and consultants to the Company.

 Types of awards; vesting. The Incentive
Plan provides for various awards, including incentive stock options ("ISOs"), nonstatutory stock options, stock appreciation
rights, restricted and unrestricted stock and stock units, performance awards and cash. The Board has the authority to determine the vesting
schedule applicable to each award and to accelerate the vesting or exercisability of any award.

 Termination of awards.

 Unless otherwise provided in an award agreement,
upon termination of employment or service, a participant's options and SARS will terminate and the participant will have no further
right, title or interest therein, the shares of Common Stock subject thereto or any consideration in respect thereof. If employment or
service terminates otherwise than for cause, the Participant may exercise his Option or SAR to the extent vested, but only within the
following period or, if applicable, such other period provided in the Award Agreement.

 Except as otherwise provided in the Award Agreement
or other written agreement, if a Participant's continuous service terminates for any reason, (i) the Company may receive through
a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the participant under his restricted stock
award that have not vested as of the date of such termination as set forth in such agreement and (ii) any portion of his RSU award that
has not vested shall terminate upon such termination and he shall have no further right, title or interest in the RSU award, the shares
of Common Stock issuable pursuant thereto the RSU Award or any consideration in respect thereof the RSU.

 Except as provided in an award agreement, in the
event of a dissolution or liquidation of the Company, outstanding awards (other than those consisting of vested and outstanding shares
of Common Stock not subject to a forfeiture condition or the Company's right of repurchase) shall terminate prior to the completion
of such dissolution or liquidation, and the shares of Common Stock subject to the Company's repurchase rights or subject to a forfeiture
condition may be repurchased or reacquired by the Company, provided that the Board may cause some or all expired or terminated Awards
to become fully vested, exercisable or no longer subject to repurchase or forfeiture before the dissolution or liquidation is completed
but contingent on its completion.

 Transferability.

 Options and SARs may not be transferred to financial
institutions for value and the Board may impose such additional limitations on the transferability of an option or SAR as it determines.
In the absence of any such determination, the following restrictions shall apply (provided that, except as explicitly provided in the
Incentive Plan, an option or a SAR may not be transferred for consideration and, if an option is an ISO, it may be deemed to be a nonstatutory
stock option as a result of such transfer):

 An option or SAR shall not be transferable, except
by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of a participant only by him (provided
that, in certain cases, the Board may permit the transfer of an Option or SAR in a manner that is not prohibited by applicable tax and
securities laws upon the Participant's request, including to a trust if the Participant is considered to be the sole beneficial
owner of such trust (as determined under Section 671 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and
applicable state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a transfer
and other agreements required by the Company.

 Subject to the execution of transfer documentation
in a format acceptable to the Company and subject to the approval of the Board or a duly authorized officer, an Option or SAR may be transferred
pursuant to a domestic relations order.

 Corporate transactions. In the event
of certain corporate transactions (including merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend,
dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination
of shares, exchange of shares, change in corporate structure), the Board shall appropriately and proportionately adjust (a) the class
or classes and the maximum number of shares of Common Stock subject to the Plan, (b) the class or classes and the maximum number of shares
that may be issued pursuant to the exercise of ISOs and (c) the class or classes and the number of securities and exercise price, strike
price or purchase price of Common Stock subject to outstanding Awards.

 Acceleration. The Board may accelerate
the time at which an award may first be exercised or the time during which an award or any part thereof will vest.

 Change in control. In the event
of a change in control of the Company (as defined in the Incentive Plan), the Board shall have discretion (i) settle awards for an amount
of cash or securities equal to their value, where in the case of options and SARs, the value of such Awards, if any, shall be equal to
their in-the-money spread value (if any), as determined in the sole discretion of the Board, (ii) arrange for the surviving corporation
or acquiring corporation (or its parent company) to assume or continue the award or to substitute a substantially similar award, (iii)
arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to
the award to the surviving corporation or acquiring corporation (or its parent company), (iv) modify the terms of awards to add events,
conditions or circumstances (including termination of employment within any specified period after a change in control) upon which the
vesting of such awards or lapse of restrictions thereon shall accelerate or deem any performance conditions satisfied at target, maximum
or actual performance through closing or provide for the performance conditions to continue after closing, (v) arrange for the lapse,
in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to awards, (vi) cancel or arrange for
the cancellation of awards, to the extent not vested or not exercised prior to the effective time of the change in control, in exchange
for such cash consideration, if any, as the Board may consider appropriate, or(vii) provide that, for at least 20 days prior to the
change in control, any Options or SARs that would not otherwise become exercisable prior thereto shall be exercisable as to all shares
of Common Stock subject thereto, contingent upon and subject to the occurrence of the change in control, and that any options or SARs
not exercised prior to the consummation of the change in control shall terminate and be of no further force and effect as of the consummation
thereof.

 Amendment and termination. The Board
may amend the Incentive Plan or outstanding awards, except that it may not materially impair the rights and obligations under any award
except with the written consent of the affected participant.

 Retirement, Resignation or Termination Plans

 We have or sponsor no plan, whether written or
verbal, that would provide compensation or benefits of any type to an executive upon retirement or any plan that would provide payment
for retirement, resignation, or termination as a result of a change in control of our company or as a result of a change in the responsibilities
of an executive following a change in control of our company.

 Pension Benefits

 The Company has no plan under which retirement
payments and benefits, or payments and benefits that will be provided primarily following retirement may be or have been or may be paid.

 Nonqualified Defined Contribution and Other
Nonqualified Deferred Compensation Plans

 The Company has no defined contribution or other
plan that provides for the deferral of compensation.

 Potential Payments upon Termination or Change-in-Control

 The Company is not a party to any contract, agreement,
plan or arrangement, whether written or unwritten, that provides for payment to any of its executive officers at, following or in connection
with any termination, including without limitation resignation, severance, retirement or constructive termination, or a change in control
of the Company or a change in any of their responsibilities.

 Compensation of Directors

 Pursuant to the provisions of the Jones Agreement (see Item 13 –
Certain Relationships and Related Transactions, and Director Independence – The Jones Agreement), John Jones was issued 100,000,000
shares of Common Stock in consideration of his services as a director during the year ended May 31, 2025, and is entitled to receive like
numbers of shares on May 31, 2026, May 31, 2027, and May 31, 2028, provided that he is serving as a director on those dates,

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The following table provides information with
respect to the beneficial ownership of Common Stock by the following (i) each of our named executive officers, (ii) each of our directors,
(ii) all directors and executive officers as a group, (iii) each person known to the Company to beneficially own more than 5% of Common
Stock (excluding the Selling Stockholders) and (iv) the Selling Stockholders. The amounts and percentages of shares of Common Stock beneficially
owned are reported as required by the SEC's rules respecting the determination of beneficial ownership of securities. Under these
rules, a person is deemed to be a "beneficial owner" of a security if he has or shares voting power or investment power, which
includes the power to dispose of or to direct the disposition of such security and is also deemed to be a beneficial owner of any securities
of which he has a right to acquire beneficial ownership within 60 days after the determination date. Securities that can be so acquired
are deemed to be outstanding for purposes of determining such person's ownership percentage, but not for purposes of determining
any other person's ownership percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same
securities and a person may be deemed to be a beneficial owner of securities in which he has no economic interest.

 Name and Address of Beneficial Owner 1

 Title of Class

or Series

 Number of Shares Beneficially Owned

 Percent of

Outstanding Shares 2

 4,002,611,700

 34.1

 Series A Preferred

 2,000,000

 80.0

 Series B Preferred

 1,000

 50.0

 2,123,888,888

 18.1

 Series B Preferred

 1,000

 50.0

 Jose A. Torres Torres

 40,000,000

 –

 All directors and executive officers as a group (3 persons):

 5,146,500,888

 49.3

 Series A Preferred

 2,000,000

 80.0

 Series B Preferred

 2,000

 100.0

 Ibeth Coralles

 625,000,000

 5.3

 1 The address for each person is c/o
Cannabis Bioscience International Holdings, Inc., 6201 Bonhomme Road, Suite 435N, Houston, TX 91789.

 2 Based on 11,476,749,347 shares of
Common Stock outstanding on the date of this Report, plus the 2,500,000 shares of Common Stock into which the outstanding shares of Series
A Preferred Stock are convertible, totaling 11,749,249,347 shares of Stock. Mr. Picazo has the right to acquire 2,000,000 shares
of the Common Stock into which the outstanding shares of Series A Preferred Stock are convertible.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Affiliate Loan.

 On May 1, 2025, the Company made a promissory
note in the principal amount of $340,855 in favor of John Jones and Barbara Kamienski (the "Jones Note"). The Jones Note bears
interest at the rate of 2.5% per annum and is repayable in monthly installments of $8,521, beginning on May 31, 2025, until paid in full.
Events of default include failure to pay principal or interest when due, breach of covenant, breach of representation and warranty, assignment
for the benefit of creditors or appointment of a receiver, bankruptcy and cessation of operations. The Jones Note replaces several promissory
notes previously made by the Company in favor of Mr. Jones and Ms. Kamienski. A copy of the Jones Note is annexed to this Report as Exhibit
10.17 and the description of its provisions is qualified in its entirety by reference thereto.

 The Jones Agreement.

 Pursuant to the Jones Agreement, (i) Mr. Jones
made a payment of $37,500, due on September 15, 2024, under a Securities Purchase Agreement, dated as of March 14, 2024, by and between
the Company and 1800 Diagonal Lending LLC, a Virginia limited liability company (the "Diagonal SPA"), (ii) Jones and Kamienski
agreed to reduce (A) the rate of interest on the Jones Note to 2.5% monthly, effective as of the date of its making, and (B) establish
a monthly payment of $5,000 until the Jones Note is paid in full, (iii) the Company, agreed to appoint Jones as a and treasurer of the
Company, (iv) in consideration of Jones' services as treasurer, the Company agreed to issue to Jones 125,000,000 shares of its Common
Stock on each of May 31, 2025, May 31, 2026, May 31, 2027, and May 31, 2028, provided that he is serving as treasurer on those dates,
(v) in consideration of Jones' services as a director, the Company agreed to issue to Jones 100,000,000 shares of its Common Stock
on each of May 31, 2025, May 31, 2026, May 31, 2027, and May 31, 2028, provided that he is serving as a director on those dates, and (v)
Jones agreed that, in consideration of 1,000 shares of Series B Preferred Stock, during a period ending on the first anniversary of the
Jones Agreement, he will make efforts to raise $250,000 in equity for the Company on terms satisfactory to it.

 A copy of the Jones Agreement is annexed to this
Report as Exhibit 10.13 and the description of its provisions is qualified in its entirety by reference thereto.

 Issuance of Shares to Officer.

 On August 11, 2024, the Board adopted resolutions
authorizing the issuance of 125,000,000 shares of Common Stock to Jose Torres Torres in compensation for his services as secretary of
the Company for the year ended May 31, 2024, and like amounts on May 31, 2025, May 31, 2026, and May 31, 2027, in compensation for such
services during the years then ended, if he is serving as secretary on those dates.

 Advances

 The Company has, from time to time, received advances
from Dante Picazo, its chief executive officer, and Henry Levinski, its former vice president. All of these advances are non-interest-bearing
and have no set maturity date. The Company expects to repay these advances when funds become available. During the years ended May 31,
2025, and May 31, 2024, the Company received and repaid advances as follows:

 Dante

 Picazo

 Henry

 Levinski

 Balance at May 31, 2023

 $

 12,485

 92,643

 Year ended May 31, 2024:

 Amounts advanced

 1,184

 4,420

 Amounts repaid

 –

 –

 Balance at May 31, 2024

 $

 13,559

 $

 92,643

 Year ended May 31, 2025

 Amounts advanced

 33,518

 4,420

 Amounts repaid

 –

 –

 Balance at May 31, 2025

 $

 47,188

 $

 101,483

 In the years ended May 31, 2025, and May 31, 2024,
Mr. Picazo advanced $33,518 and $1,184 to the Company and has been repaid $0. Mr. Levinski's estate has been repaid $0. At September
10, 2025, the balances that the Company owed to Mr. Picazo and Mr. Levinski's estate were $43,114 and $101,483, respectively.

 Apartment Lease

 On September 3, 2023, Messrs. Picazo Levinski
entered into a lease for 1,400 square feet in Houston, Texas, at 1625 Main St, Houston, Texas, the term of which commenced on September
15, 2023, and expired on September 14, 2024, at a rent of $3,164 per month and made a portion of these premises available to the Company
for use as office space, for which the Company paid them $2,817 per month. These officers entered into a new lease for these premises,
which commenced on September 15, 2023, and expired on September 14, 2024, at a rent of $3,164 per month and they made a portion of these
premises available to the Company for use as office space, for which the Company paid them $2,817 per month. On September 3, 2024, Mr.
Picazo entered into a new lease for these premises. The term of the lease began on September 15, 2024, and expired on August 14, 2025.
The lease has not been renewed and under its terms, it has been renewed on a month-to-month basis. Messrs. Picazo and Levinski made a
portion of these premises available to the Company for use as office space under the earlier lease, and Mr. Picazo has continued to do
so under the later lease, for which the Company has paid them and him $2,817 per month. The Company believes that these rentals represent
the fair market value of the space rented and that the amount that Messrs. Picazo and Levinski have charged the Company for its use of
a portion of the area occupied by them is proportional to the total area rented by them.

 Director Independence

 OTC Markets Group Inc. defines "independent
director" as a person other than an executive officer or employee of a company or any other person having a relationship which,
in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out their responsibilities as a director.
The persons who are not considered independent for purposes of this definition are (i) a director who is, or at any time during the
past three years was, employed by the company; (ii) a director who accepted or has a family member who accepted any compensation from
the company in excess of $120,000 during any fiscal year within the three years preceding the determination of independence, other than
compensation for board or board committee service; compensation paid to a family member who is an employee (other than an executive officer)
of the company or benefits under a tax-qualified retirement plan, or non-discretionary compensation or (iii) a director who is the family
member of a person who is, or at any time during the past three years was, employed by the Company as an executive officer.

 Inasmuch as all of the directors of the Company
are employed by the Company as its officers, none of them is an independent director.

 A director is not considered independent if he
is also an executive officer or employee of the corporation.

 Compensation Committee

 The Company does not have a standing compensation
committee or a committee performing similar functions because the Board believes that, in light of the Company's early stage of
development and the fact that its compensation structure is not complex, such a committee is not presently warranted. Accordingly, the
whole Board participates in considering executive compensation and will do so if, in the future, directors are compensated for their services
as such.

 Item 14.

 Principal Accountant Fees and Services.

 Audit Fees

 The Company was billed $25,000 and $17,500 by
Victor Mokuolu, CPA PLLC ("VMCPA"), the Company's independent registered public accounting firm and its principal accountant,
for the years ended May 31, 2025, and May 31, 2024, respectively, for its professional services rendered for the audit of the Company's
annual financial statements, the review of the financial statements included in its quarterly reports on Form 10-Q or and other services
normally provided in connection with its statutory and regulatory filings or engagements for those years.

 Audit-Related Fees

 The Company was billed $12,000 and $15,000 by
VMCPA for audit-related fees for the years ended May 31, 2025, and May 31, 2024, respectively. Audit-related fees include fees for assurance
and related services rendered by the principal accountant and which were reasonably related to the performance of the audit or review
of the Company's financial statements.

 Tax Fees

 The Company was billed $0 for fees by VMCPA for
professional services for tax compliance, tax advice and tax planning for the years ended May 31, 2025, and May 31, 2024.

 Other Fees

 There were no fees for professional services rendered
by VMCPA during the last two fiscal years that were not included in the above paragraphs.

 Preapproval Policy

 None of the above services was approved by an
audit committee because the Board has no such committee. The Board has pre-approved all audit and permissible non-audit services provided
by its principal accountant.

 Item 15.

 Exhibits, Financial Statement Schedules.

 Financial Statements and Schedules.
 The following financial statements and schedules for the Company as of May 31, 2024, are filed as part of this report.

 (a)

 Consolidated Financial Statements of the Company.

 See Item 8, Financial Statements and
Supplementary Data – Index to Consolidated Financial Statements.

 Financial statement schedules have been
omitted because they are not applicable or because the required information is shown in the financial statements or the notes thereto.

 (b)

 Exhibits.

 Exhibit

 Number

 Description

 3.1

 Amended and Restated Articles of Organization, filed with the Secretary of State of the State of Colorado on July 20, 2022. **

 3.2

 Amendment to the Articles of Incorporation, filed with the Secretary of State of the State of Colorado on December 6, 2022. **

 3.3

 Amendment to the Articles of Incorporation, filed with the Secretary of State of the State of Colorado on August 12, 2024. **

 3.4

 By-Laws. **

 10.1

 2022 Incentive Award Plan.+ **

 10.2

 Lease, dated April 16, 2024, by and between 6201 Bonhomme, L.P. as landlord and the Registrant, as tenant (the Bonhomme Lease"). **

 10.3

 Apartment Lease, dated September 6, 2023, by and between SPUSG HSTN North Tower, as Lessor, and Dante Picazo and Henry Levinski, as tenants.**

 10.4

 U.S. Small Business Note, dated April 16, 2021, made by Elizabeth Hernandez and assumed by the Registrant. **

 10.5

 Forward Purchase Agreement (Fixed ACH Delivery), dated May 13, 2022, by and between Kapitos LLC and the Registrant. **

 10.6

 First Electronic Bank Revolving Credit Agreement, dated December 10, 2020, by and between Registrant and First Electronic Bank. **

 10.7

 Business Line of Credit Agreement, dated October 8, 2019, by and between Headway Capital, LLC and Pharmacology University, Inc. **

 10.8

 Future Receivables Sale and Purchase Agreement, dated as of August 8, 2022, by and between Park Avenue Funding and the Registrant. **

 10.9

 Clinical Trial Agreement, dated as of August 19, 2022, by and between Alpha Research Institute, LLC and Pharmaceutical Research Associates, Inc. **

 10.10

 Master Research Services Agreement, dated as of June 9, 2021, by and between the Registrant and SeraTrials, LLC and amendments thereto. **

 10.11

 Future Receipts Sale and Purchase Agreement, dated April 20, 2023, by and between Cloudfund LLC and the Registrant. **

 10.12

 Future Receivables Sale and Purchase Agreement, dated March 30, 2023, by and between Amerifund Group LLC and the Registrant. **

 10.13

 Agreement, dated July 26, 2024, by and among the Registrant, John Jones, Barbara Kamienski and Dante Picazo. +

 10.14

 Master Research Agreement, dated May 1, 2024, by and between Vita Biotech Research LLC and Alpha Research Institute LLC. **

 10.15

 Securities Purchase Agreement, dated March 14, 2024, by and between the Registrant and 1800 Diagonal Lending LLC. **

 10.16

 Promissory Note, dated March 14, 2024, made by the Registrant in favor of 1800 Diagonal Lending LLC. **

 10.17

 Promissory Note, dated May 1, 2025, made by the Registrant in favor of John Jones and Barbara Kamienski. *

 10.18

 Apartment Lease, dated September 3, 2024, by and between SPUSG HSTN North Tower, as Lessor, and Dante Picazo as tenant.**

 10.19

 Amendment of Bonhomme Lease (Exhibit 10.2)*

 Code of Conduct. **

 Insider Trading Policy. **

 Subsidiaries of the Registrant. **

 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer. *

 Section 1350 Certification of Principal Executive Officer and Principal Financial Officer. *

 Clawback Policy. * *

 101.INS

 101.SC H

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 ________________

 *

 Filed herewith

 **

 Filed previously

 +

 Management contract or compensatory plan.

 (b)

 Financial Statement Schedules.

 All schedules are omitted because the required
information is either not present, not present in material amounts or is presented within the consolidated financial statements included
in this Report.

 Item 16.

 Form 10-K Summary.

 None

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.

 CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

 /s/ Dante Picazo

Chief Executive Officer

 Signature

 Title

 Date

 /s/ Dante Picazo

 Director, Chief Executive Officer,

 Principal Executive Officer and

 Principal Financial Officer

 /s/ John Jones

 Director

 /s/ Jose A. Torres Torres

 Director

 Jose A. Torres Torres