NOTE 4 – STOCKHOLDERS’ EQUITY

Series A Preferred Stock

Based upon Board resolutions at the time the Company was re-domiciled in Nevada, the Company is authorized to issue 1,000,000 shares of Preferred Stock, at a par value of $.0001 of which 999,999 shares of common stock were issued to our founders. Our Board has the authority, without further action by the stockholders, to issue up to 9,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our Board. As of May 31, 2026, there are 1,000,000 shares of Series A Preferred Stock authorized, of which 999,999 shares are outstanding.

The holders of the Series A Preferred Stock shall have full voting rights and powers on all matters subject to a vote by the holders of the Corporation’s common stock and Series A Preferred Stock shall vote together as a single class with the holders of the Corporation’s common stock and the holders of any other class or series of shares entitled to vote with the common stock (collectively, the “Voting Capital Stock”), with the holders of Series A Preferred Stock being entitled to sixty eight percent (68%) of the total votes on all such matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of Voting Capital Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 32% of the total votes based on their respective voting power.

The Company applies the guidance in ASC 480 – Distinguishing Liabilities from Equity, ASC 470 – Debt, and ASC 815 – Derivatives and Hedging to determine whether financial instruments should be classified as liabilities, equity, or temporary equity. preferred stock without redemption features, that meet the criteria for equity classification under ASC 815-40 are classified as equity. The Company determined the criteria for equity classification for the Series A preferred stock was met.

Unless otherwise declared from time to time by the Board of Directors, out of funds legally available thereof, the holders of shares of the outstanding shares of Series A Preferred Stock shall not be entitled to receive dividends. Holders of Series A Preferred Stock shall not be entitled, as a matter of right, to subscribe for, purchase or receive any part of any stock of the Corporation of any class whatsoever, or of securities convertible into or exchangeable for any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend by virtue of the Series A Preferred Stock nor shall the shares of Series A Preferred Stock be convertible into shares of the Corporation’s common stock. The shares of Series A Voting Preferred Stock being issued to the Holders are not transferable.

Common Stock

There are 400,000,000 shares of Common Stock authorized and at May 31, 2026, there are 104,726,900 shares of common stock outstanding. The holders of our Common Stock are: (i) are entitled to receive dividends out of funds legally available if our Board, in its discretion, determines to declare and pay dividends; (ii) are entitled to one vote for each share held, without any cumulative voting for the election of directors; (iii) not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions; and (iv) if we become subject to a liquidation, dissolution or winding-up, are entitled to the assets legally available for distribution to the holders of our Common Stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

On July 9, 2025, the Company issued a convertible note in the principal amount of $200,000 together with 1,400,000 restricted shares of common stock and 1,200,000 common stock purchase warrants. On 7/21/25, the Company issued a convertible note in the principal amount of $25,000 together with 50,000 restricted shares of common stock. On 7/28/25 the Company issued a convertible note in the principal amount of $10,000 together with 20,000 restricted shares of common stock; and on 8/6/2025, the Company issued a convertible note in the principal amount of $100,000 together with 1,000,000 restricted shares of common stock and 800,000 common stock purchase warrants.

Each of the above convertible notes bear interest at 10% per annum and are due nine months from the date of issuance. The warrants issued as part of the convertible notes are exercisable for a period of five years at $1.25 per share. The discount was determined using a Black-Scholes option pricing model based on the following assumptions:

Stock price at issuance: $1.00

Exercise Price: $1.00

Expected term: .488 - .564 years

Volatility: 103% - 125%

Risk-free interest rate: 3.99% - 4.09%

On September 1, 2025, the Company issued 77,500 restricted shares of common stock to note holders as an inducement to the investors to extend their promissory notes. On September 1, 2025, the Company issued 400,000 restricted shares of common stock to note holders as an inducement to the investor to extend their convertible notes. On September 5, 2025, the Company issued a convertible note in the principal amount of $100,000 together with 1,100,000 restricted shares of common stock and 1,000,000 common stock purchase warrants. On September 15, 2025, the Company issued a convertible note in the principal amount of $50,000 together with 400,000 restricted shares of common stock and 200,000 common stock purchase warrants. On September 16, 2025, the Company issued 20,000 restricted shares of common stock to note holders as an inducement to the investor to extend their convertible notes.On October 6, 2025, the Company issued a convertible note in the principal amount of $10,000 together with 20,000 restricted shares of common stock and 20,000 common stock purchase warrants. On October 10, 2025, the Company issued a convertible note in the principal amount of $50,000 together with 400,000 restricted shares of common stock and 200,000 common stock purchase warrants. On October 14, 2025, the Company issued a promissory note in the principal amount of $250,000 together with 500,000 restricted shares of common stock On November 14, 2025, the Company issued a convertible note in the principal amount of $25,000 together with 200,000 restricted shares of common stock and 100,000 common stock purchase warrants.

The discount was determined using a Black-Scholes option pricing model based on the following assumptions:

Stock price at issuance: $1.00

Exercise Price: $1.00

Expected term: .219-.564 years

Volatility: 64%-125%

Risk-free interest rate: 3.14%- 4.09% 

On December 9, 2025, the Company issued a convertible note to a private investor in the principal amount of $100,000 and, as an inducement to the investor, the Company issued 1,800,000 restricted shares of common stock and 2,000,000 common stock purchase warrants. The above convertible note bears interest at 10% per annum and is due nine months from the date of issuance. The warrants issued as part of the convertible note are exercisable for a period of five years at $0.50 per share. The discount was determined using a Black-Scholes option pricing model based on the following assumptions:

● Stock price at issuance: $1.00

● Expected Terms: .15 years

● Exercise price: $1

● Volatility: 148%

● Risk-free interest rate: 3.80%

● Dividend yield: none

On April 10, 2026, the Company issued 100,000 restricted shares of common stock to note holders as an inducement to the investors to extend their promissory notes. The discount was determined using a Black-Scholes option pricing model based on the following assumptions:

● Stock price at issuance: $1.00

● Expected Terms: .31 years

● Exercise Price: $1.00 

● Volatility: 113%

● Risk-free interest rate: 3.69%

● Dividend yield: none

During the year ended May 31, 2026, the Company issued 550,000 shares of common stock for services rendered. The fair value of the restricted shares at issuance was $954,000 recognized over the contract terms of nine and twelve months. The discount was determined using a Black-Scholes option pricing model based on the following assumptions:

● Stock price at issuance: $1.00

● Expected Terms: .17-.21 years

● Exercise price: $1.00

● Volatility: 72%-100%

● Risk-free interest rate: 3.3-3.98%

● Dividend yield: none

On March 5, 2026, the Company issued a convertible note to a private investor in the principal amount of $300,000 and, as an inducement to the investor, the Company issued 6,000,000 restricted shares of common stock and 2,000,000 common stock purchase warrants. The above convertible note bears interest at 10% per annum and is due nine months from the date of issuance. The warrants issued as part of the convertible note are exercisable for a period of five years at $0.50 per share. The discount was determined using a Black-Scholes option pricing model based on the following assumptions:

● Stock price at issuance: $1.00

● Expected Terms: .4082 years

● Exercise price: $1

● Volatility: 103%

● Risk-free interest rate: 4.30%

● Dividend yield: none

On April 1, 2026, the Company issued a convertible note to a private investor in the principal amount of $50,000 and, as an inducement to the investor, the Company issued 400,000 restricted shares of common stock and 200,000 common stock purchase warrants. The above convertible note bears interest at 10% per annum and is due nine months from the date of issuance. The warrants issued as part of the convertible note are exercisable for a period of five years at $0.50 per share. The discount was determined using a Black-Scholes option pricing model based on the following assumptions:

● Stock price at issuance: $1.00

● Expected Terms: .384 years

● Exercise price: $1

● Volatility: 76%

● Risk-free interest rate: 4.30%

● Dividend yield: none

Warrants

For accounting purposes, the Company accounts for the Private Placement Warrants (i) in accordance with the guidance contained in ASC 815-40 and (ii) classified as an equity instrument. The fair values of the Private Placement Warrants were accounted for as stock purchases. Since the entries recognize the fair value of the Private Placement Warrants offset within additional paid-in capital,

On July 9, 2025 the Company issued 1,200,000 warrants in connection with a debt financing arrangement with Dr Jeffrey Cohen. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.25 per share. The warrants are exercisable at any time prior to July 9, 2030. The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in the model:

Stock price at issuance: $2.00

Exercise price: $1.25 Expected term: 5 years

Volatility:112%

Risk-free interest rate: 3.99%

Dividend yield: none

Based on these inputs, the fair value of the warrants was estimated to be $1.71 per warrant, resulting in a total fair value of $182,238. This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On August 6, 2025, the Company issued 800,000 warrants in connection with a debt financing arrangement with a private investor. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.25 per share. The warrants are exercisable at any time prior to August 6, 2030. The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments. The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in

the model:

Stock price at issuance: $2.00

Exercise price: $1.25 Expected term: 5 years

Volatility: 117%

Risk-free interest rate: 3.77%

Dividend yield: none

Based on these inputs, the fair value of the warrant was estimated to be $1.70 per warrant, resulting in a total fair value of $93,151. This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On September 4, 2025 the Company issued 1,000,000 warrants in connection with a debt financing arrangement with a private investor. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.25 per share. The warrants are exercisable at any time prior to September 5, 2030. The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in the model:

Stock price at issuance: $2.00

Exercise price: $1.25

Expected term: 5 years

Volatility:112%

Risk-free interest rate: 3.76%

Dividend yield: none

Based on these inputs, the fair value of the warrants was estimated to be $1.70 per warrant, resulting in a total fair value of $94.444. This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On September 12, 2025, the Company issued 200,000 warrants in connection with a debt financing arrangement with a private investor. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.25 per share. The warrants are exercisable at any time prior to September 12, 2030. The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in the model:

Stock price at issuance: $2.00

Exercise price: $1.25 Expected term: 5 years

Volatility: 112%

Risk-free interest rate: 3.66%

Dividend yield: none

Based on these inputs, the fair value of the warrant was estimated to be $1.70 per warrant, resulting in a total fair value of $43,590. This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On September 25, 2025, the Company issued 200,000 warrants in connection with a debt financing arrangement with a private investor. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.25 per share. The warrants are exercisable at any time prior to September 25, 2030. The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in the model:

Stock price at issuance: $2.00

Exercise price: $1.25 Expected term: 5 years

Volatility: 112%

Risk-free interest rate: 3.68%

Dividend yield: none

Based on these inputs, the fair value of the warrant was estimated to be $1.70 per warrant, resulting in a total fair value of $43,590. This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On October 5, 2025, the Company issued 20,000 warrants in connection with a debt financing arrangement with a private investor. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.25 per share. The warrants are exercisable at any time prior to October 5, 2030. The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in the model:

Stock price at issuance: $2.00

Exercise price: $1.25 Expected term: 5 years

Volatility: 112%

Risk-free interest rate: 3.66%

Dividend yield: none

Based on these inputs, the fair value of the warrant was estimated to be $1.70 per warrant, resulting in a total fair value of $7,727. This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On November 12, 2025, the Company issued 100,000 warrants in connection with a debt financing arrangement with a private investor. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.25 per share. The warrants are exercisable at any time prior to November 12, 2030. The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in the model:

Stock price at issuance: $2.00

Exercise price: $1.25 Expected term: 5 years

Volatility: 112%

Risk-free interest rate: 3.65%

Dividend yield: none

Based on these inputs, the fair value of the warrant was estimated to be$1.70 per warrant, resulting in a total fair value of $23,288. This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On December 1, 2025, the Company issued 50,000 warrants in connection with a services arrangement each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $.25 per share. The warrants are exercisable for a period of one year. The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification.

Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in the model:

Stock price at issuance: $2.00

Exercise price: $.25

Expected term: 1 years

Volatility: 106%

Risk-free interest rate: 3.62%

Dividend yield: none

Based on these inputs, the fair value of the warrant was estimated to be $1.76 per warrant, resulting in a total fair value of $88,000. This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On December 9, 2025, the Company issued 2,000,000 warrants in connection with a debt financing arrangement with a private investor. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.25 per share. The warrants are exercisable at any time prior to December 8, 2030. The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in the model:

Stock price at issuance: $2.00

Exercise price: $.50 Expected term: 5 years

Volatility: 116%

Risk-free interest rate: 3.69%

Dividend yield: none

Based on these inputs, the fair value of the warrant was estimated to be $1.84 per warrant, resulting in a total fair value of $95,238 This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On March 5, 2026 the Company issued 2,000,000 warrants in connection with a debt financing arrangement with a private investor. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.25 per share. The warrants are exercisable at any time prior to March 5,2031. The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in the model:

Stock price at issuance: $.50

Exercise price: $.50

Expected term: 5 years

Volatility: 113%

Risk-free interest rate: 4.08%

Dividend yield: none

Based on these inputs, the fair value of the warrant was estimated to be $.39 per warrant, resulting in a total fair value of $216,667 This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On April 1, 2026 the Company issued 200,000 warrants in connection with a debt financing arrangement with a private investor. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.25 per share. The warrants are exercisable at any time prior to April 1, 2031. The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in the model:

Stock price at issuance: $.50

Exercise price: $.50

Expected term: 5 years

Volatility: 107.67%

Risk-free interest rate: 3.91%

Dividend yield: none

Based on these inputs, the fair value of the warrant was estimated to be $.33 per warrant, resulting in a total fair value of $28,522 This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

The total discount recorded for these warrants granted related to these notes was $828,000. The Company recognized amortization of debt discounts in interest expense totaling $752,200 and $50,137 for the twelve months ended May 31, 2026 and May 31, 2025 respectively.

 SCHEDULE OF WARRANTS

As of May 31, 2026, there were 8,570,000 warrants outstanding with a weighted average exercise price of $1.09 a weighted average remaining expiration period of approximately 3.5 years and intrinsic value of zero. There were 7,770,000 additional warrants issued and 667,600 warrants expired during year ended May 31, 2026.