We May be Affected by Inflation.

Inflation rates have increased and may continue to rise. Companies from which we purchase goods and services may raise their prices and we may be unable to pass these increases on to our customers. This could adversely affect our business, including our competitive position, market share, revenues and operating income.

We May be Affected by Increasing Interest Rates.

Rising interest rates may reduce our access ability to borrow, which may adversely affect our business plans and growth, and will increase the cost of our borrowings, which would reduce our earnings.

Because the Pharmacology University Business deals with persons that operate in the cannabis industry, it faces unique, unpredictable and evolving risks.

Although the Company does not sell cannabis, risks related to the cannabis industry that may adversely affect its customer and potential customers may, in turn, adversely affect demand for the periods presented. You should readservices and products offered by the Pharmacology University Business. Specific risks faced by companies operating in the cannabis industry include the following:

Cannabis is illegal under federal law.

Cannabis is illegal under federal law, as is growing, cultivating, selling or possessing it for any purpose or assisting or conspiring with those who do so. Additionally, it is unlawful to knowingly open, lease, rent, use, or maintain any place, whether permanently or temporarily, for the purpose of manufacturing, distributing, or using cannabis. Even in states in which the use of cannabis has been legalized, its use remains a violation of federal law, because these tables togetherfederal laws preempt state laws. Strict enforcement of these federal laws would likely result in clients’ inability to operate, which could adversely affect demand for the Company’s services.

Uncertainties exist respecting enforcement.

The enforcement of federal laws relating to cannabis has varied and may continue to vary in intensity. Some administrations have indicated that they intend to enforce such laws vigorously, while others have deprioritized enforcement to varying degrees, based, for example, on whether the laws of a state in which an offense occurred have legalized cannabis or whether the offense relates to the recreational of medical use of cannabis. The Company believes that the Department of Justice (the “DOJ”) under the Biden administration is not prioritizing enforcement of the CSA, but the extent to which the DOJ will seek to enforce the CSA under a future administration and against whom enforcement will be sought is unclear.

Since 2014, it has been the policy of the Department of the Treasury to deprioritize enforcement of the Bank Secrecy Act against financial institutions and marijuana-related businesses which utilize them. If the Department of the Treasury were to change this policy, it would be more difficult for our clients and potential clients to access the U.S. banking systems and conduct financial transactions, which could in turn adversely affect our operations.

Since 2014, in annual bills, Congress has prohibited federal funds from being used to prevent states from implementing their own medical marijuana laws, but has not codified federal protections for medical marijuana patients and producers. Despite this prohibition, the DOJ maintains that it can prosecute violations of the federal marijuana ban. No assurance can be given that Congress will continue to pass such bills. If it does not do so, the risk of federal enforcement that overrides such state laws would increase.

We cannot foresee developments relating to these matters and cannot predict how and the extent to which we could be affected by them; however, these effects could be sudden and adverse.

The Company could become subject to racketeering laws.

While the Company does not grow, handle, process or sell cannabis or products derived from it, its receipt of money from clients that do so exposes it to risks related to the Racketeer Influenced Corrupt Organizations Act (“RICO”). RICO is a federal statute providing civil and criminal penalties for acts performed as part of an ongoing criminal organization. Under RICO, it is unlawful for any person who has received income derived from a pattern of racketeering activity (which includes most felonious violations of the federal laws relating to cannabis) to use or invest any of that income in the acquisition of any interest, or the establishment or operation of, any enterprise which is engaged in interstate commerce. RICO also authorizes private parties whose properties or businesses are harmed by such patterns of racketeering activity to initiate civil actions. A violation of RICO could result in fines, penalties, administrative sanctions, convictions or settlements arising from civil or criminal proceedings, seizure of assets, disgorgement of profits, cessation of business activities or divestiture.

Banking regulations could limit access to banking services and expose the Company to risk.

Receipt of payments from clients engaged in the cannabis business could subject the Company to the consequences of federal laws and regulations relating to money laundering, financial record keeping and proceeds of crime, including the Bank Secrecy Act, as amended by the “Patriot Act.” Since the Company may receive money from persons whose activities are illegal, many banks and other financial institutions could be concerned that their receipt of these funds from the Company could violate federal statutes such as those relating to money laundering, unlicensed money remittances and the Bank Secrecy Act. As a result, banks may refuse to provide services to the Company. Such refusal could make it difficult for the Company to operate. Additionally, some courts have denied cannabis-related businesses bankruptcy protection, thus, making it difficult for lenders to recoup their investments, which may make it more difficult for the Company to raise capital through loans. While the Company has not encountered difficulty in obtaining banking services, no assurance can be given that it will be able to do so.

Since 2014, the DOJ has de-prioritized enforcement of the Bank Secrecy Act against financial institutions and cannabis-related businesses which utilize them. If such enforcement were to increase, it might become more difficult for the Company and its clients and potential clients to access the U.S. banking systems and conduct financial transactions, which could adversely affect the Company’s operations.

Dividends and distributions could be prevented if receipt of payments from clients is deemed to be proceeds of crime.

While the Company has no intention to declare or pay dividends in the foreseeable future, if any of its revenues were found to have resulted from violations of money laundering laws or otherwise the proceeds of crime, the Company might determine to or be required to suspend the declaration declaring or payment of dividends.

Further legislative developments beneficial to the Company’s operations are not assured.

The Pharmacology University Business involves providing services to persons who may be directly or indirectly engaged in the cultivation, distribution, manufacture, storage, transportation or sale of cannabis and cannabis products. Its success depends on the continued development of the cannabis industry. Such development depends upon continued legislative and regulatory legalization of cannabis at the state level and either legalization at the federal level or a continued “hands-off” approach by federal enforcement agencies. However, regulatory developments beneficial to the industry cannot be assured. While there may be ample public support for legislative action, other factors, such as the willingness of legislative bodies to act, election results, scientific findings or intangible events, could slow or halt progressive legislation relating to cannabis and or reduce the current tolerance for the use of cannabis, which could adversely affect the demand for the Company’s services.

The House of Representatives, in its most recent term, passed bills that would decriminalize cannabis, remove it from the list of scheduled substances under the Controlled Substances Act, eliminate criminal penalties for individuals who manufacture, distribute, or possess cannabis, and prohibit a federal banking regulator from penalizing a depository institution for providing banking services to legitimate cannabis- or hemp-related businesses or ordering a depository institution to terminate a customer account unless (i) the agency has a valid reason for doing so, and (ii) that reason is not based solely on reputation risk. Neither of these bills became law because the Senate did not pass them. None of these bills was adopted by Congress. No assurance can be given that any similar bill will be adopted by the present or any future Congress.

We may be subject to risks relating to bankruptcy laws.

Some courts have denied marijuana-related businesses bankruptcy protection, thus, making it very difficult for lenders to recoup their investments, which may limit the willingness of banks to lend to our clients and us. The lack of banking and financial services presents unique and significant challenges to businesses in the cannabis industry. We could experience difficulties obtaining and maintaining regular banking and financial services because of the activities of our clients.

Changes in legislation or clients’ violations of law could adversely affect the Company.

The voters or legislatures of states in which cannabis has been legalized could repeal or amend these laws, which could adversely affect the demand for the Company’s services. In addition, changes to and interpretations of laws and regulations could detrimentally affect its clients and, in turn, result in a material adverse effect on its operations. Violations of these laws, or allegations of such violations, could disrupt our clients’ business, thereby adversely affecting the Company.

Changes in government regulation could affect the Alpha Research Business.

Governmental agencies worldwide, including in the United States, strictly regulate the drug development process. The Alpha Research Business is subject to regulation and its activities involve providing services helping pharmaceutical and biotechnology companies and CROs that are subject to regulation. Changes in regulations, especially those that affect clinical trials, could adversely affect demand for our services. Also, if government efforts to contain drug costs or changes in the practices of health insurers impact pharmaceutical and biotechnology companies’ profits from new drugs, they may spend less, or reduce their growth in spending on research and development, thereby reducing the market for clinical trials.

Failure to comply with existing regulations or contractual obligations could result in a loss of revenue or earnings or increased costs.

Failure on the part of the Alpha Research Business to comply with applicable regulations, whether imposed directly or required to be complied with by contract, could have adverse effects. If this were to happen, we could be contractually required to repeat the trial at no further cost to our customer, but at substantial cost to us, or the contract could be terminated; in either case, we could be exposed to a lawsuit seeking substantial monetary damages.

We may bear financial losses because most of our clinical trial contracts are fixed price and may be delayed or terminated or reduced in scope for reasons beyond our control.

Many of our clinical trials contracts provide for services on a fixed-price or capped fee-for-service basis and they may be terminated or reduced in scope either immediately or upon notice. Cancellations may occur for a variety of reasons, including the inefficacy of a drug or device; its failure to meet safety requirements; unexpected or undesired results; insufficient patient enrollment; insufficient investigator recruitment; a client’s decision to terminate the development of a product or to end a particular study; and our failure to perform our duties under the contract properly.

The loss, reduction in scope or delay of a contract or the loss, delay or conclusion of multiple contracts could materially adversely affect our business, although our contracts often entitle us to receive the costs of winding down terminated projects, as well as all fees earned by us up to the time of termination.

We may suffer losses if we underprice our contracts or incur overrun costs.

Since Alpha Research Institute’s contracts are often structured based on a fixed price or a fee for service with a cap, we would bear the loss if we were to misestimate costs. Underpricing or cost overruns could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

The potential loss or delay of a contract or multiple contracts could adversely affect our results.

Most of our contracts for clinical trials can be terminated by our customers upon 30 to 90 days’ notice or immediately in certain circumstances. Our clients may delay, terminate or reduce the scope of our contracts for a variety of reasons beyond our control, including but not limited to decisions to forego or terminate a particular clinical trial; lack of available financing, budgetary limits or changing priorities; actions by regulatory authorities; production problems resulting in shortages of the drug being tested; failure of products being tested to satisfy safety requirements or efficacy criteria; unexpected or undesired clinical results for products; insufficient patient enrollment in a clinical trial; insufficient investigator recruitment; shift of business to a competitor or internal resources; product withdrawal following market launch; shut down of manufacturing facilities; or our failure to comply with the provisions of a contract.

In the event of termination, our contracts often provide for fees for winding down the project, but these fees may not be sufficient for us to realize the full amount of revenues or profits anticipated thereunder.

If the Alpha Research Business fails to perform services in accordance with contractual requirements, regulatory standards and ethical considerations, we could be subject to significant costs or liability and our reputation could be harmed.

We contract with Sponsors and CROs in performing clinical trials to assist them in bringing new drugs to market. Clinical trials are complex and subject to contractual requirements, regulatory standards and ethical considerations. If we fail to perform in accordance with these requirements, regulatory agencies may take action against us or customers may terminate contracts. Customers may also bring claims against us for breach of our contractual obligations and patients in the clinical trials and patients taking drugs approved on the basis of those clinical trials may bring personal injury claims against us for negligence. Any such action could have a material adverse effect on our results of operations, financial condition and reputation. The occurrence of any of the foregoing could impact our ability to provide the same level of service to our clients, require us to modify our services or increase our costs, which could materially and adversely affect our operating results and financial condition.

We are subject to federal and state health privacy laws and regulations. If we cannot comply or have not fully complied with such laws and regulations, we could face government enforcement actions, civil penalties, criminal sanctions, or damages, which could harm our reputation and adversely affect our business.

The Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act and their respective implementing regulations (“collectively, HIPAA”), establishes federal privacy and security standards for the protection of individually identifiable health information that apply to health plans, healthcare clearinghouses, and healthcare providers that submit certain covered transactions, or “covered entities.” A subset of these standards also applies to “business associates,” which are persons or entities that perform certain services for, or on behalf of, a covered entity that involve creating, receiving, maintaining, or transmitting protected health information.

Some of our customers may be HIPAA-covered entities and service providers, and in that context, we may function as a business associate under HIPAA. Among other things, this status means that, for certain activities, we must comply with applicable administrative, technical, and physical safeguards as required by HIPAA, including stringent data security obligations. Failure to comply with HIPAA can result in significant civil monetary penalties and, in certain circumstances, criminal penalties with fines or imprisonment.

The HIPAA-covered entities and service providers that we serve as a business associate may require us to enter into HIPAA-compliant business associate agreements with them. If we were unable to comply with our obligations as a HIPAA business associate, we could face contractual liability under the applicable business associate agreement.

In addition, many state laws govern the privacy and security of health information in certain circumstances, many of which differ from HIPAA. There may also be costs associated with responding to government investigations regarding alleged violations of these and other laws and regulations, even if there are ultimately no findings of violations or no penalties imposed. These costs could consume our resources and impact our business. Publicity from alleged violations could harm our reputation.

If we are unable to meet the requirements of HIPAA, our business associate agreements or state health privacy laws, we could face contractual liability or civil and criminal liability under HIPAA, all of which could have an adverse impact on our business and generate negative publicity, which, in turn, could have an adverse effect on our ability to attract new customers and adversely affect our business condition and prospects.

We may be adversely affected by client concentration.

We derive the majority of our revenues from a few customers. If any of them decreases or terminates its relationship with us, our business, results of operations or financial condition could be materially adversely affected.

Our business could incur liability if a drug causes harm to a patient. While we are generally indemnified and insured against such risks, we may still suffer financial losses.

We could suffer liability for harm allegedly caused by a drug or device for which we conduct a clinical trial, either as a result of a lawsuit against the Sponsor or CRO to which we are joined or an action launched by a regulatory body. While we are generally indemnified for such harm under our agreements with Sponsors and CROs, we could nonetheless incur financial losses, regulatory penalties or both. Further, the indemnification obligations of Sponsors and CROS are enforceable by us only if specific facts, which may be difficult to prove or may be subject to dispute, exist. Any claim could result in potential liability for us if the claim is outside the scope of such indemnification, the Sponsor or CRO does not comply with its indemnification obligations or our liability exceeds applicable indemnification limits or available insurance coverage. Further, we do not carry insurance to cover damages for which we are liable. Such a claim could have an adverse impact on our financial condition and results of operations. Furthermore, the associated negative publicity could have an adverse effect on our business and reputation.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

The Sarbanes-Oxley Act of 2002 (“SOX”) requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. However, our independent registered public accounting has advised management that we have the following material weaknesses in internal control: lack of in-house personnel with insufficient technical knowledge to identify and address certain accounting matters; insufficient accounting personnel to perform duties over financial transaction processing, key account reconciliations and reporting; insufficient written policies and procedures over accounting transaction processing such that routine transactions are recorded on an accrual basis in a timely manner; and insufficient in-house knowledge on monitoring accounting standards for the impact of complex accounting standards.

Accordingly, we need to develop and refine our disclosure controls and other procedures to ensure that information required to be disclosed by us in the reports that we will file under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. To maintain and improve effective disclosure controls and procedures and internal control over financial reporting, we will need to expend significant resources, including accounting-related costs and significant management oversight.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could adversely affect our results of operations or cause us to fail to meet our reporting obligations and result in a restatement of our consolidated financial statements. Failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which could have a negative effect on the trading price of Common Stock. We are not currently required to comply with the SEC rules that implement Section 404 of SOX and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. After the registration statement of which this Prospectus forms a part is made effective, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

Our independent registered public accounting firm will not be required to attest formally to the effectiveness of our internal control over financial reporting until after we cease to be an “emerging growth company” as defined in the JOBS Act. At that time, our independent registered public accounting firm may issue an adverse report if it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could harm our business, results of operations, and financial condition and could cause a decline in the price of Common Stock.

The Company is an “emerging growth company,” as defined in the Securities Act (an “EGC”), and a “smaller reporting company,” as defined in Rule 405 promulgated under the Securities Act (an “SRC”) and intends to take advantage of certain exemptions from disclosure requirements available to it. Doing so could make the Common Stock less attractive to investors and make it more difficult to compare the performance of the Company with that of other public companies.

As long as the Company is an EGC, it intends to utilize certain exemptions from reporting requirements that apply to public companies that are not EGCs. Among the reporting requirements from which the Company is so exempted are the auditor attestation requirements of SOX, certain disclosures relating to executive compensation, holding a nonbinding advisory vote on executive compensation and stockholder approval of “golden parachute” payments. The Company is permitted to be an emerging growth company for up to five years or until the earliest of (i) the last day of the first fiscal year in which its annual gross revenues exceed $1 billion, (ii) the date that it becomes a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter, or (iii) the date on which it has issued more than $1 billion in nonconvertible debt during the preceding three-year period.

As an SRC, the Company intends to utilize certain reduced disclosure requirements, including publishing two years of audited financial statements instead of three years, as required for companies that are not SRCs. The Company will remain an SRC until the last day of the fiscal year in which it had (i) a public float that exceeded $250 million or (ii) annual revenues of more than $100 million and a public float that exceeded $700 million. To the extent the Company takes advantage of such reduced disclosure obligations, it may make comparison of its financial statements to those of other public companies difficult or impossible.

After the Company ceases to be an EGC, it is expected to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of SOX.

Changes in existing financial accounting standards or practices may harm our results of operations.

Changes in existing accounting rules or practices, including generally accepted accounting principles in the United States (“GAAP”), new accounting pronouncements or varying interpretations of current accounting pronouncements or practices could harm our results of operations or the manner in which we conduct our business. Further, such changes could potentially affect our reporting of transactions completed before such changes are effective. GAAP is subject to interpretation by the Financial Accounting Standards Board, FASB, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and affect the reporting of transactions completed before the announcement of a change. Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and related notes appearing atnotes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the end of this prospectus,circumstances, as well as “Capitalization,”provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations.” The results of these estimates form the basis for making assumptions and judgments affecting our consolidated financial statements, including those related to revenue recognition, stock-based compensation, the other financial information included elsewhere in this prospectus.fair value of Common Stock, valuation of strategic investments, periods of benefit for deferred costs, and uncertain tax positions. Our historical results are not necessarily indicative of the results to be expected in any future period.

From time to time, the Company may become subject to litigation that may result in localliability materially adverse to its financial condition or may negatively affect its operating results if changes to its business operation are required. The cost of defending such litigation could be significant and regional markets in China, and many factorsrequire the diversion of its resources. Adverse publicity associated with litigation could negatively affect perceptions of the Company, regardless of whether the allegations are valid or whether the Company is ultimately found not to be liable. As a result, litigation could adversely affect the competitive environments we face in any particular market. These factors include the number of competitors in the market, the pricing policies and financial strength of those competitors, the total production capacity serving the market, the barriers to enter the market and the proximity of natural resources, as well as general economic conditions and demand for construction materials within the market. Although we believe our products and quality of service are superior, there is no assurance that existing or new competitors may not receive contracts for which we compete by reason of events and factors beyond our control.

Acquisitions, other strategic alliances and investments could result in operating resultsdifficulties, dilution, and business expansion.

The Company may acquire other businesses and these transactions could be material to its financial condition and results of operations. The areas where it may encounter risks in significant part upon the continued contributions of our key technical and senior management personnel, including Rong Yang, our Chairman and Chief Executive Officer.  They also depend in significant part upon our ability to attract and retain additional qualified management, technical, marketing and sales and support personnel for our operations.  If we lose a key employee, or if weconnection with acquisitions include, but are not ablelimited to, attractthe failure to successfully further develop the acquired business, the implementation or remediation of controls, procedures and retain skilled employees as needed, ourpolicies at the acquired business, could suffer.  Significant turnover in our senior management could significantly deplete our institutional knowledge held bythe transition of operations, users and customers onto our existing senior management team.  We depend onplatforms, and the skillschallenges associated with integrating the acquired business and abilitiesits employees into the Company’s organization, as well as retaining employees of the acquired businesses. Failure to address these key employeesrisks or other problems encountered in managingconnection with acquisitions successfully could cause the manufacturing, technical, marketingCompany to fail to realize the anticipated benefits of such acquisitions, investments or alliances, incur unanticipated liabilities, and sales aspectsharm its business generally.

Such acquisitions could also result in dilutive issuances of our business,the Company’s equity securities, the incurrence of debt, contingent liabilities or amortization expenses, impairment of goodwill and purchased long-lived assets, or restructuring charges, any part of which could be harmed by turnover in the future.

Because our success depends in part on our ability to expand our operations outside the levelUnited States, our business will be susceptible to risks associated with international operations.

We currently maintain operations and have personnel outside the United States in Mexico, Peru, Ecuador, Columbia and the Dominican Republic. We plan to expand our operation into Argentina, Chile, Brazil, Panama and other countries where our activities are lawful, and we intend to expand our international operations. In the fiscal years ended May 31, 2021, and May 31, 2020, our non-U.S. revenue was 5% and 14% of governmental spendingour total revenue, respectively. We expect to continue to expand our international operations, but these efforts may not be successful. In addition, conducting international operations subjects us to new risks, some of which we have not generally faced in the United States or other countries where we currently operate. These risks include, among other things: lack of familiarity and burdens of complying with foreign laws, legal standards, regulatory requirements and other barriers, and the risk of penalties to the Company, its management and employees if its practices are deemed to be out of compliance; unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties, or other trade restrictions; longer accounts receivable payment cycles and difficulties in collecting accounts receivable; increased financial accounting and reporting burdens and complexities; difficulties in managing and staffing international operations including the proper classification of independent contractors and other contingent workers, differing employer/employee relationships, and local employment laws; increased costs involved with recruiting and retaining an expanded employee population outside the United States through cash- and equity-based incentive programs and unexpected legal costs and regulatory restrictions in issuing our shares to employees outside the United States; global political and regulatory changes that may lead to restrictions on infrastructure projectsimmigration and travel for our employees outside the United States; potentially adverse tax consequences, including the complexities of foreign value added tax (or other tax) systems, and restrictions on the repatriation of earnings; and permanent establishment risks and complexities in connection with international payroll, tax, and social security requirements for international employees.

Additionally, operating in international markets requires significant management attention and financial resources. There is no certainty that the investments and additional resources required to establish operations in other countries will produce the desired revenue or profitability.

Compliance with laws and regulations applicable to our markets. Reduced levelsglobal operations also substantially increases our cost of governmental fundingdoing business in foreign jurisdictions. We have limited experience in operating outside the United States, which increases the risk that any operations that we may undertake will not be successful. If we invest substantial time and resources to expand our international operations and are unable to do so successfully and timely, our business, results of operations, and financial condition will suffer. We may be unable to keep current with changes in government requirements as they change from time to time. Failure to comply with these regulations could harm our business. In many countries, it is common for public works projectsothers to engage in business practices that are prohibited by United States law and regulation or delaysby our policies and procedures.

A significant portion of our operations is conducted in that fundingforeign jurisdictions and is subject to the economic, political, legal and business environments of the countries where we do business. Risks associated with such international operations could adverselynegatively affect our business, financial condition, results of operations and cash flows. The timing of bid activity may be negatively affected by

We have significant operations outside the economy, municipal budgetsUnited States and availability of financing.

The international nature of our business subjects us to potential risks that various taxing authorities may challenge the pricing of our cross-border arrangements and subject us to additional tax, adversely impacting our effective tax rate and tax liability.

In addition, international transactions may involve increased financial and legal risks due to differing legal systems and customs. Compliance with these requirements may prohibit the import or export of certain products and technologies or require us to obtain licenses before importing or exporting certain products or technology. Our failure to comply with any of these laws, regulations or requirements could result in civil or criminal legal proceedings, monetary or non-monetary penalties, or both, disruptions to our business, limitations on our ability to import and export products and services, and damage to our reputation.

While the impact of these factors is difficult to predict, any of them could have a material adverse effect on our business, financial condition, results of operations and cash flows. Changes in any of these laws, regulations or requirements, or the political environment in a particular country, may affect our ability to engage in business transactions in certain markets, including investment, procurement and repatriation of earnings.

We are subject to anti-corruption, anti-bribery, and similar laws, and non-compliance with them could subject us to criminal penalties or significant fines and harm our business and reputation.

We are subject to anti-corruption and anti-bribery and similar laws, such as the Foreign Corrupt Practices Act of 1977 (the “FCPA”), and other anti-corruption, anti-bribery and anti-money laundering laws in the United States and in the countries in which we conduct activities. These laws prohibit companies and their employees and agents from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the private sector. As we increase our international operations, our risks under these laws may increase. Anti-corruption and anti-bribery laws have been enforced vigorously in recent years and interpreted broadly. Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, adverse media coverage, and other consequences. Any investigations, actions or sanctions could harm our business, results of operations, and financial performancecondition. Under some of these laws, we may be held liable for the corrupt or prospects.

Our business is subject to environmental, health and safety laws and regulations that affect our operations, facilities and products in each of the jurisdictions in which we operate. We believe that we are in compliance with all material environmental, health and safety laws and regulations related to our products, operations and business activities. Although we have not suffered material environmental claims in the past, the failure to comply with any present or future regulations could result in the assessment of damages or imposition of fines against us, suspension of production, cessation of our operations or even criminal sanctions.   The enacting of new regulations could also require us to acquire costly equipment or to incur other significant expenses.

Approximately 4.2% of our Company, even though these parties are not always subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our Company may engagerevenue in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.

If we fail to manage our growth effectively, we may be unable to execute our business plan or maintain high service levels and customer satisfaction.

We hope to attain rapid growth. Doing so will place significant demands on our management and operational and financial resources. We have established international operations, including Mexico, Peru, Ecuador, Columbia and the Dominican Republic. We plan to expand into Argentina, Chile, Brazil, Panama and other countries where its activities are lawful. In addition, our organizational structure will become more complex as we grow, as will our operational, financial and management controls and reporting systems and procedures. To manage growth in our operations, we will need to continue to grow and improve our operational, financial and management controls and reporting systems and procedures. We will require significant capital expenditures and the allocation of valuable management resources to grow and change in these areas. Our growth will place a significant strain on our management and may distract management from other important functions. If we cannot manage our growth effectively, our reputation, as well as our business, results of operations and financial condition, could be harmed.

We may not be able to compete effectively.

While we believe that the market served by the Pharmacology University Business has few participants, if one or more competitors were to enter this market, we might not be able to compete effectively for many reasons, including a competitor’s greater financial resources, better services, a more effective sales organization or a superior website. AFSC, in contrast, provides services in a market that is highly fragmented and has many competitors, and in which the ability to compete successfully depends on quality of service, the ability to form and maintain professional relationships and satisfy demanding customers.

Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as greater recognition and longer operating histories, larger sales and marketing budgets and resources, and, especially in the case of the Alpha Research Business and AFSC, established relationships with customers, greater resources to make acquisitions, lower labor costs and substantially greater financial and other resources. Competitors with greater financial and operating resources may be able to respond more quickly and effectively than we can to new or changing opportunities, developments or customer requirements. Conditions relating to the Alpha Research Business and AFSC could also change rapidly and significantly, potentially adversely, as a result of changes in the laws relating to cannabis, especially at the federal level.

If we do not consummatecompete effectively with established companies as well as new market entrants, our business, results of operations, and financial condition could be harmed. Competitive pressures could result in price reductions; fewer customers; reduced revenue, gross profit and gross margins; increased net losses; and loss of market share.

Risks Related to the Common Stock and This Offering

There are risks, including stock market volatility, inherent in owning Common Stock.

The market price and volume of the Common Stock have been, and may continue to be, subject to significant fluctuations and trading in Common Stock has often been sporadic. These fluctuations may arise from general stock market conditions, the impact of risk factors described herein on our results of operations and financial position, or a public offering onchange in opinion in the market regarding our business prospects or other factors, many of which may be outside our control. We believe that this has and may continue to materially and adversely affect our ability to fund our business through sales of equity securities and could adversely affect the retentive power of our 2022 Equity Incentive Plan. The lack of an active market for Common Stock may impair investors’ ability to sell their shares when they wish to sell them or at prices that they consider reasonable, may reduce the fair market value of their shares and may impair the Company’s ability to raise capital to continue to fund operations by selling shares and may impair its ability to acquire additional intellectual property assets by using our shares as consideration.

We may change the Fixed Offering Price.

If we cannot sell the Shares at the Fixed Offering Price, we may amend the Registration Statement of which this Prospectus is a part to reduce it one or more times. In any such event, investors who had purchased Shares before the date on which we file our annual report on Form 10-K forreduction would suffer an immediate and perhaps permanent loss in the fiscal year ended May 31, 2011), wemarket value of their Shares.

There will be required to issue to the 2009 Investors additional shares of common stock representing a fraction of shares issued in the 2009 Private Placement calculated using the percentage of variation of our actual after tax net income to the Targeted Net Income for such period (the “Adjustment Percentage”) (for example, if our after tax net income for fiscal 2011 were $16,200,000, which is a variation of 10% of the respective Targeted Net Income, we would be required to issue an aggregate of 256,410 shares of common stock to the 2009 Investors). On March 11, 2010, we consummated a private placement of a total of approximately 1,282,091 shares of our common stock (“2010 Private Placement”) to a number of investors. Under the 2009 Subscription Agreement, we will be required to issue additional shares of common stock to the 2009 Investors who invested in the 2010 Private Placement, if the Targeted Net Income thresholds are not met.  The number of such additional shares shall equal the Adjustment Percentage times thelarge number of shares of Common Stock acquiredthat will be eligible to be sold in the public markets.

In addition to the 8,894,797,743 shares of Common Stock that are offered by this Prospectus, (i) approximately 935,000,000 shares of Common Stock held by persons who are not affiliates of the Company will be permitted to be sold after January 13, 20224, under Rule 144 promulgated by the 2009 InvestorSEC under the Securities Act (“Rule 144”) without notice to the SEC in unlimited amounts and without restriction as to the manner of sale and (ii) 3,512,111,700 shares of Common Stock held by a person who is an affiliate of the Company will be permitted to be sold under Rule 144 after January 13, 2024, in limited amounts, subject to notice to the SEC and subject to restriction as to the manner of sale and (iii) up to 600,000,000 shares of Common Stock that may be issued under the Company's 2022 Equity Incentive Plan may be sold in the 2010 Private Placement, minuspublic markets, subject to limitations in the Adjustment Percentage times the numbercase of shares acquired by such investor in the 2009 Private Placementissued under that have been sold by such investor asplan to affiliates of the dateCompany, upon the filing of a registration statement on whichForm S-8 with respect thereto or without registration under Rule 144 after being held by for the Company releases its respective net income data in a Form 10-K filed withperiod required by that rule. The sale of these shares or the SEC. Any issuance of equity securities to satisfy our obligations pursuant to the 2009 Subscription Agreement as described above will result in dilution to our existing shareholdersperception that they may be sold may substantially and could adversely affect the market price of our common stock.

Because the Common Stock is subject to the penny stock rules, it may be more difficult to sell.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (subject to exceptions that do not apply to the Common Stock). The penny stock rules require a broker-dealer, at least two business days prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver to the customer a standardized risk disclosure document containing specified information and to obtain from the customer a signed and date an acknowledgment of receipt of that document. In addition, these rules require that, prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive: (i) 12,930,620 sharesthe purchaser’s written acknowledgment of our common stock,the receipt of a risk disclosure statement; (ii) warrantsa written agreement to purchase 1,504,160 sharestransactions involving penny stocks; and (iii) a signed and dated copy of our common stock, (iii) optionsa written suitability statement. These requirements may have the effect of reducing the trading activity in Common Stock, and therefore stockholders may have difficulty selling their shares.

One person has voting control of the company and may authorize or prevent corporate actions to purchase 740,000 sharesthe detriment of our common stockother stockholders.

One person, who is an officer and director of which optionsthe Company, through his ownership of Series B Preferred, has voting control of the Company. Accordingly, he has the power to purchase 300,000 shares will become exercisable in December 2010determine the outcome of all matters requiring the approval of the stockholders, including the election of directors and the balance will become exercisable in Februaryapproval of mergers and March 2011. 4,141,449 sharesother significant corporate transactions. His interests could conflict with the interests of our common stock are currently eligible for resale under Rule 144. In addition to these shares, we currently have obligation to register 1,282,091 shares of our common stock. Future sales of substantial amounts of our common stock in the trading market could adversely affect market price of our common stock.other stockholders.

The forward-looking statements in this prospectus represent our viewsProspectus relate only to events or circumstances as of the date of this prospectus.on which they are made. We anticipate that subsequent events and developments will cause our views to change.  However, while we may elect to update these forward-looking statements at some point in the future, we undertake no obligation to update any forward-looking statement in this Prospectus to reflect events or developmentscircumstances after the date on which the statement is madeof this Prospectus or to reflect new information or the occurrence of unanticipated events, except to the extentas required by applicable law. You should, therefore,We may not rely on theseachieve the plans, intentions, or expectations disclosed in our forward-looking statements, as representingand you should not place undue reliance on our views asforward-looking statements. Our forward-looking statements do not reflect the potential impact of any date after the date of this prospectus.future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

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This prospectus also contains estimates and other statistical data prepared by independent parties and by us relating to market size and growth and other data about our industry. These estimates and data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates and data. We have not independently verified the statistical and other industry data generated by independent parties and contained in this prospectus.

In addition, projections, assumptionsstatements that “we believe” and estimates ofsimilar statements reflect our future performancebeliefs and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of Common Stock.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is a limited market for our common stock. Our common stock is listedopinions on the OTC Bulletin Board under the symbol “CHNC.” The following table sets forth the high and low inter-dealer prices, without mark-up, mark-down or commission, involving our Common Stock during each calendar quarter, and may not represent actual transactions. There were no reported quotations for our common stock during the fiscal year 2009, and the first quarter of the fiscal year 2010.

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Fiscal Year 2011		High				Low
First quarter		$	3.99			$	2.50
Fiscal Year 2010
Fourth quarter		$	5.39			$	2.50
Third quarter		$	7.50			$	4.50
Second quarter		$	4.50			$	4.00

At October 11, 2010, there were 12,930,620 shares of our Common Stock outstanding. Our shares of Common Stockrelevant subject. These statements are held by approximately 308 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

We are applyingbased upon information available to list our Common Stock on the NASDAQ Global Market and NYSE AMEX, but we can not give you any assurance when or if our Common Stock will be approved for listing.

Securities Authorized for Issuance under Equity Compensation Plan

The following table summarizes the equity compensation plans under which our securities may be issuedus as of the date of this prospectus.

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted- average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders			—				—				—
Equity compensation plan not approved by security holders			440,000			$	3.90				710,000
Total			440,000								710,000

Our BoardProspectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, directors adoptedall potentially available relevant information. These statements are inherently uncertain, and you should not unduly rely upon them.

You should read this Prospectus and the China Infrastructure Construction Corporation 2010 Stock Incentive Plan (the “2010 Plan”)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 Prospectus are qualified by these cautionary statements.

Third-Party Information

This Prospectus includes information and estimates based on February 12, 2010. All ourreports 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 Prospectus may contain descriptions of contracts and instruments to which the Company or its officers and key employees,directors are parties or by which it is affected. These contracts and directors of, and consultants including those of our subsidiaries and affiliates, whoinstruments are responsible for or contributeexhibits to the management, growth and/Registration Statement of which this Prospectus is a part and are identified in Item 16, Exhibits, Financial Statement Schedules. Where any such contract or profitability of our business,instrument is described in this Prospectus, you are eligible for participationreferred to the related exhibit, which may be found on the SEC’s website, and the description thereof is qualified by such reference.

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USE OF PROCEEDS AND BUSINESS PLAN

This Prospectus relates in the 2010 Plan.  One Million One Hundred Fifty Thousand (1,150,000)part to shares of our common stock have been authorized and reserved for the 2010 Plan, subject to an increase of up to 10% of our issued and outstanding common stock, and any sharesCommon Stock that may become available for issuance under awards under the 2010 Plan as a result of expiration or forfeiture. We may issue stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awardsbe offered and other stock-based awards under the 2010 Plan.

DIVIDEND POLICY

We have not paid dividends on our common stock. Furthermore, because we are a holding company, we rely entirely on dividend payments from Beijing Concrete, who may,sold from time to time by the Company and in part to shares being offered and sold by the Selling Shareholders. We will receive proceeds from sales of the shares that we are offering and none of the proceeds of sales of shares offered by the Selling Stockholders. See “Plan of Distribution.”

We will realize gross proceeds from the Offering of $1,250,000 if 25% of the shares offered by us are sold, $2,500,000 if 50% of such shares are sold, $3,750,000 if 75% of such shares are sold and $5,000,000 if 100% of such shares are sold.

Use of Proceeds

The following table shows how we expect to use the net proceeds from our sales of the shares in executing our business plan, which is discussed below. Further details as to such use appear in “Business Plan.” The table does not represent the order of priority in which such proceeds may be subjectapplied.

Estimated Use of Proceeds for 25%, 50%, 75%, and 100% of Offering

		25% of Offering								50% of Offering								75% of Offering								100% of Offering
		Dollar Amount					% of Gross Proceeds				Dollar Amount				% of Gross Proceeds			Dollar Amount				% of Gross Proceeds				Dollar Amount				% of Gross Proceeds
Alpha Research Institute
Increase employees from 6 to 35		$	131,250				10.5%			$	262,500				10.5%			$	393,750				10.5%			$	525,000				10.5%
Obtain new contacts with health professionals, sponsors and CROs		$	7,500				0.6%			$	15,000				0.6%			$	22,500				0.6%			$	30,000				0.6%
Contract with at least ten new principal investigators specializing in various areas of medicine		$	25,000				2.0%			$	50,000				2.0%			$	75,000				2.0%			$	100,000				2.0%
Conduct at least six seminars with the expectation of generating relationships		$	5,000				0.4%			$	10,000				0.4%			$	15,000				0.4%			$	20,000				0.4%
Total Alpha Research Institute		$	168,750				13.5%			$	337,500				13.5%			$	506,250				13.5%			$	675,000				13.5%
Pharmacology University
Increase the number of annual paid subscriptions to Cannabis World Journals to at least 5,000		$	12,500				1.0%			$	25,000				1.0%			$	37,500				1.0%			$	50,000				1.0%
Sell educational materials to third parties		$	25,000				2.0%			$	50,000				2.0%			$	75,000				2.0%			$	100,000				2.0%
Resume and increase classroom and seminar teaching		$	62,500				5.0%			$	125,000				5.0%			$	187,500				5.0%			$	250,000				5.0%
Increase our portfolio of cannabis-related educational material		$	50,000				4.0%			$	100,000				4.0%			$	150,000				4.0%			$	200,000				4.0%
Total Pharmacology University		$	150,000				12.0%			$	300,000				12.0%			$	450,000				12.0%			$	600,000				12.0%
Alpha Fertility and Sleep Center
Expand to be capable of performing sleep tests for 20 patients per month and open a second sleep center		$	200,000				16.0%			$	400,000				16.0%			$	600,000				16.0%			$	800,000				16.0%
Add additional staff for in-house sleep studies		$	87,500				7.0%			$	175,000				7.0%			$	262,500				7.0%			$	350,000				7.0%
Total Alpha Fertility and Sleep Center		$	287,500				23.0%			$	575,000				23.0%			$	862,500				23.0%			$	1,150,000				23.0%
Corporate
Operating costs		$	243,750				19.5%			$	487,500				19.5%			$	731,250				19.5%			$	975,000				19.5%
Overhead		$	150,000				12.0%			$	300,000				12.0%			$	450,000				12.0%			$	600,000				12.0%
Legal and accounting		$	50,000				4.0%			$	100,000				4.0%			$	150,000				4.0%			$	200,000				4.0%
Operating capital		$	200,000				16.0%			$	400,000				16.0%			$	600,000				16.0%			$	800,000				16.0%
Total Corporate		$	643,750				51.5%			$	1,287,500				51.5%			$	1,931,250				51.5%			$	2,575,000				51.5%
Total Use of Proceeds		$	1,250,000				100%			$	2,500,000				100%			$	3,750,000				100%			$	5,000,000				100%

The foregoing represents our best estimate as to certainhow the proceeds of the shares offered by the Company will be expended. We reserve the right to redirect any portion of the funds either among the items referred to above or to such other projects as our management considers to be in our best interest.

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Business Plan

Background

Since the year ended on May 31, 2020, the Company has striven to grow and improve in the following ways:

Alpha Research Institute

Alpha Research Institute has devoted time and attention to bettering interinstitutional relationships with the pharmaceutical industry; improving operational values; creating and re-establishing alliances with clinical study contractors; understanding the needs of its staff and its patients, improving documentation and internal and external communications, offering transportation to patients and increasing participation in clinical trials by addressing potential patients’ Covid-related concerns.

Alpha Fertility and Sleep Center

The mission of AFSC, which opened in June 2022, is to provide superior care in sleep medicine and fertility and, in doing so, to address the concerns of each patient and his referring physician’s concerns effectively and satisfactorily.

Pharmacology University

As a result of the Covid-19 pandemic, which made classroom education impossible, Pharmacology University has focused on the production of educational materials for sale on online platforms (including those operated by Amazon, Zinio, Apple, Walmart/Kobo, Barnes & Noble and Google Books), which maintaining its relationships with academic venues where it expects to resume classroom teaching when the pandemic abates. It also focuses on entering into subscription and commercial agreements with universities and e-commerce platforms.

We have published 50 cannabis-related eBooks in five languages, have produced videos to offer online and have recorded over 13,000 minutes of audio in 5 languages. We have also engaged artificial intelligence services to generate translations of these materials in up to 100 additional restrictionslanguages; while this activity has resulted in increased expenses while producing minimal revenue and no profit, we believe that it will become profitable and become a significant segment of our business.

Several of our online publications have been unified into a single magazine, Cannabis World Journals, which began publication in five languages, beginning in the third and fourth quarters of the year ending May 31, 2022.

Operating Goals

The Company has established the following principal goals, for the attainment of which it expects to expend approximately $2,425,000 for the period ending May 31, 2024:

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Alpha Research Institute

The Company’s principal goals for Alpha Research Institute are:

	·	To increase its revenue from clinical trials from $706,008 in the year ended May 31, 2021, to $1,500,000. To achieve this goal, the number of Alpha Research Institute’s employees will be increased from its present 6 to approximately 35, comprising approximately 25 employees in the Houston office and approximately 10 patient recruiters, for which the Company will need to spend approximately $525,000.
	·	To obtain new contacts with health professionals, sponsors and CROs to obtain new and diverse clinical trials at an approximate cost of $30,000.
	·	To contract with at least ten new principal investigators, specializing in various areas of medicine, including cancer, PTSD, rare diseases and glaucoma, and organize six training programs on clinical research for health professionals at an approximate cost of $100,000.
	·	To conduct at least six seminars in Houston with the expectation of generating relationships with personnel in the U.S. pharmaceutical industry in charge of finding new clinical trials at the cost of approximately $20,000.

The total cost of these goals is approximately $675,000.

Pharmacology University

The Company’s principal goals for Pharmacology University are:

	·	To resume and increase classroom and seminar teaching, which involved approximately four classrooms in two countries, generating revenues of approximately $38,440, to 20 classrooms in 5 countries, generating revenues of $1,000,000, at an approximate cost of $250,000.
	·	To increase the number of annual paid subscriptions to Cannabis World Journals to at least 5,000, which will require better positioning and improving traffic on the internet and social media by using search engine optimization (SEO) and search engine marketing (SEM) strategists at an approximate cost of $50,000.
	·	To increase our portfolio of cannabis-related educational material from 50 eBooks in five languages, 154 online videos in five languages, and over 13,000 minutes of audio in 5 languages to 150 eBooks in five languages, 300 online videos in more than 100 languages, and over 40,000 minutes of audio in five languages, generating revenues of $1,500,000 at an approximate cost of $200,000.
	·	To sell the above educational materials to third parties, who would resell them worldwide on their platforms, we will need to increase our sales staff and supervisors. We believe that this activity could generate revenues of $500,000 at an approximate cost of $100,000.

The total cost of these goals is approximately $600,000.

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Alpha Fertility and Sleep Center

The Company’s principal goals for AFSC are:

	·	To expand the existing facility to be capable of performing sleep tests for 20 patients per month, with a view to opening a second facility having a larger capacity and a complete laboratory, generating revenues of $2,500,000 at an approximate cost of $800,000.
	·	Add additional staff for in-house sleep studies at an approximate cost of $350,000.

The total cost of these goals is approximately $1,150,000.

The Company intends to devote its manpower and capital resources to execute its business plan, which it believes will enable it to become profitable. No assurance can be given, however, that the Company can obtain any of the goals set forth above, in whole or in part.

Even if the Company sells all of the shares of Common Stock offered by it under this Prospectus, it will need to obtain additional financing to attain the above goals. For further information regarding the Company’s capital needs and its ability to make distributions to us. PRC accounting standardsmeet them, see “Management’s Discussion and regulations currently permit paymentAnalysis of dividends only outFinancial Condition and Results of accumulated profits, a portion of which must be set aside to fund certain reserve funds. Our inability to receive all of the revenues from Beijing Concrete’s operations may in turn provide an additional obstacle to our ability to pay dividends on our common stock in the future. Additionally, because the PRC government imposes controls on the convertibility of RMB into foreign currenciesOperations – Liquidity and in certain cases, the remittance of currency out of the PRC, shortages in the availability of foreign currency may occur, which could restrict our ability to remit sufficient foreign currency to pay dividends.

17

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Capital Resources.”

DIVIDEND POLICY

We currently intend to retain any future earnings to finance the development and growth of our business and do not anticipate declaring or paying cash dividends on our Common Stock in the foreseeable future, but will review this policy as circumstances dictate.future. If inwe raise capital through borrowing, the future we are ableterms of the related instruments may restrict our ability to pay dividends and determine it is in our best interestor make distributions. Future determination to do so, suchdeclare cash dividends will be paidmade at the discretion of theour Board, of Directors after taking into account varioussubject to applicable laws, and will depend on many factors, including our financial condition, operating results of operations, capital requirements, contractual restrictions, contained in any future financing instrumentsgeneral business conditions and such other factors as the Board deemsmay deem relevant.

SELLING STOCKHOLDERS

This prospectus relates

CAPITALIZATION

The following table sets forth our capitalization as of August 31, 2022, and as adjusted at that date to give effect to the issuance of all of the shares offered by this Prospectus at the Fixed Offering Price.

		As of August 31, 2022
		Actual				As Adjusted
Long-term debt:		$	–			$	–
Stockholders’ equity:
Common Stock			–				–
Series A Preferred			2,500				2,500
Series B Preferred			–				–
Additional paid-in capital			3,384,105				8,384,105
Accumulated deficit			(3,861,280	)			(3,861,280	)
Total capitalization (stockholders’ deficit)		$	(497,175	)		$	4,525,325

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DILUTION

If you invest in the Commons Stock, your ownership interest will be diluted to the extent of the difference between the offering by the Selling Stockholdersprice per share of shares of our Common Stock held byand the Selling Stockholders identified inpro forma as adjusted net tangible book value per share of Common Stock immediately after this offering. Dilution results from the table below. Eachfact that the per share offering price of the Selling Stockholders acquired our Common Stock as an investor inis substantially higher than the Private Placement completed on March 11, 2010, pursuantbook value per share attributable to a Subscription Agreement dated March 5, 2010 (the “Subscription Agreement”). Allour existing stockholders. Pro forma net tangible book value per share represents the amount of the Selling Stockholders are “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

The table set forth below lists the names of the Selling Stockholders as well asstockholders’ equity (deficit), excluding intangible assets, divided by the number of shares of Common Stock acquired by the Selling Stockholders pursuantoutstanding at that date, without giving effect to the Subscription Agreement, all of which are being offered hereby. Except as noted below, noneconversion of the Selling StockholdersSeries A Convertible Preferred Stock, which is a broker-dealerconvertible into shares of Common Stock, but cannot be so converted, now or an affiliate of a broker-dealer. Excepted as noted below, none of the Selling Stockholders has or has had within the past three years any position, office, or other material relationship with the Company or any of its predecessors or affiliates.

Each selling stockholder may offer for sale all or part of the shares from time to time. The table below assumes that the Selling Stockholders will sell all of the shares offered for sale. A selling stockholder is under no obligation, however, to sell any shares immediately pursuant to this prospectus, nor is a selling stockholder obligated to sell all or any portion of its shares at any time.

Name of Selling Stockholder		Total Number and Percentage of  Shares of Common Stock  Beneficially Owned Prior to the  Offering (1) (2)								Maximum  Number  of Shares  to be Sold				Total Number and  Percentage of Shares  Beneficially Owned  After the  Offering (2)(4)
Ancora Greater China Fund LP (5)			128,205				1.00	%			128,205				0				-
Chunxiao Sun			25,641					(3)			25,641				0				-
Daisy C. Stone			12,820					(3)			12,820				0				-
Zhi Wung			25,641					(3)			25,641				0				-
Greg P. Ligenza			6,500					(3)			6,500				0				-
Hermes Partners, LP (6)			32,500					(3)			10,000				22,500					(3)
IRG TMT Asia Fund (7)			52,000					(3)			52,000				0				-
Dennis Bumanis			6,924					(3)			6,924				0				-
Markets Edge Ltd. (9)			12,821					(3)			12,821				0				-
Pandora Select Partners, LP (10)			205,128				1.60	%			205,128				0				-
Concentra Trust ITF Paradigm Managed Accounts (11)			576,924				4.50	%			384,616				192,308				1.50	%
Silver Rock I, Ltd. (12)			130,000				1.00	%			40,000				90,000					(3)
Whitebox Combined Partners (13)			751,282				5.90	%			256,410				494,872				3.90	%
Whitebox Special Opportunities Fund Series B Partners, LP (14)			51,282					(3)			51,282				0				-

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(1)

As of October 11, 2010, we had outstanding 12,930,620 shares of Common Stock. Under applicable SEC rules, a person is deemed to beneficially own securities which he has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security, and also is deemed to be the “beneficial owner” of a security with regard to which he directly or indirectly has or shares (a) voting power (which includes the power to vote or direct the voting of the security), or (b) investment power (which includes the power to dispose, or direct the disposition, of the security), in each case irrespective of the person’s economic interest in the security. Each Selling Stockholder has the sole investment and voting power with respect to all shares of Common Stock shown as beneficially owned by such Selling Stockholder, except as otherwise indicated in the table.

(2)

In determining the percent of Common Stock beneficially owned by a Selling Stockholder on October 11, 2010, (a) the numerator is the number of shares of Common Stock beneficially owned by such selling stockholder, including shares the beneficial ownership of which may be acquired within 60 days through the exercise of the warrants, if any, held by that selling stockholder, and (b) the denominator is the sum of (i) the 12,930,620 shares of Common Stock outstanding on October 11, 2010, and (ii) the aggregate number of shares of Common Stock that may be acquired by such selling stockholder within 60 days upon the conversion of convertible securities and the exercise of the warrants held by the selling stockholder.

(3)

Less than 1%.

(4)

Assumes the sale of all shares offered by the Selling Stockholders.

(5)

John P. Micklitsch has the voting and investment powers over the shares held by Ancora Greater China Fund LP. Ancora Greater China Fund LP is an affiliate of a broker-dealer and certified to us that it bought the above mentioned securities in the ordinary course of business, and at the time of the purchase of these securities, it had no agreements or understandings, directly or indirectly, with any person to distribute these securities.

(6)

Includes 7,500 shares issuable upon exercise of a warrant issued in connection with the Amendment dated March 5, 2010 to the Subscription Agreement dated October 16, 2009. Paul Flather has the voting and investment powers over the shares held by Hermes Partners, LP.

(7)

Matthew Burlage has the voting and investment powers over the shares held by IRG TMT Asia Fund.

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(9)

Majed Soueidan has the voting and investment powers over the shares held by Markets Edge Ltd.

(10)

Andrew J. Redleaf has the voting and investment powers over the shares held by Pandora Select Partners, LP.

(11)

Includes 64,103 shares issuable upon exercise of a warrant issued in connection with the Amendment dated March 5, 2010 to the Subscription Agreement dated October 16, 2009. Kyle Kozuska has the voting and investment powers over the shares held by Concentra Trust ITF Paradigm Managed Accounts (“Concentra”). In connection with the investment made by Concentra, Paradigm Portfolio Management Corporation received a cash commission of $120,000 and Meckelborg Financial Group, Inc. was issued a warrant to purchase 23,077 shares of our common stock at an exercise price of $3.90 per share. Paradigm Portfolio Management Corporation and Meckelborg Financial Group, Inc. are affiliates of Concentra.

(12)

Includes 30,000 shares issuable upon exercise of a warrant issued in connection with the Amendment dated March 5, 2010 to the Subscription Agreement dated October 16, 2009. Rima Salam has the voting and investment powers over the shares held by Silver Rock I, Ltd.

(13)

Includes 64,103 shares issuable upon exercise of a warrant issued in connection with the Amendment dated March 5, 2010 to the Subscription Agreement dated October 16, 2009. Andrew J. Redleaf has the voting and investment powers over the shares held by Whitebox Combined Partners.

(14)

Andrew J. Redleaf has the voting and investment powers over the shares held by Whitebox Special Opportunities Fund Series B Partners, LP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under the heading “Risk Factors.”

Overview

China Infrastructure Construction Corporation (the “Company”, “China Infrastructure”, “CHNC”, “We”, “Our”) was organized in Colorado on February 28, 2003. The Company through its subsidiaries in Hong Kong and the People’s Republic of China (“PRC” or “China”), engages in production of ready-mixed concrete for developers and the construction industry in the PRC. The Company primarily operates through its indirect majority-owned subsidiary, Beijing Chengzhi Qianmao Concrete Co., Ltd. (“Beijing Concrete”), a company organized under the laws of the PRC.

Beijing Concrete currently has four production facilities. One facility is located in the Nanhaizi area, on the west side of the Yizhuang economic development zone in Beijing, one is in Shidu, a suburban area of Beijing, one is in Xi’an West New High-tech Zone, and another one is located at the Tangshan harbor, about two hundred kilometers from Beijing. The plant located in Xi’an was put into operation at the end of March 2010.

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Results of Operations

Three months ended August 31, 2010 Compared to Three months ended August 31, 2009

Net Revenue

Net Revenue for the three months ended August 31, 2010 were $21,187,530foreseeable future, on an economically rational basis.

Our historical net tangible book value (deficit) as compared to $12,255,728 forof ___________ ___, 2023, was $____________, or $_______ per share of Common Stock. Our historical net tangible book value (deficit) is the same period last year, an increase of $8,931,802, or approximately 72.88%. The increase in net revenue is mainly attributable to our geographic expansion. We had set up new factories in Xi’an and Shidu in 2010. The sales volume of concrete products increased approximately 125.09% for the three months ended August 31, 2010 as compared to the same period last year. The increase in net revenue is also attributable to technical services we provided to a Tianjin concrete producer from late March 2010. These services generated approximately $1.22 million in net revenue for the three months ended August 31, 2010.

Costs of Goods Sold

Cost of goods sold for the three months ended August 31, 2010 was $15,054,017 as compared to $9,849,045 for the same period last year, an increase of $5,204,972, or approximately 52.85%. The increase in cost of goods sold is with mainly because of the increase of the net revenue.

Gross Profit

Gross profit for the three months ended August 31, 2010 was $6,133,513, an increase of $3,726,830 or approximately 154.85%, as compared to $2,406,683 for the same period last year. The increase in gross profit is attributable to the increase of sales due to geographic developmentamount of our business,total tangible assets, less our business expansion into technical service, and vertical integration with one sand and stone vendor.

Gross Profit Margin

Gross profit margin for the three months ended August 31, 2010 was 28.95%, compared to 19.64% for the same period last year. The increase of the gross profit margin is mainly because technical service provided a higher margin, and the integration with one sand and stone company lowered the cost of goods sold.

General and Administrative Expenses

General and administrative expenses for the three months ended August 31, 2010 were $1,442,310, as compared to $388,940 for the same period last year, an increase of $1,053,370, or approximately 270.83%. The increase of the general and administrative expenses was primarily due to expansion of business and due to increased professional expenses as a public company.

Operating Income

Our operating income for the three months ended August 31, 2010 was $4,691,203, an increase of $2,673,460 or approximately 132.50%, as compared to $2,017,743 for the same period last year. The increased income was due to the increased sales revenue from our business expansion geographically and toward higher margin business.

Income Taxes

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the three months ended August 31, 2010 and 2009:

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		2010				2009
U.S. Statutory rates			34.0	%			34.0	%
Foreign income not recognized in USA			(34.0	)			(34.0	)
China income taxes			25.0				0
China income tax exemption			16.2				0
Total provision for income taxes			8.8	%			0	%

USA

The Company and its subsidiaries are subject to income taxes on an entity basis on income arising in, or derived from, the tax jurisdiction in which they operate. As the Group has no income generated in the United States, there was no tax expense or tax liability due to the Internal Revenue Service of the United States as of August 31, 2010 and May 31, 2010.

Hong Kong

As the Group has no income generated in Hong Kong, there was no tax expense or tax liability due to the tax rule of Hong Kong as of August 31, 2010 and May 31, 2010.

People’s Republic of China (PRC)

Under the Income Tax Laws of the PRC, the Company’s subsidiaries are generally subject to an Enterprise Income Tax (EIT) at a standard rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments.

Beijing Concrete is subject to a special tax exemption approved by the PRC tax department. The exemption of income tax to the Company will last until December 31, 2010, and from year 2011, the Company will be subject to an income tax at a standard rate of 25%.

BFCM has an accumulated operating loss, thus there is no income tax expense for BFCM. The Company has not recorded deferred taxes, as valuation allowances were provided because all significant differences in tax basis and financial statement amounts are permanent differences.

		For the three months ended August 31,
Income tax expenses		2010				2009
Current tax		$	-			$	-
Change in deferred tax assets			39,949				-
Change in valuation allowance			(39,949	)			-
Total		$	-			$	-

Hongruida is subject to a 25% income tax rate. According to Chinese tax law, the income tax will be calculated at the year end. As of August 31, 2010, the Company has accrued tax payable of $406,203 for income tax expenses for Hongruida.

The estimated tax savings due to the tax exemption for the three months ended August 31, 2010 and 2009 amounted to approximately $1,229,473 and $506,516, respectively. Thetotal liabilities. Historical net effect on earningstangible book value (deficit) per share if the income tax had been applied would decrease the basic and diluted earnings per share for the three months ended August 31, 2010represents historical net tangible book value (deficit) divided by $0.10 and $0.10, respectively. The net effect on earnings per share if the income tax had been applied would decrease the basic and diluted earnings per share for the three months ended August 31, 2009 by $0.33 and $0.33, respectively.

Net Income Attributable To China Infrastructure Construction Corporation

Net income was $3,976,449 for the three months ended August 31, 2010, an increase of $2,069,646 or approximately 108.54%, as compared to $1,906,803 for the same period last year. The increase was primarily due to the increased sales from our business expansion geographically and toward higher margin business.

Fiscal Year Ended May 31, 2010 Compared to Fiscal Year Ended May 31, 2009

Net Revenue

Net revenue for the fiscal year ended May 31, 2010 was $73,998,463 as compared to $66,778,296 for the same period last year, an increase of 10.81%. The increase in net revenue is mainly attributable to our geographic expansion. We had set up new factories in Xi’an and Shidu. The sales volume of concrete products increased approximately 28.61% for the fiscal year ended May 31, 2010 as compared to the same period last year. The increase in net revenue is also attributable to technical services we provided to a Tianjin concrete producer from late March 2010. These services generated approximately $1.26 million in net revenue. Since March 2010, we have also leased stone and sand equipment from a supplier. Starting from April 2010, all sand and stone produced by this equipment were exclusively supplied to us. This contributed approximately $0.90 million to our net revenue. We also have less sales commission accrued to offset sales revenue for the year ended May 31, 2010 than 2009.

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Cost of Goods Sold

Cost of goods sold for the fiscal year ended May 31, 2010 was $55,960,792 as compared to $53,776,934 for the same period last year, an increase of 4.06%. The increase in cost of goods is attributable to the increase of sales due to the geographic development of our business.

Gross Profit

Gross profit for the fiscal year ended May 31, 2010 was $18,037,671, an increase of approximately 38.7%, as compared to $13,001,362 for the fiscal year ended May 31, 2009. The increase in gross profit is attributable to the increase of sales due to geographic development of our business, our business expansion into technical service, and vertical integration with one sand and stone vendor.

Gross Profit Margin

Gross profit margin for the fiscal year ended May 31, 2010 was 24.38%, compared to 19.47% for the same period last year. The increase of the gross profit margin is mainly because technical service provided a higher margin, and the integration with one sand and stone company lowered the cost of goods sold.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the fiscal year ended May 31, 2010 were $31,323,026 as compared to $1,931,333 for the same period last year, an increase of $29,391,693, or approximately 1,521.83%. The increase of the selling, general and administrative expenses was primarily due to increased professional expenses as a public company. A one-time non-cash compensation expense of $27,422,242 and a non-cash stock option expense of $199,003 were included in the selling, general, and administrative expenses for the year ended May 31, 2010. 

Operating Income (Loss)

Our operating loss for the fiscal year ended May 31, 2010 was $13,285,355, a decrease in operating income of $24,355,384, or approximately 220.01%, as compared to $11,070,029 in operating income for the fiscal year ended May 31, 2009. The decrease was mainly due to the $27,422,242 one-time non-cash compensation expense and $199,003 non-cash stock option expense included in the selling, general, and administrative expenses for the year ended May 31, 2010.

Income Taxes

During the fiscal year ended May 31, 2010, our business operations were solely conducted by our subsidiaries incorporated in the PRC and we are governed by the PRC Enterprise Income Tax Laws.  PRC enterprise income tax is calculated based on taxable income determined under PRC GAAP. In accordance with the Income Tax Laws, a PRC domestic company is subject to enterprise income tax at the rate of 25%.

However, Beijing Concrete, our PRC subsidiary, is considered by the respective tax authorities a resource multipurpose utilization enterprise, which qualifies it for an exemption from income tax until December 31, 2010.

Net Income (loss) Attributable To China Infrastructure Construction Corporation

Net loss was $13,434,410 for the fiscal year ended May 31, 2010, compared to net income of $10,461,209 in the last fiscal year, a decrease in net income of $23,895,619, or approximately 228.42%. The decrease was primarily due to the $27,422,242 one-time non-cash compensation expense and a $199,003 non-cash stock option expense included in the selling, general, and administrative expenses for the year ended May 31, 2010.

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Liquidity and Capital Resources

As of August 31, 2010, we had cash and cash equivalents of $903,715. We have historically funded our working capital needs from operations, advance payments from customers, bank borrowings, and capital from shareholders. Our working capital requirements are influenced by the level of our operations, the numerical and dollar volume of our project contracts, the progress of our contract execution, and the timing of accounts receivable collections.

The following table sets forth a summary of our cash flows for the periods indicated:

		Three Months Ended August 31
		2010				2009
		Unaudited				Unaudited
Net cash provided by (used in) in operating activities		$	333,664			$	(878,009	)
Net cash provided by (used in) investing activities			(197,832	)			557,158
Net cash used in financing activities			(339,217	)			(564,419	)
Effect of exchange rate change on cash and cash equivalents			4,212				84
Decrease in cash and cash equivalents			(199,164	)			(885,186	)
Cash and cash equivalents, beginning balance			1,102,879				921,841
Cash and cash equivalents, ending balance			903,715				36,655

Operating Activities

Net cash provided by operating activities was $333,664 for the three months ended August 31, 2010, an increase of $1,211,673, or 138.0%, as compared to $878,009 net cash used in operating activities for the same period last year. The increase of net cash used in operating activities was due to the increase of trade accounts payable. Accounts receivable increased as well. The trade accounts receivable increased because of the growing sales. We typically had long-term annual and multi-year contracts with our major customers. We entered into varying payment terms with our customers ranging from payment before delivery, payment on delivery or up to 1 year after the project completion. As of August 31, 2010, trade accounts receivable with aging over twelve months old amounted to $1,851,085, only 2.97% of total trade accounts receivable.

Investing Activities

Net cash used in investing activities was $197,832 for the three months ended August 31, 2010, a decrease of $754,990 or approximately 135.51%, as compared to $557,158 net cash provided by investing activities for the same period last year. The decrease of net cash provided by investing activities was primarily due to the increased investments of property, plant, and equipment and less proceeds from related party receivable.

Financing Activities

Net cash used in financing activities was $339,217 for the three months ended August 31, 2010, a decrease of $225,202, or 39.90%, compared to $564,419 for the same period last year. The decrease was primarily due to less payment to proceeds from related party payable.

As of May 31, 2010, we had cash and cash equivalents of $1,102,879. We have historically funded our working capital needs from operations, advance payments from customers, bank borrowings, and capital from shareholders. Our working capital requirements are influenced by the level of our operations, the numerical and dollar volume of our project contracts, the progress of our contract execution, and the timing of accounts receivable collections.

The following table sets forth a summary of our cash flows for the periods indicated:

		Fiscal Year Ended May 31
		2010				2009
Net cash provided by (used in) operating activities		$	(10,208,535	)		$	2,277,902
Net cash used in investing activities			(4,015,685	)			(2,375,085	)
Net cash provided by financing activities			14,408,077				123,861
Effect of exchange rate change on cash and cash equivalents			(2,819	)			58,185
Net increase in cash and cash equivalents			181,038				84,863
Cash and cash equivalents, beginning balance			921,841				836,978
Cash and cash equivalents, ending balance			1,102,879				921,841

Operating Activities

Net cash used in operating activities was $10,208,535 for the fiscal year ended May 31, 2010, a decrease of $12,486,437, or 548.16%, as compared to net cash of $2,277,902 provided by operating activities for the fiscal year ended May 31, 2009. The decrease of net cash used in operating activities was due to the increase of trade accounts receivable. The trade accounts receivable increased because of the growing sales. We typically had long-term annual and multi-year contracts with our major customers. We entered into varying payment terms with our customers ranging from payment before delivery, payment on delivery or up to 1 year after the project completion. As of May 31, 2010, trade accounts receivable with aging over twelve months old amounted to $339,034, or only 0.63% of total trade accounts receivable.

Investing Activities

Net cash used in investing activities was $4,015,685 for the fiscal year ended May 31, 2010, an increase of $1,640,600, or 69.08%, compared to $2,375,085 for the fiscal year ended May 31, 2009. Acquisitions of plant, properties and equipment were the main contributors to the increase of net cash used in investing activities.

Financing Activities

Net cash provided by financing activities was $14,408,077 for the fiscal year ended May 31, 2010, an increase of $14,284,216, or 11,532.46%, compared to $123,861 for the fiscal year ended May 31, 2009. The increase was primarily due to the sale of stock by the Company to investors resulting in net proceeds of $13,234,406 and receipt of a bank loan of $1,319,760.

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Critical Accounting Policies and Estimates 

Management's discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. See note 3 to our consolidated financial statements, "Summary of Significant Accounting Policies." Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that the following reflect the more critical accounting policies that currently affect our financial condition and results of operations.

Revenue recognition

The Company receives revenue from sales of concrete products and from provision of concrete pumping service and consulting service. The Company's revenue recognition policies are in compliance with ASC 605 (previously Staff Accounting Bulletin 104). Sales revenue is recognized at the date of shipment to customers or services have been rendered when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Our sales are non-returnable. Therefore, we do not estimate deductions or allowance for sales returns. Sales are presented net of any discounts, reward, or incentive given to customers.  Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Our products delivered to customers would be checked on site by customers and, once the products are accepted by customers, they will sign the acceptance notice. There is no warranty issue after the delivery.

Reward or incentive given to our customers is an adjustment of the selling prices of our products, therefore, the consideration is characterized as a reduction of revenue when recognized in our income statement.

The Company recognizes its revenues net of value-added taxes (“VAT”).  The Company is subject to VAT which is levied at the rate of 6% on the invoiced value of sales. However, the Company enjoys a free VAT policy according to the national policy, which encourages the development of the cement industry if the manufacturer satisfies the environmental protection requirements. The Company has enjoyed the free VAT policy from January 1, 2006 and has been reviewed every year by the local tax bureau.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. Management believes that the estimates utilized in preparing its financial statements are reasonable and prudent. Actual results could differ from these estimates.

Inventories

Inventories are stated at the lower of cost, determined on a weighted average basis, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

BUSINESS

Overview

China Infrastructure Construction Corporation (the “Company”) was organized in Colorado on February 28, 2003. The Company, through its subsidiaries in Hong Kong and the People’s Republic of China (“PRC” or “China”), engages in production of ready-mixed concrete for developers and the construction industry in the PRC. The Company primarily operates through its indirect majority-owned subsidiary, Beijing Chengzhi Qianmao Concrete Co., Ltd. (“Beijing Concrete”), a company organized under the laws of the PRC.

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Corporate History

The Company was organized in Colorado on February 28, 2003 as a limited liability company under the name “Fidelity Aircraft Partners LLC,” and on December 16, 2004 converted itself into Fidelity Aviation Corporation by filing a Statement of Conversion and Articles of Incorporation with the Colorado Secretary of State. At that time we were engaged in the business of salvaging rotable parts and systems from airframes and selling them to the aviation industry. In 2008, we began to pursue an acquisition strategy, whereby we sought to acquire an undervalued business with a history of operating revenues in markets that provide room for growth.

On October 8, 2008, the Company consummated a share exchange transaction pursuant to that certain Share Exchange Agreement, as a result of which Northern Construction Holdings, Ltd., a Hong Kong limited company (“NCH”) became our wholly-owned subsidiary. Beijing Fortune Capital Management, Ltd., a PRC limited liability company (“BFCM”), a 95% owned subsidiary of NCH, became our indirect majority-owned subsidiary. The remaining 5% equity interest in BFCM is held by Beijing Xingyuqing Tech Co., Ltd., controlled by Mr. Bingchuan Xiao, a former director of the Company. BFCM owned 99.5% of the equity interest in Beijing Chengzhi Qianmao Concrete Co., Ltd. (“Beijing Concrete”), which enabled us to acquire the business and substantially all of the assets of Beijing Concrete. The remaining 0.5% in Beijing Concrete is owned by Mr. Rong Yang, one of the original founders of Beijing Concrete and our current chief executive officer and director. For accounting purposes, the share exchange transaction was treated as a reverse acquisition with NCH as the acquirer and the Company as the acquired party. Following the share exchange, we evaluated the future market for our aircraft parts business and resolved not to pursue this line of business any further.

On January 15, 2010, Beijing Concrete increased its registered capital from RMB 15 million (approximately $2.2 million) to RMB 30 million (approximately $4.4 million) and BFCM increased its investment in Beijing Concrete accordingly. Its share capital increased from RMB 10 million (approximately $1.47 million) to RMB 15 million (approximately $2.2 million). As a result, BFCM owns 99.67% of Beijing Concrete from January 15, 2010.

On February 1, 2010, Beijing Concrete formed a subsidiary, Shaanxi Hongruida Concrete Ltd. (“Hongruida”) and contributed RMB 10 million (approximately $1.47 million) to its capital. Beijing Concrete is the sole shareholder of Hongruida. Hongruida was organized to implement the 10-year strategic cooperative agreement with one of the Company’s major clients, China Railway Construction Group Co., Ltd (“CRCG”). Under the Agreement, the Company and CRCG will jointly manage the concrete mixing stations to be operated by Hongruida. CRCG will provide the cement for manufacturing the concrete mix in such concrete mixing stations, and will be able to purchase the concrete mix at discounted prices. Also, in accordance with the Agreement, each party will lease certain equipment to the concrete mixing stations.  The Company and CRCG will share 75% and 25% of the annual profits of such concrete mixing stations in Xi’an. Hongruida commenced its operations at the end of March 2010.

Effective August 24, 2009, the Company changed its name from Fidelity Aviation Corporation to China Infrastructure Construction Corporation.

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Our current corporate structure is set forth in the following diagram:

Recent Developments

On September 28, 2009, the Company effectuated a 1-for-10 reverse stock split of the Company’s common stock, with no par value (the “Reverse Stock Split”). Upon the Reverse Stock Split, ten (10) shares of the outstanding common stock were automatically converted into one (1) share of common stock. The Reverse Stock Split, however, did not alter the number of shares the Company is authorized to issue, but only reduced the number of shares of its common stock issued and outstanding. Any fractional share issuedour Common Stock outstanding as a resultof ___________ ___, 2023.

After giving effect to our sale in the offering of the reverse split was rounded up.

On October 14, 2009, to provide incentives to the Company’s management and to adjust the Company’s capital structure, the Company issued to Rui Shen, the majority shareholder of the Company, an aggregate of 7,031,344 shares of common stock (after taking into account the 1-for-10 reverse stock split which took effect on September 28, 2009).

On October 16, 2009, the Company entered into and consummated the sale of securities pursuant to a Subscription Agreement with a number of investors, providing for the sale to the investors of an aggregate of approximately 2,564,103 shares of common stock for an aggregate purchase price of approximately $10,000,000 (or $3.90 per Share). In connection with the private placement, the Company issued to the placement agent warrants to purchase 153,846 shares of Common Stock exercisable for a period of five years at an exercise price of $3.90 per share. Additionally, the Company issued to a financial advisor in the PRC 288,963 shares of common stock. Under the Subscription Agreement, the Company agreed to deliver additional shares of common stock to the investors on a pro rata basis for no additional consideration in the event that the Company’s after tax net income for each of the fiscal years ending May 31, 2010 and 2011 is less than $14,000,000 and $18,000,000, respectively, subject to certain adjustments (such as exclusion of non-cash charges and expenses required to be recognizedoffered by the Company underat an assumed initial public offering price of $_________ per share, the United States generally accepted accounting principles), which numbermidpoint of sharesthe price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of ___________ ___, 2023, would be calculated using the percentagehave been approximately $______________, or $_____ per share of variation between the actual net income and the target net income.

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On March 5, 2010, the Company and theCommon Stock. This represents an immediate dilution of $____ per share to investors purchasing shares in the October 2009 private placement (the “2009 Investors”) entered into an Amendment to the Subscription Agreement dated October 16, 2009. The Amendment modified certain covenants to which the Company had previously agreed pursuant to the Subscription Agreement, including exemption of the private placement described below from certain restrictions on subsequent offerings.

Under the Amendment, the Company agreed to file a registration statement covering the securities issued in the October 2009 private placement (the “Registrable Shares”), if at anytime after December 31, 2010 not all of the Registrable Shares may be sold without registration pursuant to Rule 144 under the 1933 Act. Such registration statement shall be filed within 45 days after receipt of a written demand from the 2009 Investors representing not less than 50% of the then outstanding Registrable Shares. The 2009 Investors also have piggy-back registration rights exercisable after December 31, 2010 with respect to the Registrable Shares that may not be sold without registration pursuant to Rule 144.

In consideration of the Amendment, the Company agreed to issue to the 2009 Investors warrants to purchase in the aggregate approximately 1,281,083 shares of Common Stock at an exercise price of $6.00 per share. The Company also agreed for the after tax net income target for fiscal year 2011 to be increased to $19.8 million from $18.0 million if the Company does not complete a public offering on or before the date on which it releases its 2011 net income data in a Form 10-K filed with the SEC. Under the Amendment, the Company agreed to deliver additional shares of common stock to the 2010 Investors who invest in the private placement described below ("2010 Private Placement") on a pro rata basis for no additional consideration in the event that the Company’s after tax net income for each of the fiscal years ending May 31, 2010 and 2011 is less than $14,000,000 and $18,000,000 (or $19,800,000 as applicable) respectively subject to certain adjustments (such as exclusion of non-cash charges and expenses required to be recognized by the Company under the United States generally accepted accounting principles), which number of shares should be equal to the percentage of variation between the actual net income and the target net income (the “Adjustment Percentage”). The number of such additional shares shall equal the Adjustment Percentage, times the number of shares of Common Stock acquired by the 2009 Investor in the 2010 Private Placement, minus the Adjustment Percentage times the number of shares acquired by such investor in the October 2009 private placement which have been sold by the investor as of the date on which the Company releases its respective net income data in a Form 10-K filed with the SEC.

On March 11, 2010, the Company consummated a private placement pursuant to a Subscription Agreement dated March 5, 2010 with a number of investors, providing for the sale to the investors of an aggregate of approximately 1,282,091 shares of common stock for an aggregate purchase price of approximately $5,000,000 (or $3.90 per Share). In connection with the private placement, the Company issued to the placement agent a warrant to purchase 46,154 shares of common stock exercisable for a period of five years at an exercise price of $3.90 per share and paid a transaction fee of $240,000. Additionally, the Company issued to a finder a warrant to purchase 23,077 shares of common stock exercisable for a period of five years at an exercise price of $3.90 per share and paid a transaction fee of $120,000.

Our Business

Through our indirect subsidiary Beijing Concrete, which has been engaged in the concrete business since January 2002, we are operating as a producer of advanced ready-mix concrete materials headquartered in Beijing, China. The Company specializes in the production of ready-mix concrete and other types of concrete for developers in the construction industry.  The Company currently is certified by the Chinese Ministry of Construction to produce certain types of concrete (model C20 to model C60) for residential and commercial developers as well as for industrial companies. The Company currently is applying for certification to produce all types of concrete.

The Company currently owns two stationary factories and two mobile concrete mix stations, which in total have eight ready-mix concrete batching plants. In addition, it owns 5 concrete transport pumps, 54 truck transit mixers and 3 bulk cement transport vehicles.  All pump vehicles and trucks are installed with GPS tracking systems, which ensure the quality control and safe delivery of the concrete mix.

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The Company currently has an annual output capacity of approximately 3.5 million cubic meters of concrete. In fiscal years 2010 and 2009, the Company’s revenues amounted to $73.3 million and $66.8 million, respectively.  All of the Company’s products have been certified by the ISO9001-2000 Certification Quality System and by the Chinese Ministry of Construction Beijing Branch Certification Center with respect to Integrated Certification System which includes Quality Management System, Environmental Management System and Occupational Health and Safety Management System.

Over the past six years, we have successfully expanded our operations from a single ready-mix concrete factory in Beijing to additional production in the cities of Tangshan and Xi’an. Currently, the Company has four main concrete factories. Of these, one factory has two sets of ready-mix HZS120 series concrete mixing towers and one set of Betomix 3.0A-R/DW series mixing towers, one factory has one set of HZS120 series mixing towers, one factory has two sets of HZS120 series mixing towers, and one factory has two sets of HZS180 series mixing towers. One facility is located in Beijing’s Nanhaizi area, on the west side of the Yizhuang Economic Development Zone in southern Beijing. Another facility is located in Shidu, on the outskirts of Beijing. We also had two facilities, both of which are mobile stations, in the Tangshan Development Zone, about two hundred kilometers east of Beijing. We combined these two facilities into one to better utilize our resources. Our newest facility is located in Xi’an, central China. The Company also completed the construction of a stationary concrete factory in Tangshan in May 2009. However, this factory has not commenced operation and it has not passed the first review by the Tangshan Commission of Construction due to a particular feature of the subsoil that the foundation of the facility is built upon. The Company has recently entered into an agreement for the sale of the Tangshan plant to a third party for RMB25,974,631 (approximately $3,819,799). The purchase price shall be paid in installments over four years starting from September 1, 2010. If there is a delay in payments for more than 10 days, we will be entitled to liquidated damages equal to 4% of the purchase price. If the delay lasts for more than 10 days, we will have the right to terminate the agreement and will be entitled to liquidated damages equal to 20% of the purchase price.

The following summarizes the details of the two factories and two mobile stations as of October 11, 2010:

Location		Batching Plants   Model		Number   of Sets   of   Mixing   Towers		Production   capacity (m3)			Estimated   Production Capacity   (based on   estimated   utilization   rate)			Status
Beijing (Yizhuang)		2 HZS 120 1 Betomix 3.0A-R/DW (Stationary)		3			3,679,200			1,287,720		Operating since 2002
Beijing (Shidu)		HZS 120 (Mobile)		1			1,051,200			367,920		Operating since February 2010
Tangshan Caifeidian		HZS 120 (Mobile)		2			2,102,400			735,840		Operating since November 2009
Xi’an		HZS 180 (Stationary)		2			3,153,600			1,103,760		Operating since March 2010

The Company is planning to build two additional stationary concrete factories with two batching plants of 3.5 million cubic meters production capacity and one mobile station with one batching plant of 2 million cubic meters production capacity during the fiscal year ended May 31, 2011. We are currently considering acquiring potential target companies as well.

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The Company is committed to conducting its operations with an emphasis on the efficient production, management and innovation of our concrete products. In particular, we produce “Green Concrete” by extensively using recycled industrial waste and minimizing the energy consumption and the dust and air pollution. We believe that we are able to meet the stringent environmental and technical needs of a rapidly growing market in China. The types of projects for which we provide concrete include large express railways, bridges, tunnels, skyscrapers, and dams. Many competitors are not able to participate in such projects due to technical requirements and the limitations of funding and information.

Our Industry

We believe that as its economy has opened and become more developed and vibrant since the 1990s, China plays a more and more important role in the concrete industry as both a producer and user of concrete and concrete products.  China is the world’s largest producer of cement and its output of cement reached up to 1.38 billion tons in 2008 and 1.63 billion tons in 2009. Cement production has grown about 10 percent per year over the past two decades and is now growing even faster to keep up with massive urbanization. Today, China produces roughly half of the total cement in the world, whereas the next three largest producers, India, Japan, and the United States altogether produce less than 20 percent. (Source: Chengdu Xinbotelan Technology Inc.; see www.snsqw.com )

Cement consumption in China is forecast to rise by 6% annually through 2012, reaching 1.8 billion tons, according to a new study, "Cement in China", issued by the Freedonia Group. The study also mentioned that construction contractors will remain the largest market for cement in China, accounting for approximately 36% of all cement consumption in 2012. According to the same study, the ready-mix concrete market will see the strongest growth, rising 9.8% per annum through 2012 to 383 million tons. Some of the forecasted growth is projected to result from government regulations banning on-site concrete and mortar mixing as described in more detail under the heading “Business”-“Products and Services” of this prospectus. Demand for cement used in concrete products is expected to grow 5.4% annually through 2012 to 513 million tons, driven by the growing popularity of precast concrete with many construction contractors. The government’s continued efforts to modernize the country’s infrastructure is exemplified by such massive projects as the South-North Water Diversion - designed to redirect water to the northern plains from Central and South China. This project, scheduled for completion in 2050, will result in annual cement consumption of over one million metric tons alone.

China accounts for half of all new building activity in the world and rapid expansion is expected to continue. According to the Report of China Cities Competence, (http://www.ce.cn/cysc/cysczh/200803/31/t20080331_15010675.shtml) up to 1 billion people in China are expected to move into Chinese urban areas by 2030.

Residential and non-residential buildings in China are increasingly requiring much more concrete due to, among other reasons, the short supply of wood. China is currently the largest consumption market of cement worldwide at over $200 billion annually. China’s cement consumption will amount to approximately 44% of global demand in 2010 and will be greater than current combined consumption of India and the U.S. by 2010, according to the Freedonia Group. At the present rate, it is presumed that China will continue to be an important player in the global construction materials marketplace for at least the next two decades.

China’s concrete market is considered highly competitive, with over 10,000 providers, of which we estimate that approximately 3,000 are ready mix concrete producers, Global Information Inc. reports that ready-mix concrete companies will benefit from an extremely favorable outlook in China, where large-scale construction projects will require significant amounts of ready-mix concrete. In the Beijing concrete market, for example, we estimate that no competitor has greater than a 10% market share according to the Beijing Concrete Association.

According to a recent article in the Economic Observer Newspaper China, the Chinese government has reviewed its investment priorities under the 4-trillion-yuan (USD $586 billion) stimulus package introduced in 2008, with more emphasis given to social welfare projects, rural development, and technology advancement.

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China's top economic planner, the National Development and Reform Commission (NDRC), unveiled a breakdown (see chart below) of the revised stimulus package spending during a news conference on March 6, 2009.

Public infrastructure development constitutes the biggest portion – USD $222.7 billion, or nearly 38% of the total Stimulus Package. The projects to be undertaken by the Chinese government include railway, road, irrigation, and airport construction, for which we can provide concrete.

Other than the Chinese Central Government’s USD $586 billion stimulus funds, provincial governments are anticipated to invest another USD $1.5 trillion over the next five years. More than half of the total investment is for infrastructure development.

As part of the Eleventh Fifth Year Plan, the PRC Government had earmarked $730 billion prior to the stimulus plan for the expansion of the rapid railway system.  Some of the details include:

	·	The national rail network is set to grow by 41,000 km (50%) by 2020.
	·	RMB 5 trillion (USD $730 billion) government spending plan.
	·	Expected to consume 120 million tons of cement.

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As a result of the Chinese Government Stimulus Package, the demand for cement and concrete in China is expected to significantly increase in the next several years.

Products and Services

We specialize in “ready-mix concrete”, a concrete mixture made at our production facilities. Ready-mix concrete is mixed on demand and is shipped to worksites by concrete mixer trucks. Currently 20% of the total concrete produced in China is ready-mixed concrete, and 80% is mixed on the construction sites.  In developed countries, 80% of the total concrete produced is ready mix concrete. This sector in the concrete market is growing at a fast rate, largely due to the Chinese government’s implementation of Decree #341 in 2004, which bans on-site concrete production in over 200 cities across China, with the goal of reducing environmental damages from on-site cement mixing and improving the quality of cement used in construction. The use of ready-mix concrete minimizes worksite noise, dirt and congestion. Additionally, most additives used in ready-mix concrete are environmentally safe. We use at least 34% recyclable components in our green concrete products.

Green Concrete is the concrete that utilizes industrial waste, or other recycled materials as part of its raw materials, such as the ash reclaimed from the power-plant, the ground waste steel slag powder, and the waste ore from steel mills.  Green Concrete has better performance and properties than regular concrete in terms of endurance and strength, among other things.

Since the Green Concrete uses large amounts of industrial waste, the Company’s products are cost effective and environmentally friendly.

Features of “Green Concrete” include:

	·	Reduced cement consumption
	·	Reduced costs of concrete
	·	Reduced costs of construction
	·	Reduced energy consumption
	·	Improved attributes (i.e. strength, endurance, and bonding)

We have a product portfolio that serves the diverse needs of our expanding customer base and its unique construction and infrastructure projects. While we mainly specialize in ready-mix concrete formulations from controlled low-strength material to high-strength concrete, specifically formulated to cater into the respective requirement of each project, we provide both industry standard and highly innovative products, including: Green Concrete, Self-densifying Concrete, Lightweight Aggregate Pumpable Concrete, Heavy Concrete, Macro-void Pervious Concrete, C60 Mass Concrete, Color Concrete, etc.

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Manufacturing Process

Introduction

Concrete is a mixture of paste and aggregates (sand & rock). The paste is usually composed of cement and water, coating the surface of the fine sand and coarse aggregates such as rocks and binding them together into a rock-like mass known as concrete.

Aggregates comprise approximately 61 percent of the total volume of concrete. The type and size of the aggregate mixture depends on the thickness and purpose of the final concrete product. A continuous gradation of particle sizes is desirable for efficient use of the paste. In addition, aggregates should be clean and free from any matter that might affect the quality of the concrete.

The key to achieving a strong, durable concrete rests on the careful proportioning and mixing of the ingredients. Concrete mixture that does not have enough paste to fill all the voids between the aggregates will be difficult to place and will produce rough, honeycombed surfaces and porous concrete. A mixture with an excess of cement paste will be easy to place and will produce a smooth surface; however, the resulting concrete will be more likely to crack and be uneconomical.

A properly proportioned concrete mixture will possess the desired workability for the fresh concrete and the required durability and strength for the hardened concrete. Typically, a mixture is by volume approximately 16 percent cement, 61 percent aggregates and 18 percent water. Entrained air bubbles in many concrete mixtures may also take up another 3 percent.

The character of concrete is determined by the quality of the paste. The strength of the paste, in turn, depends on the ratio of water to cement. The water-cement ratio is the weight of the mixing water divided by the weight of the cement. High-quality concrete is produced by lowering the water-cement ratio as much as possible without sacrificing the workability of fresh concrete. Generally, using less water produces a higher quality concrete provided the concrete is properly placed, consolidated and cured.

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Besides portland cement, the most widely used type of cement around the world, concrete may contain other cementitious materials including (i) fly ash, a waste byproduct from coal burning electric power plants; (ii) ground slag, a byproduct of iron and steel manufacturing; and (iii) silica fume, a waste byproduct from the manufacture of silicon or ferro-silicon metal. The concrete industry uses these materials, which would normally have to be disposed in land-fill sites, to the advantage of concrete. The materials participate in the hydration reaction and significantly improve the strength, permeability and durability of concrete.

Admixtures are generally products used in relatively small quantities to improve the properties of fresh and hardened concrete. They are used to modify the rate of setting and strength development of concrete, especially during hot and cold weather. The most common is an air-entraining agent that develops millions of tiny air bubbles in concrete, which imparts durability to concrete in freezing and thawing exposure. Water reducing admixtures enable concrete to be placed at the required consistency while minimizing the water used in the mixture, thereby increasing strength and improving durability. A variety of fibers are incorporated in concrete to control cracking or improve abrasion and impact resistance. Most common admixtures we use include pumping agent, superplasticizer, and expansive admixtures.

Hydration

After the aggregates, water, and the cement are combined, the mixture remains in a fluid condition for about four to six hours during which we use the agitator trucks to transport, place and finish the concrete in its final location. We have around 94 truck drivers to operate and deliver the concrete to customers mainly in the Beijing area, Tangshan, Hebei Province, and Xi’an area. We intend to hire more drivers to accommodate our growing business.

Quality Control Laboratories

The proportioning of a concrete mix design should result in an economical and practical combination of materials to produce concrete with the properties desired for its intended use, such as workability, strength, durability and appearance. We have laboratories on the site of each plant, performing quality control tests throughout our manufacturing process to ensure that our products are accustomed to the needs of the customers. During various stages of the ready-mix concrete manufacturing, the labs inspect the raw materials, such as the sand, rocks and water, and determine the proportion of the ingredients of the concrete in accordance with the specifications received from the customers, before the mixing of aggregates and paste. Right after the mixing process, the labs will also perform tests on the fluid concrete with respect to its minimum cement content, air content, slump, maximum size of aggregate, strength, etc. The Company, over the years, has developed some expertise in selecting the proportions based on previously developed guidelines and experience. We have established methods for selecting the proportions for concrete for each batch and producing environmental friendly concrete with best performance:

·

We utilize fly ash, waste ore, slag or other cementitious materials, which enhance concrete properties, to supplement our cement. We aim to have the least amount of water that can result in a mixture that can be easily placed, consolidated and finished.

·

Our labs also make sure the concrete aggregates are required to meet appropriate specifications and in general should be clean, strong and durable.

·

We apply some air-entraining and water reducing admixtures into the ready-mix concrete to adjust the rate of setting and strength development of our concrete.

The Company tests the absolute volume of the concrete to determine the safety factor, through which the Company reduces the costs of cement while still meeting the criteria of the product specifications. In addition, the Company applies advanced statistical and orthogonal (two perpendicular right angles) design techniques in test and data processing, which is a system design property that facilitates the feasibility and compactness of complex designs. These processes allow the Company to produce a more cost efficient “Green Concrete” while maintaining the product’s quality.

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Sales and Marketing

Our marketing efforts are geared towards advancing the Company as the supplier of choice for helping to build China’s most modern and challenging projects. We are constantly seeking ways to raise our profile and leverage additional publicity. To this end, we plan to expand the Company’s presence at leading construction industry events and in periodicals to build on its successful reputation. The primary goal when expanding into new markets is to reinforce the sales effort by promoting positive testimonials and success stories from the Company’s strong base of high profile clients.

The marketing strategy of the Company relies primarily on direct sales and we usually develop our market through the following three means: (i) by our sales department, which consists of 5-6 employees in each station, conducts the market promotion and development and also collects the feedback from the customers on the Company’s products; (ii) by the salesmen, currently around 10 people, with whom we contract to expand our client base; and (iii) by references from our current customers and our raw material suppliers. Due to positive prior experience with the government projects and extensive work with the PRC government on such projects in the past, we believe that we will continue to receive access to such projects in the future.

Raw Materials and Suppliers

We rely on third-party suppliers of the raw materials to manufacture our products. The main components of our products include cement, fly ash, slag, admixture, sand and gravel. Our primary suppliers of each are:

Raw Material		Suppliers
Cement		Tianjin Zhenxing Cement Factory, Hebei Wushan Cement Factory, Hebei Luan Xian Maopai Cement Factory
Fly ash		Beijing Xingda Fly Ash Co., Baolu Tongda Co., Zhongxin Shenyuan Fly Ash Co.
Slag		Beijing Shenshou Slag Co., Tangshan Slag Co., Beijing Liuhuan Construction Trade  Center Co.
Sand		Zhuozhou Hongyuan Sand & Gravel Factory, Zhuozhou Shuishang Leyuan Sand & Gravel Factory
Gravel		Changqing Sand & Gravel Factory, Zhuozhou Shuishang Leyuan Sand & Gravel Factory

We believe we are not dependent on any of these suppliers and will be able to replace them, if necessary, without material difficulties. In particular, we do not expect to experience a shortage of cement, the main material for manufacturing our product, since it is usually readily available and we have long-term contracts with three large cement manufacturers to ensure the constant supply.

Our major supplier of truck transit mixers and concrete transport pumps is Sanyi Zhonggong Ltd. (“Sanyi Zhonggong”), which is the largest concrete production equipment manufacturer in the world. We have purchased over US$5.2 million of equipment from Sanyi Zhonggong. Pursuant to a Strategic Agreement with Sanyi Zhonggong dated December 3, 2009,  we agreed to use Sanyi Zhonggong Ltd. as our preferred equipment supplier, and Sanyi Zhonggong in turn will provide discounts on the purchase prices of the equipment, 24/7 customer service, as well as training services to our employees. For potential construction projects undertaken by Sanyi Zhonggong in China, we will be recommended as their preferred ready-mix concrete provider.  In addition, Xiamen XGMA Machinery Co., Ltd., the major supplier of our forklifts, intends to form a similar strategic cooperation relationship with us.

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Principal Customers

Our clients are mostly property developers and industrial companies, as well as PRC state-owned companies. Some of them are publicly listed, such as Beijing Capital Steel Group, Tangshan Jiahua Chemical Corporation and Guangzhou Fuli Real Estate Group, a public company listed on the Hong Kong Stock Exchange.  Fuli Group’s annual sales are over 1.5 billion US dollars.  The PRC state-owned companies, which are our customers, include China Railway Construction Group (“CRCG”), China Construction Group (“China Construction”), Beijing Construction Corporation and Beijing Chemical and Coking.

We had one major customer, China Railway Construction Group, which represented 14% of the Company’s total sales for the fiscal year ended May 31, 2010. We had sales to two major customers, China Railway Construction Group and Guangzhou Tianli Construction Group, which represented 25% and 12% of the Company’s total sales for the fiscal year ended May 31, 2009.

Two customers, China Railway Construction Group, and Guangzhou Tianli Construction Group, accounted for 26% and 10% of the Company’s accounts receivable balance at May 31, 2010.  China Railway Construction Corp. comprised 33% of the Company’s accounts receivable balance at May 31, 2009.

Offering.

The following table summarizes some of the high-end residential and commercial real estate development projects, which are currently under construction or we completed as noted including those completed in fiscal years 2010 and 2009.

illustrates such dilution.

Project NamesAssumed initial public offering price per share		Start/Duration  (Year)		Concrete Supplied
				$
Beijing Zhongxin Semiconductor Company (Completed)Net tangible book value per share as of __________ ___, 2023		2002$		Supplied total 140,000 cubic meters
400,000 square meters construction space
Beijing Rainbow City Project (Completed)		2003		Supplied 100,000 cubic meters
560,000 square meters construction space
Increase in net tangible book value per share attributable to investors in the Offering
Net tangible book value per share after this offering						$
Beijing 5th Generation semiconductor Company (Completed)		2004		Supplied 70,000 cubic meters
120,000 square meter construction space
Dilution in net tangible book value per share to investors in the offering
Beijing World Trade CBD project (Completed)	$		2005

The following table summarizes, on a pro forma as adjusted basis described above as of ___________ ___, 2022, the total cash consideration paid and the average price per share paid by our existing stockholders and by our new investors purchasing shares in this offering at the Offering Price of $___ per share, before deducting the estimated offering expenses payable by us:

Shares Purchased

Total Consideration

Average Price

Number

Percent

Amount

Percent

Per Share

Existing stockholders

%

$

%

$

New investors

Total

100%

100%

The foregoing tables and calculations (other than the historical net tangible book value calculation) are based on ______________ shares of our Common Stock outstanding after the Offering and exclude 600,000,000 shares of Common Stock that may be issued under the Incentive Plan and shares of Common Stock that may be issued upon the conversion of the Series A Convertible Preferred Stock, which is convertible into shares of Common Stock, but cannot be so converted, now or for the foreseeable future, on an economically rational basis. To the extent that shares of Common Stock are issued under the Incentive Plan or we issue additional shares of Common Stock in the future, there will be further dilution to investors participating in the Offering. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial information discussed below is derived from the Company’s unaudited consolidated financial statements for the three months ended August 31, 2022, and its audited consolidated financial statements for the year ended May 31, 2022, 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 outlined in these consolidated financial statements are not necessarily indicative of the Company’s future performance. This section and other parts of this Offering Circular 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, offers services in clinical trials through Alpha Research Institute; cannabis-related education in classrooms, seminars and online through Pharmacology University; and sleep disorder and related fertility problems through Alpha Sleep and Fertility Center. For detailed information about the Company and its operations, see “Description of Business.”

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

Going Concern

As indicated in Note 3 of the notes to the audited consolidated financial statements for the year ended May 31, 2022, there is substantial doubt as to the ability of the Company to continue as a going concern. The Company has generated material operating losses since inception and its ability to continue as a going concern depends on the successful execution of its operating plan, which includes the resumption of services that were interrupted by the Covid-19 pandemic, increasing sales of existing services and introducing new services, as well as raising either debt or equity financing.

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

Impact of the Covid-19 Pandemic

The COVID-19 pandemic has adversely impacted the Company and its financial results in different ways, depending on the particular business operation. Principally as a result of the pandemic.

Pharmacology University Business. The Company encountered quarantines, restrictions on gatherings and other governmental regulations that precluded classroom education, as well as restrictions on travel that reduced consulting activities. The Company reduced the impact of the pandemic by developing online educational programs and transitioning its workforce to a remote working environment without reducing its workforce. Revenue from this operation was increased from $18,323 (unaudited) in the year ended May 31, 2019, to $44,799 and $38,440 in the years ended May 31, 2020, and May 31, 2021, respectively; revenue for the year ended May 31, 2022, was $13,985; revenue for the quarter ended August 31, 2022, was $18,836.

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Clinical Trials. Quarantines, restrictions on gatherings and other governmental regulations, amplified by potential patients’ fears of contracting Covid-19 at the Company’s clinics, negatively affected clinical trials. In addition, these clinics were subject to closure if cases of the virus were detected. Revenue from this operation changed from $165,666 (unaudited) in the year ended May 31, 2019, to $84,979 and $706,008 in the years ended May 31, 2020, and May 31, 2021, respectively; revenue for the year ended May 31, 2022, was $196,637; revenue for the quarter ended August 31, 2022, was $123,715. The Company believes that it may have been negatively impacted by the association of the pandemic with the People’s Republic of China because “China” appeared in its former corporate name. Although the Company has no operations in or any relationship with China, the Company believes that potential investors may have been deterred from considering the Company because of concerns related to that country. For this reason, and because the Company’s corporate name does not reflect its activities, it intends to change its name to Cannabis Bioscience International Holdings, Inc.

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 services relating to sleep disorders, including resulting infertility, through its fertility and sleep center in Houston, Texas. The Company’s operating units and their activities are:

	·	Alpha Research Institute – Clinical trials and medical research.
		Supplied 90,000 cubic meters
180,000 square meter construction space	·	Pharmacology University: – Education, consulting, digital publishing, marketing, and franchising related to medical cannabis.
	·	Alpha Fertility and Sleep Center – services related to sleep disorders.

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

Results of Operations

Comparison of the Three Months Ended August 31, 2022, and the Three Months Ended March 31, 2021

The following table sets forth information from the unaudited consolidated statements of operations for the three months ended August 31, 2022, and August 31, 2021.

		Three Months Ended August 31,
		2022				2021
Revenues		$	138,082			$	84,676
Cost of revenues			46,234				14,309
Gross profit			91,848				70,367
Operating expenses			330,763				266,829
Operating loss			(238,915	)			(196,462	)
Other income (expense):
Forgiveness of debt			41,666				31,750
Interest			(13,874	)			(6,575	)
Net loss		$	(211,123	)		$	(171,287	)

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Revenues

Revenues increased to $138,082 for the three months ended August 31, 2022, from $84,676 for the three months ended August 31, 2021, primarily due to an increase of $36,330 in revenues from clinical trial contracts, which were $82,916 in the earlier period and $119,246 in the later, and an increase of $8,155 in seminar fees, which were $1,760 in the earlier period and $9,915 in the later. The Company attributes this increase to the reduced effects of the Covid-19 pandemic, in that patients for clinical studies were reluctant to visit clinics or doctor’s offices, resulting in the early termination or cancellation of studies and the Company was able to resume seminars. The Company had sales of merchandise of $8,921 for the three months ended August 31, 2022; it did not sell merchandise in the three months ended August 31, 2021.

Operating Expenses

Operating expenses for the three months ended August 31, 2022, and August 31, 2021, consisted of the following:

 

		Three Months Ended August 31,
		2022				2021
General and administrative		$	32,879			$	33,765
Contract labor			173,849				126,758
Professional fees			92,122				49,996
Officer compensation			12,000				28,297
Rent			18,246				25,038
Travel			1,667				2,975
Total operating expenses		$	330,763			$	266,829

Increased contract labor costs were due to the addition of staff to write, translate, and produce audiobooks, e-books, and online videos. Professional fees increased due to increases in auditing costs incurred principally in connection with the preparation of the Company’s audited financial statements for the year ended May 31, 2022, and legal expenses incurred in connection with the preparation of the registration statement of which this Prospectus is a part, as well in the preparation of reports that the Company filed with OTC Markets Group Inc. Officer compensation decreased because an officer left the Company and was not replaced. Travel decreased because of Covid-19 restrictions. Finally, interest increased because the Company’s borrowings increased in the latter period.

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Operating Loss

For the reasons set forth above, operating loss increased from $196,462 for the three months ended August 31, 2021, to $238,915 for the three months ended August 31, 2022.

Other Income

For the three months ended August 31, 2022, and August 31, 2021, respectively, the Company recorded other income of $41,666 and $31,750 from the forgiveness of PPP loans.

Interest

Interest was $13,874 for the three months ended August 31, 2022, and $6,575 for the three months ended August 31, 2021.

Net Loss

Net loss for the three months ended August 31, 2022, was $211,123, compared with a net loss of $171,287 for the three months ended August 31, 2021, for the reasons set forth above in relation to loss from operations and the effect of other income received during that period.

Comparison of the Year Ended May 31, 2022, and the Year Ended May 31, 2021

The following table sets forth information from the consolidated statements of operations for the years ended May 31, 2022, and May 31, 2021.

		Year Ended May 31,
		2022				2021
Revenues		$	214,980			$	761,737
Cost of revenues			46,763				108,311
Gross profit			168,217				653,426
Operating expenses			1,056,275				769,732
Operating loss			(888,058	)			(116,306	)
Non-operating income (expense):
Interest			(51,036	)			(43,002	)
Other income			53,923				–
Net income (loss)		$	(885,171	)		$	(159,308	)

Revenues

Revenues were $214,980 and $761,737 for the years ended May 31, 2022, and May 31, 2021, respectively, primarily due to a decrease of $509,371 in revenues from clinical trial contracts, which were $706,008 in the earlier period and $196,637 in the later. The Company attributes this reduction to Covid-19, in that patients for clinical studies were reluctant to visit clinics or doctor’s offices, resulting in the early termination or cancellation of studies. Revenues from cannabis-related educational classes and seminars decreased by $24,455, from $38,440 for the year ended May 31, 2021, to $13,985 for the year ended May 31, 2022, primarily due to the effects of the Covid-19 pandemic. Franchise fees were $0 for both years.

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Operating Expenses

Operating expenses for the years ended May 31, 2022, and May 31, 2021, consisted of the following:

		Years Ended May 31,
		2022				2021
General and administrative		$	134,351			$	90,4721
Contract labor			544,760				263,138
Professional fees			222,535				101,336
Officer compensation			70,983				211,312
Rent			75,226				72,244
Travel			8,240				31,320
Total operating expenses		$	1,056,275			$	769,732

Increased contract labor was due to adding staff to write, translate, and produce audiobooks, e-books, and online videos. Professional fees decreased due to the reduction of $36,316 in study fees due to Covid-19 causing a decrease in clinical trials, even though increases in auditing costs incurred principally in connection with the preparation of the Company’s audited financial statements for the year ended May 31, 2021, and legal expenses incurred in connection with the preparation of the registration statement of which this Prospectus is a part, as well in the preparation of reports that the Company filed with OTC Markets Group Inc. Officer compensation decreased because an officer left the Company and was not replaced. Travel decreased because of Covid-19 restrictions.

Operating Loss

For the reasons set forth above, operating loss increased from $116,306 in the year ended May 31, 2021, to $888,058 in the year ended May 31, 2022.

Interest

Interest was $51,306 in the year ended May 31, 2022, and $43,302 in the year ended May 31, 2021.

Other Income

In the year ended May 31, 2022, the Company recorded other income of $53,923 from the forgiveness of PPP loans.

Net Income (Loss)

Net loss for the year ended May 31, 2022, was $885,171, compared with a net loss of $159,308 for the year ended May 31, 2021, for the reasons set forth above in relation to income (loss) from operations and the effect of other income received in the year ended May 31, 2022.

Liquidity and Capital Resources

At August 31, 2022, the Company had $1,707 in cash and cash equivalents and accounts receivable of $43,307, negative working capital of $309,751 and commitments of $0 for capital expenditures. The Company had cash in the amount of $_______ on the date of this Prospectus.

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During the three months ended August 31, 2022, and August 31, 2021, the Company had negative cash flow from operations of $215,063 and $187,739, respectively, and cash flow from financing activities of $184,789 and $170,119, respectively. During the years ended May 31, 2022, and May 31, 2021, the Company had negative cash flow from operations of $855,704 and $507,705, respectively, and cash flow from financing activities of $864,364 and $421,372, respectively. The Company had accumulated deficits of $3,650,1,156 and $2,764,985 at May 31, 2022, and May 31, 2021, respectively, and an accumulated deficit of $3,861,280 at August 31, 2022.

Since June 1, 2021, the Company has raised capital as follows:

	·	In the year ended May 31, 2021, the Company received $56,881 of PPP loans under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company has been notified that all of these loans and the interest accrued thereon have been forgiven in full, subject to review by the SBA. The amounts forgiven have been recorded as non-operating income in the consolidated statement of operations for the year ended May 31, 2022.
	·			In the year ended May 31, 2021, the Company received SBA loans of $106,200.
Beijing Wanjing International Mansion (Completed)		2005-2006		Supplied 180,000 cubic meters
240,000 square meters construction space
	·			In the years ended May 31, 2022, and the year ended May 31, 2021, the Company received $261,000 and $813,290, respectively, from sales of its Common Stock to private investors and in the three months ended August 31, 2022, the Company received $75,000 from such sales.
Tangshan Jiahua Project (project still in progress)		2007- 2010		434,000 cubic meters in total from September 2007 to November 2009
Douge Zhuang (project still in progress)		2007-2010		314,000 cubic meters in total from June 2007 to November 2009
Futai Xiangbo Yuan (project still in progress)		2007-2010		244,000 cubic meters in total from June 2007 to November 2009
Beijing Fuli Real Estate Company 1.1 million square meters of construction space (project still in progress)		2009		755,000 cubic meters in total from June 2006 to February 2009

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Competition

Competitive Environment

Our principal market, Beijing, is considered highly competitive. It has enjoyed stronger economic growth and a higher demand for construction than other regions of China. There are approximately 130 concrete mixture stations in the Beijing area. According to our estimates, no single supplier has greater than a 10% market share, which results in this industry being highly segmented. We currently have an estimated market share of 3% in the ready-mix concrete market in Beijing.

In the Beijing market, we compete with national, regional and local construction companies.  Some of our competitors have greater financial and other resources than us. Our main competitors include Beijing Heng Kun Concrete Center, Beijing Jian Gong Group Concrete Center, and Beijing Gaoqing Concrete Company. In 2009, the Beijing government issued a series of policies to encourage concrete manufacturers to upgrade their transportation vehicles to those models that are environmentally friendly. Vehicles that cannot meet the environmentally friendly criteria will be restricted in going into the 5th ring of Beijing.  Therefore, concrete manufacturers that cannot afford replacing their truck transit mixers with the environmentally friendly models will be banned from delivering the concrete mix and eventually be eliminated from the concrete industry.

We compete primarily on the basis of quality, technological innovation, customer service, and pricing of our products. We win projects which are awarded through a competitive bidding process based on our competitive pricing. Projects are usually awarded to the lowest bidder, if other conditions are the same, although other factors such as shorter delivery schedules are also taken into consideration.

Our Competitive Advantages

Comparing us with other companies in the concrete industry in Beijing and in the Tianjin area, we believe that the Company has the following competitive advantages:

(1)        Environmentally friendly products.

We produce all types of concrete products including specialty concrete for varied industry uses. Capitalizing on our research and development, we extensively use recycled materials such as fly ash (from coal fired power plants) and mining waste in our production with the share of these materials of approximately 34% of other raw materials used by us. In doing so, we not only help reduce environmental wastes but we also increase our product quality. Because we successfully apply this technology to our products, we have obtained tax exemptions and other incentives from government organizations. In accordance with a policy by China’s State Development and Reform Commission (the “SDRC”), if the percentage of the industrial wastes components in a company’s concrete mixture exceeds 30%, such company may enjoy the exemptions from income tax and franchise tax in China.

(2)        Strict and effective quality management system.

We have developed an effective quality management system that covers all aspects of our operations, including planning, budgeting, purchasing and production. In every step, not only do we have fully trained, experienced and skilled employees that are working in concert to ensure our product’s quality and timely delivery, we also implemented the computer-controlled Concrete Enterprise Management System (CEM 2008 System) to coordinate and oversee the manufacturing, bookkeeping and shipping process.  From signing contracts to finishing a project, we have a quality follow up supervising team to make sure that our concrete matches our clients’ engineering designs exactly. All pump vehicles and truck transit mixers are installed with GPS tracking systems, which ensure the quality control and safe delivery of the concrete mix.

Our quality supervisory staff on each construction site is responsible for finished product quality. For every previous project completed, we have earned a 100% pass rate. We believe that this effective management puts us at the top of the industry standard and has allowed the Company to achieve 5% more in profit for every cubic meter of concrete we produce and deliver.

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(3)        We also have lower production costs by smart outsourcing and quality engineering.

More than 80% of concrete costs come from raw materials, such as cement, sands, fly ash, and gravel. The costs of materials have a direct impact on our production costs. We compare several suppliers’ quotes before we make final purchases. This ensures that we have the lowest prices for all of our raw materials.

In addition, the percentage of each of the raw materials needed to produce concrete is also a big factor that affects our production costs. Our research laboratory led by top professional engineers conducts extensive experiments to ensure that we have excellent mixing formulas while achieving the required quality. We believe the scientific formula of each type of concrete reduces our costs to levels 3% to 5% lower than our competitors.

We believe our tremendous track record in the industry, effective management, solid clientele base, lower production costs and higher than the industry average profit margin puts us at the top in the industry.

(4) Maintenance of key relationships

We have successfully built long-term cooperative relationships with China’s top construction companies through our services. Our reputation and good record will help us gain new business from existing customers and new customers.

For instance, on December 3, 2009, the Company entered into a Strategic Agreement with Sanyi Zhonggong Ltd. (“Sanyi Zhonggong”), our major equipment supplier, whereby the Company agreed to choose Sanyi Zhonggong Ltd. as its preferred equipment supplier, and Sanyi Zhonggong in return will provide discounts on the purchase prices of the equipment as well as training services to the Company’s employees. For potential construction projects undertaken by Sanyi Zhonggong in China, we will be recommended by Sanyi Zhonggong as their preferred ready-mix concrete provider.

Growth Strategy

(1) Focus on The Infrastructure Industries and Develop New Relationships. Our sales people will focus on developing relationships with the government, general contractors, architects, engineers, and other potential sources of new business in our target markets. We will actively monitor and analyze China’s infrastructure construction plan to ensure that we direct our resources at the center of the developing area and have the opportunities to bid on the potential business at the earliest time.

(2) Capacity Expansion via Building New Plants. We will add three to five batching plants during the fiscal year 2011 in order to meet the requirements of existing contracts and anticipated demand. We plan to add more stationary and mobile stations in 2011 as part of our long-term expansion plans due to very attractive margins and high return on investment.

(3) Cooperation with other concrete companies. We will consider cooperating with other concrete companies in certain area or for certain projects. The cooperation will include but not be limited to lease, co-construct a new plant and profit sharing, or an M&A transaction. We believe that by cooperating with local concrete companies, we will save capital and time compared with building a new plant by ourselves. And it will also help us to develop our relationship with local customers and suppliers.

Research and Development

Companies engaged in production of construction materials are under extreme pressure to respond quickly to industry demands with new designs and product innovations that support rapidly changing technical demand and regulatory requirements. We devote a substantial amount of attention to the research and development of advanced construction materials that meet the demands of project specific needs while striving to lead the industry in value, materials and processes. We have sophisticated in-house R&D and testing facilities, a highly technical onsite team, the access to highly specialized market research, the cooperation with a leading research institution, an experienced management and advisory board, and close relationships with leading concrete materials experts. A total of 20 employees are currently working for our R&D department. Our research and development expenses amounted to approximately $55,723 and $43,200 for the years ended May 31, 2010 and 2009, respectively.

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Our research laboratory led by a team of 20 engineers and technicians conducts extensive experiments to ensure that we have excellent mixing formulas while achieving the required quality. This includes production of innovative concrete admixtures to supply the company. Admixtures are chemical raw materials used for production of concrete. Admixture is also one of the key materials that affect the quality of concrete. Through technology innovation, our admixture products help the company produce environmentally friendly and energy-saving concrete.

We intend to conduct research in developing new raw materials. Adoption of new techniques and materials will help us reduce our cost of production and will help improve our product quality.

We have dedicated ourselves to testing and research of ready-mix concrete.  We have been developing and researching the raw material mixture ratios, which are crucial to the quality of our products, by our advanced testing facilities and the 17 years of testing experience of our technical and engineering staff.

On December 31, 2009, the Company entered into a three-year agreement with the Institute of Building Materials, a subsidiary of the China Academy of Building Research ("CABR") (the “Agreement”). Under the Agreement, the Institute of Building Materials will provide its technical research, development and support exclusively to us for an annual payment of RMB 350,000 (or US$51,000). The Institute of Building Materials will also provide training courses to our employees. We are allowed to list the Institute of Building Materials as our technological partner in its marketing materials, and the Institute of Building Materials has agreed to use its relationships and brand influence in the construction industry to assist us in its business development.

Intellectual Property

We do not have any patents or other registered intellectual property. Currently, we are in the process of applying to register two of our trademarks. To protect our unregistered intellectual property, we enter into confidentiality agreements with our officers and employees in our R&D Department. A confidentiality agreement will cover three years after such officer or employee leaves the Company, and any breach of the agreement will subject such person to liquidated damages of RMB 10,000 and any other losses incurred by the breach.

Environmental Matters

We are required to comply with environmental protection laws and regulations promulgated by the Ministry of Construction and the State Environmental Protection Administration in China. Some specific environmental regulations apply to sealed transportation of dust materials and final products, non-open storage of sand and gravel, as well as reduction of noise and dust pollution on production site and encouraged use of waste materials. In 2009, the Beijing government issued a series of policies to encourage concrete manufacturers to upgrade their transportation vehicles to those models that are environmentally friendly. Vehicles that cannot meet the environment friendly criteria will be restricted in going into the 5th ring of Beijing.

 In addition, the governmental regulatory authorities conduct periodic inspections on us. We have met all the requirements in the past inspections. The Company has set up and documented its environment management system according to GB/T24001-2004 Guidance. The Company has also invested: 1) $29,411 for powder silo dust equipment, which reduces the release of dust when delivering the concrete mix; 2) $14,705 for sand and gravel separators, which recycle and reuse the discharged concrete; 3) $14,705 for 3 sedimentation tanks to recycle the water in the manufacturing process; and 4) $294,117 for a warehouse to store sand and gravel to reduce the air pollution.  Because of our dedication to be environmentally friendly, we are one of the companies in the industry that have been awarded the honor of “Green Concrete Producer” by the PRC government.

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Seasonality

Our manufacturing operations are primarily located in northeastern China, which is cold during the winter months. During such time, we are able to manufacture our advanced ready-mix concrete material; however, many construction projects operate on an abbreviated work schedule, if at all.

Regulations

Our products and services are subject to regulation by governmental agencies in the PRC, Beijing City and Hebei Province. Business and company registrations, along with the products, are certified on a regular basis and must be in compliance with the laws and regulations of the PRC and provincial and local governments and industry agencies, which are controlled and monitored through the issuance of licenses. All of the Company’s products have passed the ISO9001-2000 Certification Quality System and Integrated Certification System including Quality Management System Certification, Environmental Management System Certification and Occupational Health and Safety Management System Certification issued by the Beijing Zhong Jian Xie Certification Centre.

We have been in compliance with all registrations and requirements for the issuance and maintenance of all licenses and certificates required by the applicable governing authorities, including the Ministry of Construction and the Beijing Administration of Industry & Commerce. The Ministry of Construction awards Level II and Level III qualifications to concrete producers in the PRC construction industry, based on criteria such as production capacity, technical qualification, registered capital and capital equipment, as well as performance on past projects. Level II companies are licensed to produce concrete of all strength levels as well as special concrete, and Level III producers are licensed to produce concrete with strength level C60 and below. We are a Level III concrete producer.

Our Employees

As of October 11, 2010, we had 308 employees. The following table sets forth the number of our full-time employees by department as of October 11, 2010:

Department		Number of Employees
Accounting			20
Supply, Purchase & Inventory			44
Technical & Engineering Staff			35
Production Staff			165
Administrative Staff			44
Total			308

As required by applicable PRC law, we have entered into employment contracts with most of our officers, managers and employees. We are working towards entering into employment contracts with those employees who do not currently have employment contracts with us. We believe that we maintain a satisfactory working relationship with our employees, and we have not experienced any significant labor disputes or any difficulty in recruiting staff for our operations.

Our employees in China participate in a state pension plan organized by PRC municipal and provincial governments. We are currently required to contribute to the plan at the rate of 20% of the average monthly salary.

In addition, we are required by PRC law to cover employees in China with various types of social insurance, and we believe that we are in material compliance with the relevant PRC laws.

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Insurance

We maintain worker's employee insurance for our employees. We provide social welfare insurance for our employees. We also provide life insurance for our officers. Other than the above mentioned, we do not maintain any other business, liability or key employee insurance.

Company Information

Our principal executive offices are located at Room 1906, Shidai Caifu Tiandi Building, 1 Hangfeng Road, Fengtai District, Beijing, China 100070, and our telephone number is 011-86-10-5809-0110.   

Property

Currently, we do not own any land, as the PRC does not permit private land ownership. The Company is leasing land for its Beijing Yizhuang factory from Beijing Guang Da Yuan Logistic Company.  In our Beijing stationary factory, we currently lease two parcels of land for this factory. One lot is approximately 22,538 square meters. The term of the lease is 10 years and will expire in 2018. The rent is approximately $49,000 per annum. We also built on site our own buildings and offices of approximately 600 square meters. The other lot is approximately 14,673 square meters. The term of the lease is 1 year and can be renewed. The rent is $32,353 per annum. We use this lot to store our raw materials. These two lots are located next to each other.

At our Beijing Shidu station, we are using approximately 5,000 square meters of land provided by our customer, Jiangxi Jinggang Roads & Bridges (Group) Co., Ltd., which is constructing Zhangzhou Highway. We are in the process of setting up the batching plants on such land to supply the concrete mix to the highway construction projects, and do not pay rent for such land.  We anticipate operating at this site for two more years.

In our recently combined Tangshan Caifeidian mobile station, we are using approximately 8,000 square meters of land provided by our customer, China Construction Second Engineering Bureau, Ltd., which is constructing a highway in the Tangshan area. Because we set up the batching plants on such land to supply the concrete mix to the on-going projects, we do not pay rent for such land.  We anticipate operating at this site for one more year.  

For the Xi’an factory, we leased the land lot of 106,667 square meters from the local government for a term of 15 years. The lease will expire in 2024. The annual rent for the land lot is RMB 441,741 (or approximately US$65,000).

We believe that all our properties have been adequately maintained, are generally in good condition and are suitable and adequate for our business. 

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.  However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.  We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

DIRECTORS AND EXECUTIVE OFFICERS

The following are the officers and directors of the Company as of the date of this prospectus. Some of our officers and directors are residents of the PRC. As a result, it may be difficult for investors to effect service of process within the United States upon them or to enforce judgments obtained in the United States courts against them in the PRC.

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Name		Age		Position
Rong Yang		49		Chairman of Board of Directors, President and CEO
Yiru Shi		37		Chief Financial Officer
Shuqian Wang	·	In the years ended May 31, 2022, and the year ended May 31, 2022, the Company received loans, in addition to those described above, of $48,074 and $0, respectively, and in the three months ended August 31, 2022, the Company received loans of $109,788 ($60,309 of which was received from an officer).

The Company believes that it will require $2,425,000 to attain the goals described under “Business Plan” and estimates that other capital needs, including operating costs of $975,000, legal/accounting costs of $200,000, overhead of $600,000 and a reserve for contingencies of $800,000 for the next two years, will approximate $2,575,000, totaling $5,000,000.

To the extent that capital needs cannot be met by revenue from operations, profits and the proceeds of the Offering, the Company will need to raise additional capital through the sale of debt or equity securities to public and private investors. 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.

As indicated in this Prospectus, the Company was materially and adversely impacted by the Covid-19 pandemic. With the lifting of the restrictions imposed in response to the pandemic, the Company is resuming normal operations in its Pharmacology University and Alpha Research Businesses and has opened its Sleep Center Business. The Company believes that these businesses will produce revenues of $80,000, $600,000 and $120,000, respectively, for the year ending May 31, 2023, totaling $800,000. The Company believes that cost or revenues and operating expenses will total approximately $1,100,000 for that year, resulting in an operating loss of approximately$300,000, compared with operating losses of $885,171 and $159,308 for the years ended May 31, 2022, and May 31, 2021. If the Company is successful in carrying out its business plan, it expects to become profitable in the year ending May 31, 2024, and beyond.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

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DESCRIPTION OF BUSINESS

History

The Company was formed in the State of 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, 2009, 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 July 4, 2018, it resumed its present name. On December 6, 2022, it changed its corporate name to Cannabis Bioscience International Holdings, Inc.

From its inception to 2009, the Company sold used aircraft parts and airframe components salvaged from non-flying jet aircraft. Beginning on October 8, 2009, the Company terminated that business and entered into concrete production in the People’s Republic of China and Hong Kong through subsidiaries. No information about the Company is available from early 2012 to early 2015, but the current management believes that the Company was dormant during that period. In February 2015, an independent investor obtained control of the Company. On July 25, 2016, the Company disposed of its subsidiaries and on January 6, 2017, transferred control of the Company to another independent investor. On February 5, 2018, control of the Company was acquired by a former member of its management. On December 20, 2019, the present management acquired control of the Company as a result of the acquisition of Pharmacology University, Inc. (see below).

Acquisition of Hippocrates

On December 17, 2017, the Company acquired Hippocrates Direct Healthcare, LLC, a Texas limited liability company (“Hippocrates”). Before this acquisition, the Company had no operations and no or nominal assets (a “Rule 144 Shell Company”). As a result of this acquisition, the Company ceased to be a Rule 144 Shell Company. The business of Hippocrates (the “Hippocrates Business”), which was terminated on October 31, 2020, was concierge healthcare.

Acquisition of Pharmacology University Inc.

Pharmaceutical University Inc.(“PUI”) was incorporated in the State of Delaware on January 5, 2017, under the corporate name Canna-Pharmacology University Inc.; on March 15, 2017, its certificate of incorporation was amended to change its corporate name to Pharmacology University Inc. On December 20, 2019, PUI was merged with and into the Company, such that the shareholders of PUI received 4,875,000,000 shares of Common Stock and 2,000,000 shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred”) as merger consideration. The Company conducts the business acquired by this merger (the “Pharmacology University Business”) under the trade name Pharmacology University. The Pharmacology University Business is generally cannabis-related research and education. For a more detailed description of the Pharmacology University Business, see “Description of Business – Pharmacology University Business.” For a description of the interest of certain members of the management of the Company in this merger, “Certain Relationships and Related Party Transactions – Merger with Pharmacology University, Inc.”

Acquisition of Precision Research Institute

On March 31, 2019, the Company entered into the Alpha Research Business by acquiring all of the outstanding units in Precision Research Institute, LLC, a Texas limited liability company (“PRI”), which was formed on May 18, 2016, from the Company’s then president. On August 20, 2020, PRI was merged with and into the Company. The Company conducts the Alpha Research Business under the trade name Alpha Research Institute. For a detailed description of the Alpha Research Business, see “Description of Business – Alpha Research Business.”

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Businesses

The Company has three operations, namely, the Pharmacology University Business, the Alpha Research Business and the Hippocrates Business. Its vision is to provide superior services, while adhering to its core values of integrity, respect, compassion, inclusiveness, social responsibility, excellence and innovation.

Pharmacology University Business

The Cannabis Industry

The cannabis industry is fast-growing, increasingly complex, and rapidly changing. The Company believes that the growing cannabis industry in numerous U.S. states and other countries represents a significant market opportunity for the 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 cannabis market generally is large and growing. In 2020, there were $17.5 billion in annual industry sales, a 46% increase from 2019. As of May 2021, capital raises in cannabis reached $6 billion, signaling increased confidence in projections of aggressive cannabis market growth. According to a report by New Frontier Data, the U.S. legal cannabis market is predicted to more than double by 2025, reaching $41.5 billion in sales and producing a 21% compound annual growth rate (“CAGR”).

In the medical market, the demand for cannabis for research is likely to increase significantly over the next few years and decades, due to the increasing number of states legalizing cannabis and the strong public support for cannabis legalization. By 2025, 5.4 million Americans, or 2.4% of U.S. adults, are predicted to be registered patients in medical cannabis states, according to a report by New Frontier Data (“New Frontier”). New Frontier also projects that the medical cannabis market will nearly double to over $16 billion in that time, taking into account more geographies within the U.S. legalizing cannabis, which will lead to market expansion, the normalization of cannabis which will increase the number of consumers, and medical cannabis patients turning to cannabis as an alternative to prescription drugs. The global medical cannabis market is projected to reach $87.4 billion by 2027, according to Global Market Insights (“GMI”). The DEA’s aggregate production quotas for cannabis were 3,200 kg in 2022 for dried flower (an estimated $35 million market) and 1,000 kg for cannabis extract (an estimated $100 million market). These aggregate production quotas are expected to continue increasing to meet increasing demand for cannabis research in the U.S. In addition to government funding, some institutions are already receiving private investment in cannabis research. For example, Harvard and MIT recently received a $9 million donation to fund research into cannabis’ influence on brain health and behavior. Additionally, Skylight Health Group (formerly named “CB2 Insights”) has noted that average prescriptions for qualifying conditions such as chronic pain, PTSD, sleep disorders, epilepsy and anxiety saw a decline of 11% in favor of medical cannabis replacement leading the company to estimate that more than $4 billion in sales that currently go to pharmaceutical products could be redirected towards medical cannabis. Further research on cannabis legalization and its impact on public health is needed and is likely to take place over the coming years, as the DEA has recognized the increased need for cannabis-related research.

In 2019, large pharmaceutical companies in the U.S. spent $83 billion on drug research and development. The private research market, like the federal DEA research program, has an interest in investigating the uses and risks of cannabis and hemp derivatives, not only in states that have legalized medical cannabis, but also in anticipation of potential full legalization.

The high prevalence of cancer is expected to be one of the factors driving the demand for legal cannabis. For instance, according to the World Health Organization (WHO), cancer is the second leading cause of death worldwide and was responsible for about 8.8 million deaths in 2015. In addition, the growing disease burden of chronic pain and significant side effects associated with opioid usage is expected to drive the demand for medical cannabis, which has proved to be a potent product for chronic pain management. The Company believes that these and other applications will lead to increased demand.

Director

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Expanding Legalization of Cannabis

The 2018 Farm Bill in the U.S. created an opportunity for hemp-derived cannabidiol (CBD) products in retail and pharmaceutical channels. Also, many countries, including Canada, China, Italy, Australia, and South Korea, have legalized hemp for growth and export. In the United States, CBD is widely available from retailers, including online, drug and convenience stores, natural products, beauty, grocery, and pet stores. According to the Grand View Research Industrial Hemp Market Analysis, the global CBD market was valued at $4.6 billion in 2018 and is expected to grow at a CAGR of 22.2% from 2019 to 2025. Additionally, the global industrial hemp market size was estimated at $4.71 billion in 2019 and is expected to show a revenue-based compound annual growth rate of 15.8%.

A recent CBS News poll found that 88% of Americans support the legal use of medical cannabis when recommended by a doctor. Sales in the cannabis industry are projected by Cannabis Business Daily 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 industry 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.

Thirty-eight 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 and the District of Columbia and Northern Mariana 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 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 violation of other criminal laws, including money laundering laws and RICO. 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. See “Risk Factors--Because the Pharmacology University Business deals with persons that operate in the cannabis industry, it faces unique, unpredictable and evolving risks.” 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 Company believes that the policy of not prosecuting such entities is likely to continue under current U.S. Attorney General Merrick Garland.

Since 2014, versions of the U.S. omnibus spending bill have included provisions prohibiting the DOJ, which includes 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 in order “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. However, there is no guarantee that the FDA will find our products safe or effective or grant us the required approvals under the FDCA

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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 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.

According to the Biden campaign website: “A Biden Administration will support the legalization of cannabis for medical purposes and reschedule cannabis as a CSA Schedule II drug so researchers can study its positive and negative impacts. This will include allowing the VA to research the use of medical cannabis to treat veteran-specific health needs.”

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.

Overview of the Pharmacology University Business

Through the Pharmacology University Business, the Company provides knowledge and promotes professionalism in the rapidly growing worldwide 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.

The Pharmacology University Business and its prospects depend on the growth of the cannabis industry and the need for experienced, educated professional persons to lead and grow that industry ethically and responsibly in the United States and other countries where the Company’s activities are legal. While the Company embraces the legal cannabis industry generally, its primary focus is on educating cannabis industry workers and leaders and 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 to and cooperation with law enforcement agencies in the locations where it does business. Police agencies in several countries have appeared as guest speakers at the Company’s cannabis seminars.

In the United States, the Company has conducted instructional seminars and cannabis classes in the states of Texas, Arkansas, Florida, Illinois, Missouri, Oklahoma and Georgia, as well as Puerto Rico, and is planning to do likewise in the remaining states. The Company operates in Mexico, Peru, Ecuador, Columbia and the Dominican Republic. It plans to expand into Argentina, Chile, Brazil, Panama and other Latin American countries where its activities are lawful.

Presently, because of the Covid-19 pandemic, the Company is conducting no classroom teaching or seminars, but intends to resume these activities as the abatement of the pandemic permits.

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Before the pandemic, the Company offered, and after the abatement of the pandemic, it intends to offer, opportunities for learning, discovery and engagement to students, doctors, scientists, entrepreneurs and others in a real-world setting. The Company offers a full range of educational programs at all levels and pursues a broad agenda of research, innovative and creative activities and builds partnerships with other educational 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 has offered, and after the abatement of the pandemic, intends to offer, 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
Francis Nyon Seng Leong	·	66		DirectorContinuing legal education courses for attorneys
Zhenhai Niu	·	48		DirectorCertification courses for physicians
	·	Certification for industry workers
Pat Lee Spector	·	General education seminars
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	·	DirectorOn-site training

Rong Yang (CEO, President and Chairman)

Mr. Yang, age 49, has been our Chairman and Chief Executive since October 2008. He has been the Chairman and Chief Executive of Beijing Concrete since its inception in 2002. He is also the founder of Beijing Concrete.  Mr. Yang has over 20 years experience in the concrete industry. In the mid 1980’s, he started his career by joining China Railway Construction (“CRC”), one of the largest construction groups in China and Asia.  Before Mr. Yang founded Beijing Concrete, he was the project manager for one of CRC’s subsidiary companies. Mr. Yang graduated from Guizhou College of Finance and Economics with a Bachelor degree in administrative management. We believe that Mr. Yang’s knowledge of

These courses cover all aspects of the Company’s businessmedical cannabis industry. For the general public, they focus on the history of cannabis, its medicinal value, dispensary concepts, legal issues and his in-depth understandingethics, 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. Before the Covid-19 pandemic, classes were usually held at local colleges and universities in classrooms with projectors, screens and microphones. Among these colleges and universities were 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.

Students learn about Pharmacology University through its website, social media, ticket venues, and local cannabis groups. Upon completing a course of study, students receive a certification of completion to indicate they are certified to work in the relevant field. 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.

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We were the first company approved by the Department of Health of the Commonwealth of Puerto Rico as a provider of all training certifications, including medical education, agriculture and manufacturing education, dispensary education, and others in the medicinal cannabis industry.

After the advent of the Covid-19 pandemic, all of our classrooms and public venues were forced to close. We also canceled all travel plans to further our expansion. To meet this pandemic, we created online courses. We currently have more than 100 videos available online in English, Spanish, Portuguese, Italian and Arabic and we plan to add other languages. Additionally, we have used Zoom to hold virtual classes to teach students and be able to respond to their questions in real time during the courses. However, revenue received from online courses has not replaced the revenue that we believe we would have generated if our classrooms and public venues had remained open. The Company intends to resume its former courses and add new courses as theCovid-19 pandemic abates.

Digital Products

As a result of the Covid-19 pandemic, which made classroom education impossible, Pharmacology University has focused on the production of educational materials for sale on online platforms (including those operated by Amazon, Zinio, Apple, Walmart/Kobo, Barnes & Noble and Google Books), which maintaining its relationships with academic venues where it expects to resume classroom teaching when the pandemic abates (including ICESI, TADEO and UTB). It also focuses on entering into subscription and commercial agreements with universities and e-commerce platforms.

We have published 50 cannabis-related eBooks in five languages, have produced videos to offer online and have recorded over 13,000 minutes of audio in 5 languages. We have also engaged artificial intelligence services to generate translations of these materials in up to 100 additional languages; while this activity has resulted in increased expenses, while producing minimal revenue and no profit, we believe that it will become profitable and be a significant component of our business.

We have aimed to publish our educational content on different marketplaces that host products in languages commonly used worldwide. We work with platforms from Brazil, Spain, England, Mexico, Canada, the United States, Germany, and more. We currently have four types of products published on different platforms:

	·	E-Books: We publish fifty titles in Spanish, English, Portuguese, Italian, and Arabic on Amazon, Kobo and Google Books. In addition, Smashwords distributes our content on Barnes & Noble, Apple, Baker & Taylor's Axis 360, OverDrive, Scribd, cloudLibrary, Gardners Extended Retail, Odilo and Gardners Library.
	·	Audiobooks: Findawayvoices distributes our 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: We publish 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).
	·	Cannabis Worlds. We publish Cannabis World, our digital magazine, on Google books (25 issues in five languages), Zinio ( 25 issues in Spanish and English), Pocketmags ( 25 issues in English) and Magzter (25 issues in five languages).

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

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Franchising

We have offered, and after the abatement of the pandemic, intend to offer, our educational programs to franchisees worldwide. A franchisee purchases the right to provide our courses in its particular city. In addition to an initial franchise fee, a franchisee pays us a 10% franchise fee and a 2% advertising fee on all gross sales. We assist 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 provide one month of marketing assistance. Before the Covid-19 pandemic, we had four franchisees that produced revenue of $28,202 and $34,000 in the years ended May 31, 2021, and May 31, 2020, respectively, but as a result of the pandemic, we are receiving no revenue from these franchisees because they are unable to operate.

Consulting

We have offered, and after the abatement of the pandemic, intend to offer, consulting services that consist of assisting persons or companies that wish to obtain a license to enter the legal cannabis marketplace. The cost of these services is based on the nature of each assignment. These services may include:

	·	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 who are 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.

We have provided consulting services in many states and Puerto Rico and have assisted in obtaining over 40 licenses for our clients for dispensaries, cultivation, manufacturing and a full analytical laboratory.

Current Status

With the restrictions imposed in response to the pandemic being lifted and increasing activity in the cannabis industry, we are resuming classroom and seminar activities. We expect to hold two classes and three seminars during the year ending May 31, 2023, producing revenue of $40,000. We are continuing to expand our online business by promoting products across 30 platforms and we are continuing to promote Cannabis World Journals. We expect to produce total revenue of $80,000 from our Pharmacology University Business during the year ending May 31, 2023.

Business – 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. 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.

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Clinical trials are a clinical 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 answer different 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.

Clinical trials are conducted by Sponsors or CROs. 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.

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 six 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, the responsibility of which 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 the trial subjects.

We employ more than 20 full- or part-time principal investigators, who are physicians and prepare and perform or oversee clinical trials, analyze the resulting data and report the results of a trial to the Sponsor or CRO. They usually conduct clinical trials in conjunction with their medical practices. Our professional employees are encouraged to keep up to date on good clinical practices and regulations relating to clinical research.

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Alpha Research obtains customers 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 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 expect to produce revenue of $600,000 from our clinical trials business for the year ending May 31, 2023.

Alpha Sleep and Fertility Center (“AFSC”)

In July 2022, the Company opened AFSC, which serves Houston-area patients who are interested in improving their sleep quality and enhancing their physical and mental well-being. The Sleep Center utilizes state-of-the-art equipment. Its goal is to assess, diagnose, and treat sleep problems and provide patients with convenient and flexible care.

AFSC is intended as a one-stop source for patients’ sleep disorder needs. It is overseen by Dr. Esteban Berberian, a primary care physician and board-certified internal medicine physician. Working with Dr. Berberian are registered sleep specialists, many of whom are Registered Polysomnographic Technologists (“RGSPTs”). RGSPTs are healthcare professionals certified by the American Board of Sleep Medicine (the “ABSM”) who clinically assess patients with sleep disorders. The ABSM is a nonprofit organization that certifies physicians, PhDs, specialists and technologists in sleep medicine.

Millions of Americans suffer from sleep disorders, resulting in poor quality and a limited quantity of sleep that significantly interferes with their overall functioning. These disorders include insomnia, obstructive sleep apnea, excessive daytime sleepiness and cataplexy (narcolepsy), restless leg syndrome (RLS), REM sleep behavior disorder and snoring. Sleep disorders can cause sexual problems, such as loss of libido and erectile dysfunction. There is a high correlation between sleep disorders and irregular menstrual cycle or premenstrual symptoms and infertility in women and low testosterone in men.

Sleep-related disorders are a nationwide problem, according to the American Academy of Sleep Medicine:

	·	about 30 percent of adults have symptoms of insomnia and about 10 percent of adults have insomnia that is severe enough to cause daytime consequences.
	·	about 26 percent of adults between the ages of 30 and 70 years have sleep apnea.
	·	about 2 percent of adults suffer from RLS.
	·	about 1 percent of people have narcolepsy and REM sleep behavior disorder.

AFSC acquires patients through referrals and marketing efforts.

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The development of AFSC is in its early stages. It is leasing space and equipment in two locations as needed. Its staff is being hired on a part-time basis until our patient load is sufficient to support full-time staffing. The current staff comprises a medical director, who has general oversight of AFSC, a polysomnographic technologist, who performs diagnostic procedures (“sleep studies”), a Sleep Board registered physician and a Registered Sleep Tech Scorer, who evaluates, interprets and scores sleep studies, and an office manager who it shares with PRI. Our staff works for us only when we have patients. We believe that our staff, space and equipment are adequate for the current operations combinedof AFSC.

Our goal is to expand our existing facility to be capable of performing sleep tests for 20 patients per month, with a view, as patient load increases, to opening a second facility having a larger capacity and a complete laboratory. Staffing would be increased to include a director of business operations and a receptionist.

When a patient is referred to AFSC for testing, it may perform an at-home sleep test, which monitors a patient’s breathing, oxygen levels, and breathing effort. If the at-home test indicates further testing, or if AFSC determines that at-home testing would not be useful, it will perform a sleep study (“polysomnography”), which is a comprehensive test used to diagnose sleep disorders by monitoring sleep stages and cycles to identify if or when they are disrupted and why. This test records a patient’s brain waves, blood oxygen level, heart rate, breathing rate and eye and leg movements.

Polysomnography may be performed at a sleep disorder unit in a hospital or a sleep center. In a typical test, a patient arrives in the evening and stays overnight. The test is performed in a dark and quiet room with a bed and a bathroom and is equipped with a low-light video camera so that the polysomnography technologist can observe the room when lights are extinguished. After a patient prepares for sleep, a technologist attaches sensors to the patient’s scalp, temples, chest and legs and an oximeter to his finger or earlobe; these devices are connected to a computer, which records data indicating his sleep patterns during the night. While the patient sleeps, a technologist observes the video and monitors his brainwaves, eye movements, heart rate, breathing pattern, blood oxygen level, body position, chest, abdominal and limb movement, and snoring. If sleep apnea is being treated, the technician may have the patient try a positive airway pressure machine or device that delivers a constant stream of air that keeps his airway passages open while sleeping.

The information gathered during polysomnography is evaluated first by a polysomnography technologist, who uses the data to chart sleep stages and cycles. The measurements recorded during the polysomnography provide information about a patient’s sleep patterns. For example:

	·	Brain wave activity and eye movements during sleep can help to identify disruptions in the stages that may occur due to sleep disorders such as narcolepsy and REM sleep behavior disorder.
	·	Abnormal variations in heart and breathing rate in blood oxygen may suggest sleep apnea.
	·	Correct settings for positive airway pressure machines or oxygen if prescribed.
	·	Frequent leg movements that disrupt sleep may indicate periodic limb movement disorder.
	·	Other unusual movements or behaviors during sleep may indicate REM sleep behavior disorder or another sleep disorder.

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A report is generated, reviewed for accuracy, scored and given to the doctor who will diagnose the sleep disorder. After diagnosis, the following therapies are offered:

	·	Continuous positive airway pressure (CPAP). If a patient has moderate to severe sleep apnea, he may benefit from using a machine that delivers air pressure through a mask while asleep.
	·	Other airway pressure devices. An airway pressure device that automatically adjusts while a patient sleeps (auto-CPAP) is available. Units that supply bilevel positive airway pressure (BPAP) also are available. These provide more pressure when a patient inhales and less when he exhales.
	·	Oral appliances. Oral appliances are designed to open a patient’s throat by bringing your jaw forward, which can sometimes relieve snoring and mild obstructive sleep apnea.
	·	Supplemental oxygen. Using supplemental oxygen while a patient is asleep may help if he has central sleep apnea.
	·	Adaptive servo-ventilation (ASV). This recently approved airflow device learns a patient’s normal breathing pattern and stores the information.

AFSC is now treating approximately six patients. We expect that its patient load will increase in the coming months and that it will produce revenue of $120,000 for the year ending May 31, 2023.

Hippocrates Business

The Hippocrates Business provided concierge healthcare services. From its inception, it did not provide sufficient revenue and was discontinued on October 31, 2020.

Description of Property

The Company leases premises of approximately 4,500 square feet located at 6201 Bonhomme Road, Suites 460S and 466S, Houston, Texas. The lease provides for a base rent of $3,381.96 per month, increasing to (i) $3,529 per month on July 1, 2020, (ii) $3,676 per month on July 1, 2021, and (iii) $3,823 per month on July 1, 2022, subject to CPI increase. The lease expires on June 30, 2023. The leased space is shared by PUI, Alpha Research Institute and AFSC.

In addition, two of the Company’s officers lease 1,400 square feet in Houston, Texas, at 1625 Main St, Houston, Texas, under a lease the term of which commenced on February 29, 2020, and will expire on September 30, 2022, at a rent of $3,449 per month; these officers have made a portion of these premises available to the Company for use as office space, for which the Company pays them $2,817 per month.

Legal Proceedings

The Company has not been and 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.

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MANAGEMENT

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

Name	Age	Position
Dante Picazo	66	Chief Executive Officer and Director
Henry Levinski	70	Vice President and Director
Jose Torres	63	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 to a term of one year and serves until his successor is duly elected and qualified or until he dies, resigns or is removed. Members of the Board receive no compensation for their services as such.

Biographical Information Regarding Officers and Directors

Dante Picazo

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 the concrete industry position him well as our Chairmanoperating and Chief Executive Officer.

Yiru Shi (CFO)

Ms. Yiru Shi, age 37, has been our Chief Financial Officer since December 2009. Priorgrowing from concept to that, Ms. Shi served as the Chief Financial Officer of Shengtai Pharmaceutical, Inc., a U.S.profitability, originating marketing and branding efforts, leading to initial public company from 2008. From 2005 to 2008, Ms. Shi was the audit managerofferings for Kabani & Co., Inc., a PCAOB registered auditor headquartered in California. From 2002 to 2004, Ms. Shi was a controller at Aroa Marketing. Prior to that, Ms. Shi worked as Channel Program Manager at Sun Microsystems and as a financial analyst at Hewlett Packard China. Ms. Shi is a Certified Public Accountant since 2007. She graduated with an MBA degree from the University of California, Irvine in 2003. She received her Bachelor degrees in Computer Science and International Trade and Business from the Beijing Polytechnic University in 1997.

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Shuqian Wang (Director)

Ms. Wang, age 43, has been our Director since September 2009. She is a partner at East Associates, a law firm in China, since October 2002. Prior to that, she was with another PRC law firm, C&T Partners, from September 1989 to 1996 as an associate, and from 1996 to 2002 as a partner. Ms. Wangthree companies.

He graduated from Cornell University of Kent at Canterbury with an LL.M. degree in International Trade Law in 1997, and she received her Bachelor degree in law from the School of Law of Nanjing UniversityHotel Administration in 1988. We believe that Ms. Wang’s qualificationsIthaca, N.Y., and her over 20 year experienceis fluent in advising Chinese companies on complicated legal issues arising in connection with capital formation and M&A provide a unique perspective for our Board.

Francis Nyon Seng Leong (Director)

three languages.

Mr. Leong, age 66, has been our Director since February 2010. He has been the principal of Sungai River Inc., an international financial consulting company since October 2003. From March to June of 2004, he was Chief Financial Officer and Secretary of Blue Diamond Mining Corporation, an NEX board listed company in the oil and gas industry. Prior to that, Mr. Leong was the Treasurer for the City of Calgary, Canada from October 1999 through August 2003. Currently, Mr. Leong is serving on the boards and the committeesPicazo’s control of the following public companies: Boyuan Construction Group, a construction company listed on Toronto Stock Exchange, Andatee China Marine Fuel Services Corporation, a NASDAQ traded company inCompany through his ownership of its capital stock, together with his knowledge of the marine fuel industryPharmacology University Business and China Industrial Waste Management, Inc., an industrial waste management company listed on the OTC Bulletin Board. Mr. Leong received his Master’s degree in Public Administration from the Marriott School of Management of Brigham Young University in 1975. In 1968, he graduated from National Chengchi University in Taiwan with a Bachelor degree in commerce. We believe that Mr. Leong’s qualifications to serve as our director include his extensive experience in corporateinternational business and finance, and corporate governance acquired by him while serving onled to the boards and committees of several public companies.

Zhenhai Niu (Director)

Mr. Niu, age 48, has been our Director since February 2010. He is currently the general manager of Beijing Ritan Hotel from February 2008. Prior toconclusion that he should serve as a member of the board.

Henry Levinski

Mr. Levinski has served as treasurer and a director of the Company since the merger of PUI into the company on December 19, 2019, and was the managerco-founder of China Hainan Huandao Taide HotelPUI, serving as one of its directors and its chief executive officer from 1995its incorporation in 2009. He has over 40 years of experience in operations, marketing, purchasing and training.

Mr. Levinski’s knowledge of the Pharmacology University Business, together with his prior experience, led to 2008. Mr. Niu received his Bachelor’s degree in Management from Beijing University and Capital University of Economics and Business in 1987 and 1985, respectively. We believethe conclusion that Mr. Niu’s qualifications tohe should serve as our director include his extensive management experience as well as his executive leadership.

Pat Lee Spector (Director)

Mr. Spector, age 66,a board member.

Jose Torres

Dr. Torres has been our Director since February 2010. He has been the Executive Advisor of AECOM Technology, Inc., a technical and management service provider that is currently listed on New York Stock Exchange (“NYSE”) since September 2007. From January 1999 through May 2007, he served as a Vice Presidentdirector and national medical director of Jacobs Engineering Group Inc.,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 NYSE listed company thatresidency in internal medicine residency at Caguas Regional Hospital in Puerto Rico. He is engagedcertified 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 businessmedical uses of technical servicescannabis and support. 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. Spector received his Master degree in Architecture in 1970Torres’ experience with the medicinal use of cannabis and his Bachelor degree in Physics in 1966 from Washington University. We believe that Mr. Spector is well suited to sit on our Board based on his extensive experience in management solutions advising public and private companies on business development and expansion of operations.

Audit Committee

The Board of Directors created the audit committee in March 2010. The Audit Committee is to oversee the Company's accounting and financial reporting processes, as well as its financial statement audits. The committee recommendswith sleep disorders led to the Board of Directors the selectionconclusion that he should serve as a member of the Company’s outside auditors and reviews their procedures for ensuring their independence with respect to the services performed for the Company.board.

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The Audit Committee is comprised

EXECUTIVE COMPENSATION

Compensation of three directors: Mr. Francis Leong, Ms. Shuqian Wang and Mr. Pat Spector. Mr. Leong is the Chairman of the Audit Committee. In the opinion of the Board of Directors, Ms. Wang, Messrs. Leong and Spector are independent of management and free of any relationship that would interfere with their exercise of independent judgment as members of this committee and they are independent as defined by the rules of the NASDAQ Stock Market. The Board of Directors has adopted a written charter for the Audit Committee.

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Audit Committee Financial Expert

The Board of Directors has determined that we have an Audit Committee financial expert, as defined under Item 407(d)(5)(i) of Regulation S-K, serving on our Audit Committee. Mr. Leong is our Audit Committee financial expert, and he is independent as defined by the rules of the NASDAQ Stock Market.

Compensation Committee

In March 2010, the Board of Directors established a Compensation Committee, which is responsible for the design, review, recommendation and approval of compensation arrangements for our directors, executive officers and key employees, and for the administration of our equity incentive plans, including the approval of grants under such plans to our employees, consultants and directors. The Compensation Committee also reviews and determines compensation of our executive officers, including our Chief Executive Officer. The board of directors has adopted a written charter for the Compensation Committee. Mr. Francis Leong, Mr. Zhenhai Niu and Mr. Pat Spector, each of whom is an independent director, currently serve on the Compensation Committee. Mr. Spector is the Chairman of the Compensation Committee.

Nominating Committee

In March 2010, the Board of Directors established a Nominating Committee which assists in the selection of director nominees, approves director nominations to be presented for stockholder approval at our annual general meeting and fills any vacancies on our board of directors, considers any nominations of director candidates validly made by stockholders, and reviews and considers developments in corporate governance practices. The board of directors has adopted a written charter for the Nominating Committee. Ms. Shuqian Wang, Mr. Zhenhai Niu and Mr. Pat Spector, each of whom is an independent director, currently serve on the Nominating Committee. Ms. Wang is the Chairman of the Nominating Committee.

Code of Ethics

We have adopted a Code of Conduct that applies to all of our employees and officers, and the members of our Board of Directors. A copy of the Code of Ethics was included as Exhibit 14.1 to our current report on Form 8-K filed on March 12, 2010. A printed copy of the Code of Conduct may also be obtained free of charge by writing to us at our headquarters located at Shidai Caifu Tiandi Building Suite 1906-09 1 Hangfeng Road Fengtai District, Beijing, China 100070; attention: Company Secretary.

COMPENSATION

Officers

The following table reflects thesets forth information concerning all compensation awarded to, earned by, or paid to our principal executive officer and our two most highly compensated executive officers, other than the principal executive officer, who were serving as such on May 31, 2022, for the fiscal years ended May 31, 2022, and May 31, 2021.

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)

Dante Picazo

2021

22,500

–

–

–

–

–

–

22,500

CEO

2020

5,000

–

–

–

–

–

–

5,000

Henry Levinski

2021

24,000

–

–

–

–

–

–

24,000

VP

2020

16,200

–

–

–

–

–

–

16,200

Compensation Discussion and Analysis

The Company has determined the amount paid as salary to the persons named in the above table based on the Company’s ability to pay. The Company believes that these salaries are lower than those that these persons could earn in equivalent positions in other companies and that these persons have earned more than $100,000elected to receive these salaries and remain with the Company because of their equity positions in anythe Company, their belief in the prospects of the previous two fiscal years.

Summary Compensation Table

Name and Principal Position		Year		Salary ($)				Option Awards ($)(1)				Total ($)
Rong Yang,		2010			128,992				559,457				688,449
Chairman, President and		2009			122,900				—				122,900
Chief Executive Officer(2)
Yiru Shi,		2010			50,000				419,593				469,593
Chief Financial Officer(3)		2009			—				—				—

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(1)	The amounts in these columns represent the compensation cost of stock options granted in 2010, except that these amounts do not include any estimate of forfeitures. The aggregate grant date fair value of option awards granted were determined in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (formerly SFAS123(R) and are recognized as compensation cost over the requisite service period. The amount recognized for these awards was calculated using the Black Scholes option-pricing model, and our 2010 Stock Incentive Plan is described in this prospectus.
(2)	Rong Yang was also the Chief Financial Officer of the Company until December 17, 2009 when he resigned from this position and Yiru Shi was appointed as the Chief Financial Officer of the Company.

(3)	Yiru Shi was appointed as the Chief Financial Officer of the Company on December 17, 2009.

Narrative Disclosure to Summary Compensation Table

Employment Agreements

Rong Yang

On February 12, 2010, the Company and intangible reasons of which the Company may not be aware. In the case of Mr. Rong Yang entered into an amended and restated employment agreement (the “CEO Employment Agreement”) for his serviceLevinski, the Company has provided additional compensation in the form of shares of Common Stock. The Company believes that it needs to be able to provide competitive compensation to these persons, as well as persons that it hires in the Company’s Chief Executive Officer for a term of five years. The CEO Employment Agreementfuture, but will not be able to do so until it can generate materially increased revenue. Until then, the Company is automatically renewable for an additional year unless either party notifies the other at least 30 days priorsubject to the endrisk that one or more of these persons will seek employment elsewhere. The Company has adopted its 2022 Equity Incentive Plan (see “Incentive Plan”) and may explore the termadoption of an intentionplans that will enable it to terminate. Underreward and retain the CEO Employment Agreement, Mr. Yang will be compensated with an annual salaryloyalty of RMB 1,500,000, payable monthly in equal installments in arrears. He will also receive options to purchase 400,000 sharesthese and other employees through awards of the Common Stock, exercisable at $3.90 per share.

In the event that Mr. Yang’s serviceshare-based compensation, such as the Company’s CEO is terminated, whether involuntarily or voluntarily, under certain circumstances, or following the occurrence of a Change of Control, as defined under the Employment Agreement (the “Separation from Service”), Mr. Yang shall receive: (i) a lump sum payment of fifteen times of Mr. Yang’s annual salary; (ii) Common Stock equal to 3% of then outstanding Common Stock; and (iii) continuing health insurance benefits for two years after the occurrence of Change of Control. Additionally, all unvestedstock options, restricted stock performance shares and restricted stock appreciation rights previously granted to Mr. Yang under the Company’s incentive plan will immediately be fully vested upon his Separation from Service.

In the event that the above payments and benefits to Mr. Yang upon his Separation from Service following a Change of Control (the “Separation Parachute Payments”) would (i) constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) or any similar or successor provision to 280G; and (ii) be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision to Section 4999 (the “Excise Tax”), then such Severance Parachute Payments shall be reduced to the largest amount which would result in no portion of the Severance Parachute Payments being subject to the Excise Tax, at the discretion of Mr. Yang.

Yiru Shi

On December 17, 2009, the Company entered into an employment agreement with Ms. Yiru Shi as its Chief Financial Officer (the “CFO Employment Agreement”). Such Employment Agreement provides that Ms. Shi will serve as acting CFO of the Company for a three-month probation period (the “Probation Period”), at the end of which the Board will review Ms. Shi’s performance and approve her appointment as the Company’s Chief Financial Officer. The term of the Employment Agreement is two years, including the Probation Period, with a renewal option upon a 15-day written notice in advance (the “Term”). Ms. Shi will be compensated as follows:

units.

1)45

An annual salary of $150,000, or $12,500 monthly payable in U.S. dollars; and

2)

Options to purchase 300,000 shares of the Common Stock of the Company, exercisable at $3.90 per share, to vest in two equal installments respectively on December 17, 2010 and December 17, 2011. If Ms. Shi’s employment is terminated prior to the vesting date, any unvested options will be terminated. If her employment is terminated after the vesting date, any vested but unexercised options shall terminate on the 91st day following the date of the termination of her employment.

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Compensation Discussion and Analysis

Overview

We intend to provide our named executive officers (as defined in Item 402 of Regulation S-K) with a competitive base salary that is in line with their roles and responsibilities when compared to peer companies of comparable size in similar locations.

It is not uncommon for PRC private companies in northeastern China to have base salaries as

Incentive Plan

General Information

On July 20, 2022, the sole form of compensation. The base salary level is established and reviewed based on the level of responsibilities, the experience and tenure of the individualBoard adopted, and the current and potential contributions ofshareholders approved, the individual. The base salary is compared to the list of similar positions within comparable peer companies and consideration is given to the executive’s relative experience in his or her position.  Base salaries are reviewed periodically and at the time of promotion or other changes in responsibilities.

In March 2010, our board of directors established a compensation committee comprised of independent directors. The compensation committee will perform periodically a strategic review of the compensation program for our executive officers to determine whether it provides adequate incentives and motivation to our executive officers and whether it adequately compensates our executive officers relative to comparable officers in other companies with which we compete for executives.  Those companies may or may not be public companies or companies located in the PRC or even, in all cases, companies in a similar business.

2010 Stock Incentive Plan

In February 2010, we adopted the 2010 Stock2022 Equity Incentive Plan (the “2010“Incentive Plan”). All officers and key employees, directors of, and consultants to the Company and its subsidiaries and affiliates, who are responsible for or contribute to the management, growth and/or profitability of the business of the Company and/or its subsidiaries and affiliates are eligible for participation in the 2010 Plan.  One Million One Hundred Fifty Thousand (1,150,000) shares of the Company’s common stock have been authorized and reserved, which provides for the 2010 Plan, subject to an increasegrant of up to 10% of the Company’s issued and outstanding Common Stock, and any shares that may become available for issuance under awards under the 2010 Plan as a result of expiration or forfeiture. The Company may issue stock options, stock appreciation rights, restricted stock, awards,unrestricted stock, restricted stock units, and performance awards to directors, officers, employees and other stock-based awards under the 2010 Plan.consultants (“Grantees”). The 2010 planIncentive 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 income 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 Prospectus, 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 as awards intended to promote retention.

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 Compensation Committee.

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Outstanding Equity Awards

The following table reflects the unexercised options, stock that has not vested and equity incentive planshareholders.

No awards for each named executive officer outstandinghave been made as of the enddate of this Prospectus.

Provisions of the fiscal year ended May 31, 2010:

		Option Awards
Name		Number of  Securities  Underlying  Unexercised  Options  (#)				Number of  Securities  Underlying  Unexercised  Unearned  Options  (#)				Equity  Incentive Plan  Awards:  Number of  Securities  Underlying  Unexercised  Unearned  Options  (#)				Option  Exercise  Price  ($)				Option  Expiration  Date
Rong Yang			400,000	(1)			—				400,000	(1)		$	3.90					(1)
Yiru Shi			300,000	(2)			300,000	(2)			—			$	3.90					(2)

(1)	These options vest in two equal installments on February 13, 2011 and February 13, 2012, respectively. Each installment expires 5 years after its date of vesting.

(2)	These options vest in two equal installments on December 17, 2010 and December 17, 2011, respectively. Each installment expires 3 years after its date of vesting.

Additional Narrative Disclosure

We have no plans that provide for the payment of retirement benefits, or benefits that will be paid primarily following retirement, including, but not limited to, tax qualified defined benefit plans, supplemental executive retirement plans, tax qualified defined contribution plans and non-qualified defined contribution plans.

Director Compensation

Incentive Plan

The following table reflects the compensation of the current directors (other than the named executive officers) for the Company’s fiscal year ended May 31, 2010:

Name of Director		Fees Earned or Paid in Cash ($)			Option Awards ($)(1)		Total  ($)
Francis Leong (2)			5,637		21,339			26,976
Zhenhai Niu (2)			4,827		21,339			26,166
Pat Spector (2)			6,175		21,339			27,514
Shuqian Wang (2)			5,637		11,589			17,226

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(1)

The amounts in these columns represent the compensation cost of stock options granted in 2010, except that these amounts do not include any estimate of forfeitures. The grant date fair value of option awards granted were determined in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (formerly SFAS123(R)  and are recognized as compensation cost over the requisite service period. The amount recognized for these awards was calculated using the Black-Scholes option-pricing model.

(2)	As of October 11, 2010, Messrs. Leong, Niu, Spector and Ms. Wang each held options to purchase 10,000 shares of our common stock at an exercise price of $3.90 per share.

On February 12, 2010, Messrs. Francis Nyon Seng Leong, Zhenhai Niu, and Pat Lee Spector were appointed as directors of the Company. Each of Messrs Leong, Niu and Spector entered into an Independent Director Agreement with the Company. On March 22, 2010, Ms. Shuqian Wang entered into an Independent Director Agreement with the Company. A summary of the compensation for the directorship of each of Messrs. Leong, Niu and Spector and Ms. Wang is set forth as follows:

1.

An annual salary of $15,000, or $1,250 payable at the end of each month;

2.

For the service as a chairman of a committee, such director shall receive an additional fee of $5,000 per annum, payable in equal installments at the end of each month. For the service as a member of a committee, such director shall receive an additional fee of $2,000 per annum, payable in equal installments at the end of each month.

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3.

Options to purchase 10,000 shares of the Common Stock subject to the 2010 Plan, exercisable at $3.90 per share, to vest one year after the grant date. Such options will expire 36 months from the date of the grant.  If the directorship is terminated, the vested option will expire 365 calendar days after the termination.

4.

Reimbursement of traveling expenses for such director’s attendance of meetings of the Board or any committee of the Company.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with related persons

The following includes a summary of transactions for the last fiscal years ended May 31, 2010 and 2009 and for the three month period ending August 31, 2010, in which we were a participant, and in which any related person had a direct or indirect material interest (other than compensation described under “Executive Compensation”).  We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm's-length transactions.

Total outstanding amount of related party payable was $46,892 and $47,125 as of August 31, 2010 and May 31, 2010, respectively. These payables bear no interest and have no fixed payment terms. Currently, the related party payable consists of the following:

		August 31, 2010				May 31, 2010
Rong Yang (Chairman)		$	46,892			$	47,125
Total		$	46,892			$	47,125

Total outstanding amount of related party receivables was $1,358,980 and $1,286,945 as of August 31, 2010 and May 31, 2010, respectively. These receivables require no interest and have no fixed re-payment terms. Currently, the receivables from related party consist of the following:

		August 31, 2010				May 31, 2010
Yang Ming (Chairman Yang Rong’s brother)		$	161,000	(1)		$	147,817
Guiping Liao (CEO’s wife)			1,137,980	(1)			1,126,661
Xi Yang (CEO’s son)			60,000	(1)			12,467
Total		$	1,358,980			$	1,286,945

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(1)	The purpose of these related party receivables are for business purposes such as travel advances.

The total outstanding amount of related party payables was $47,125 and $564,419 as of May 31, 2010 and 2009, respectively. These payables are loans from related parties for business purposes. They bear no interest, are unsecured and have no fixed payment terms. Currently, the related party payable consists of the following:

		May 31, 2010				May 31, 2009
Rong Yang (Chairman)		$	47,125			$	372,489
Shunjun Liao (Chairman’s brother-in-law)			-				98,723
RongHua Chang Shen Transportation (20% owned by a common shareholder)			-				93,207
Total		$	47,125			$	564,419

Total outstanding amount of related party receivables was $1,286,945 and $674,289 as of May 31, 2010 and 2009, respectively. These receivables require no interest and have no fixed re-payment terms. Currently, the receivables from related parties consist of the following:

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		May 31, 2010				May 31, 2009
Lao Zhan (common shareholder)		$	-			$	465,332
Yang Ming (Chairman Yang Rong’s brother)			147,817				187,490
Guiping Liao (CEO’s wife)			1,126,661	(1)			-
Xi Yang (CEO’s son)			12,467				-
Heng Jian (20% owned  by a common shareholder )			-				20,736
Beijing Yihua Daxin Investment (holding company)			-				731
Total		$	1,286,945			$	674,289

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(1)	The purpose of this loan was compliance with the PRC currency regulations. The loan was extended by our Hong Kong subsidiary.

Except as set forth in our discussion above, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons

As we increase the size of our board of directors and gain independent directors, we expect to prepare and adopt a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.”  For purposes of our policy only, a “related-person transaction” will be a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000.  Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person will not be covered by this policy.  A related person will be any executive officer, director or a holder of more than five percent of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.

We anticipate that, where a transaction has been identified as a related-person transaction, the policy will require management to present information regarding the proposed related-person transaction to our audit committee (or, where approval by our audit committee would be inappropriate, to another independent body of our board of directors) for consideration and approval or ratification.  Management’s presentation will be expected to include a description of among other things, the material facts, the direct and indirect intereststerms of the related persons, the benefits of the transaction to us and whether any alternative transactions are available.

To identify related-person transactions in advance, we are expected to rely on information supplied by our executive officers, directors and certain significant stockholders.  In considering related-person transactions, our board of directors will take into account the relevant available facts and circumstances including, butIncentive Plan, which is not limited to:

·

the risks, costs and benefits to us;

·

the impact on a director's independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

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·

the terms of the transaction;

·

the availability of other sources for comparable services or products; and

·

the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.

We also expect that the policy will require any interested director to excuse himself or herself from deliberations and approval of the transaction in which the interested director is involved.

PRINCIPAL STOCKHOLDERS

The following table provides information concerning beneficial ownership of our capital stock as of October 11, 2010 by:

·

each stockholder, or group of affiliated stockholders, who owns more than 5% of our outstanding capital stock;

·

each of our named executive officers;

·

each of our directors; and

·

all of our directors and executive officers as a group.

The following table lists the number of shares and percentage of shares beneficially owned based on 12,930,620 shares of Common Stock outstanding as of October 11, 2010.

Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of Common Stock subject to options and warrants currently exercisable or exercisable within 60 days of October 11, 2010 or issuable upon conversion of convertible securities which are currently convertible or convertible within 60 days of October 11, 2010 are deemed outstanding and beneficially owned by the person holding those options, warrants or convertible securities for purposes of computing the number of shares and percentage of shares beneficially owned by that person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.

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Name & Address of   Beneficial Owner		Office		Title of Class		Amount and Nature of Beneficial Ownership(1)					Percent of Class(2)
		Officers and Directors
Rong Yang Shidai Caifu Tiandi Suite 1906-09 1 Hangfeng Road Fengtai District Beijing, China 100070(3) (7)		Chairman, CEO and President		Common Stock			6,753,991				50.7	%
Shuqian Wang 19th Floor, Landmark Tower 2 8 North Dongsanhuan Road Beijing, China 100004(8)		Director		Common Stock			10,000				Less than 1/10 of 1	%
Francis Nyon Seng Leong 262 Millview Bay SW Calgary, Alberta T2Y 3X9(6)		Director		Common Stock			10,100				Less than 1/10 of 1	%
Pat Lee Spector 145 McSkimming Road Aspen, Colorado 81611(6)		Director		Common Stock			10,000				Less than 1/10 of 1	%
Zhenhai Niu Tuanjiehu Road Building 28, Room 1-201, Chaoyang District, Beijing 100026(6)		Director		Common Stock			10,000				Less than 1/10 of 1	%
Yiru Shu Shidai Caifu Tiandi Suite 1906-09 1 Hangfeng Road Fengtai District Beijing, China 100070 (4)		Chief Financial Officer		Common Stock			300,000				2.3	%
All officers and directors as a group (6 persons named above)				Common Stock			7,094,091				51.9	%
		5% Securities Holder
Rui Shen 3814 Ballentree Way Duluth, GA 30097(3)				Common Stock			5,673,362				45.7	%
Whitebox Combined Partners 3033 Excelsior Blvd., Suite 300 Minneapolis, MN 55416 (10)				Common Stock			751,282				5.8	%
Bingchuan Xiao Room 8, Unit 4, Building 46, No.22 Fuxing Road, Haidian District, Beijing 100842 (5)				Common Stock			756,071	(5)			5.9	%
Guiping Liao Shidai Caifu Tiandi Suite 1906-09 1 Hangfeng Road Fengtai District Beijing, China 100070 (9)				Common Stock			6,753,991				50.7	%

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(1)

Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

(2)

As of the date of this prospectus, we had 12,930,620 shares of our common stock outstanding.

(3)

Under those certain call option agreements between Mr. Yang and Mr. Shen, Mr. Yang has an option to purchase 5,113,384 shares of common stock from Mr. Shen over the course of approximately two years in installments upon achievement of certain performance milestones by the Company. Under the Call Option Agreement, Mr. Yang can assign the right to purchase the shares to third parties.

(4)

Includes options to purchase 300,000 shares of the Common Stock of the Company, exercisable at $3.90 per share, to vest in two equal installments respectively on December 17, 2010 and December 17, 2011. If Ms. Shi’s employment is terminated prior to the vesting date, any unvested options will be terminated. If her employment is terminated after the vesting date, any vested but unexercised options shall terminate on the 91st day following the date of the termination of her employment.

(5)

Under that certain call option agreement between Mr. Xiao and Mr. Shen, Mr. Xiao has an option to purchase 559,978 held by Mr. Shen over the course of approximately two years in installments upon achievement of certain performance milestones by the Company. Under the Call Option Agreement, Mr. Xiao can assign the right to purchase the shares to third parties.

(6)

Includes options to purchase 10,000 shares of the Common Stock of the Company, exercisable at $3.90 per share, to vest on February 12, 2011.

(7)

Includes options to purchase 400,000 shares of the Common Stock of the Company, exercisable at $3.90 per share, to vest on February 12, 2011. Includes 1,240,607 shares of the Common Stock of the Company held by Guiping Liao, the spouse of Mr. Yang.

(8)

Includes options to purchase 10,000 shares of the Common Stock of the Company, exercisable at $3.90 per share, to vest on March 22, 2011.

(9)

Includes options held by Mr. Yang, the spouse of Ms. Liao, to purchase 400,000 shares of the Common Stock of the Company, exercisable at $3.90 per share, to vest on February 12, 2011. Includes options held by Mr. Yang to purchase 5,113,384 shares of common stock from Mr. Shen.

(10)

Includes 64,103 shares issuable upon exercise of warrants.

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DESCRIPTION OF CAPITAL STOCK

General

Our authorized capital stock consists of 100,000,000 shares of Common Stock, no par value, and 10,000,000 shares of preferred stock, with no par value. The followinga complete description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our Amended and Restated Articlesthe Incentive Plan, which is filed as an exhibit to the registration statement of Incorporation, and By-laws.

which this Prospectus is a part.

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 October 11, 2010, there were 12,930,620the date of this Prospectus, 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.

46

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.

47

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

Our directors receive no compensation in their capacities as such.

48

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Issuance of Shares

On December 19, 2019, Pharmacology University, Inc., a Delaware corporation (“PUI”), with and into the Company pursuant to an Agreement and Plan of Merger, dated as of November 7, 2019, under which PUI was merged with and into the Company (the “PU Merger Agreement”). Pursuant to this agreement, the Company issued 4,595,467,025 shares of Common Stock to the former holders of the common stock of PUI and also issued 2,000,000 shares of its Series A Preferred to Dante Picazo, who became the Company’s chief executive officer president upon the closing of the PU Merger Agreement. As a result of these issuances, Mr. Picazo acquired sole control of the Company.

On January 5, 2020, the Company issued 50,000,000 shares of Common Stock to Henry Levinski, a director and vice president of the Company in consideration of his employment. These shares had a market value of $5,000 on the date of their issuance.

On January 5, 2020, the Company issued 40,000,000 shares of Common Stock to Jose Torres, a director and secretary of the Company, in consideration of $40,000. Based on the closing price for the Common Stock on January 3, 2020, which was the most recent date on which it was traded, these shares had a market value of $8,000.

The Company and Henry Levinski entered into an agreement, dated as of November 1, 2022, under which he agreed, in consideration of the issuance to him of 50,000,000 shares of Common Stock, to provide services in connection with causing the registration statement of which this Prospectus is a part to be declared effective by the SEC and, after it is declared effective, in assisting the Company in the marketing of the shares of the Common Stock registered thereunder for a period of the earlier of (i) two years after the registration statement is made effective or (ii) the date on which all of the shares offered by the Company under the registration statement have been sold. He also agreed that he would not resign as an officer or director of the Company during such period. A quorum of the board of directors, which did not include Mr. Levinski, approved this transaction.

Lease

Dante Picazo and Henry Levinski, two of the Company’s officers, leased 1,400 square feet in Houston, Texas, at 1625 Main St, Houston, Texas, under a lease, the term of which commenced on February 29, 2020, and expired on September 30, 2022, at a rent of $3,449 per month. These officers have made a portion of these premises available to the Company for office space, for which the Company pays them $2,817 per month. On September 15, 2022, these officers re-leased these premises under a lease that expires on March 14, 2023, at a rent of $3,038 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 is paying them $2,817 per month. The Company believes that the rental is the fair market value of the space rented.

Exchange of Shares

On August 15, 2022, pursuant to resolutions of the Board, Mr. Picazo exchanged 595,467,205 shares of Common Stock for 1,000 shares of the Company’s Series B Preferred Stock (“Series B Preferred”). By his ownership of these shares, Mr. Picazo has voting control of the Company. Since Mr. Picazo had an interest in this exchange, he did not vote on the adoption of this resolution. A quorum of the board of directors, which did not include Mr. Picazo, approved this transaction.

49

Loans

The Company has received loans from Messrs. Picazo and Levinski from time to time since the year ended May 31, 2022. All of these loans are non-interest-bearing and have no set maturity date. The Company expects to repay these loans when funds become available. During the years ended May 31, 2021, and May 31, 2022, and during the three months ended August 31, 2022, the Company received and repaid loans from and to them as follows:

		Dante Picazo				Henry Levinski
Balance at June 1, 2020		$	3,925			$	300
Year ended May 31, 2021
Amounts loaned			2,930				54,148
Amounts repaid:			(5,400	)			(43,640	)
Balance at May 31, 2021		$	1,455			$	10,808
Year ended May 31, 2022
Amounts loaned			850				58,000
Amounts repaid:			(2,350	)		$	(52,925	)
Balance at May 31, 2022		$	(45	)			15,883
Quarter ended August 31, 2022
Amounts loaned			1,850				71,159
Amount repaid			(1,850	)			(10,850	)
Balance at August 31, 2022		$	(45	)		$	76,192

PRINCIPAL AND SELLING STOCKHOLDERS

The table below sets forth the beneficial ownership of Common Stock as of the date of this Prospectus. As of that date, ________________ shares of Common Stock were issued and outstanding.

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 beneficially own more than 5% of Common Stock (excluding the Selling Stockholders) and (iv) the Selling Stockholders.

The amounts and percentages of shares 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.

50

		Shares Beneficially Owned Prior to the Offering												Shares Beneficially Owned After the Offering1
Name and Address of Beneficial Owner2		Title of Class or Series		Number		Percent of Outstanding Shares3				Shares Being Offered				Number				Percent of Outstanding Shares3
Named Executive Officers and Directors:
Dante Picazo		Common Stock		4,002,611,700	4, 5		44.3				490,500,000				3,512,111,700	4, 5			23.0
		Series A Preferred		2,000,000			80.00				–				2,000,000				80.00
		Series B Preferred		1,000			100.00				–				1,000				100.00
Henry Levinski		Common Stock		100,000,000			<1				100,000,000				–				–
Jose A. Torres		Common Stock		40,000,000			<1				40,000,000				–				–
All directors and executive officers as a group (3 persons):		Common Stock		4,142,611,700			45.9				630,500,000				3,512,111,700	4, 5			23.0
		Series A Preferred		2,000,000			100.0				–				2,500,000				100.00
		Series B Preferred		1,000			100.0				–				1,000				100.00
The Selling Stockholders:
Ibeth Corrales		Common Stock		625,000,000			6.92				625,000,000				–				–
Julian J. Gonzalez		Common Stock		321,428,572			3.56				65,285,714				256,142,858				1.68
John Jones		Common Stock		303,888,888			3.36				303,888,888				–				–
John Neville		Common Stock		300,000,000			3.32				300,000,000				–				–
Harry Feinberg		Common Stock		164,705,881			1.82				164,705,881				–				<1
Mark Herbert		Common Stock		78,000,000			<1				78,000,000				–				<1
Tony Brown		Common Stock		75,892,857			<1				15,178,572				60,714,285				<1
Richard Meikle and Laurie Meikle		Common Stock		62,500,000			<1				62,500,000				–				–
Jeffery Lien		Common Stock		55,000,000			<1				55,000,000				–				–
Esteban Berberian		Common Stock		51,470,588			<1				10,294,118				41,176,470				<1
Stephen A. Khoury		Common Stock		50,000,000			<1				20,000,000				30,000,000				<1
Casaro, S.A.		Common Stock		50,000,000			<1				20,000,000				30,000,000				<1
Paola Cedano		Common Stock		50,000,000			<1				10,000,000				40,000,000				<1
Clifford Miller		Common Stock		41,025,641			<1				20,512,820				20,512,821				<1
Juana Maria Vitales Estrada		Common Stock		38,000,000			–				38,000,000				–				–
Leroy Wilits		Common Stock		31,904,762			<1				6,380,953				25,523,809				<1
Katarin O. Robles		Common Stock		25,000.000			<1				25,000,000				–				–
Nicola Abate		Common Stock		22,222,222			<1				22,222,222				–				–
Shane Leupold		Common Stock		21,250,000			<1				21,250,000				–				–
Jorge Verar		Common Stock		20,000,000			<1				5,000,000				15,000,000				<1
Brandon Milatovic		Common Stock		20,000,000			<1				20,000,000				–				–
Rosa Casares		Common Stock		16,975,703			<1				3,395,141				13,580,562				<1
Frank and Maria Hernandez		Common Stock		16,071,428			<1				3,214,285				12,857,143				<1
Jonathan Eisner		Common Stock		16,000,000			<1				16,000,000				–				–
Adriane Kearney		Common Stock		15,000,000			<1				3,000,000				12,000,000				<1
Ludvina Martinez		Common Stock		14,705,882			<1				2,941,177				11,764,705				<1
Andres Mesa		Common Stock		14,285,715			<1				2,857,143				11,428,572				<1
Laura and Jesus Grimaldo		Common Stock		13,161,764			<1				2,632,353				10,529,411				<1
David Ward		Common Stock		10,080,645			<1				2,016,129				8,064,516				<1
Dianely Heredia		Common Stock		10,000,000			<1				10,000,000				–				–

51

Will Morey		Common Stock		10,000,000			<1				10,000,000				–				–
Alfonso Campos		Common Stock		10,000,000			<1				2,000,000				8,000,000				<1
Robert A. Fleming		Common Stock		10,000,000			<1				2,000,000				8,000,000				<1
Dolores Diaz		Common Stock		8,928,857			<1				1,785,772				7,143,085				<1
Shawna M. Heisler		Common Stock		7,000,000			<1				1,400,000				5,600,000				<1
Stephen Joshua Bertrand		Common Stock		7,000,000			<1				1,400,000				5,600,000				<1
Lourdes Perez Ruiz and Cesar A Oliver Canabal		Common Stock		7,000,000			<1				7,000,000				–				–
Ana and Raul Hernandez		Common Stock		6,944,444			<1				1,388,889				5,555,555				<1
Cannapolis Scientific Farm SAS		Common Stock		6,429,000			<1				1,285,800				5,143,200				<1
Juan de Dios Martinez		Common Stock		6,250,000			<1				1,250,000				5,000,000				<1
Rosa Galindo		Common Stock		6,250,000			<1				1,250,000				5,000,000				<1
Paola Perales		Common Stock		6,000,000			<1				1,200,000				4,800,000				<1
David Esparza		Common Stock		5,882,353			<1				1,176,471				4,705,882				<1
George and Sky Noel		Common Stock		5,018,939			<1				1,003,788				4,015,151				<1
Alex J. Cruz Valez		Common Stock		5,000,000			<1				1,000,000				4,000,000				<1
Eduardo Ibarra		Common Stock		5,000,000			<1				5,000,000				–				<1
Bob Wood		Common Stock		5,000,000			<1				1,000,000				4,000,000				<1
Brian Cuban		Common Stock		5,000,000			<1				1,000,000				4,000,000				<1
Maria Magdelena Pinedo		Common Stock		5,000,000			<1				1,000,000				4,000,000				<1
Victor Montanez		Common Stock		5,000,000			<1				1,000,000				4,000,000				<1
Jennifer Ariceli Simbana Prado		Common Stock		5,000,000			<1				5,000,000				–				–
Marianna Jazmin Sardi Nobles		Common Stock		5,000,000			<1				5,000,000				–				–
Anne Marie Graham Escobar		Common Stock		5,000,000			<1				5,000,000				–				–
Teresa Lafond		Common Stock		4,000,000			<1				4,000,000				–				–
Ericka and Marcos Nava		Common Stock		3,750,000			<1				750,000				3,000,000				<1
Wyntrea Cunningham		Common Stock		3,571,428			<1				714,286				2,857,142				<1
Shana Rodriguez		Common Stock		3,125,000			<1				685,000				2,440,000				<1
Dante Rodriguez		Common Stock		3,000,000			<1				600,000				2,400,000				<1
Eugenio E. Ibarra Pereira		Common Stock		3,000,000			<1				600,000				2,400,000				<1
Leidy Marulanda Escudero		Common Stock		3,000,000			<1				600,000				2,400,000				<1
Arturo Gomez		Common Stock		2,500,000			<1				500,000				2,000,000				<1
Teresa Serrano-Lamm		Common Stock		2,500,000			<1				500,000				2,000,000				<1
Cardamom Export Company SAS		Common Stock		2,143,000			<1				428,600				1,714,400				<1
Billy and Krista Foxworth		Common Stock		2,000,000			<1				400,000				1,600,000				<1
Cecil Bishop, Jr.		Common Stock		2,000,000			<1				400,000				1,600,000				<1
Martina A Cortez		Common Stock		2,000,000			<1				400,000				1,600,000				<1
Presly Schoenman		Common Stock		2,000,000			<1				400,000				1,600,000				<1
Tom Tusing		Common Stock		2,000,000			<1				400,000				1,600,000				<1
Fernando and Ramon Najera		Common Stock		2,000,000			<1				2,000,000				–				–
Lizeth Vega		Common Stock		1,893,939			<1				378,788				1,515,151				<1
Steven and Sonia Flores		Common Stock		1,562,500			<1				312,500				1,250,000				<1
Eric Dangler, Timothy Borgmann and David Farmos		Common Stock		1,500,000			<1				300,000				1,200,000				<1
Leavery Y. Davidson		Common Stock		1,500,000			<1				300,000				1,200,000				<1
Akil Thomas		Common Stock		1,470,588			<1				294,117				1,176,471				<1
Annabel Velasquez		Common Stock		1,470,588			<1				294,117				1,176,471				<1
Jeanette Cantu and Ricardo Beltran		Common Stock		1,470,588			<1				294,117				1,176,471				<1

52

Maryanne Velasquez

Common Stock

1,470,588

<1

294,117

1,176,471

<1

Ricardo Delacruz

Common Stock

1,470,588

<1

294,117

1,176,471

<1

Robert Gomez

Common Stock

1,470,588

<1

294,117

1,176,471

<1

Shanner Fugett

Common Stock

1,470,588

<1

294,117

1,176,471

<1

Tommy Hampton

Common Stock

1,470,588

<1

294,117

1,176,471

<1

Victor and Rene Gonzalez

Common Stock

1,470,588

<1

294,117

1,176,471

<1

Carrie Ray

Common Stock

1,177,000

<1

235,400

941,600

<1

Denise Rodriguez Steidel

Common Stock

1,000,000

<1

200,000

800,000

<1

Jill Rocha

Common Stock

1,000,000

<1

200,000

800,000

<1

Kristina Gallegos Martinez

Common Stock

1,000,000

<1

200,000

800,000

<1

Monique Lucy Castillo Velosa

Common Stock

1,000,000

<1

200,000

800,000

<1

Rosangel del Valle Andrades Fuentes

Common Stock

1,000,000

<1

1,000,000

–

–

Barbara Collazo Cortes

Common Stock

500,000

<1

500,000

–

–

Daniela Montana Arevalo

Common Stock

500,000

<1

500,000

–

–

Erika Daniel

Common Stock

500,000

<1

100,000

400,000

<1

Travis Slater

Common Stock

500,000

<1

100,000

400,000

<1

Brenda Gonzalez

Common Stock

250,000

<1

250,000

–

–

Sara and Maria Jaramillo Castillo

Common Stock

250,000

<1

50,000

200,000

<1

Alexis Marie Molina

Common Stock

150,000

<1

30,000

120,000

<1

(1) Assumes the sale of all shares of Common Stock shown in the column captioned “Shares Being Offered.”

(2) The address for each person is c/o Cannabis Bioscience International Holdings, Inc., 6201 Bonhomme Road, Suite 466S, Houston, TX 91789.

(3) Applicable percentage of ownership is based on 9,022,937,656 shares of Common Stock outstanding held by approximately 308 stockholderson the date of record.

this Prospectus, plus the 2,500,000 of Common Stock

Holders of into which the outstanding shares of ourSeries A Preferred Stock are convertible, totaling 9,025,437,656 shares.

(4) Assumes the conversion of all of the shares of Series A Preferred.

(5) Includes 117,000 beneficially owned together with Henry Levinski.

Corporate Governance

Director Independence

OTC 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 the consideration of executive compensation and will do so if, in the future, directors are compensated for their services as such.

53

MARKET PRICE FOR OUR COMMON EQUITY
AND RELATED SHAREHOLDER MATTERS

The Common Stock is quoted on the OTC Pink tier of the alternate trading system operated by OTC under the symbol CHNC. 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 the date of this Prospectus, the closing price for the Common Stock quoted by OTC was $_____.

As of ______________, 2023, there were ___ record holders of _____________ shares of the Common Stock, of which 2,335,975,553 shares were freely tradable.

The exemption from registration afforded by Rule 144 will not be available until January 13, 2024, at the earliest.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock comprises 20,000,000,000 shares of Common Stock, without par value, of which 9,022,937,656 shares are outstanding, and 10,000,000 shares of preferred stock, without par value, issuable in series, of which 2,500,000 shares have been designated Series A Convertible Preferred Stock (“Series A Preferred”) and 1,000 shares have been designated Series B Convertible Preferred Stock (“Series B Preferred”), all of which are outstanding. The rights of the holders of each class and series are as follows:

Common Stock

Holders of Common Stock are entitled to cast one vote for each share of Common Stock on all matters submitted to be voted on by the stockholders. Except if a greater plurality is required by the express requirements of law or the Company’s Amended and Restated Articles of Incorporation, the affirmative vote of the stockholders; to receive, on a majoritypro-rata basis, dividends and distributions, if any, that the Board may declare out of legally available funds, subject to preferences that are applicable to the Series A Preferred and Series B Preferred, and, if any, to series of preferred stock that may be designated in the future; and upon liquidation, dissolution or winding up, to share equally and ratably in any assets remaining after the payment of all debts and other liabilities, subject to the prior rights of the shares of voting stock represented at a meeting of stockholders at which there shall be a quorum present shall be required to authorize all matters to be voted upon by the stockholdersholders of the Company. AccordingSeries A Preferred.

We do not expect to our charter documents,declare or pay dividends on Common Stock for the foreseeable future. See “Dividend Policy.”

The holders of our Common Stock do not have any preemptive, cumulative voting, subscription, conversion, redemption or sinking fund rights. The Common Stock is not subject to calls or assessments. The rights and privileges of holders of the Common Stock are notsubject to those of the Series A Preferred, which are described below, and to any other series of preferred stock that we may issue in the future.

The Common Stock is quoted on the OTC Pink tier of the alternate trading system operated by OTC under the symbol “CHNC.”

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Preferred Stock

The Company has authorized 10,000,000 shares of preferred stock, of which 2,500,000 shares have been designated Series A Convertible Preferred Stock and 1,000 shares have been designated Series B Preferred Stock (“Series B Preferred”). The rights and preferences of the Series A Preferred Stock are the Series B Preferred Stock are as follows:

Series A Preferred

The Series A Preferred Stock is senior to the Common Stock and subordinate to all other series of preferred stock.

Each share of Series A Preferred is entitled to cumulative voting rights. There are no conversionreceive out of the funds of the Company legally available therefor, on the date on which such dividend or redemption rightsother distribution is paid or sinking funds provided for our stockholders. Sharesmade to the holders of our Common Stock, a dividend or distribution equal to the dividend or distribution that would be paid on the number of shares of Common Stock into which such share ratably in dividends, if any, as may be declared from timeof Series A Preferred Stock is convertible immediately prior to time by the Board of Directors in its discretion from funds legally availablerecord date for distribution as dividends. such dividend.

In the event of aany liquidation, dissolution or winding up of the Company, the holders of ourthe outstanding shares of Series A Preferred shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether from capital, surplus funds or earnings, and before any payment is made in respect of the shares of Common Stock, arean amount equal to the greater of: (i) the Market Price (as defined in the restated articles of incorporation) of the Series A Preferred Stock on the date of the liquidation, or (ii) ten cents ($0.10) per share of Series A Preferred, plus accrued but unpaid dividends.

The Series A Preferred may be redeemed, as a whole or in part, at any time or from time to time, as determined by the Board in its discretion. Upon redemption, each share of Series A Preferred shall receive as the full redemption payment the number of shares of Common Stock into which it is then convertible. The Board shall select the shares of Series A Preferred to be redeemed in its sole and unfettered discretion and need not do so on a pro-rata basis. The Series A Preferred is not redeemable at the option of the holders.

Each share of Series A Preferred is entitled to one vote for each share pro rata all assets remaining after payment in fullof Common Stock into which it is convertible, and except as otherwise required by law, vote as a group with the holders of Common Stock.

Each share of Series A Preferred may be converted, at the option of the holder, into the number of shares of Common Stock equal to the quotient obtained by dividing the current Series A Preference Price by the Series A Conversion Price, which is the greater of: (i) $0.10 or (ii) 75% of the Market Price of the Common Stock on the Conversion Date.

Series B Preferred

The Series B Preferred is senior to the Common Stock and the Series A Preferred.

In the event of liquidation, the shares of Series B Preferred shall not be entitled to receive any distribution of cash or other property whatsoever.

The Series B Preferred is not redeemable at the option of the holder or the Company.

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The holders of the Series B Preferred vote as a group with the holders of all liabilities. Allother classes and series of the Corporation’s capital stock and have 60% of the voting power of the Company on all matters, except that the holders of the Series B Preferred vote as a separate voting group on all matters affecting their rights as such or as otherwise specified by law. No series of preferred stock having voting rights equal or superior to the voting rights of the Series B Preferred may designated without the unanimous vote of all of the holders thereof.

The holders of Series B Preferred have no conversion rights.

Anti-Takeover Effects of the Series B Preferred

The provisions of the restated articles of incorporation designating the Series B Preferred vest 60% of the voting power of the Company in the holders thereof. These provisions prevent the holders of Common Stock from taking any action without the approval of the holders of the Series B Preferred. These provisions may have an anti-takeover effect and may delay, deter or prevent a tender offer, takeover attempt or other transaction that might be in a stockholder’s best interest, including an attempt that might result in the receipt of a premium over the market price for shares of Common Stock.

Indemnification

The Company’s amended and restated articles of incorporation require it to indemnify, to the full extent permitted by law, any person who is or was a director or officer of the Company and may indemnify any other person against any claim, liability or expense arising against or incurred by such person made a party to a proceeding because he is or was a director, officer, agent, fiduciary or employee of the Company or because he is or was serving another entity as a director, officer, partner, trustee, employee, fiduciary or agent at the Company’s request.

Elimination of Personal Liability

The Company’s amended and restated articles of incorporation provide that the personal liability of the Company’s directors to the Company or its stockholders is limited to the full extent permitted by the CBCA.

Annual Stockholders Meeting

Our amended and restated by-laws provide that annual stockholder meetings will be held at a date, time and place selected by resolution adopted by a majority of our entire Board or, if duly authorized by the affirmative vote of a majority of our entire Board, by a committee thereof, or by the chairman of our Board (if delegated such authority by resolution adopted by a majority of our entire Board). We are permitted to conduct stockholder meetings by remote communications.

The affirmative vote of holders of a majority of the outstanding shares of our Common Stock are fully paid and non-assessable.

Transfer Agent and Registrar

The registrar and transfer agent for the Company’s capital stock present, in person or by proxy, at any annual or special meeting of stockholders and entitled to vote will decide all matters voted on by stockholders at such meeting, provided that such shares constitute a quorum, unless the question is Island Stock Transfer, 100 Second Ave South, Suite 705 S, St. Petersburg. FL 33701one upon which, by express provision of law, under our amended and its main telephone numberrestated certificate of incorporation, or under our amended and restated by-laws, a different vote is 727-820-1066.required, in which case such provision will control.

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SHARES ELIGIBLE FOR FUTURE SALE

As

Future sales of October 11, 2010, there weresubstantial amounts of Common Stock, including shares issued andupon the exercise of outstanding (i) 12,930,620 sharesoptions or warrants, in the public market after the Offering, or the perception that such sales may occur, could cause the market price for the Common Stock to fall or impair our ability to raise capital through sales of our common stock, (ii) warrants to purchase 1,504,160equity securities.

Upon the termination of the Offering, assuming that all of the shares of our common stock, (iii) options to purchase 740,000 shares of our common stock of which options to purchase 300,000 shares will become exercisable in December 2010 andoffered by the balance will become exercisable in February and March 2011. 4,141,449 shares of our common stockCompany are currently eligible for resale under Rule 144. In addition to these shares, we currently have an obligation to register 1,282,091 shares of our common stock currently issued and outstanding, which sharessold, there will be freely tradable after the SEC declares effective this Registration Statement.

In October 2009, we entered into lock-up agreements with certain individuals (the “Lockup Providers”). Under such agreements, the Lockup Providers agreed not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, sell short, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any15,275,437,656 shares of Common Stock or enter into any swap or other arrangement that transfers any economic consequences of ownershipoutstanding.

In addition to the 8,786,252,288 shares of Common Stock until 24 months after the date therein (the “Lockup Period”). During the Lockup Period, the Lockup Providers that are offered by this Prospectus, (i) approximately 935,000,000 shares of Common Stock held by persons who are not affiliates of the Company will no longer be permitted to be sold after January 13, 2024, under Rule 144 promulgated by the SEC under the Securities Act (“Rule 144”) without notice to the SEC in unlimited amounts and without restriction as to the manner of sale and (ii) 3,512,111,700 shares of Common Stock held by a person who is an affiliate of the Company will be permitted to be sold under Rule 144 after January 13, 2024, in limited amounts, subject to notice to the SEC and subject to restriction as to the manner of sale and (iii) up to 600,000,000 shares of Common Stock that may be issued under the Company's 2022 Equity Incentive Plan may be sold in the public markets, subject to limitations in the case of shares issued under that plan to affiliates of the Company, upon the filing of a registration statement on Form S-8 with respect thereto or without registration under Rule 144 after being held by for the period required by that rule. The sale of these shares or the perception that they may be sold may substantially and adversely affect the market price of the Common Stock, with the result that persons who acquire shares of Common Stock in the Offering may be able to resell them only at substantial losses.

Rule 144

In general, under Rule 144, beginning on January 13, 2024, any person who is not our affiliate and has held their shares for at least six months, including the holding period of any prior owner, except for our affiliates, may sell shares without restriction, subject to the Lockup Agreement, if the stock price and trading volumeavailability of the Company’s Common Stock reaches a Threshold Term, as defined thereunder.

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Rule 144

The SEC has recently adopted amendments tocurrent public information about us. In addition, under Rule 144, which became effectiveany person who is not and has not been our affiliate at any time during the preceding three months and has held his shares for at least one year, including the holding period of any prior owner, except for our affiliates, would be entitled to sell an unlimited number of shares immediately in the event that no current public information about us is available.

Beginning on February 15, 2008 and apply to securities acquired both before and after that date. Under these amendments,January 13, 2024, a person who is our affiliate or who was our affiliate at any time during the preceding three months and who has beneficially owned restricted shares of our common stock or warrantssecurities for at least six months, is entitled to sell its securities provided that (1) such person is not deemed to have beenincluding the holding period of any prior owner other than one of our affiliates, at the time of, or at any time during the three months preceding, a sale, (2) we are subject to the Exchange Act reporting requirements for at least 90 days before the sale and (3) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale.

Persons who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person wouldwill be entitled to sell a number of shares within any three-month period only a number of securities that does not exceed the greater of:

(i) 1% of the number of shares of Common Stock outstanding, which will be approximately 152,754,376 shares immediately after the termination of the Offering, assuming that all of the shares offered by the Company are sold, and (ii) the average weekly trading volume of Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. Such sales will be subject to certain manner-of-sale provisions, notice requirements and the availability of current public information about us.

Incentive Plan Registration Statement

We intend to file with the SEC a registration statement on Form S-8 under the Securities Act covering the shares of common stock that are issuable to existing and future awards under the Incentive Plan. Shares covered by such registration statement will be available for sale in the open market following its effective date, subject to limitations applicable to shares of Common Stock held by our affiliates.

Registration rights

Persons to whom we sell shares of Common Stock or securities convertible into Common Stock pursuant to exemptions from registration under the Securities Act may acquire these shares or securities under agreements pursuant to which they may demand that we register the sale of the purchased shares under the Securities Act or, if we file a registration statement under the Securities Act other than a registration statement on Form S-8 covering securities issuable under the Incentive Plan or on Form S-4, may have the right to include their shares in such registration. Following such registered sales, these shares will be freely tradable without restriction under the Securities Act, unless they are held by our affiliates.

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1% of the total number of securities of the same class then outstanding; or

·

the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144. The selling stockholders will not be governed by the foregoing restrictions when selling their shares pursuant to this prospectus.

MATERIAL UNITED STATESU.S. FEDERAL INCOME TAX CONSIDERATIONS

General

CONSEQUENCES TO NON-U.S. HOLDERS OF COMMON STOCK

The following is a general summary of the material U.S. federal income tax consequences to an investornon-U.S. holders (as defined below) of the acquisition, ownership, and disposition of the common stock purchased by the investorCommon Stock issued pursuant to this offering. As used in this discussion, “we”, “our” and “us” refers to China Infrastructure Construction Corporation. This discussion assumesis not a complete analysis of all potential U.S. federal income tax consequences relating thereto, does not address the potential application of the Medicare contribution tax on net investment income, the alternative minimum tax, or the special tax accounting rules under Section 451(b) of the Code, and does not address any estate or gift tax consequences or any tax consequences arising under any state, local, or foreign tax laws, or any other U.S. federal tax laws. This discussion is based on the Code and applicable Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service, or IRS, all as in effect as of the date hereof. These authorities are subject to differing interpretations and may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that an investorthe IRS or a court will hold each share of our common stock issuedagree with such statements and purchasedconclusions.

This discussion is limited to non-U.S. holders who purchase Common Stock pursuant to this offering and who hold Common Stock as a “capital asset” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”)(generally, property held for investment). This discussion does not address all aspects of the U.S. federal income taxationtax consequences that may be relevant to an investora particular holder in light of that investor’ssuch holder’s particular circumstances. In addition, thisThis discussion does not address (a) U.S. federal non-income tax laws, such as estate or gift tax laws, (b) state, local or non-U.S. tax consequences, or (c) the special tax rules that may apply to certain investors, including, without limitation, banks, insurance companies, financial institutions, broker-dealers, taxpayers that have elected mark-to-market accounting, taxpayers subject to the alternative minimum tax provisions of the Code, tax-exempt entities, governments or agencies or instrumentalities thereof, regulated investment companies, real estate investment trusts, persons whose functional currency is not the U.S. dollar, U.S. expatriates or former long-term residents of the United States, or investors that acquire, hold, or dispose of our common stock as part of a straddle, hedge, wash sale, constructive sale or conversion transaction or other integrated transaction. Additionally, this discussionalso does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax treatment of entities treatedlaws, including:

·		certain former citizens or long-term residents of the United States;
·		“controlled foreign corporations”;
·		“passive foreign investment companies”;
·		corporations that accumulate earnings to avoid U.S. federal income tax;
·		banks, financial institutions, investment funds, insurance companies, brokers, dealers, or traders in securities;
·		tax-exempt organizations and governmental organizations;
·		tax-qualified retirement plans;
·		“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities, all of the interests of which are held by qualified foreign pension funds;
·		persons that own, or have owned, actually or constructively, more than 5% of Common Stock at any time;
·		persons who have elected to mark securities to market; and
·		persons holding Common Stock as part of a hedging or conversion transaction or straddle, a constructive sale, or other risk reduction strategy or integrated investment.

If an entity or arrangement that is classified as partnerships or other pass-through entitiesa partnership for U.S. federal income tax purposes or of persons who hold our common stock through such entities. Theholds Common Stock, the U.S. federal income tax treatment of a partnership and each partner thereof will generally depend upon the status and activities of the partnership and the partners thereof generally

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depend on the status of the partner and the activities of the partnership. Partnerships holding Common Stock and the partners in such partner. Thus, partnerships other pass-through entities and persons holding our common stock through such entities shouldare urged to consult their own tax advisors.

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This discussion is based on current provisions ofadvisors about the Code, its legislative history,particular U.S. Treasury regulations promulgated under the Code, judicial opinions, and published rulings and procedures of the U.S. Internal Revenue Service (“IRS”), all as in effect on the date of this prospectus. These authorities are subject to differing interpretations or to change, possibly with retroactive effect. We have not sought, and will not seek, any ruling from the IRS or any opinion of counsel with respect to thefederal income tax consequences discussed below,to them of holding and there can be no assurance that the IRS will not take a position contrary to the tax consequences discussed below or that any position taken by the IRS would not be sustained.

As used indisposing of Common Stock.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING, AND DISPOSING OF COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, OR FOREIGN TAX LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS.

Definition of non-U.S. holder

For purposes of this discussion, the term “non-U.S. holder” means any beneficial owner of Common Stock that is not a “U.S. person” meansor a partnership (including any entity or arrangement treated as a partnership) for U.S. federal income tax purposes. A U.S. person is any person that, is, for U.S. federal income tax purposes, (i) an individual citizenis or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized (or treated as created or organized) in or under the laws of the United States or of any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person under applicable U.S. Treasury regulations. As used in this discussion, the term “U.S. holder” means a beneficial owner of our common stock that is a U.S. person, and the term “non-U.S. holder” means a beneficial owner of our common stock (other than an entity that is treated as a partnershipany of the following:

·		an individual who is a citizen or resident of the United States;
·		a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;
·		an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
·		a trust (1) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Distributions on Common Stock

We have not paid dividends on Common Stock and do not anticipate paying dividends on Common Stock for the foreseeable future. However, if we make cash or other pass-through entity for U.S. federal income tax purposes) that is not a U.S. person.

THIS DISCUSSION IS ONLY A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR IN OUR COMMON STOCK IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS, AND ANY APPLICABLE TAX TREATY.

U.S. Holders

Taxation of Distributions

A U.S. holderproperty distributions on Common Stock, such distributions will be required to include in gross income as ordinary income the amount of any dividend paid on the shares of our common stock. A distribution on such shares will be treated as a dividendconstitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profitsAmounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital thatand will first be applied against and reduce (but not below zero) the U.S.a holder’s adjusted tax basis in our common stock.Common Stock, but not below zero. Any remaining excess will be treated as gain fromrealized on the sale or other disposition of the common stockCommon Stock and will be treated as described under “Gain or Lossthe section titled “— Gain on Sale, Taxable Exchange or Other Taxable Dispositiondisposition of Common Stock” below.

Any dividends we pay to a U.S. holder that is treated as a taxable corporation for U.S. federal income tax purposes will qualify for the dividends-received deduction if the applicable holding period and other requirements are satisfied. With certain exceptions, if the applicable holding period and other requirements are satisfied, dividends we pay to a non-corporate U.S. holder will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains for tax years beginning on or before December 31, 2010, after which the tax rate applicable to dividends is scheduled to return

Subject to the tax rate applicable to ordinary income.

If PRC taxes apply to any dividends paid to a U.S. holder on our common stock, such taxes may be treated as foreign taxes eligible for credit against such holder’s U.S. federaldiscussions below regarding effectively connected income, tax liability (subject to certain limitations),backup withholding and such U.S. holder may be entitled to certain benefits under the income tax treaty between the United States and the PRC. U.S. holders should consult their own tax advisors regarding the creditability of any such PRC tax and their eligibility for the benefitsSections 1471 through 1474 of the income tax treaty between the United States and the PRC.

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Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock

A U.S. holder must treat any gain or loss recognized upon a sale, taxable exchange, or other taxable disposition of our common stockCode (commonly referred to as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the common stock so disposed of exceeds one year. A U.S. holder will recognize gain or loss in an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. holder’s adjusted tax basis in the common stock so disposed of. Long-term capital gain recognized by a non-corporate U.S. holder will be subject to a maximum tax rate of 15 percent for tax years beginning on or before December 31, 2010, after which the maximum long-term capital gains tax rate is scheduled to increase to 20 percent. The deduction of capital losses is subject to various limitations.

If PRC taxes apply to any gain from the disposition of our common stock by a U.S. holder, such taxes may be treated as foreign taxes eligible for credit against such holder’s U.S. federal income tax liability (subject to certain limitations)FATCA), and such U.S. holder may be entitled to certain benefits under the income tax treaty between the United States and the PRC. U.S. holders should consult their own tax advisors regarding the creditability of any such PRC tax and their eligibility for the benefits of the income tax treaty between the United States and the PRC.

Non-U.S. Holders

Taxation of Distributions

In general, any distribution we make to a non-U.S. holder of shares of our common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute a dividend for U.S. federal income tax purposes. Unless we are treated as an “80/20 company” for U.S. federal income tax purposes, as described below, any dividenddividends paid to a non-U.S. holder with respect to shares of our common stock that is not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States, as described below, generally will be subject to U.S. federal withholding tax at a rate of 30 percent30% of the gross amount of the dividend, unlessdividends or such non-U.S. holder is eligible for a reducedlower rate of withholding tax underspecified by an applicable income tax treaty. To receive the benefit of a reduced treaty and provides proper certification of its eligibility for such reduced rate, (usually on ana non-U.S. holder must furnish a valid IRS Form W-8BEN). Any distribution not constitutingW-8BEN or IRS Form W-8BEN-E (or applicable successor form) and satisfy applicable certification and other requirements. This certification must be provided before the payment of dividends and must be updated periodically. If the non-U.S. holder holds the stock through a dividend will be treated first as reducingfinancial institution or other agent acting on the non-U.S. holder’s adjusted tax basis in its shares of our common stock (but not below zero) and,behalf, the non-U.S. holder will be required to provide appropriate documentation to the extent such distribution exceeds the non-U.S. holder’s adjusted tax basis, as gain from the sale or other disposition of the common stock,agent, which then will be treated as described under “Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock” below.

There is a possibility that we may qualify as an “80/20 company” for U.S. federal income tax purposes. In general, a U.S. corporation is an 80/20 company if at least 80 percent of its gross income earnedrequired to provide certification, either directly or from subsidiaries during an applicable testing period is “active foreign business income.” The 80 percent test is applied on a periodic basis. If we qualify as an 80/20 company, a percentage of any dividend paid by us generally will not be subject to U.S. federal withholding tax. You should consult with your own tax advisors regarding the amount of any such dividend subject to withholding tax in this circumstance.through other intermediaries.

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Dividends we pay to

If a non-U.S. holder that are effectively connectedholds Common Stock in connection with such non-U.S. holder’sthe conduct of a trade or business withinin the United States, and dividends paid on Common Stock are effectively connected with such holder’s U.S. trade or business (and if certain income tax treaties apply, are attributable to a U.S.such holder’s permanent establishment or fixed base maintainedin the United States if required by an applicable tax treaty), the non-U.S. holder) generallyholder will not be subject toexempt from U.S. federal withholding tax, provided suchtax. To claim the exemption, the non-U.S. holder complies with certain certification and disclosure requirements (usually by providing anmust generally furnish a valid IRS Form W-8ECI). Instead,W-8ECI (or applicable successor form) to us or our paying agent. However, any such effectively connected dividends paid on Common Stock generally will be subject to U.S. federal income tax on a net of certain deductions,income basis at the same graduated individual or corporateregular U.S. federal income tax rates applicable to U.S. persons. Ifin the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a foreign corporation dividends that are effectively connected incomealso may also be subject to a “branchan additional branch profits tax” at a rate of 30 percenttax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty).

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of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Non-U.S. holders that do not provide the required certification on a timely basis, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Gain on Sale, Taxable Exchange or Other Taxable Dispositiondisposition of Common Stock

A

Subject to the discussions below regarding backup withholding and FATCA, a non-U.S. holder generally will not be subject to U.S. federal income tax in respect ofon any gain recognizedrealized on athe sale exchange or other disposition of common stock,Common Stock unless:

·

·

the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder withinin the United States (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. holder);States;

·		the non-U.S. holder is ana nonresident alien individual who is present in the United States for 183 days or more induring the taxable year of the disposition, and certain other conditionsrequirements are met; or

·	we are or have been	Common Stock constitutes a “United States real property interest,” or USRPI, by reason of our status as a United States real property holding corporation” (“USRPHC”)corporation, or USRPHC, for U.S. federal income tax purposes at any time duringwithin the shorter of the five yearfive-year period ending onpreceding the date of disposition or the non-U.S. holder’s holding period for the common stock disposed of, and, generally, in the case where our common stock is regularly traded on an established securities market, the non-U.S. holder has owned, directly or indirectly, more than 5 percent of the common stock disposed of, at any time during the shorter of the five year period ending on the date of disposition or the non-U.S. holder’s holding period for the common stock disposed of. There can be no assurance that our common stock will be treated as regularly traded on an established securities market for this purpose.Common Stock.

Unless an applicable tax treaty provides otherwise, gain described in the first and third bullet points above generally will be subject to U.S. federal income tax, net

The determination of certain deductions, at the same tax rates applicable to U.S. persons. Any gains described in the first bullet point above of a non-U.S. holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30 percent rate (or a lower applicable tax treaty rate). Any U.S. source capital gain of a non-U.S. holder described in the second bullet point above (which may be offset by U.S. source capital losses during the taxable year of the disposition) generally will be subject to a flat 30 percent U.S. federal income tax (or a lower applicable tax treaty rate).

In connection with the third bullet point above,whether we generally will be classified asare a USRPHC ifdepends on the fair market value of our “United States real property interests” equals or exceeds 50 percent of the sum ofUSRPIs relative to the fair market value of our worldwide real property interests plusand our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes.business. We believe that we currently are not a USRPHC, and we do not anticipate becoming a USRPHC (althoughfor U.S. federal income tax purposes, although there can be no assurance can be given that we will not become a USRPHC. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of Common Stock by a non-U.S. holder will not be subject to U.S. federal income tax if Common Stock is “regularly traded” (as defined by applicable Treasury Regulations) on an established securities market, and such non-U.S. holder owned, actually and constructively, 5% or less of Common Stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period. Prospective investors are encouraged to consult their own tax advisors regarding the possible consequences to them if we are, or were to become, a USRPHC.

Gain described in the future).first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Gain described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate specified by an applicable income tax treaty), but may be offset by certain U.S.-source capital losses (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

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Information Reportingreporting and Backup Withholding

We generally must report annuallybackup withholding

Annual reports are required to be filed with the IRS and provided to each non-U.S. holder indicating the amount of dividends and certain other distributions we payon Common Stock paid to such holder on our common stock and the amount of any tax if any, withheld with respect to those distributions. In the caseThese information reporting requirements apply regardless of a non-U.S. holder, copies of thewhether such distributions constitute dividends and even if no withholding was required. This information returns reporting those distributions and withholdingalso may also be made available tounder a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is a resident under the provisions of an applicable income tax treaty or agreement. Information reporting is also generally required with respect to proceeds from the sales and other dispositions of our common stock to or through the U.S. office (and in certain cases, the foreign office) of a broker.

In addition, backupestablished. Backup withholding, of U.S. federal income tax, currently at a 24% rate, of 28 percent, generally will not apply to distributions made on our common stockpayments to and the proceeds from sales and other dispositions of our common stock by, a non-corporate U.S. holder who:

·

fails to provide an accurate taxpayer identification number;

·

is notified by the IRS that backup withholding is required; or

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·

in certain circumstances, fails to comply with applicable certification requirements.

A non-U.S. holder generally may eliminateof dividends on or the requirementgross proceeds of a disposition of Common Stock provided the non-U.S. holder furnishes the required certification for information reporting (other than with respect to distributions,its non-U.S. status, such as described above) and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicablevalid IRS Form W-8W-8BEN, IRS Form W-8BEN-E, or by otherwise establishingIRS Form W-8ECI, or certain other requirements are met. Backup withholding may apply if the payor has actual knowledge, or reason to know, that the holder is a U.S. person who is not an exemption.

exempt recipient.

Backup withholding is not an additional tax. Rather,If any amount is withheld under the amount of any backup withholding will be allowed asrules, the non-U.S. holder should consult with a U.S. tax advisor regarding the possibility of and procedure for obtaining a refund or a credit against a U.S. holder’s or athe non-U.S. holder’s U.S. federal income tax liability, and may entitle such holderif any.

FATCA

FATCA imposes a U.S. federal withholding tax of 30% on certain payments made to a refund, provided that“foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain required information is timely furnishedpayments and to collect and provide to the IRS. HoldersU.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are urgedforeign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. FATCA currently applies to dividends paid on Common Stock. Under applicable Treasury Regulations and administrative guidance, withholding under FATCA would have applied to payments of gross proceeds from the sale or other disposition of stock, but under proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on such proposed regulations pending finalization), no withholding would apply with respect to payments of gross proceeds.

Prospective investors are encouraged to consult with their own tax advisors regarding the applicationpossible implications of backup withholdingthis legislation on their investment in Common Stock.

PLAN OF DISTRIBUTION

By the Company

The Company is offering up to 6,250,000,000 shares of Common Stock at the Fixed Offering Price, unless modified by a post-effective amendment to the registration statement of which this Prospectus is a part. The Company may sell these shares in one or more of the following three ways: (i) to or through underwriters or dealers; (ii) directly to one or more purchasers; or (iii) through agents.

Each time we offer and sell such shares, we will, if required, make available a Prospectus supplement or supplements that will describe the method of distribution and set forth the terms of the offering, including (i) the name or names of any underwriters, dealers, or agents and the availabilitynumber of and procedure for obtaining an exemption from backup withholding in their particular circumstances.

MATERIAL PRC INCOME TAX CONSIDERATIONS

The following discussion summarizesshares of securities underwritten or purchased by each of them; (ii) if a fixed price offering, the material PRC income tax considerations relating to the ownership of our common stock following the consummation of this offering.

Resident Enterprise Treatment

On March 16, 2007, the Fifth Sessionpublic offering price of the Tenth National People’s Congress passedsecurities and the Enterprise Income Tax Lawproceeds to us; (iii) any options under which underwriters may purchase additional securities from us; (iv) any underwriting discounts or commissions or agency fees and other items constituting underwriters’ or agents’ compensation; (v) terms and conditions of the PRC (“EIT Law”),offering; (vi) any discounts, commissions or concessions allowed or reallowed or paid to dealers; and (vii) any securities exchange or market on which became effective on January 1, 2008. Under the EIT Law, enterprisessecurities may be listed.

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We may terminate the offering before all shares are classified as “resident enterprises” and “non-resident enterprises.” Pursuantsold. There is no minimum number of shares that must be sold before we may use the proceeds. Proceeds will not be returned to the EIT Law and its implementing rules, enterprises established outside China whose “de facto management bodies” are located in China are considered “resident enterprises” and subject to the uniform 25% enterprise income tax rate on global income. According to the implementing rulesinvestors if we sell less than all of the EIT Law, “de facto management body” refers toshares offered by this Prospectus. The proceeds from the sales of the shares will not be placed in an escrow account.

The offering will be conducted by the executive officers of the Company. Under Rule 3a 4-1 of the Exchange Act, an issuer may conduct a managing body that in practice exercises overall management control over the production and business, personnel, accounting and assets of an enterprise.

The EIT Law and the interpretation of manydirect offering of its provisions, including the definition of “resident enterprise,” are unclear. It is also uncertain how the PRC tax authorities would interpret and implement the EIT Law and its implementing rules. Our management is substantially based in the PRC and expected to be based in the PRC in the future, although two of our executivesecurities without registration as a broker-dealer using officers and one of our directors are not PRC nationals. It remains uncertain whether the PRC tax authorities would determine that we are a “resident enterprise”who perform substantial duties for or a “non-resident enterprise.”

Given the short historyon behalf of the EIT Lawissuer otherwise than in connection with securities transactions and lackwho were not brokers or dealers or associated persons of applicable legal precedent, it remains unclear howbrokers or dealers within the PRC tax authorities will determine the PRC tax resident treatmentpreceding 12 months and who have not participated in selling an offering of a non-PRC companysecurities for any issuer more than once every 12 months, with certain exceptions. Furthermore, such as us. If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of tax consequences could follow. First, we couldpersons may not be subject to the enterprise income tax at a rate of 25% on our global taxable income. Second, the EIT Law provides that dividend income between “qualified resident enterprises” is exempt from income tax. It is unclear whether the dividends we receive would constitute dividend income between “qualified resident enterprises” and would therefore qualify for tax exemption.

Asstatutory disqualification under Section 3(a)(39) of the date of this prospectus, there hasSecurities Exchange Act and may not been a definitive determination as to the “resident enterprise” or “non-resident enterprise” status of us. However, since it is not anticipated that we would receive dividends or generate other income in the near future, we are not expected to have any income that would be subject to the 25% enterprise income tax on global income in the near future. We will consult with the PRC tax authorities and make any necessary tax payment if we (based on future clarifying guidance issued by the PRC), or the PRC tax authorities, determine that we are a resident enterprise under the EIT Law, and if we were to have income in the future.

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Dividends From PRC Operating Companies

If we are not treated as resident enterprises under the EIT Law, then dividends that we receive may be subject to PRC withholding tax. The EIT Law and the implementing rules of the EIT Law provide that (A) an income tax rate of 25% will normally be applicable to investors that are “non-resident enterprises,” or non-resident investors, which (i) have establishments or premises of business inside the PRC, and (ii) the incomecompensated in connection with their establishmentsecurities offerings by payment of commission or premisesother remuneration based either directly or indirectly on transactions in securities and at the time of business is sourced fromoffering our shares may not be associated persons of a broker or dealer. Mr. Picazo and our other executive officers meet these requirements.

During the PRC orOffering, the income is earned outside the PRC but has actual connection with their establishments or placesCompany may offer unregistered shares of business inside the PRC, and (B) an income tax rate of 10% will normally be applicable to dividends payableCommon Stock to investors that are “non-resident enterprises,” or non-resident investors, which (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC.

As described above, the PRC tax authorities may determine the resident enterprise status of entities organized under the laws of foreign jurisdictions, on a case-by-case basis. We are a holding company and substantially all of our incomeprivate placements at prices per share that may be derived from dividends. Thus, if we are considered as a “non-resident enterprise” under the EIT Law and the dividends paid to us are considered income sourced within the PRC, such dividends received may be subject to the income tax described in the foregoing paragraph.

As of the date of this prospectus, there has not been a definitive determination as to the “resident enterprise”higher or “non-resident enterprise” status of us. As indicated above, however, we are not expected to be paid any dividends in the near future. We will consult with the PRC tax authorities and make any necessary tax withholding if, in the future, we were to be paid any dividends and we (based on future clarifying guidance issued by the PRC), or the PRC tax authorities, determine that we are a non-resident enterprise under the EIT Law.

Dividends that Non-PRC Resident Investors Receive From Us; Gain on the Sale or Transfer of Our Common Stock

If dividends payable to (or gains recognized by) our non-resident investors are treated as income derived from sources within the PRC, then the dividends that non-resident investors receive from us and any such gain on the sale or transfer of our common stock, may be subject to taxes under PRC tax laws.

Under the EIT Law and the implementing rules of the EIT Law, PRC income tax at the rate of 10% is applicable to dividends payable to investors that are “non-resident enterprises,” or non-resident investors, which (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the PRC but the relevant income is not effectively connected with the establishment or place of business, to the extent that such dividends have their sources within the PRC. Similarly, any gain realized on the transfer of common stock by such investors is also subject to 10% PRC income tax if such gain is regarded as income derived from sources within the PRC.

The dividends paid by us to non-resident investors with respect to our common stock, or gain non-resident investors may realize from sale or the transfer of our common stock, may be treated as PRC-sourced income and, as a result, may be subject to PRC tax at a rate of 10%. In such event, we also may be required to withhold a 10% PRC tax on any dividends paid to non-resident investors. In addition, non-resident investors in our common stock may be responsible for paying PRC tax at a rate of 10% on any gain realized from the sale or transfer of our common stock after the consummation of the offering if such non-resident investors and the gain satisfy the requirements under the EIT Law and its implementing rules. However, under the EIT Law and its implementing rules, we would not have an obligation to withhold income tax in respect of the gains that non-resident investors (including U.S. investors) may realize from the sale or transfer of our common stock from and after the consummation of this offering.

If we were to pay any dividends in the future, we would again consult with the PRC tax authorities and if we (based on future clarifying guidance issued by the PRC), or the PRC tax authorities, determine that we must withhold PRC tax on any dividends payable by us under the EIT Law, we will make any necessary tax withholding on dividends payable to our non-resident investors. If non-resident investors as described under the EIT Law (including U.S. investors) realized any gain from the sale or transfer of our common stock and if such gain were considered as PRC-sourced income, such non-resident investors would be responsible for paying 10% PRC income tax on the gain from the sale or transfer of our common stock. As indicated above, under the EIT Law and its implementing rules, we would not have an obligation to withhold PRC income tax in respect of the gains that non-resident investors (including U.S. investors) may realize from the sale or transfer of our common stock from and after the consummation of this offering.

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Penalties for Failure to Pay Applicable PRC Income Tax

Non-resident investors in us may be responsible for paying PRC tax at a rate of 10% on any gain realized from the sale or transfer of our common stock after the consummation of this offering if such non-resident investors and the gain satisfy the requirements under the EIT Law and its implementing rules, as described above.

According to the EIT Law and its implementing rules, the PRC Tax Administration Law (the “Tax Administration Law”) and its implementing rules, the Provisional Measures for the Administration of Withholding of Enterprise Income Tax for Non-resident Enterprises (the “Administration Measures”) and other applicable PRC laws or regulations (collectively the “Tax Related Laws”), where any gain derived by non-resident investors from the sale or transfer of our common stock is subject to any income tax in the PRC, and such non-resident investors fail to file any tax return or pay tax in this regard pursuant to the Tax Related Laws, they may be subject to certain fines, penalties or punishments, including without limitation: (1) if a non-resident investor fails to file a tax return and present the relevant information in connection with tax payments, the competent tax authorities shall order it to do so within the prescribed time limit and may impose a fine up to RMB 2,000, and in egregious cases, may impose a fine ranging from RMB 2,000 to RMB 10,000; (2) if a non-resident investor fails to file a tax return or fails to pay all or part of the amount of tax payable, the non-resident investor shall be required to pay the unpaid tax amount payable, a surcharge on overdue tax payments (the daily surcharge is 0.05% of the overdue amount, beginning from the day the deferral begins), and a fine ranging from 50% to 500% of the unpaid amount of the tax payable; (3) if a non-resident investor fails to file a tax return or pay the tax within the prescribed time limit according to the order by the PRC tax authorities, the PRC tax authorities may collect and check information about the income items of the non-resident investor in the PRC and other payers (the “Other Payers”) who will pay amounts to such non-resident investor, and send a “Notice of Tax Issues” to the Other Payers to collect and recover the tax payable and impose overdue fines on such non-resident investor from the amounts otherwise payable to such non-resident investor by the Other Payers; (4) if a non-resident investor fails to pay the tax payable within the prescribed time limit as ordered by the PRC tax authorities, a fine may be imposed on the non-resident investor ranging from 50% to 500% of the unpaid tax payable; and the PRC tax authorities may, upon approval by the director of the tax bureau (or sub-bureau) of, or higherlower than the county level, takepublic offering price.

By the following compulsory measures: (i) notify in writing the non-resident investor’s bank or other financial institution to withhold from the account thereof for payment of the amount of tax payable, and (ii) detain, seal off, or sell by auction or on the market the non-resident investor’s commodities, goods or other property in a value equivalent to the amount of tax payable; or (5) if the non-resident investor fails to pay all or part of the amount of tax payable or surcharge for overdue tax payment, and can not provide a guarantee to the tax authorities, the tax authorities may notify the frontier authorities to prevent the non-resident investor or their legal representative from leaving the PRC.

PLAN OF DISTRIBUTION

Selling Stockholders

The Selling Stockholders identified in this prospectusProspectus may offer, and sellfrom time to time, up to an aggregate of 1,282,0912,536,252,288 shares of our common stock. Common Stock up to the respective amounts set forth in this Prospectus. We will not receive any of the proceeds of such sales. There can be no assurance that the Selling Stockholders will offer or sell any or all of such Common Stock.

Messrs. Picazo, Levinski and Torres, who are officers and directors of the Company, may be regarded as underwriters. In addition, Mr. Picazo has indicated that he may reinvest all or a portion of the proceeds of sales of his shares, in the form of equity or debt, on terms to be approved by the Board in the manner provided by Colorado law respecting transactions in which officers and directors of the Company have an interest and may be regarded as an underwriter in respect of such reinvestments.

The Selling Stockholders and their successors, including their transferees, may sell all or a portion of their shares through publicdirectly to purchasers or private transactions at prevailing market prices or at privately negotiated prices.

The Selling Stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Ifagents, who may receive compensation in the sharesform of common stock are sold through underwritersdiscounts, concessions or broker-dealers,commissions from the Selling Stockholders will be responsible for underwritingor the purchasers of the shares. These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent’s commissions. Theagent may be in excess of those customary in the types of transactions involved.

These shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices aton any national securities exchange or alternate trading system on which the time of the sale, at varying prices determinedshares may be listed or quoted at the time of sale or in the over-the-counter market or transactions otherwise than on these exchanges or systems in one or more transactions. The shares will be sold at negotiated prices.the Fixed Offering Price. These sales may be effected in transactions, which may involve crosses or block transactions. Additionally, the Selling Stockholders may enter into derivative transactions

with third parties or sell securities not covered by this Prospectus to third parties in privately negotiated transactions. The Selling Stockholders may use any one or more of the following methods when selling shares:

·

on any national securities exchange or quotation servicealternated trading system on which the securitiesshares may be listed or quoted at the time of sale;sale, including NASDAQ;

·

in the over-the-counter market;

·

in transactions otherwise than on these exchanges or systemsservices or in the over-the-counter market;

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through the writing or settlement of options or other hedging transactions, whether suchthe options are listed on an options exchange or otherwise;

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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

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an exchange distribution in accordance with the rules of the applicable exchange;

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a debt-for-equity exchange;

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privately negotiated transactions;

·

settlement of short sales;sales entered into after the effective date of the registration statement of which this Prospectus forms a part;

·	sales pursuant to Rule 144;

·	broker-dealers may agree with the selling securityholdersSelling Stockholders to sell a specified number of such shares at a stipulated price per share;

·

a combination of any such methods of sale; and

·

any other method permitted pursuant toby applicable law.

The Selling Stockholders may offer Common Stock to the public through underwriting syndicates represented by managing underwriters or through underwriters without an underwriting syndicate. If underwriters are used for the sale of Common Stock, the securities will be acquired by the underwriters for their own account. The underwriters may resell the Common Stock in one or more transactions, including negotiated transactions at a fixed public offering price or at varying prices determined at the time of sale. In connection with any such underwritten sale of Common Stock, underwriters may receive compensation from the Selling Stockholders, effect such transactions by selling sharesfor whom they may act as agents, in the form of common stockdiscounts, concessions or commissions. Underwriters may sell Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agentsdealers, and the dealers may receive commissionscompensation in the form of discounts, concessions or commissions from the Selling Stockholdersunderwriters or commissions from purchasers of the shares of common stockpurchasers for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agentsagents. Such compensation may be in excess of those customary discounts, concessions or commissions.

If underwriters are used for the sale of Common Stock, to the extent required by law, the names of the underwriters will be set forth in the typesProspectus or prospectus supplement used by the underwriters to sell those securities. The Selling Stockholders may use underwriters with whom we or the Selling Stockholders have a material relationship. We will describe the nature of such relationship in any applicable prospectus supplement naming the underwriter or underwriters.

If underwriters are used for the sale of Common Stock, unless otherwise indicated in this Prospectus or a prospectus supplement relating to a particular offering of Common Stock, the obligations of any underwriters to purchase the securities will be subject to customary conditions precedent, and the underwriters will be obligated to purchase all of the securities offered if any of the securities are purchased.

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If underwriters are used for the sale of Common Stock, in connection with such offering, the underwriters may advise us that they may engage in stabilizing transactions, involved).which involves making bids for, purchasing and selling shares of Common Stock in the open market for the purpose of preventing or retarding a decline in the market price of the Common Stock while this offering is in progress. These stabilizing transactions may include making short sales of the Common Stock, which involves the sale by the underwriters of a greater number of shares of Common Stock than they are required to purchase in this offering and purchasing shares of Common Stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option, if any, to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Common Stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the Selling Stockholders effect such transactions through underwriters create a naked short position, they will purchase shares in the maximum commission or discountopen market to be received by such underwriters will not be greater than eight (8) percent. In connection withcover the position.

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of the shares of common stockCommon Stock pursuant to this Prospectus and any applicable prospectus supplement and the activities of the Selling Stockholders. In addition, we will make copies of this Prospectus and any applicable prospectus supplement available to the Selling Stockholders to satisfy the prospectus delivery requirements of the Securities Act. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the Common Stock to engage in market-making activities with respect to the Common Stock. All of the foregoing may affect the marketability of the Common Stock and the ability of any person or otherwise,entity to engage in market-making activities with respect to the Common Stock.

In addition, any securities that qualify for sale pursuant to Rule 144, Regulation S under the Securities Act or Section 4(1) under the Securities Act may be sold under such rules rather than pursuant to this Prospectus or a prospectus supplement.

The Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stockCommon Stock in the course of hedging inthe positions they assume. The Selling Stockholders may also sell short the shares of common stock short and deliver shares of common stock covered by this prospectusCommon Stock to close out short positions, and to return borrowed shares in connection with such short sales. The Selling Stockholders may alsoor loan or pledge the shares of common stock to broker-dealers that in turn may sell these shares. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities that require the delivery to such shares.

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broker-dealer or other financial institution of shares offered by this Prospectus and any applicable prospectus supplement, which shares such broker-dealer or other financial institution may resell pursuant to this Prospectus and any prospectus supplement. The Selling Stockholders also may transfer and donate the shares in other circumstances, in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this Prospectus and any applicable prospectus supplement.

The aggregate proceeds to the Selling Stockholders from the sale of the shares of Common Stock will be the sale price for the shares, less discounts and commissions, if any.

In offering the shares of Common Stock covered by this Prospectus and any applicable prospectus supplement, the Selling Stockholders and any broker-dealer participating inbroker-dealers who execute sales for the distribution of the shares of common stockSelling Stockholders may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. Any profits realized by the Selling Stockholders and the compensation of any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts and commissions. Selling Stockholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory and regulatory liabilities, including liabilities imposed pursuant to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the SecuritiesExchange Act.

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To comply with the securities laws of certain states, if applicable, the shares of Common Stock must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless the shares are registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

At the time when a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the Selling Stockholders, the aggregate amount of shares of common stock being offered by the Selling Stockholders and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from the Selling Stockholders and (3) any discounts, commissions or concessions allowed or re-allowed orreallowed to be paid to broker-dealers.

Under the securities laws of some states, the shares of common stock

Agents and underwriters and their respective affiliates may be soldengage in such states only through registeredtransactions with, or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualifiedperform services for, sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any Selling Stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement of which this prospectus is a part.

The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the Selling Stockholders and any other participating person. Regulation M may also restrict the ability of any person engagedus in the distributionordinary course of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoingbusiness for which they may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We have agreed to pay all expenses of the registration of the shares of common stock including, without limitation, SEC filingreceive customary fees and expensesreimbursement of compliance with state securities or “blue sky” laws; provided, however, that a Selling Stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the Selling Stockholders against liabilities, including some liabilities under the Securities Act, in accordance with our agreement to register the shares, or the Selling Stockholders will be entitled to contribution. We may be indemnified by the Selling Stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the Selling Stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution.

Once sold under the registration statement of which this prospectus is a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

expenses.

LEGAL MATTERS

The validity of the shares of Common Stock offered by this prospectus will beProspectus has been passed upon for us by Guzov Ofsink, LLC, New York, New York.

Barry J. Miller of West Bloomfield, Michigan. Mr. Miller is the indirect beneficial holder of 50,000,000 shares of Common Stock.

EXPERTS

The consolidated financial statements appearingof the Company for the years ended on May 31, 2022, and May 31, 2021, have been included in this prospectusProspectus and in the registration statement have been audited by Child, Van Wagoner & Bradshaw, PLLC, anof which it forms a part in reliance upon the report of PWR CPA, LLP, our independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of suchsaid firm as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We changed our independent registered public accounting firm effective October 10, 2008 from Ronald R. Chadwick, P.C. (“Chadwick”) to Child, Van Wagoner & Bradshaw, PLLC. Information regarding the change in the independent registered public accounting firm was disclosed in our Current Report on Form 8-K filed with the SEC on October 10, 2008.  There were no disagreements with Chadwick or any reportable events requiring disclosure under Item 304(b) of Regulation S-K. 

60

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, (File No. 333-165742)including exhibits and schedules, under the Securities Act, as amended, with respect to the shares of Common Stock we are offeringbeing offered by this prospectus.Prospectus. This prospectusProspectus, which constitutes part of the registration statement, does not contain all of the information included in the registration statement.statement and its exhibits. For further information pertainingwith respect to us and ourthe Common Stock offered by this Prospectus, we refer you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make referenceits exhibits. Statements contained in this prospectusProspectus as to the contents of any of our contracts, agreementscontract or any other documents, the referencesdocument referred to are not necessarily complete, and in each instance, we refer you should refer to the exhibits attachedcopy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

You can read our SEC filings, including the registration statement, for copiesfree of charge, over the Internet at the SEC’s website at www.sec.gov.

We will be subject to the information reporting requirements of the actual contract, agreement or other document.

The registration statementExchange Act and we will file reports and other information with the SEC. You may be read and copied ataccess these materials free of charge on the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, on official business days during the hours of 10:00 am to 3:00 pm. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site (HTTP://WWW.SEC.GOV) that contains the registration statements, reports, proxy and information statements and other information regarding registrants that file electronically with the SEC suchwebsite as us.

You may also read and copy any reports, statements or other information that we havesoon as they are filed with the SEC atSEC.

Information on or accessible through our website is not a part of this Prospectus, and the addresses indicated above and you may also access them electronically at the web site set forth above. These SEC filings are also available to the public from commercial document retrieval services.

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

INDEX TO FINANCIAL STATEMENTS

inclusion of our website address in this Prospectus is an inactive textual reference only.

65

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
Unaudited Consolidated Financial Statements as offor the Three Months Ended August 31, 2010			2022, and August 31, 2021:
Consolidated Balance Sheets (Unaudited)	F-1
Consolidated Statements of Operations	F-2
Consolidated Statements of Income Operations And Comprehensive Income (Unaudited)		F-3
Consolidated Statements of Cash Flows (Unaudited)	F-3
Consolidated Statements of Shareholders’ Equity (Deficit)	F-4
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-5

Audited Consolidated Financial Statements as offor the Fiscal Years Ended May 31, 20102022, and 2009			May 31, 2021:
Report of Independent Registered Public Accounting Firm		F-26F-15
Consolidated Balance Sheets		F-27F-16
Consolidated Statements of Operations and Comprehensive Income		F-28F-17
Consolidated Statements of Cash Flows		F-29F-18
Consolidated StatementStatements of Changes in Stockholders’Shareholders’ Equity (Deficit)		F-30F-19
Notes to Consolidated Financial Statements	F-20

66

F-31

F-1

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

CORP.

CONSOLIDATED BALANCE SHEETS

AS OF AUGUST 31, 2010 AND MAY 31, 2010

		August 31,				May 31,
		2010				2010
		(UNAUDITED)
Assets
Current assets
Cash and cash equivalents		$	903,715			$	1,102,879
Restricted cash			69,409				146,089
Trade accounts receivable, net			62,427,793				53,411,689
Other receivables			381,786				950,671
Inventories			509,737				575,452
Total current assets			64,292,440				56,186,780
Property, plant and equipment, net			7,714,656				7,995,701
Prepayments			1,440,425				1,289,007
Other receivables - long term			5,189,130				4,955,648
Related party receivables			1,358,980				1,286,945
Total other assets			7,988,535				7,531,600
Total assets		$	79,995,631			$	71,714,081
Liabilities and equity
Current liabilities
Trade accounts payable		$	15,800,366			$	13,376,119
Related party payable			46,892				47,125
Other payables			3,002,320				2,217,307
Current portion of capital lease obligations			1,832,746				1,949,183
Accrued expenses			712,651				491,885
Tax payable			406,203				-
Bank loan payable			1,177,600				1,317,600
Total current liabilities			22,978,778				19,399,219
Long-term liabilities
Long-term portion of capital lease obligations			2,056,951				2,185,820
Total long-term liabilities			2,056,951				2,185,820
Total liabilities			25,035,729				21,585,039
Stockholders' equity
Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding			-				-
Common stock: no par value; 100,000,000 shares authorized; 12,930,620 and 12,815,620 shares issued and outstanding as of August 31, 2010 and May 31, 2010			42,761,534				42,252,295
Deferred consulting fee			(158,125	)			-
Retained earnings			8,297,670				4,321,221
Accumulated other comprehensive income			1,735,243				1,509,314
Total China Infrastructure Construction Corporation stockholders' equity			52,636,322				48,082,830
Noncontrolling interests			2,323,580				2,046,212
Total liabilities and equity		$	79,995,631			$	71,714,081

		August 31, 2022				May 31, 2022
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,707			$	31,982
Accounts receivable			43,307				5,614
Prepaid expenses and other assets			10				–
Related party receivables			12,000				12,000
TOTAL CURRENT ASSETS			57,024				49,596
Right-of-use asset			51,450				60,298
TOTAL ASSETS		$	108,474			$	109,894
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	139,960			$	61,578
Accrued rent			5,489				6,632
Related party payable			76,147				15,838
Short-term loan			97,553				48,074
SBA loan			10,426				5,561
PPP loan			–				41,666
Lease liabilities - current			37,200				44,054
TOTAL CURRENT LIABILITIES			366,775				223,403
LONG-TERM LIABILITIES:
SBA loan - noncurrent			238,874				243,738
Lease liabilities - noncurrent			–				3,804
TOTAL LONG-TERM LIABILITIES			238,874				247,542
TOTAL LIABILITIES			605,649				470,945
STOCKHOLDERS' DEFICIT
Preferred Stock, 10,000,000 shares authorized
Series A Convertible Preferred Stock: 2,500,000 shares designated and outstanding at August 31, 2022, and May 31, 2022 (without par value at August 31, 2022, and par value $0.001 per share at May 31, 2022)			–				2,500
Series B Convertible Preferred Stock, without par value: 1,000 shares designated and outstanding at August 31, 2022; none designated at May 31, 2022			–				–
Common Stock, without par value: 20,000,000,000 shares authorized 8,167,531,094 and 8,612,998,299 shares issued and outstanding at August 31, 2022, and May 31, 2022, respectively			–				–
Additional paid-in capital			3,384,105				3,286,605
Subscription receivable			(20,000	)			–
Accumulated deficit			(3,861,280	)			(3,650,156	)
TOTAL STOCKHOLDERS' DEFICIT			(497,175	)			(361,051	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	108,474			$	109,894

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

F-1

F-2

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

CORP.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED AUGUST 31, 2010 AND 2009

(UNAUDITED)

		August 31,
		2010				2009
Sales Revenue, Net		$	21,187,530			$	12,255,728
Cost of goods sold			15,054,017				9,849,045
Gross profit			6,133,513				2,406,683
General and administrative expenses			1,442,310				388,940
Net operating income			4,691,203				2,017,743
Other income (expense):
Interest income			544				-
Interest expense			(51,633	)			(472	)
Other income			10,184				-
Total other (expense)			(40,905	)			(472	)
Net income before income taxes			4,650,298				2,017,271
Income taxes			406,755				-
Net income			4,243,543				2,017,271
Less: Net income attributable to noncontrolling interests			267,094				110,468
Net income attributable to China Infrastructure Construction Corporation		$	3,976,449			$	1,906,803
Earnings per share - basic and dilutive		$	0.31			$	1.25
Basic and dilutive weighted average shares outstanding			12,929,370				1,529,550
Comprehensive income
Net income			4,243,543				2,017,271
Foreign currency translation adjustment			236,203				3,652
Comprehensive income		$	4,479,746			$	2,020,923
Comprehensive income attributable to non-controlling interests		$	277,368			$	101,046
Comprehensive income attributable to China Infrastructure Construction Corporation		$	4,202,378			$	1,919,877

OPERATIONS

(Unaudited)

		Three Months Ended August 31,
		2022				2021
Revenue		$	138,082			$	84,676
Cost of revenue			46,234				14,309
Gross profit			91,848				70,367
Costs and Expenses
General and administrative			32,879				33,765
Contract labor			173,849				126,758
Professional fees			92,122				49,996
Officer compensation			12,000				28,297
Rent and Lease			18,246				25,038
Travel			1,667				2,975
Total operating expenses			330,763				266,829
Operating loss			(238,915	)			(196,462	)
Other income (expense)
Forgiveness of debt			41,666				31,750
Interest			(13,874	)			(6,575	)
Total other income			27,792				30,575
Loss before taxes			(211,123	)			(171,287	)
Income tax provision			–				–
Net Loss		$	(211,123	)		$	(171,287	)
Average common stock outstanding		$	8,560,168,787			$	7,850,488,100
Average loss per share		$	(0.00002	)		$	(0.00002	)

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

F-2

F-3

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED AUGUST 31, 2010 AND 2009

(UNAUDITED)

		August 31,
		2010				2009
Cash flows from operating activities:
Net income		$	4,243,543			$	2,017,271
Adjustments to reconcile net income to net cash used in operations:
Bad debt expenses			71,719				-
Depreciation			430,323				253,684
Shares issued for compensation			158,125				-
Stock option expenses			192,989				-
Changes in operating liabilities and assets:
Trade accounts receivable			(8,807,810	)			(4,831,747	)
Prepayments			(144,511	)			-
Inventories			68,953				128,889
Other receivables			368,177				(167,240	)
Trade accounts payable			2,354,312				1,403,755
Other payables			740,799				248,980
Accrued expenses and tax payable			657,045				68,399
Net cash provided by (used in) in operating activities			333,664				(878,009	)
Cash flows from investing activities:
Property, plant, and equipment additions			(105,145	)			(99,242	)
Payments to related party receivable			(93,134	)			-
Proceeds from related party receivable			447				656,400
Net cash provided by (used in) investing activities			(197,832	)			557,158
Cash flows from financing activities:
Restricted cash			76,680				-
Bank loan payable and capital lease obligations			(415,664	)			-
Proceeds from related party payable			-				-
Payments to related party payable			(233	)			(564,419	)
Net cash used in financing activities			(339,217	)			(564,419	)
Effect of rate changes on cash			4,221				84
Decrease in cash and cash equivalents			(199,164	)			(885,186	)
Cash and cash equivalents, beginning of period			1,102,879				921,841
Cash and cash equivalents, end of period		$	903,715			$	36,655
Supplemental disclosures of cash flow information:
Interest paid in cash		$	19,002			$	-
Income taxes paid in cash		$	-			$	-
Non-cash investing activities:
Acquisition of property, plant and equipment through loan payable		$	-			$	2,472,279

(Unaudited)

		Three Months Ended August 31,
		2022				2021
OPERATING ACTIVITIES:
Net loss		$	(211,123	)		$	(171,287	)
Adjustments to reconcile net income:
Amortization of right-to-use asset and liability			(1,810	)			1,394
Loan forgiveness			(41,666	)			(26,750	)
Changes in assets and liabilities:
Accounts receivable			(37,693	)			(39,690	)
Accounts payable and accrued expenses			77,239				50,880
Other Assets			(10	)			(2,286	)
NET CASH USED IN OPERATIONS			(215,063	)			(187,739	)
FINANCING ACTIVITIES:
Proceeds from sales of common stock			75,000				82,500
Proceeds from short term loans			49,479				96,472
Proceeds from related party loan			60,309				(8,853	)
NET CASH PROVIDED BY FINANCING ACTIVITIES			184,789				170,119
NET DECREASE IN CASH			(30,275	)			(17,620	)
CASH AT BEGINNING OF PERIOD			31,982				41,322
CASH AT END OF PERIOD		$	1,707			$	23,702
Non-cash investing and financing transactions
Issuance of preferred shares		$	–			$	–
Common stock exchange		$	–			$	–
Stock subscription issuance		$	20,000			$	–
Stock subscription receivable		$	(20,000	)		$	–
Supplemental disclosure of cash flow information:
Cash paid for interest		$	7,809			$	–
Cash paid for taxes		$	–			$	–

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

F-3

F-4

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CORP.

CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

		Series A Convertible Preferred Stock								Series B Convertible Preferred Stock								Common Stock				Additional Paid-In				Accumulated
		Shares				Amount				Shares				Amount				Shares				Capital				Deficit				Total
Balances - May 31, 2021			2,500,000			$	2,500				–			$	–				7,814,238,100			$	2,461,315			$	(2,764,985	)		$	(301,170	)
Sales of common stock			–				–				–				–				36,134,739				82,500				–				82,500
Net loss for the quarter			–				–				–				–				–				–				(171,287	)			(171,287	)
Balances - August 31, 2021			2,500,000			$	2,500				–			$	–				7,850,372,839			$	2,543,815			$	(2,936,272	)		$	(389,957	)
Balances - May 31, 2022			2,500,000			$	2,500				–			$	–				8,612,998,299			$	3,286,605			$	(3,650,156	)		$	(361,051	)
Sales of common stock			–				–				–				–				150,000,000				95,000				–				95,000
Subscription receivable			–				–				–				–				–				(20,000	)			–				(20,000	)
Change in par value of common stock			–				(2,500	)			–				–				–				2,500				–				–
Exchange of Series B Preferred			–				–				–				–				–				–				–				–
Stock for common stock			–				–				1,000				–				(595,467,205	)			–				–				–
Net loss for the quarter			–				–																				(211,123	)			(211,123	)
Balances - August 31, 2022			2,500,000			$	–				1,000			$	–				8,167,531,094			$	3,364,105			$	(3,861,279	)		$	(497,174	)

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

1.

Nature of operationsF-4

CHINA INFRASTRUCTURE CONSTRUCTION CORP.

Notes to Consolidated Financial Statements

August 31, 2022

Note 1 – Organization and Business

Organization and Operations

China Infrastructure Construction Corporation (“China Infrastructure”Corp., a Colorado corporation (the “Company”), formerly Fidelity Aviation Corporation, was organizedformed 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 its present name. The Company provides educational systems focused on medical cannabis in cities throughout the United States and six countries in Latin America. The Company provides services in therapeutic areas of clinical trials and services relating to sleep disorders through its sleep center in Houston, Texas. The Company offered concierge medicine at an affordable price through a membership-based model through its wholly owned subsidiary, Hippocrates Direct Healthcare, LLC, a ColoradoTexas limited liability company, (“Fidelity LLC”). On December 16, 2004, Fidelityformed on September 11, 2017; this business was discontinued during the quarter ended August 31, 2020. The Company has one subsidiary, Alpha Fertility and Sleep Center, LLC, converted itself into Fidelity Aviation Corporation by filing a StatementTexas limited liability company, through which is conducts its Sleep Center business.

Note 2 – Summary of Conversion and Articles of Incorporation with the Colorado Secretary of State. Fidelity was formed to purchase large commercial (transport category) jet airframes, salvage the usable aircraft parts and components from them and sell the parts and components. Significant Accounting Policies

Accounting Principles

The Board of Directors evaluated the future market for aircraft parts business and resolved not to pursue this line of business anymore.

On October 8, 2008, China Infrastructure entered into and consummated the transactions contemplated under a Share Exchange Agreement with Northern Construction Holdings, Ltd., a Hong Kong limited company (“NCH”) and its shareholder pursuant to which China Infrastructure issued 1,200,000 (12,000,000 pre-reverse split) shares of China Infrastructure common stock (the “Share Exchange”) in exchange for all issued and outstanding common stock of NCH.

The Share Exchange resulted in (i) a change in control of China Infrastructure with the shareholder of NCH owning approximately 78% of the issued and outstanding shares of common stock of China Infrastructure, (ii) NCH becoming a wholly-owned subsidiary of China Infrastructure, and (iii) appointment of certain nominees of the shareholder of NCH as directors and officers of China Infrastructure and resignation of John Schoenauer as director, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of China Infrastructure.

As a result of the Share Exchange Agreement, Beijing Fortune Capital Management Co., Ltd. (“BFCM”), a 95% owned subsidiary of NCH, became our indirect majority-owned subsidiary.  Also as a result of the Share Exchange Agreement, Beijing Chengzhi Qianmao Concrete Co., Ltd., (“Beijing Concrete”), the operating company, and a 99.5% owned subsidiary of BFCM, also became our indirect majority-owned subsidiary.

For accounting purposes, the share exchange transaction was treated as a capital transaction where the acquiring corporation issued stock for the net monetary assets of the shell corporation, accompanied by a recapitalization. The accounting is similar in form to a reverse acquisition, except that goodwill or other intangibles are not recorded.  All references to NCH common stockaccompanying unaudited consolidated financial statements have been restated to reflectprepared using the equivalent numbersaccrual basis of China Infrastructure common shares.

On January 15, 2010, Beijing Concrete increased its registered capital from RMB 15 million (approximately $2.2 million) to RMB 30 million (approximately $4.4 million) and BFCM increased its investment in Beijing Concrete accordingly. Its share capital increased from RMB 10 million (approximately $1.47 million) to RMB 15 million (approximately $2.2 million). As a result, BFCM owns 99.67% of Beijing Concrete from January 15, 2010.

On February 1, 2010, Beijing Concrete formed a subsidiary, Shaanxi Hongruida Concrete Ltd. (“Hongruida”) and contributed RMB 10 million (approximately $1.47 million) to its capital. Beijing Concrete is the sole shareholder of Hongruida. Hongruida was organized to implement the 10-year strategic cooperative agreement with one of the Company’s major clients, China Railway Construction Group Co., Ltd (“CRCG”). Under the Agreement, the Company and CRCG will jointly manage the concrete mixing stations to be operated by Hongruida. CRCG will provide the cement for manufacturing the concrete mix in such concrete mixing stations, and will be able to purchase the concrete mix at discounted prices. Also, in accordance with the Agreement, each party will lease certain equipment to the concrete mixing stations.  The Company and CRCG will share 75% and 25% of the annual profits of such concrete mixing stations in Xi’an. Hongruida commenced its operations at the end of March 2010.

F-5

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

When we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of NCH on a consolidated basis unless the context suggests otherwise.

The Company through its subsidiaries in Hong Kong and the People’s Republic of China (“PRC” or “China”), engages in production of ready-mixed concrete for developers and the construction industry in the PRC. In addition, we have technical service agreement with an independently owned concrete mixture station, pursuant to which we are paid by percentages of sales for technical support provided.

2.	Basis of Presentation

The accompanying financial statements are preparedaccounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). This basis differs from that used in for interim financial statements. Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. In the statutory accountsopinion of the Company, which were prepared in accordance withCompany’s management, the accounting principles and relevantaccompanying unaudited consolidated financial regulations applicable to enterprises instatements contain all the PRC.  Alladjustments necessary adjustments have been made(consisting only of normal recurring accruals) to present the financial statements in accordance with US GAAP. Operatingposition of the Company as of August 31, 2022, and the results of operations and cash flows for the three-month periodperiods presented. The results of operations for the three months ended August 31, 20102022, are not necessarily indicative of the operating results that may be expected for the full fiscal year ending May 31, 2011.  For further information, refer toor for any future period. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotesrelated notes thereto included in the Company’s annual reportaudited financial statements for the fiscal year ended May 31, 2010. 

3.	Summary of Significant Accounting Policies

Economic and Political Risks

The Company faces a number2022.

Use of risks and challenges as a result of having primary operations and marketing in the PRC. Changing political climates in the PRC could have a significant effect on the Company’s business.

Control by Principal Stockholders

The directors, executive officers and their affiliates or related parties own, beneficially and in the aggregate, the majority of the voting power of the registered capital of the Company. Accordingly, the directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company’s assets.

Principles of Consolidation

The consolidated financial statements include the financial statements of China Infrastructure and its wholly-owned and majority-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. The Company’s foreign subsidiaries have fiscal year ends of May 31 and the results are consolidated up to that date. Non controlling interests consist of other stockholders’ ownership interests in majority-owned subsidiaries of the Company.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principlesU.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosuresdisclosure of contingent assets and liabilities at the datedates of the financial statements and the reported amounts of incomerevenue and expenses during the reporting period.periods. Making estimates requires management to exercise significant judgment. Certain of these estimates could be affected by external conditions, including those unique to the Company’s businesses, and general economic conditions. These external conditions could have an effect on the Company’s estimates that could cause actual results to differ materially from its estimates. Actual results could differ from those estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary.

Significant estimates relied upon in preparing these statements include revenue recognition, accounts receivable reserves, accrued expenses, share-based compensation and the recoverability of the Company’s net deferred tax assets and any related valuation allowance.

F-5

Principles of Consolidation

The unaudited 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

For purposes

Cash equivalents are short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less at the date acquired. The Company had $188 and $300 of investment securities that were deemed cash equivalents at August 31, 2022, or May 31, 2022, 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 August 31, 2022, and May 31, 2022.

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 has the ability to generate 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 overtime, typically upon shipment to the customer or when services are fulfilled, and the customers receive benefit from such services. Revenue is deferred and a liability is established to the extent 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 that it would have been recognized is one year or less or the amount is immaterial.

F-6

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 our revenue is derived from services provided to customers and is executed typically over a period that is typically between 1 to 12 months. Our 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. Contract modification sometimes occurs in our clinical trials business. Contracts are modified to account for changes in the contract specifications or requirements.

Share-Based Payments

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

Leases

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

Cash Flows

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

Fair Value Measurements

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

The estimated fair value of certain financial instruments, including cash and cash equivalents, includes cashaccounts 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 hand and demand deposits held by banks. Deposits held in financial institutionsthese 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.

F-7

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 PRC are not insured by any government entityprincipal or agency.

Restricted Cash

In accordance withmost advantageous market for the Escrow Agreement and the Subscription Agreement (note 12) signed by China Infrastructure Construction Corporation, Trillion Growth China General Partner and Anslow & Jaclin, LLP (the “Escrow Agent”)asset or liability in October 2009, the Company was required to keep with the Escrow Agent $120,000 immediatelyan orderly transaction between market participants on the Closing Datemeasurement date. ASC Topic 820 also establishes a fair-value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the Subscription Agreement. This fund can only be disburseduse of unobservable inputs when certain criteria are met. The escrow account also keeps $38,089measuring fair value. ASC Topic 820 describes three levels of attorney fees as a covenant for future services. As of August 31, 2010 and May 31, 2010, the amount not disbursed was $69,409 and $146,089, respectively, and these are included in restricted cash in the consolidated balance sheets. Deposits held in the escrow account are not insured by any government entity or agency.

F-6

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

Trade Accounts Receivable

The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. Trade accounts receivable are recognized and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful accounts is established and determined based on management’s regular assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. These factors continuously change and can have an impact on collections and the Company’s estimation process. These impactsinputs that may be material. Management reviews and maintains an allowanceused to measure fair value:

Level 1: Quoted prices in active markets for doubtful accounts that reflects management’s best estimate of potentially uncollectible trade receivables. Certain accounts receivable amounts are charged off against allowances after a designated period of collection efforts. Subsequent cash recoveries are recognized as income in the period when they occur. Allowanceidentical assets or liabilities.

Level 2: Quoted prices for doubtful debts amounted to $470,833 and $397,042 as of August 31, 2010 and May 31, 2010, respectively.

Inventories

Inventories are stated at the lower of cost, determined on a weighted average basis, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Inventories consist of the following:

		August 31, 2010				May 31, 2010
Raw materials		$	509,737			$	575,452

Property and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation related to property and equipment is reported in cost of revenues. Property, plant and equipment are depreciated over their estimated useful lives as follows:

Office trailers	10 years
Machinery and equipment	3-8 years
Furniture and office equipment	5-8 years
Motor vehicles	3-5 years

Impairment of Long-Lived and Intangible Assets

Long-lived assets of the Company are reviewed annually to assess whether the carrying value has become impaired according to the guidelines established in FASB Codification (ASC) 360.  The Company considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. As of August 31, 2010, the Company expects these assets to be fully recoverable. No impairment of assets was recorded in the periods reported.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income represents foreign currency translation adjustments.

F-7

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

Revenue Recognition

The Company receives revenue from sales of concrete products and from provision of concrete pumping services and consulting services. The Company's revenue recognition policies are in compliance with ASC 605 (previously Staff Accounting Bulletin 104). Sales revenue is recognized at the date of shipment to customers or services have been rendered when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Our sales are non-returnable. Therefore, we do not estimate deductions or allowance for sales returns. Sales are presented net of any discounts, reward, or incentive given to customers.  Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Our products delivered to customers are checked on site by customers and, once the products are accepted by customers, they will sign the acceptance notice. There is no warranty issue after the delivery.

Reward or incentive given to our customers is an adjustment of the selling prices of our products; therefore, the consideration is characterized as a reduction of revenue when recognized in our income statement.

The Company recognizes its revenues net of value-added taxes (“VAT”).  The Company is subject to VAT which is levied at the rate of 6% on the invoiced value of sales. However, the Company enjoys a free VAT policy according to the national policy, which encourages the development of the cement industry if the manufacturer satisfies the environmental protection requirements. The Company has enjoyed the free VAT policy from January 1, 2006 and has been reviewed every year by the local tax bureau.

Cost of Goods Sold

Cost of goods sold consists primarily of the costs of the raw materials, freight charges, direct labor, depreciation of plant and machinery, warehousing cost and overhead associated with the manufacturing process and commission expenses.

Shipping Income and Expense

ASC 605-45-20 “Shipping and Handling Costs” establishes standards for the classification of shipping and handling costs. All amounts billed to a customer related to shipping and handling are classified as revenue.

Advertising Costs

The Company expenses advertising costs as incurred.  Advertising expenses charged to operations were $0 for the three months ended August 31, 2010 and 2009, respectively. Advertising costs, if any, are included in selling, general and administrative expense on the income statement.

Foreign Currency and Comprehensive Income

The accompanying financial statements are presented in US dollars. The functional currency of the Company is U.S. Dollars and that of Beijing Concrete is the Renminbi (“RMB”) of the PRC. The financial statements are translated into US dollars from RMB at period-end exchange rates forsimilar assets and liabilities and weighted average exchange rates for revenues and expenses. Capital accountsin active markets or inputs that are translated at their historical exchange rates when the capital transactions occurred.

On July 21, 2005, the PRC changed its foreign currency exchange policy from a fixed RMB/USD exchange rate into a flexible rate under the control of the PRC’s government. We use the Closing Rate Method in currency translation of the financial statements of the Company.

RMB is not freely convertible into the currency of other nations. All such exchange transactions must take place through authorized institutions. There is no guarantee the RMB amounts could have been, or could be, converted into US dollars at rates used in translation.

F-8

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

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 (formerly SFAS 109, “Accounting for Income Taxes.”740”) Under. This codification prescribes the use of the asset and liability method as required by ASC 740 (formerly SFAS 109),whereby deferred income taxestax asset and liability account balances are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years todetermined based on differences between the financial statement carrying amountsreporting and the tax bases of existing assets and liabilities. Under ASC 740,liabilities and for carryforward tax losses. Deferred taxes are measured using the effect on deferred income taxes of a change inenacted tax rates is recognizedand laws that will be in income ineffect when the period that includes the enactment date. Adifferences are expected to reverse. The Company provides a valuation allowance, is recognizedif necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of athe deferred tax asset will not be realized.

ASC 740 (formerly FIN 48) clarifies

Deferred tax liabilities and assets are classified as current or noncurrent based on the accounting and disclosureclassification 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 and prescribes a recognition threshold and measurement attribute for recognition and measurementin 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 unaudited 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 unaudited 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. ASC 740 also provides guidance on de-recognition, classification,The Company elects to recognize any interest and penalties, accounting in interim periods, disclosure and transition.

Under ASC 740, evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution ofif any, related appeals or litigation based on the technical merits of that position. The second step is to measure aunrecognized tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognizedbenefits in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

The Company’s operations are subject to income and transaction taxes in the United States, Hong Kong, and the PRC jurisdictions. Significant estimates and judgments are required in determining the Company’s worldwide provision for income taxes. Some of these estimates are based on interpretations of existing tax laws or regulations, and as a result the ultimate amount of tax liability may be uncertain. However, the Company does not anticipate any events that would lead to changes to these uncertainties.

USA

expense.

Loss per Share

The Company and its subsidiaries are subject to income taxes on an entity basis on income arising in, or derived from, the tax jurisdiction in which they operate. As the Group has no income generated in the United States, there was no tax expense or tax liability due to the Internal Revenue Service of the United States as of August 31, 2010 and May 31, 2010.

Hong Kong

As the Group has no income generated in Hong Kong, there was no tax expense or tax liability due to the tax rule of Hong Kong as of August 31, 2010 and May 31, 2010.

PRC

Under the Income Tax Laws of the PRC, the Company’s subsidiaries are generally subject to an income tax at an effective rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments.

Beijing Concrete is subject to a special tax exemption approved by the PRC tax department. The exemption of income tax to the Company will last until December 31, 2010, and from year 2011, the Company will be subject to an income tax at a standard rate of 25%.

BFCM has an accumulated operating loss, thus there is no income tax expense for BFCM. The Company has not recorded deferred taxes, as valuation allowances were provided because all significant differences in tax basis and financial statementcomputes basic earnings per share amounts are permanent differences.

F-9

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

		For the three months ended August 31,
		2010				2009
Income tax expenses
Current tax		$	-			$	-
Change in deferred tax assets			39,949				-
Change in valuation allowance			(39,949	)			-
Total		$	-			$	-

Hongruida is subject to a 25% income tax rate. According to Chinese tax law, the income tax will be calculated at the year end. As of August 31, 2010, the Company has accrued tax payable of $406,203 for income tax expenses for Hongruida.

The current income tax expense and deferred tax expense for the three months ended August 31, 2010 and 2009 are as follows:

		2010				2009
Current tax expense		$	406,755			$	-
Deferred tax expense		$	-			$	-

Restrictions on Transfer of Assets Out of the PRC

Dividend payments by the Company are limited by certain statutory regulations in the PRC. No dividends may be paid by the Company without first receiving prior approval from the Foreign Currency Exchange Management Bureau. However, no such restrictions exist with respect to loans and advances.

Financial Instruments

ASC 825 (formerly SFAS 107, “Disclosures about Fair Value of Financial Instruments”) defines financial instruments and requires disclosure of the fair value of those instruments. ASC 820 (formerly SFAS 157, “Fair Value Measurements”), adopted July 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for current receivables and payables, including short-term loans, qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments, their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available. The three levels are defined as follows:

¨

Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

¨

Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

¨

Level 3: inputs to the valuation methodology are unobservable and significant to the fair value.

The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC 820 (formerly SFAS 157).

Stock-Based Compensation

The Company records stock-based compensation expense pursuant to ASC 718 (formerly SFAS 123R, “Share Based Payment.”) The Company uses the Black-Scholes option pricing model which requires the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

F-10

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

Stock-based compensation expense is recognized based on awards expected to vest, and there were no estimated forfeitures as the Company has a short history of issuing options. ASC 718 (formerly SFAS 123R) requires forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.

Basic and Diluted Accounting Standards Codification Topic 260, “Earnings Per Share

The Company reports earnings per share in accordance with the provisions of ASC 260 (formerly SFAS No. 128, "Earnings Per Share.") ASC 260 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. ” Basic earnings per share excludes dilution and is computedcalculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earningsloss per share takes into accountis computed by dividing net loss by the potential dilution that could occur if securities or other contracts to issueweighted average number of shares of common stock, were exercised and converted into common stock. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market priceequivalents and potentially dilutive securities outstanding during the period.

The following is a reconciliationAs of the basic and diluted earnings per share for the three months ended August 31, 20102022, and 2009:

		2010				2009
Net income for earnings per share attributable to China Infrastructure Construction Corporation		$	3,976,449			$	1,906,803
Weighted average shares used in basic computation			12,929,370				1,529,550
Diluted effect of warrants and options			-				-
Weighted average shares used in diluted computation			12,929,370				1,529,550
Earnings per share, basic		$	0.31			$	1.25
Earnings per share, diluted		$	0.31			$	1.25

Statement of Cash Flows

In accordance with FASB ASC 230, cash flows fromAugust 31, 2021, the Company's operations is calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows mayCompany had no dilutive securities.

Recently Issued Accounting Standards

The Company does not necessarily agree with changes in the corresponding balances on the balance sheet.

Segment Reporting

ASC 280 “Segment reporting” (formerly SFAS 131) requires use of the management approach model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segmentsbelieve there are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Since management doesrecently issued, but not disaggregate Company data, the Company has determinedyet effective, accounting standards that only one segment exists.

F-11

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

Recent Accounting Pronouncements

In June 2009, the FASB issued ASC 810 (previously SFAS No. 167) for determining whether to consolidate a variable interest entity. These amended standards eliminate a mandatory quantitative approach to determine whether a variable interest gives the entity a controlling financial interest in a variable interest entity in favor of a qualitatively focused analysis, and require an ongoing reassessment of whether an entity is the primary beneficiary. We are currently evaluating the impact that adoption will have on our consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, we are required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, we are required to use another valuation technique, such as an income approach or a market approach. We do not expect it towould have a significant impact on our consolidatedthe Company’s financial statements.position or results of operations.

F-8

In October 2009,

Note 3 – Going Concern

The accompanying audited financial statements have been prepared in conformity with accounting principles generally accepted in the FASB issued Accounting Standards Update, 2009-13, Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements - A ConsensusUnited States of America (“U.S. GAAP”), which contemplate the Company’s continuation as a going concern in accordance with ASC 240-40-50. The Company’s history of recurring losses, negative working capital and negative cash flows from operating activities raises substantial doubt about its ability to continue as a going concern. The Company has not generated any profits since inception and its current cash balances will not meet its working capital needs. During the quarter ended August 31, 2022, the Company had a net loss from operations of $211,123, net cash used in operations of $215,063, working capital deficit of $309,752 and an accumulated deficit of $3,861,280.

The ability of the FASB Emerging Issues Task Force.” This update provides application guidanceCompany to continue as a going concern depends on whether multiple deliverables exist, how the deliverables should be separatedsuccessful execution of its operating plan, which includes expanding its operations and howraising either debt or equity financing. There is no assurance that the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. 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 apply this guidance prospectively for revenue arrangements entered intocurtail or materially modified after January 1, 2011; however, earlier application is permitted. Management is incease its operations.

The accompanying unaudited financial statements do not include any adjustments related to the processrecoverability or classification of evaluatingasset carrying amounts or the impactamounts and classification of adopting this ASC update onliabilities that may result should the Company’s financial statements.

In April 2010,Company be unable to continue as a going concern.

Note 4 – Debt

PPP Loans

During 2021 and 2020, the FASB issued Accounting Standard Update 2010-17, “Revenue Recognition—Milestone Method (Topic 605): Milestone Method of Revenue Recognition” or ASU 2010-17. This Update provides guidance on the recognition of revenueCompany received multiple loans under the milestone method, which allows a vendor to adopt an accounting policy to recognize allPayroll Protection Program (“PPP”). The PPP was established during 2020 as part of the arrangement consideration that is contingent onCoronavirus Aid, Relief and Economic Security Act (“CARES Act”) to provide loans to qualifying businesses for amounts up to 2.5 times the achievement of a substantive milestone (milestone consideration) in the period the milestone is achieved. The pronouncement is effective on a prospective basis for milestones achieved in fiscal years and interim periods within those years, beginning on or after June 15, 2010. The Company does not expect the adoption of ASU 2010-17 to have a significant impact on its consolidated financial statements.

F-12

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

4.	Property, Plant and Equipment

Plant and equipment consistaverage monthly payroll expenses of the following:

		August 31, 2010				May 31, 2010
Office trailers		$	907,488			$	902,556
Machinery and equipment			8,386,685				8,292,669
Motor vehicles			1,467,562				1,452,308
Furniture and office equipment			532,065				509,611
Construction in progress			453,335				421,716
Total property, plant and equipment			11,747,135				11,578,860
Accumulated depreciation			(4,032,479	)			(3,583,159	)
Net property, plant and equipment		$	7,714,656			$	7,995,701

Depreciation expense included in general and administrative expenses for the three months ended August 31, 2010 and 2009 was $68,803 and $54,453, respectively. Depreciation expense included in cost of sales for the three months ended August 31, 2010 and 2009 was $361,520 and $199,231, respectively.

Construction in progress represents direct costs of construction and design fees incurred for the Company’s new project in Tangshan. All construction costs associated with this project are accumulated and capitalized as construction in progress. The construction in progress is closed out to the appropriate asset classification when the project is substantially complete, occupied, or placed into service. No depreciation is provided until it is completed and ready for its intended use.

Interest costs totaling $0 were capitalized into construction in progress for the three months ended August 31, 2010 and 2009.

5.	Prepayments

Prepayments consist of the prepaid expenses and the monies deposited with the suppliers for purchasing vehicles and raw material. The total outstanding amount was $1,440,425 and $1,289,007 as of August 31, 2010 and May 31, 2010, respectively. There is no provision made for the prepayment at August 31, 2010 and May 31, 2010.

6.	Other Receivables

Other receivables in current assets amounted to $381,786 and $950,671 as of August 31, 2010 and May 31, 2010, respectively.

Other receivables in long term assets amounted to $5,189,130 and $4,955,648 as of August 31, 2010 and May 31, 2010, respectively.

qualifying business. As of August 31, 2010,2022, and May 31, 2022, one of the PPP loans, in the principal amount of $88,631, was recorded in current liabilities. As of May 31, 2022, another PPP loan, in the principal amount of $41,666, was recorded in current liabilities. On June 22, 2022, pursuant to the provisions of the CARES Act, an application for loan forgiveness of this PPP loan for its principal amount and the interest accrued thereon was approved in full. The forgiven amount is recorded as other revenue in the Company’s statements of operations.

EIDL Loan

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

In June 2020, the Company received proceeds of $106,300 from the Small Business Administration through a second EIDL loan to help fund its operations during the Covid-19 pandemic. The loan bears interest at the rate of 3.75% per annum and is payable in monthly installments of $518 over a 30-year period. An additional $4,000 under EIDL, which was provided for payroll was forgiven and recorded as Other Income.

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

		August 31, 2022				May 31, 2022
SBA (EIDL) current portion		$	10,426			$	5,561
SBA (EIDL) noncurrent portion			238,874				243,739
		$	249,300			$	249,300

F-9

Line of Credit

On November 16, 2020, the Company received proceeds of $15,000 under a line of credit provided by an unrelated party with a limit of $15,000. Borrowings under the line of credit bear interest at the rate of 4.17% per month. There were balances of $14,542 and $0 outstanding at August 31, 2022, and May 31, 2022, respectively.

Short-Term Loans

During May 2022, the Company sold $63,250 of its future receivables include $3.25 millionto an unrelated party for $50,000. The terms of this sale require the Company to deliver receivables at the rate of $1,218 per week for one year. As of August 31, 2022, and May 31, 2022, the outstanding balances totaled $36,296 and $48,074, respectively.

On January 14, 2021, the Company entered into a financing agreement for the sale of future receipts with an unrelated party for total future receipts of $32,850 for a purchase price of $22,500. The weekly payment for this loan is $1,027. This loan was repaid on May 4, 2021.

On December 10, 2020, the Company entered into a cash advance agreement with an unrelated party for the sale of $63,900 of receivables for a purchase price of $45,000. The weekly payment for this loan was $1,997. This loan was repaid on May 4, 2021.

On June 29, 2022, the Company borrowed $12,500 from an unrelated party at an annual interest rate of 14%.

On August 3, 2022, the Company borrowed $15,000 from an unrelated party at an annual interest rate of 42.5%.

On August 8, 2022, the Company sold $61,155 of its future receivables to an unrelated party for $45,000 (the “080822 Receivables Sale”). The terms of this sale require the Company to deliver receivables at the rate of $3,057 per week for 20 weeks.

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

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

The following amounts related to constructionleases were recorded in progress disposalthe balance sheets:

		August 21, 2022				May 31, 2022
Right of use asset		$	54,417			$	63,213
Less: Accumulated amortization			(2,967	)			(2,915	)
Right of use asset, net		$	51,450			$	60,298
Lease liabilities – current		$	37,200			$	44,054
Lease liabilities – noncurrent			–				3,804
		$	37,200			$	47,858

F-10

The Company reimburses for an office space operating lease under a month-to-month arrangement, payable at the discretion of management. The Company’s total operating lease expense was $18,246 and $25,038 during the quarters ended August 31, 2022, and August 31, 2021, respectively. See Note 10 for additional lease information.

Note 6 -- Revenue

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

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

		Quarter Ended August 31,
		2022				2021
Clinical trials		$	119,246			$	82,916
Consulting fees			–				–
Franchise fees			–				–
Seminar fees			9,915				1,760
Royalty			–				–
Merchandise			8,921				–
Total revenue		$	138,082			$	84,676

Cost of Revenue

Cost of revenue consists of third-party costs associated with the patient stipend, sleep study fees and audio/video fees. As of August 31, 2022, and August 31, 2021, cost of revenue totaled $46,234 and $14,309, respectively.

Note 7 – Stockholders’ Deficit

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

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.

F-11

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

Common Stock

Issuances and Surrenders

On December 22, 2020, an officer surrendered to the Company 279,532,795 shares of Common Stock that had been erroneously issued to him.

During the year May 31, 2022, the Company sold 798,760,199 shares of Common Stock for $825,290 and during the year ended May 31, 2021, and during the year ended May 31, 2020, the Company sold 117,797,617 shares of Common Stock for $183,868.

During the year ended May 31, 2022, the Company issued 20,000,000 shares of Common Stock for services rendered; these shares had a market value of $12,000 on the date of their issuance.

On December 23, 2020, an officer of the Company sold 1,000,000,000 shares of Common Stock to the Company for $1,000, reducing ownership of the Company’s equity to 500,000,000 shares of Common Stock and 500,000 shares of Series A Preferred.

On March 11, 2022, the Company issued 55,000,000 shares of Common Stock to an unrelated party. On February 28, 2010, we sold construction in progress in Tangshanthat date, it also agreed to issue 11,250,000 shares of Common Stock to another unrelated party upon completion of certain services; these shares were issued on September 30, 2022.

On June 26, 2022, the Company issued 125,000,000 shares of Common Stock to an unrelated third party at a pricefor $75,000.

On August 10, 2022, the Company issued 1,000 shares of approximately $3.8 million.Series B Preferred to one of its officers in exchange for his surrender of 595,467,205 shares of Common Stock resulting in no change to additional paid in capital.

During the quarter ended August 31, 2022, the Company sold 125,000,000 shares of Common Stock for $75,000 and during the quarter ended August 31, 2021, the Company sold 36,134,739 shares of Common Stock for $82,500.

As of August 31, 2022, and August 31, 2021, there were respectively 8,167,531,094 and 7,850,372,839 shares of Common Stock issued and outstanding.

Note 8 – Share-Based Compensation

During the quarters ended August 31, 2022, and August 31, 2021, the Company issued no shares of Common Stock to its employees as additional 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 amountCompany will be duerecognize as share-based compensation expense all share-based payments to employees over the requisite service period (generally the vesting period) in 4 annual equal installments starting September 1, 2010. The receivable is unsecured, interest free, and with fixed repayment dates. Other receivables also include insurance claims and depositsits statements of income based on the fair values of the awards that are from unrelated parties, interest free, unsecured, and with no fixed repayment date, and advances to employees for business purposes.

issued.

F-12

F-13

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

As of May 31, 2010, other receivables include $3.8 million related to construction in progress disposal to an unrelated party. On February 28, 2010, we sold construction in progress in Tangshan to an unrelated third party at a price of approximately $3.8 million. The amount will be due in 4 annual equal installments starting September 1, 2010. The receivable is unsecured, interest free, and with fixed repayment dates. Other receivables also include insurance claims and deposits that are from unrelated parties, interest free, unsecured, and with no fixed repayment date, and advances to employees for business purposes.

The allowances on the other accounts receivable are recorded when circumstances indicate collection is doubtful for particular accounts receivable.  

Note 9 – Income Taxes

The Company provides for allowancesincome 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 our deferred tax assets and liabilities. The Tax Act did not give rise to any material impact on the balance sheets and statements of operations due to the Company’s historical worldwide loss position and the full valuation allowance on its net U.S. deferred tax assets.

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 currently provides for the base rent of $3,381.96 per month, increasing to (i) $3,529.00 per month on July 1, 2020, (ii) $3,676.04 per month on July 1, 2021, and (iii) $3,823.08 per month on July 1, 2022, subject to CPI increase. For information regarding the recording of the right-of-use asset and the lease liability in the balance sheets in respect of this lease, see Note 5.

Two of the Company’s officers leased 1,400 square feet in Houston, Texas (the “Officers’ Leased Property”), under a lease, the term of which commenced on February 29, 2020, and expired on March 14, 2022, at a rent of $3,449 per month. These officers made a portion of these premises available to the Company for use as office space on a specific account basis. There is no provision mademonth-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 other receivablessame premises, which expires on September 14, 2022, at August 31, 2010a 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.

Note 11 – Related Party Transactions

See Note 7 – Issuance and Surrenders for information respecting the Company’s purchase of Common Stock from one of its officers and Note 10 for information respecting the lease of real property to the Company by two of its officers. During the year ended May 31, 2010.

7.	Other Payables

Other payables in current2021, the Company advanced $15,000 to one of its stockholders, of which $12,000 remains outstanding. The Company also had related party liabilities consist of the followingoutstanding to certain shareholders totaling $76,192 and $1,955 as of August 31, 20102022, and May 31, 2010

		August 31, 2010				May 31, 2010
Commission payable		$	888,836			$	1,488,213
Payable to CRCG (note 1)			496,360				265,838
Staff and other companies deposit			1,617,124				463,256
Total other payables		$	3,002,320			$	2,217,307

Commission expense has been included in cost of goods sold.

8.	Accrued Expenses

Accrued expenses amounted to $712,651 and $491,885 as of August 31, 2010 and May 31, 2010,2021, respectively.

Note 12 – Off-Balance-Sheet Arrangements

The accrued expenses mainly include accrued land lease expenses, accrued electricity and utility expenses, and accrued interest.

9.	Related Party Transactions

Parties, which can be a corporation or individual, are considered to be related if the Company has no off-balance sheet arrangements.

Note 13 – Concentration of Risk

The Company has revenue, net of taxes and foreign currency gain/loss of $211,123 and $761,737 for the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Total outstanding amount of related party payable was $46,892 and $47,125 as ofquarters ended August 31, 20102022, and May 31, 2010, respectively. These payables bear no interest and have no fixed payment terms. Currently, the related party payable consists of the following:

		August 31, 2010				May 31, 2010
Rong Yang (Chairman)		$	46,892			$	47,125
Total		$	46,892			$	47,125

Total outstanding amount of related party receivables was $1,358,980 and $1,286,945 as of August 31, 2010 and May 31, 2010,2021, respectively. These receivables require no interest and have no fixed re-payment terms. Currently, the receivables from related party consist of the following:

		August 31, 2010				May 31, 2010
Yang Ming (Chairman Yang Rong’s brother)		$	161,000	(1)		$	147,817
Guiping Liao (CEO’s wife)			1,137,980	(1)			1,126,661
Xi Yang (CEO’s son)			60,000	(1)			12,467
		$	1,358,980			$	1,286,945

---

(1)

The purpose of these related party receivables are for business purposes such as travel advances.

F-14

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

10.

Debt

Bank Loan Payable

On October 16, 2009, the Company borrowed $1,466,000 from Beijng Bank. The loan is unsecured, and with an annual interest rate of 5.31%. $1,317,600 of the total amount is guaranteed by an unrelated party. The due dates are as follows: $146,400 due on July 16, 2010, $292,800 due on August 16, 2010, $439,200 due on September 16, 2010, and $439,200 due on October 16, 2010. Interest expenses are due on the 16th of every third month. As of August 31, 2010 and May 31, 2010, the loan payable to bank amounted to $1,177,600 and $1,317,600, respectively. There is no interest expense capitalized into construction in progress for the three months ended August 31, 2010 and 2009. By October 5, 2010, total bank loan payable of $883,200 was paid back.

Interest

Total interest expense and financial charges for the three months ended August 31, 2010 and 2009 on all debt amounted to $51,633 and $472, respectively. Total interest income for the three months ended August 31, 2010 and 2009 amounted to $544 and $0, respectively.

Capital Leases

In July 2009, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $1,774,368 with an annual interest rate of 6.76%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $1,965,343. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $22,106 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 22 months from September 2010 to June 2012 are as follows:

Total lease payment		$	1,372,281
Less imputed interest			95,605
Total capital lease obligation as of August 31, 2010			1,276,676
Less current maturity			744,403
Capital lease obligation – long-term portion as of August 31, 2010		$	532,273

The future lease commitments for the next three years after August 31, 2010 are as follows:

2011		$	823,371
2012			548,910
2013			-
Total		$	1,372,281

In November 2009, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $187,392 with an annual interest rate of 5.94%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $205,050. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $2,811 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 31 months from September 2010 to March 2013 are as follows:

Total lease payment		$	177,538
Less imputed interest			13,332
Total capital lease obligation as of August 31, 2010			164,206
Less current maturity			45,113
Capital lease obligation – long-term portion as of August 31, 2010		$	119,093

F-15

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

The future lease commitments for the next three years after August 31, 2010 are as follows:

2011		$	68,726
2012			80,179
2013			28,633
Total		$	177,538

In December 2009, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $545,779 with an annual interest rate of 5.94%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $597,200. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $6,822 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 32 months from September 2010 to April 2013 are as follows:

Total lease payment		$	600,463
Less imputed interest			51,701
Total capital lease obligation as of August 31, 2010			548,762
Less current maturity			187,010
Capital lease obligation – long-term portion as of August 31, 2010		$	361,752

The future lease commitments for the next three years after August 31, 2010 are as follows:

2011		$	266,872
2012			150,116
2013			183,475
Total		$	600,463

In December 2009, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $249,466 with an annual interest rate of 5.94%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $272,920. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $3,118 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 31 months from September 2010 to March 2013 are as follows:

Total lease payment		$	251,590
Less imputed interest			20,002
Total capital lease obligation as of August 31, 2010			231,588
Less current maturity			73,043
Capital lease obligation – long-term portion as of August 31, 2010		$	158,545

The future lease commitments for the next three years after August 31, 2010 are as follows:

2011		$	106,735
2012			91,487
2013			53,368
Total		$	251,590

F-16

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

In January 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $56,979 with an annual interest rate of 6.70%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for one year, with total payments of approximately $59,067. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $814 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 5 months from September 2010 to January 2011 are as follows:

Total lease payment		$	29,695
Less imputed interest			572
Total capital lease obligation as of August 31, 2010			29,123
Less current maturity			29,123
Capital lease obligation – long-term portion as of August 31, 2010		$	0

The future lease commitments for the next three years after August 31, 2010 are as follows:

2011		$	29,695
2012			-
2013			-
Total		$	29,695

In February 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $14,640 with an annual interest rate of 9.98%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $17,034. The title of the equipment will be transferred back to the Company upon the last payment. The minimum payments for the remaining lease term of 30 months from September 2010 to February 2013 are as follows:

Total lease payment		$	14,720
Less imputed interest			1,792
Total capital lease obligation as of August 31, 2010			12,928
Less current maturity			3,813
Capital lease obligation – long-term portion as of August 31, 2010		$	9,115

The future lease commitments for the next three years after August 31, 2010 are as follows:

2011		$	6,173
2012			5,698
2013			2,849
Total		$	14,720

In March 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $203,789 with an annual interest rate of 5.94%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $222,991. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $2,547 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 31 months from September 2010 to March 2013 are as follows:

F-17

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

Total lease payment		$	205,525
Less imputed interest			16,341
Total capital lease obligation as of August 31, 2010			189,184
Less current maturity			59,670
Capital lease obligation – long-term portion as of August 31, 2010		$	129,514

The future lease commitments for the next three years after August 31, 2010 are as follows:

2011		$	87,192
2012			74,736
2013			43,597
Total		$	205,525

In March 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $28,489 with an annual interest rate of 6.70%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for one year, with total payments of approximately $29,534. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $407 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 8 months from September 2010 to April 2011 are as follows:

Total lease payment		$	22,271
Less imputed interest			610
Total capital lease obligation as of August 31, 2010			21,661
Less current maturity			21,544
Capital lease obligation – long-term portion as of August 31, 2010		$	117

The future lease commitments for the next three years after August 31, 2010 are as follows:

2011		$	22,271
2012			-
2013			-
Total		$	22,271

In March 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $339,642 with an annual interest rate of 11.13%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for two years, with total payments of approximately $380,403. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $293 will be paid by the Company related to this lease. The minimum payments for the remaining lease term of 20 months from September 2010 to April 2012 are as follows:

Total lease payment		$	350,611
Less imputed interest			34,770
Total capital lease obligation as of August 31, 2010			315,841
Less current maturity			136,902
Capital lease obligation – long-term portion as of August 31, 2010		$	178,939

F-18

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

The future lease commitments for the next three years after August 31, 2010 are as follows:

2011		$	207,179
2012			127,495
2013			15,937
Total		$	350,611

In March 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $1,161,830 with an annual interest rate of 11.13%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for two years, with total payments of approximately $1,301,262. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $2,928 will be paid by the Company related to this lease. The minimum payments for the remaining lease term of 20 months from September 2010 to April 2012 are as follows:

Total lease payment		$	1,199,341
Less imputed interest			118,932
Total capital lease obligation as of August 31, 2010			1,080,409
Less current maturity			512,803
Capital lease obligation – long-term portion as of August 31, 2010		$	567,606

The future lease commitments for the next three years after August 31, 2010 are as follows:

2011		$	763,217
2012			436,124
2013			-
Total		$	1,199,341

In May 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $28,505 with an annual interest rate of 6.70%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for one year, with total payments of approximately $29,549. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $407 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 8 months from September 2010 to May 2011 are as follows:

Total lease payment		$	19,807
Less imputed interest			488
Total capital lease obligation as of August 31, 2010			19,319
Less current maturity			19,319
Capital lease obligation – long-term portion as of August 31, 2010		$	0

F-19

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

The future lease commitments for the next three years after August 31, 2010 are as follows:

2011		$	19,807
2012			-
2013			-
Total		$	19,807

The summary of all lease commitments is as follows:

Total lease payment		$	4,243,842
Less imputed interest			354,145
Total capital lease obligation as of August 31, 2010			3,889,697
Less current maturity			1,832,746
Capital lease obligation – long term portion as of August 31, 2010		$	2,056,951

The summary of future lease commitments for the next three years after August 31, 2010 is as follows:

2011		$	2,401,238
2012			1,514,745
2013			327,859
Total		$	4,243,842

11.	Non-controlling Interest

Non-controlling interest consists of other stockholders’ ownership interest in majority-owned subsidiaries of the Company, which is about 5.48% of the total ownership before the change of the non-controlling interest and 5.32% of the total ownership after the change of the non-controlling interest (Note 1). As of August 31, 2010 and May 31, 2010, the balance of non-controlling interest was $2,323,580 and $2,046,212, respectively.

12.	Shareholder’s Equity

Stock Issuance For Compensation

On June 1, 2010, the Company hired a consulting company. As compensation, the Company paid $45,000 and issued 115,000 shares of restricted common stock, and another 100,000 shares of restricted common stock will be issued upon certain terms. The shares are valued at market price of a total of $316,250 at $2.75 per share. The cash paid was first recorded as prepaid expenses. The shares issued are recorded as deferred consulting fee. Both the prepaid expenses and deferred consulting fee will amortize to expense over the agreement term of six-month period. As of August 31, 2010, prepaid expenses for this service has a balance of  $22,500 and deferred consulting fee has a balance of $158,125.

F-20

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

Options

On December 17, 2009, we granted to our newly appointed CFO options to purchase 300,000 shares of common stock, with an exercise price of $3.90 per share, which was the closest stock issuance price of the date of grant. The options will vest over 2 years and expire 3 years after the vesting date or after a termination date whichever is earlier.

F-21

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

On February 12, 2010, we granted to our CEO options to purchase 400,000 shares of common stock, with an exercise price of $3.90 per share. The options will vest over 2 years and no option can be exercised after 5 years from the vesting date.

On February 12, 2010, we granted three independent directors each, options to purchase 10,000 shares of common stock, with an exercise price of $3.90 per share. The options will vest over 1 year and no option can be exercised after 3 years from the vesting date.

On March 22, 2010, we granted one independent director options to purchase 10,000 shares of common stock, with an exercise price of $3.90 per share. The options will vest over 1 year and no option can be exercised after 3 years from the vesting date.

The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model are as follows:

Risk-free interest rate			0.86	%
Expected life of the options		1- 2 years
Expected volatility			45	%
Expected dividend yield			0F-13

Following is a summary

The Company had three customers that provided 85% of the stock option activityrevenue for the three monthsquarter ended August 31, 2010:

		Options  outstanding				Weighted  Average  Exercise  Price				Aggregate  Intrinsic  Value
Outstanding, May 31, 2010			740,000			$	3.90			$	0.00
Granted			-				-				-
Forfeited			-				-				-
Exercised			-				-				-
Outstanding August 31, 2010			740,000			$	3.90			$	0.00

Following2022, and five customers that provided 87% of revenue for the quarter ended August 31, 2021.

Note 14 – Subsequent Events

During the years ended May 31, 2022, and May 31, 2021, and during the quarter ended August 31, 2022, the COVID-19 pandemic had a material adverse effect on the Company’s educational business because governmental measures that we imposed to control it resulted in the closing of classrooms and other educational venues, and also hindered the Company’s franchising and consulting activities. As the pandemic has abated, some of these restrictions have been removed and the Company is a summarybeginning to resume normal operations. If the pandemic does not continue to abate, because of infections resulting from emerging virus variants or for other reasons, restrictions could be reimposed or increased. The ultimate impact of the status of options outstanding at August 31, 2010:

Outstanding Options							Exercisable Options
Exercise Price			Number		Average  Remaining  Contractual  Life		Average  Exercise  Price			Number		Average  Exercise Price
$	3.90		740,000		1.34		$	3.90		-		$	3.90

Warrants

pandemic will depend on future developments, which are highly uncertain and cannot be predicted.

On October 16, 2009, in connection with the Share Purchase Agreement in October 2009,September 2, 2022, the Company issued 153,846 warrants16,888,889 shares of Common Stock to Hunter Wise Financial Group, LLC, the Placement Agent. The warrants carry an exercise priceunrelated party in consideration of $3.90 and a 5-year term. The Warrants contain standard adjustment provisions upon stock dividend, stock split, stock combination, recapitalization, and a change of control transaction.

$12,667.

On March 22, 2010, in connection with the Share Purchase Agreement in March 2010,September 3, 2022, the Company issued 69,231 warrants37,500,000 shares of Common Stock to various parties as partan unrelated party in consideration of placement cost. The warrants carry an exercise price$30,000.

On September 15, 2022, the officers that leased the Officers’ Leased Property entered into a new lease for the same premises, which expires on March 14, 2023, at a rent of $3.90$3,038 per month, and these officers continued to make a 5-year term. The Warrants contain standard adjustment provisions upon stock dividend, stock split, stock combination, recapitalization, and a changeportion of control transaction.

On March 22, 2010, in connection with the Share Purchase Agreement in March 2010,these premises available to the Company for use as office space, for which the Company is paying them $2,817 per month.

On September 30, 2022, 11,250,000 shares of Common Stock were issued 1,281,083 warrants to an unrelated party in consideration of services rendered.

On October 2009 investors. The warrants carry17, 2022, 625,000,000 shares were issued to an exercise priceunrelated party in consideration of $6.00$250,000.

On December 1, 2022, 4,000,000 shares were issued to an unrelated party in consideration of $2,000.

On December 6, 2022, the Company changed its corporate name to Cannabis Bioscience International Holdings, Inc.

On December 9, 2022, 20,000,000 shares were issued to an unrelated party in consideration of $10,000.

On December 12, 2022, 22,222,222 shares were issued to an unrelated party in consideration of $10,000.

On December 20, 2022, the Company sold $103,284 of its future receivables for $76,000 to the unrelated party to which it made 080822 Receivables Sale. At that time, the Company had $36,000 of the obligations under the 080822 Receivables Sale, which were satisfied by applying the proceeds of the new sale thereto.

On January 9, 2023, the Company sold 116,000,000 shares of Common Stock to two unrelated parties in consideration of $29,800.

On January 10, 2023, the company sold 38,000,000 shares of Common Stock to an unrelated party in consideration of $19,000.

Management has evaluated all other subsequent events when these unaudited financial statements were issued and a 3-year term. The Warrants contain standard adjustment provisions upon stock dividend, stock split, stock combination, recapitalization, and a changehas determined that none of control transaction.

F-22

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

Placement Agent Warrants meet the conditions for equity classification pursuant to FASB ASC 815 “Derivatives and Hedging” and EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock.” Therefore, these warrants were classified as equity and accounted for as common stock issuance cost.

		Warrants  Outstanding				Warrants  Exercisable				Weighted  Average  Exercise  Price				Average  Remaining  Contractual  Life
Outstanding, May 31, 2010			1,504,160				1,504,160			$	5.69				3.05
Granted			-				-				-				-
Forfeited			-				-				-				-
Exercised			-				-				-				-
Outstanding, August 31, 2010			1,504,160				1,504,160			$	5.69				2.80

them requires disclosure herein.

13.

Employee Welfare PlanF-14

The Company has established its own employee welfare plan

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of China Infrastructure Construction Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of China Infrastructure Construction Corp. (the Company) as of May 31, 2022, and 2021, and the related consolidated statements of operations, cash flows and stockholders’ equity (deficit) for each of the years in accordance with Chinese law and regulations. The Company makes contributions to an employee welfare plan.  The total expense for the above plan was $2,141 and $13,542 for the three monthstwo-year period ended May 31, 20102022, and 2009, respectively.

14.	Income Tax

The following table reconciles the U.S. statutory ratesrelated notes (collectively referred to as the Company’s effective tax rate forfinancial statements). In our opinion, the three months ended Augustconsolidated financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 20102022, and 2009:

		2010				2009
U.S. Statutory rates			34.0	%			34.0	%
Foreign income not recognized in USA			(34.0	)			(34.0	)
China income taxes			25.0				0
China income tax exemption			16.2				0
Total provision for income taxes			8.8	%			0	%

USA

The Company2021, and the results of its operations and its subsidiaries are subject to income taxes on an entity basis on income arisingcash flows for each of the two years in or derived from, the tax jurisdictiontwo-year ended May 31, 2022, in which they operate. As the Group has no income generatedconformity with accounting principles generally accepted in the United States there was no tax expense or tax liability due toof America.

Basis for Opinion

These financial statements are the Internal Revenue Serviceresponsibility of the United States as of August 31, 2010 and May 31, 2010.

Hong Kong

As the Group has no income generated in Hong Kong, there was no tax expense or tax liability dueCompany’s management. Our responsibility is to the tax rule of Hong Kong as of August 31, 2010 and May 31, 2010.

People’s Republic of China (PRC)

Under the Income Tax Laws of the PRC,express an opinion on the Company’s subsidiaries are generally subject to an Enterprise Income Tax (EIT) at a standard rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments.

Beijing Concrete is subjectbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to a special tax exemption approved by the PRC tax department. The exemption of income taxbe independent with respect to the Company will last until December 31, 2010,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 audit 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.

As discussed in Note 3 to the financial statements, the Company’s recurring losses from year 2011,operations, working capital deficit, negative cash flows from operating activities, and its need for additional financing in order to fund its projected loss in 2022 raise substantial doubt about its ability to continue as a going concern. These 2022 and 2021 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had negative working capital at May 31, 2022, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Audit Matters

Critical audit matters arising from the current period audit of the financial statements that were communicated or required to be subjectcommunicated to an income tax at a standard rate of 25%.

the audit committee and that (1) relate 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 were no critical audit matters.

/s/ PWR CPA, LLP

Houston, Texas

PCAOB #6686

We have served as the Company’s auditor since 2021.

November 28, 2022

F-15

F-23

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

BFCM has an accumulated operating loss, thus there is no income tax expense for BFCM. The Company has not recorded deferred taxes, as valuation allowances were provided because all significant differences in tax basis and financial statement amounts are permanent differences.

		For the three months ended August 31,
		2010				2009
Income tax expenses
Current tax		$	-			$	-
Change in deferred tax assets			39,949				-
Change in valuation allowance			(39,949	)			-
Total		$	-			$	-

Hongruida is subject to a 25% income tax rate. According to Chinese tax law, the income tax will be calculated at the year end. As of August 31, 2010, the Company has accrued tax payable of $406,203 for income tax expenses for Hongruida.

The estimated tax savings due to the tax exemption for the three months ended August 31, 2010 and 2009 amounted to approximately $1,229,473 and $506,516, respectively. The net effect on earnings per share if the income tax had been applied would decrease the basic and diluted earnings per share for the three months ended August 31, 2010 by $0.10 and $0.10, respectively. The net effect on earnings per share if the income tax had been applied would decrease the basic and diluted earnings per share for the three months ended August 31, 2009 by $0.33 and $0.33, respectively.

15.	Other Income (Expenses)

Other income was $10,184 for the three months ended August 31, 2010. It consists of income from selling recycled paper and vehicle accident compensation. Other expenses were $0 for the three months ended August 31, 2010.

Other income was $0 for the three months ended August 31, 2009. Other expenses were $0 for the three months ended August 31, 2009.

16.	Concentration of Credit Risks and Uncertainties

Concentration of credit risk exists when changes in economic, industry or geographic factors similarly affect groups of counter parties whose aggregate credit exposure is material in relation to the Company’s total credit exposure.

Three major customers,  China Railway Construction Group, China Construction Group, and Guangzhou Tianli Construction Group accounted for  20%, 12% and 10% of the Company’s total sales for the three months ended August 31, 2010, respectively. Three major customers,  China Railway Construction Group, Beijing Sanyuan Construction Group, and Guangzhou Tianli Construction Group accounted for  24%, 11% and 10% of the Company’s total sales for the three months ended August 31, 2009, respectively.

Three customers, China Railway Construction Group, Guangzhou Tianli Construction Group, and China Construction Group accounted for 26%, 12%, and 10% of the Company’s accounts receivable balance at August 31, 2010. Two customers, China Railway Construction Group, and Beijing Sanyuan Construction Group accounted for 29% and 11% of the Company’s accounts receivable balance at August 31, 2009.

Three major vendors, Beijing Liulihe Cement Company, Haidebao Cement Company, and Hekai Stone and Sand company, accounted for 15%, 14%, and 10% of the Company’s total inventory purchases for the three months ended August 31, 2010. One major vendor, Tianjin Zhenxin Cement Company, accounted for 13% of the Company’s total inventory purchases for the three months ended August 31, 2009.

F-24

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2010

(UNAUDITED)

One major vendor, Beijing Liulihe Cement Company, accounted for 17% of the Company’s accounts payable at August 31, 2010. No vendor accounted for more than 10% of the Company’s accounts payable at August 31, 2009.

The Company’s exposure to foreign currency exchange rate risk primarily relates to cash and cash equivalents and short-term investments, denominated in the U.S. dollar. Any significant revaluation of RMB may materially and adversely affect the cash flows, revenues, earnings and financial position of the Company.

Contingencies

The Company has not, historically, carried any property or casualty insurance. No amounts have been accrued for any liability that could arise from the lack of insurance. Management feels the chances of such an obligation arising are remote.

Deposits in banks in the PRC are not insured by any government entity or agency, and are consequently exposed to risk of loss. Management believes the probability of a bank failure, causing loss to the Company, is remote.

Operating Lease Commitment

As of August 31, 2010, the Company was committed to minimum rentals for the leased land under long-term non-cancellable operating leases as follows:

Twelve Months Ended August 31,
2011		$	256,926
2012			262,365
2013			179,155
2014			107,456
2015			107,456
Thereafter			714,656
Total:		$	1,628,014

We currently have a ten-year lease with an annual payment of approximately $48,000, from March 1, 2008 to February 28, 2018, for our Beijing production base. We have built our offices and manufacturing facilities on this site. We also lease land for our Xi’an production facility. The annual payment is approximately $59,000. We also leased two offices in Beijing as our headquarter office. One office lease is from July 11, 2010 to July 10, 2012, with an annual payment of approximately $48,000. One office lease is from December 15, 2009 to December 14, 2011, with an annual payment of approximately $106,000.

Operating lease expenses amounted to $62,701 and $12,161 for the three months ended August 31, 2010 and 2009, respectively.

17.	Subsequent events

There are no material subsequent events. The Company has evaluated subsequent events from the balance sheet date through the date the report is issued.

The Company is obligated to issue additional 100,000 restricted shares as consulting expenses to an unrelated third party under certain terms. Currently the terms are not met and the Company estimates that the possibility of the Company meeting the terms is remote. Once the shares are issued, the Company will book consulting expenses of $308,000.

F-25

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To The Board of Directors and Stockholders of China Infrastructure Construction Corporation Beijing, China We have audited the accompanying consolidated balance sheets of China Infrastructure Construction Corporation (the Company) as of May 31, 2010 and 2009, and the related consolidated statements of operations and comprehensive income, cash flows, and changes in stockholders’ equity for the years ended May 31, 2010 and 2009. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of China Infrastructure Construction Corporation as of May 31, 2010 and 2009, and the results of its operations and its cash flows for the years ended May 31, 2010 and 2009, in conformity with accounting principles generally accepted in the United States of America. Child, Van Wagoner & Bradshaw, PLLC Salt Lake City, Utah August 30, 2010

F-26

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

CORP.

CONSOLIDATED BALANCE SHEETS

AS OF MAY 31, 2010 AND 2009

		May 31,
		2010				2009
Assets
Current assets
Cash and cash equivalents		$	1,102,879			$	921,841
Restricted cash			146,089				-
Trade accounts receivable, net			53,411,689				26,438,106
Other receivables			950,671				-
Inventories			575,452				885,834
Total current assets			56,186,780				28,245,781
Property, plant and equipment, net			7,995,701				5,649,835
Prepayments			1,289,007				-
Other receivables - long term			4,955,648				270,819
Related party receivables			1,286,945				674,289
Total other assets			7,531,600				945,108
Total assets		$	71,714,081			$	34,840,724
Liabilities and equity
Current liabilities
Trade accounts payable		$	13,376,119			$	10,173,765
Related party payable			47,125				564,419
Other payables			2,217,307				1,730,290
Current portion of capital lease obligations			1,949,183				-
Accrued expenses			491,885				277,329
Bank loan payable			1,317,600				-
Total current liabilities			19,399,219				12,745,803
Long-term liabilities
Long-term portion of capital lease obligations			2,185,820				-
Total long-term liabilities			2,185,820				-
Total liabilities			21,585,039				12,745,803
Stockholders' equity
Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding			-				-
Common stock: no par value; 100,000,000 shares authorized; 12,815,620 and 1,529,550 shares issued and outstanding as of May 31, 2010 and May 31, 2009			42,252,295				1,396,644
Retained earnings			4,321,221				17,755,631
Accumulated other comprehensive income			1,509,314				1,731,951
Total China Infrastructure Construction Corporation stockholders' equity			48,082,830				20,884,226
Noncontrolling interests			2,046,212				1,210,695
Total liabilities and equity		$	71,714,081			$	34,840,724

		Year Ended May 31,
		2022				2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	31,982			$	41,322
Accounts receivable			5,614				1,295
Related party receivables			12,000				12,000
TOTAL CURRENT ASSETS			49,596				54,617
Right-of-use asset			60,298				94,172
TOTAL ASSETS		$	109,894			$	148,789
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payables and accrued expenses		$	68,210			$	16,346
Related party payables			15,838				10,808
Short term loan			48,074				–
SBA loan			5,561				27,731
PPP loan			41,666				88,631
Lease liabilities - current			44,054				43,963
TOTAL CURRENT LIABILITIES			223,403				187,479
LONG-TERM LIABILITIES:
SBA loan - noncurrent			243,738				221,569
Lease liabilities - noncurrent			3,804				40,911
TOTAL LONG-TERM LIABILITIES			470,945				449,959
TOTAL LIABILITIES
STOCKHOLDERS' DEFICIT
Series A Convertible Preferred Stock, par value $0.001 per share:
10,000,000 shares authorized; 2,500,000 shares issued and outstanding at May 31, 2022, and May 31, 2021			2,500				2,500
Common Stock, without par value, 20,000,000,000 shares authorized 8,737,998,299 and 7,814,238,100 shares issued and outstanding at May 31, 2022, and May 31, 2021			–				–
Additional paid-in capital			3,286,605				2,461,315
Accumulated deficit			(3,650,156	)			(2,764,985	)
TOTAL STOCKHOLDERS' DEFICIT			(363,551	)			(303,670	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	109,894			$	148,789

The accompanying notes are an integral part of this statement.

these unaudited consolidated financial statements.

F-16

F-27

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE FISCAL YEARS ENDED MAY 31, 2010 AND 2009

		YEARS ENDED MAY 31,
		2010				2009
Sales Revenue, Net		$	73,998,463			$	66,778,296
Cost of goods sold			55,960,792				53,776,934
Gross profit			18,037,671				13,001,362
General and administrative expenses			31,323,026				1,931,333
Net operating income (loss)			(13,285,355	)			11,070,029
Other income (expense):
Interest income			4,424				-
Interest expense			(163,646	)			(2,097	)
Other income			857,170				-
Total other income (expense)			697,948				(2,097	)
Net income (loss) before income taxes			(12,587,407	)			11,067,932
Income taxes			-				-
Net income (loss)			(12,587,407	)			11,067,932
Less: Net income attributable to noncontrolling interests			847,003				606,723
Net income (loss) attributable to China Infrastructure Construction Corporation		$	(13,434,410	)		$	10,461,209
Earnings (loss) per share - basic and dilutive		$	(1.66	)		$	7.40
Basic and dilutive weighted average shares outstanding			8,106,833				1,413,047
Comprehensive income
Net income (loss)			(12,587,407	)			11,067,932
Foreign currency translation adjustment			(234,123	)			448,057
Comprehensive income (loss)		$	(12,821,530	)		$	11,515,989
Comprehensive income attributable to non-controlling interests		$	835,517			$	629,126
Comprehensive income (loss) attributable to China Infrastructure Construction Corporation		$	(13,657,047	)		$	10,886,863

OPERATION

		Year Ended May 31,
		2022				2021
Revenues		$	214,980			$	761,737
Cost of Revenues			46,763				–
Gross profit			168,217				761,737
Cost and expenses
General and administrative			134,351				100,281
Contract labor			544,760				263,138
Professional fees			222,535				198,496
Officer compensation			70,983				211,312
Rent and lease			75,226				72,244
Travel			8,420				31,230
Interest			51,036				44,344
Total operating expenses			1,107,311				921,045
Operating loss			(939,094	)			(159,308	)
Other income			53,923				–
Net loss before taxes			(885,171	)			(159,308	)
Income tax provision			–				–
Net loss		$	(885,171	)		$	(159,308	)
Average common stock outstanding			8,090,501,599				8,246,111,316
Average loss per share			(0.00011	)			(0.00002	)

The accompanying notes are an integral part of this statement.

these unaudited consolidated financial statements.

F-17

F-28

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE FISCAL YEARS ENDED MAY 31, 2010 AND 2009

		May 31,
		2010				2009
Cash flows from operating activities:
Net income (loss)		$	(12,587,407	)		$	11,067,932
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
Gain from property, plant and equipment disposal			(496,816	)			-
Bad debt expenses			85,170				18,900
Depreciation			1,174,021				695,464
Shares issued for compensation			27,422,242				-
Stock option expenses			199,003				-
Changes in operating liabilities and assets:
Trade accounts receivable			(27,095,999	)			(16,117,557	)
Prepayments			(1,291,119	)			247,541
Inventories			311,124				448,959
Other receivables			(1,835,744	)			219,695
Trade accounts payable			3,204,875				4,539,958
Other payables			511,779				1,152,541
Accrued expenses			190,336				4,469
Net cash provided by (used in) operating activities			(10,208,535	)			2,277,902
Cash flows from investing activities:
Property, plant, and equipment additions			(2,692,568	)			(46,544	)
Deposits - construction in progress			-				(1,826,851	)
Payments to related party receivable			(1,898,489	)			(501,690	)
Proceeds from related party receivable			575,372				-
Net cash used in investing activities			(4,015,685	)			(2,375,085	)
Cash flows from financing activities:
Shares issued for cash			13,234,406				-
Restricted cash			(146,089	)			-
Bank loan payable			1,319,760				-
Proceeds from related party payable			-				123,861
Cash acquired in recapitalization			-				-
Net cash provided by financing activities			14,408,077				123,861
Effect of rate changes on cash			(2,819	)			58,185
Increase (decrease) in cash and cash equivalents			181,038				84,863
Cash and cash equivalents, beginning of period			921,841				836,978
Cash and cash equivalents, end of period		$	1,102,879			$	921,841
			-
Supplemental disclosures of cash flow information:
Interest paid in cash		$	119,619			$	-
Income taxes paid in cash		$	-			$	-
Non-cash investing activities:
Acquisition of property, plant and equipment through other payable		$	4,141,781			$	-
Disposal of property, plant and equipment through other receivable		$	3,808,920			$	-
Related party receivable offset by payable to related party payable		$	674,289			$	-

		Year Ended May 31,
		2022				2021
OPERATING ACTIVITIES:
Net loss		$	(885,171	)		$	(159,308	)
Amortization of right-of-use asset and liability			33,874				3,644
Forgiveness of loan			(31,965	)			–
Adjustment to reconcile net income			–				–
Changes in assets and liabilities:
Accounts receivable			(4,319	)			(795	)
Accounts payable and accrued expenses			51,864				(77,360	)
Deferred revenues			–				(268,469	)
Related party accounts receivable			5,030				–
Related party payables			–				(5,417	)
Lease liability			(37,017	)			–
NET CASH USED IN OPERATIONS			(867,704	)			(507,705	)
FINANCING ACTIVITIES:
Proceeds from sales of common stock			825,290				261,000
Repurchase of common stock			–				(1,000	)
Payments of short term loan			(15,000	)			(1,709	)
Proceeds from short term loan			48,074				–
Proceeds from PPP loans			–				56,881
Proceeds from SBA loan			–				106,200
Repayment of loans of acquired subsidiary			–				–
Non cash loan settlement			–				–
NET CASH PROVIDED BY FINANCING ACTIVITIES			858,364				421,372
NET DECREASE IN CASH			(9,340	)			(86,333	)
CASH AT BEGINNING OF PERIOD			41,322				127,655
CASH AT END OF PERIOD		$	31,982			$	41,322
Supplemental disclosure of cash flow information:
Cash paid for interest		$	3,104			$	30,236

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

F-18

F-29

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

CORP.

CONSOLIDATED STATEMENTSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED MAY 31, 2010 AND 2009

														Accumulated Other
		Common Stock								Retained Earnings				Comprehensive				Noncontrolling				Total
		Shares				Amount				(Accumulated Deficit)				Income				Interests				Equity
Balance: May 31, 2008			1,200,000			$	1,368,021			$	7,294,422			$	1,306,297			$	581,569			$	10,550,309
Shares effectively issued to former shareholder as part of the recapitalization on 10/8/2008			329,550				28,623				-				-				-				28,623
Foreign currency translation adjustment			-				-				-				425,654				22,403				448,057
Net income (loss)			-				-				10,461,209				-				606,723				11,067,932
Balance: May 31, 2009			1,529,550				1,396,644				17,755,631				1,731,951				1,210,695				22,094,921
Adjustment for 1:10 reverse split			(4	)			-				-				-				-				-
Shares issued for cash in October 2009			2,564,108				10,000,021				-				-				-				10,000,021
Shares issued for fund raising service  in October 2009			408,531				1,573,366				-				-				-				1,573,366
Warrants issued for fund raising service  in October 2009			-				262,836				-				-				-				262,836
Cost of issuance			-				(3,230,597	)			-				-				-				(3,230,597	)
Shares issued for cash in March 2010			1,282,091				5,000,153				-				-				-				5,000,153
Warrants issued to placement agent			-				183,200				-				-				-				183,200
Warrants issued to investors			-				1,776,503				-				-				-				1,776,503
Cost of issuance			-				(2,331,076	)			-				-				-				(2,331,076	)
Shares issued for compensation			7,031,344				27,422,242				-				-				-				27,422,242
Stock option expenses			-				199,003				-				-				-				199,003
Foreign currency translation adjustment			-				-				-				(222,637	)			(11,486	)			(234,123	)
Net income (loss)			-				-				(13,434,410	)			-				847,003				(12,587,407	)
Balance: May 31, 2010			12,815,620			$	42,252,295			$	4,321,221			$	1,509,314			$	2,046,212			$	50,129,042

(DEFICIT)

		Series A Convertible Preferred Stock								Common Stock								Additional Paid-In				Accumulated
		Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balances - May 31, 2020			2,500,000			$	2,500				8,715,256,416			$	–			$	2,189,365			$	(2,605,677	)		$	(413,812	)
Sales of common stock			–				–				98,981,684				–				272,950				–				272,950
Repurchase of common stock			–				–				(1,000,000,000	)			–				(1,000	)			–				(1,000	)
Net loss			–				–				–				–				–				(159,308	)			(159,308	)
Balances - May 31, 2021			2,500,000			$	2,500				7,814,238,100			$	–			$	2,461,315			$	(2,764,985	)		$	(301,170	)
Sales of common stock			–				–				798,760,199				–				825,290				–				825,290
Net loss			–				–				–				–				–				(885,171	)			(885,171	)
Balances - May 31, 2022			2,500,000			$	2,500				8,612,998,299			$	–			$	3,286,605			$	(3,650,156	)		$	(361,051	)

The accompanying notes are an integral part of this statement.

these unaudited consolidated financial statements.

F-19

F-30

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Nature of operations

CORP.

Notes to Consolidated Financial Statements

May 31, 2022

Note 1 – Organization and Business

Organization and Operations

China Infrastructure Construction Corporation (“China Infrastructure”Corp., a Colorado corporation (the “Company”), formerly Fidelity Aviation Corporation, was organizedformed 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 its present name. The Company provides educational systems focused on medical cannabis in cities throughout the United States and six countries in Latin America. The Company provides services in therapeutic areas of clinical trials and services relating to sleep disorders through its sleep center in Houston, Texas. The Company offered concierge medicine at an affordable price through a membership-based model through its wholly owned subsidiary, Hippocrates Direct Healthcare, LLC, a ColoradoTexas limited liability company, (“Fidelity LLC”). On December 16, 2004, Fidelityformed on September 11, 2017; this business was discontinued during the quarter ended August 31, 2020. The Company has one subsidiary, Alpha Fertility and Sleep Center, LLC, converted itself into Fidelity Aviation Corporation by filing a Statementthrough which it conducts its Sleep Center business.

Note 2 – Summary of ConversionSignificant Accounting Policies

Accounting Principles

The financial statements and Articles of Incorporation with the Colorado Secretary of State. Fidelity was formed to purchase large commercial (transport category) jet airframes, salvage the usable aircraft parts and components from them and sell the parts and components. The Board of Directors evaluated the future market for aircraft parts business and resolved not to pursue this line of business anymore.

On October 8, 2008, China Infrastructure entered into and consummated the transactions contemplated under a Share Exchange Agreement with Northern Construction Holdings, Ltd., a Hong Kong limited company (“NCH”) and its shareholder pursuant to which China Infrastructure issued 1,200,000 (12,000,000 pre-reverse split) shares of  China Infrastructure common stock (the “Share Exchange”) in exchange for all issued and outstanding common stock of NCH.

The Share Exchange resulted in (i) a change in control of China Infrastructure with the shareholder of NCH owning approximately 78% of issued and outstanding shares of common stock of China Infrastructure, (ii) NCH becoming a wholly-owned subsidiary of China Infrastructure, and (iii) appointment of certain nominees of the shareholder of NCH as directors and officers of China Infrastructure and resignation of John Schoenauer as director, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of China Infrastructure.

As a result of the Share Exchange Agreement, Beijing Fortune Capital Management Co., Ltd. (“BFCM”), a 95% owned subsidiary of NCH, became our indirect majority-owned subsidiary.  Also as a result of the Share Exchange Agreement, Beijing Chengzhi Qianmao Concrete Co., Ltd., (“Beijing Concrete”), the operating company, and a 99.5% owned subsidiary of BFCM, also became our indirect majority-owned subsidiary.

F-31

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For accounting purposes, the share exchange transaction was treated as a capital transaction where the acquiring corporation issued stock for the net monetary assets of the shell corporation, accompanied by a recapitalization. The accounting is similar in form to a reverse acquisition, except that goodwill or other intangibles are not recorded.  All references to NCH common stocknotes thereto have been restated to reflectprepared by management using the equivalent numbersaccrual basis of China Infrastructure common shares.

On January 15, 2010, Beijing Concrete increased its registered capital from RMB 15 million (approximately $2.2 million) to RMB 30 million (approximately $4.4 million) and BFCM increased its investment in Beijing Concrete accordingly. Its share capital increased from RMB 10 million (approximately $1.47 million) to RMB 15 million (approximately $2.2 million). As a result, BFCM owns 99.67% of Beijing Concrete from January 15, 2010.

On February 1, 2010, Beijing Concrete formed a subsidiary, Shaanxi Hongruida Concrete Ltd. (“Hongruida”) and contributed RMB 10 million (approximately $1.47 million) to its capital. Beijing Concrete is the sole shareholder of Hongruida. Hongruida was organized to implement the 10-year strategic cooperative agreement with one of the Company’s major clients, China Railway Construction Group Co., Ltd (“CRCG”). Under the Agreement, the Company and CRCG will jointly manage the concrete mixing stations to be operated by Hongruida. CRCG will provide the cement for manufacturing the concrete mix in such concrete mixing stations, and will be able to purchase the concrete mix at discounted prices. Also, in accordance with the Agreement, each party will lease certain equipment to the concrete mixing stations.  The Company and CRCG will share 75% and 25% of the annual profits of such concrete mixing stations in Xi’an. Hongruida commenced its operations at the end of March 2010.

When we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of NCH on a consolidated basis unless the context suggests otherwise. 

2.	Basis of Presentation

The accompanying financial statements are preparedaccounting in accordance with accounting principles generally accepted in the United States of America (“USU.S. GAAP”). This basis differs from that used in the statutory accounts

Use of the Company, which were prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises in the PRC.  All necessary adjustments have been made to present the financial statements in accordance with US GAAP.

F-32

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.	Summary of Significant Accounting Policies

Economic and Political Risks

The Company faces a number of risks and challenges as a result of having primary operations and marketing in the PRC. Changing political climates in the PRC could have a significant effect on the Company’s business.

Control by Principal Stockholders

The directors, executive officers and their affiliates or related parties own, beneficially and in the aggregate, the majority of the voting power of the registered capital of the Company. Accordingly, the directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company’s assets.

Principles of Consolidation

The consolidated financial statements include the financial statements of China Infrastructure, and its wholly-owned and majority-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. The Company’s foreign subsidiaries have fiscal year ends of May 31 and the results are consolidated up to that date. Non controlling interests consist of other stockholders’ ownership interests in majority-owned subsidiaries of the Company.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principlesU.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosuresdisclosure of contingent assets and liabilities at the datedates of the financial statements and the reported amounts of incomerevenue and expenses during the reporting period.periods. Making estimates requires management to exercise significant judgment. Certain of these estimates could be affected by external conditions, including those unique to the Company’s businesses, and general economic conditions. These external conditions could have an effect on the Company’s estimates that could cause actual results to differ materially from its estimates. Actual results could differ from those estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary.

Significant estimates relied upon in preparing these statements include revenue recognition, accounts receivable reserves, accrued expenses, share-based compensation and the recoverability of the Company’s net deferred tax assets and any related valuation allowance.

Principles of Consolidation

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

F-20

F-33

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For purposes

Cash equivalents are short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less at the date acquired. The Company had $300 and $0 of investment securities that were deemed cash equivalents at May 31, 2022, or May 31, 2021, 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, 2022, and May 31, 2021.

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 has the ability to generate 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 overtime, typically upon shipment to the customer or when services are fulfilled, and the customers receive benefit from such services. Revenue is deferred and a liability is established to the extent 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 that 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 our revenue is derived from services provided to customers and is executed typically over a period that is typically between 1 to 12 months. Our 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. Contract modification sometimes occurs in our clinical trials business. Contracts are modified to account for changes in the contract specifications or requirements.

F-21

Share-Based Payments

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

Leases

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

Cash Flows

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

Fair Value Measurements

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

The estimated fair value of certain financial instruments, including cash and cash equivalents, includes cashaccounts 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 hand and demand deposits held by banks. Deposits held in financial institutionsthese 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 PRC are not insured by any government entityprincipal or agency.

Restricted Cash

In accordance withmost advantageous market for the Escrow Agreement and the Subscription Agreement (note 12) signed by China Infrastructure Construction Corporation, Trillion Growth China General Partner and Anslow & Jaclin, LLP (the “Escrow Agent”)asset or liability in October 2009, the Company was required to keep with the Escrow Agent $120,000 immediatelyan orderly transaction between market participants on the Closing Datemeasurement date. ASC Topic 820 also establishes a fair-value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the Subscription Agreement. This fund can only be disburseduse of unobservable inputs when certain criteria are met. The escrow account also keeps $38,089measuring fair value. ASC Topic 820 describes three levels of attorney fees as a covenant for future services. As of May 31, 2010 and 2009, the amount not disbursed was $146,089 and $0, respectively, and these are included in restricted cash in the consolidated balance sheets. Deposits held in the escrow account are not insured by any government entity or agency.

Trade Accounts Receivable

The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. Trade accounts receivable are recognized and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful accounts is established and determined based on management’s regular assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. These factors continuously change, and can have an impact on collections and the Company’s estimation process. These impactsinputs that may be material. Management reviews and maintains an allowanceused to measure fair value:

Level 1: Quoted prices in active markets for doubtful accounts that reflects the management’s best estimate of potentially uncollectible trade receivables. Certain accounts receivable amounts are charged off against allowances after a designated period of collection efforts. Subsequent cash recoveries are recognized as income in the period when they occur. Allowanceidentical assets or liabilities.

Level 2: Quoted prices for doubtful debts amounted to $397,042 and $311,928 as of May 31, 2010 and 2009, respectively.

F-34

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Inventories

Inventories are stated at the lower of cost, determined on a weighted average basis, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Inventories consist of the following:

		May 31, 2010				May 31, 2009
Raw materials		$	575,452			$	885,834

Property and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation related to property and equipment is reported in cost of revenues. Property, plant and equipment are depreciated over their estimated useful lives as follows:

Office trailers		10 years
Machinery and equipment		3-8 years
Furniture and office equipment		5-8 years
Motor vehicles		3-5 years

Impairment of Long-Lived and Intangible Assets

Long-lived assets of the Company are reviewed annually to assess whether the carrying value has become impaired according to the guidelines established in FASB Codification (ASC) 360.  The Company considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. As of May 31, 2010, the Company expects these assets to be fully recoverable. No impairment of assets was recorded in the periods reported.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income represents foreign currency translation adjustments.

F-35

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

The Company receives revenue from sales of concrete products and from provision of concrete pumping service and consulting service. The Company's revenue recognition policies are in compliance with ASC 605 (previously Staff Accounting Bulletin 104). Sales revenue is recognized at the date of shipment to customers or services have been rendered when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Our sales are non-returnable. Therefore, we do not estimate deductions or allowance for sales returns. Sales are presented net of any discounts, reward, or incentive given to customers.  Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Our products delivered to customers are checked on site by customers and, once the products are accepted by customers, they will sign the acceptance notice. There is no warranty issue after the delivery.

Reward or incentive given to our customers is an adjustment of the selling prices of our products; therefore, the consideration is characterized as a reduction of revenue when recognized in our income statement.

The Company recognizes its revenues net of value-added taxes (“VAT”).  The Company is subject to VAT which is levied at the rate of 6% on the invoiced value of sales. However, the Company enjoys a free VAT policy according to the national policy, which encourages the development of the cement industry if the manufacturer satisfies the environmental protection requirements. The Company has enjoyed the free VAT policy from January 1, 2006 and has been reviewed every year by the local tax bureau.

Cost of Goods Sold

Cost of goods sold consists primarily of the costs of the raw materials, freight charges, direct labor, depreciation of plant and machinery, warehousing cost and overhead associated with the manufacturing process and commission expenses.

F-36

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Shipping Income and Expense

-ASC 605-45-20 “Shipping and Handling Costs” establishes standards for the classification of shipping and handling costs. All amounts billed to a customer related to shipping and handling are classified as revenue.

Advertising Costs

The Company expenses advertising costs as incurred.  Advertising expenses charged to operations were $0 for the years ended May 31, 2010 and 2009, respectively. Advertising costs, if any, are included in selling, general and administrative expense on the income statement.

Foreign Currency and Comprehensive Income

The accompanying financial statements are presented in US dollars. The functional currency of the Company is U.S. Dollars and that of Beijing Concrete is the Renminbi (“RMB”) of the PRC. The financial statements are translated into US dollars from RMB at period-end exchange rates forsimilar assets and liabilities and weighted average exchange rates for revenues and expenses. Capital accountsin active markets or inputs that are translated at their historical exchange rates when the capital transactions occurred.observable.

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

F-22

On July 21, 2005, the PRC changed its foreign currency exchange policy from a fixed RMB/USD exchange rate into a flexible rate under the control of the PRC’s government. We use the Closing Rate Method in currency translation of the financial statements of the Company.

RMB is not freely convertible into the currency of other nations. All such exchange transactions must take place through authorized institutions. There is no guarantee the RMB amounts could have been, or could be, converted into US dollars at rates used in translation.

Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification No. 740, “Income Taxes” (“ASC 740 (formerly SFAS 109, “Accounting for Income Taxes.”740”) Under. This codification prescribes the use of the asset and liability method as required by ASC 740 (formerly SFAS 109),whereby deferred income taxestax asset and liability account balances are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years todetermined based on differences between the financial statement carrying amountsreporting and the tax bases of existing assets and liabilities. Under ASC 740,liabilities and for carryforward tax losses. Deferred taxes are measured using the effect on deferred income taxes of a change inenacted tax rates is recognizedand laws that will be in income ineffect when the period that includes the enactment date. Adifferences are expected to reverse. The Company provides a valuation allowance, is recognizedif necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of athe deferred tax asset will not be realized. As of May 31, 2010 and 2009, the Company did not have any deferred

Deferred tax assets or liabilities and assets are classified as such, no valuation allowances were recorded at May 31, 2010 and 2009.

F-37

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ASC 740 (formerly FIN 48) clarifiescurrent or noncurrent based on the accounting and disclosureclassification 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 and prescribes a recognition threshold and measurement attribute for recognition and measurementin 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 unaudited 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 unaudited 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. ASC 740 also provides guidance on de-recognition, classification,The Company elects to recognize any interest and penalties, accounting in interim periods, disclosure and transition.

Under ASC 740, evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution ofif any, related appeals or litigation based on the technical merits of that position. The second step is to measure aunrecognized tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognizedbenefits in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

The Company’s operations are subject to income and transaction taxes in the United States, Hong Kong, and the PRC jurisdictions. Significant estimates and judgments are required in determining the Company’s worldwide provision for income taxes. Some of these estimates are based on interpretations of existing tax laws or regulations, and as a result the ultimate amount of tax liability may be uncertain. However, the Company does not anticipate any events that would lead to changes to these uncertainties.

Under the Income Tax Laws of the PRC, the Company’s subsidiaries are generally subject to an income tax at an effective rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. Currently, the Company is charged at 0% income tax expense for the fiscal years ended May 31, 2010 and 2009.  The exemption of income tax to the Company will last until December 31, 2010 and from year 2011, the Company will be subject to an income tax at an effective rate of 25%. The current income tax expense and deferred tax expense for the fiscal years ended May 31, 2010 and 2009 are as follows:

F-38

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

		May 31, 2010				May 31, 2009
Current tax expense		$	-			$	-
Deferred tax expense		$	-			$	-

Restrictions on Transfer of Assets Out of the PRC

Dividend payments by the Company are limited by certain statutory regulations in the PRC. No dividends may be paid by the Company without first receiving prior approval from the Foreign Currency Exchange Management Bureau. However, no such restrictions exist with respect to loans and advances.

Financial Instruments

ASC 825 (formerly SFAS 107, “Disclosures about Fair Value of Financial Instruments”) defines financial instruments and requires disclosure of the fair value of those instruments. ASC 820 (formerly SFAS 157, “Fair Value Measurements”), adopted July 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for current receivables and payables, including short-term loans, qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments, their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available. The three levels are defined as follows:

o

Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

o

Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

o

Level 3: inputs to the valuation methodology are unobservable and significant to the fair value.

F-39

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

expense.

Loss per Share

The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair valuecomputes basic earnings per share amounts in accordance with ASC 820 (formerly SFAS 157).

Stock-Based Compensation

The Company records stock-based compensation expense pursuant to ASC 718 (formerly SFAS 123R, “Share Based Payment.”) The Company uses the Black-Scholes option pricing model which requires the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

Stock-based compensation expense is recognized based on awards expected to vest, and there were no estimated forfeitures as the Company has a short history of issuing options. ASC 718 (formerly SFAS 123R) requires forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.

Basic and Diluted Accounting Standards Codification Topic 260, “Earnings Per Share

The Company reports earnings per share in accordance with the provisions of ASC 260 (formerly SFAS No. 128, "Earnings Per Share.") ASC 260 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. ” Basic earnings per share excludes dilution and is computedcalculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earningsloss per share takes into accountis computed by dividing net loss by the potential dilution that could occur if securities or other contracts to issueweighted average number of shares of common stock, were exercised and converted into common stock. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market priceequivalents and potentially dilutive securities outstanding during the period.

F-40

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At May 31, 2022, and May 31, 2021, the Company had no dilutive securities.

Recently Issued Accounting Standards

The following isCompany does not believe there are any other recently issued, but not yet effective, accounting standards that would have a reconciliation of the basic and diluted earnings per share:

		2010				2009
Net income (loss) for earnings per share		$	(13,434,410	)		$	10,461,209
Weighted average shares used in basic computation			8,106,833				1,413,047
Diluted effect of warrants and options			-				-
Weighted average shares used in diluted computation			8,106,833				1,413,047
Earnings (loss) per share, basic		$	(1.66	)		$	7.40
Earnings (loss) per share, diluted		$	(1.66	)		$	7.40

Statement of Cash Flows

In accordance with FASB ASC 230, cash flows from the Company's operations is calculated based upon the local currencies. As a result, amounts related to assets and liabilities reportedsignificant impact on the statementCompany’s financial position or results of cash flows may not necessarily agreeoperations.

Note 3 – Going Concern

The accompanying audited financial statements have been prepared in conformity with changes in the corresponding balances on the balance sheet.

Segment Reporting

ASC 280 “Segment reporting” (formerly SFAS 131) requires use of the management approach model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

F-41

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Since management does not disaggregate Company data, the Company has determined that only one segment exists.

Recent Accounting Pronouncements

In June 2009, the FASB issued ASC 105 (previously SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles ("GAAP") - a replacement of FASB Statement No. 162 ), which has become the source of authoritative accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate the Company’s continuation as a going concern in accordance with ASC 240-40-50. The Company’s history of recurring losses, negative working capital and negative cash flows from operating activities raises substantial doubt about its ability to continue as a going concern. The Company has not generated any profits since inception and its current cash balances will not meet its working capital needs. During the year ended May 31, 2022, the Company had a net loss from operations of $885,171, net cash used in operations of $885,704, working capital deficit of $173,807 and an accumulated deficit of $3,650,156.

F-23

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

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

Note 4 – Debt

PPP Loans

During 2021 and 2020, the Company received multiple loans under the Payroll Protection Program (“PPP”). The PPP was established during 2020 as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) to provide loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. At May 31, 2022, and May 31, 2021, the Company’s PPP loans totaling $41,666 and $88,631, respectively, are recorded in current liabilities.

On April 21, 2021, pursuant to Section 1106 of the CARES Act, the Company applied for and received forgiveness for its PPP loan in the amount of $31,965. Loan forgiveness was recorded as Other Income during 2022.

EIDL Loan

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

In June 2020, the Company received proceeds of $106,300 from the Small Business Administration through a second EIDL loan to help fund its operations during the Covid-19 pandemic. The loan bears interest at the rate of 3.75% per annum and is payable in monthly installments of $518 over a 30-year period. An additional $4,000 under EIDL, which was provided for payroll was forgiven and recorded as Other Income during 2020.

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

		May 31,
		2022				2021
SBA (EIDL) current portion		$	5,561			$	88,631
SBA (EIDL) noncurrent portion			243,739				221,669
		$	249,300			$	249,300

Line of Credit

On November 16, 2020, the Company received proceeds of $15,000 under a line of credit provided by an unrelated party with a limit of $15,000. Borrowings under the line of credit bear interest at the rate of 4.17% per month. There we no balances outstanding at May 31, 2022, and May 31, 2021.

F-24

Short-Term Loans

During May 2022, the Company sold $63,250 of its future receivables to an unrelated party for $50,000. The terms of this sale require the Company to deliver receivables at the rate of $1,218 per week for one year. At May 31, 2022, and May 31, 2021, the outstanding balance totaled $48,074 and $0, respectively.

On January 14, 2021, the Company entered into a financing agreement for the sale of future receipts with an unrelated party for total future receipts of $32,850 for a purchase price of $22,500. The weekly payment for this loan is $1,027. This loan was repaid on May 4, 2021.

On December 10, 2020, the Company entered into a cash advance agreement with an unrelated party for the sale of $63,900 of receivables for a purchase price of $45,000. The weekly payment for this loan was $1,997. This loan was repaid on May 4, 2021.

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

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

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

		May 31,
		2022				2021
Right of use asset		$	63,213			$	96,889
Less: Accumulated amortization			(2,915	)			(2,717	)
Right of use asset, net		$	60,298			$	94,172
Lease liabilities – current		$	44,054			$	43,963
Lease liabilities – noncurrent			3,804				40,911
		$	47,858			$	84,874

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

The Company’s total operating lease expense was $75,225 and $72,244 during the years ended May 31, 2022, and May 31, 2021, respectively. See Note 10 for additional lease information.

Note 6 -- Revenue

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

F-25

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

		Year Ended May 31,
		2022				2021
Clinical trials		$	196,637			$	706,008
Consulting fees			–				17,289
Franchise fees			–				–
Seminar fees			13,985				38,440
Royalty			1,678				–
Merchandise			2,680				–
Total revenue		$	214,980			$	761,737

Cost of Revenue

Cost of revenue consists of third-party costs associated with the patient stipend, sleep study fees and audio/video fees. At May 31, 2022, and May 31, 2021, cost of revenue totaled $46,763 and $108,311, respectively.

Note 7 – Stockholders’ Deficit

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

Preferred Stock

The Company has designated 2,500,000 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Stock”). Each share of Series A Stock entitles the holder to receive dividends at the rate determined by the Board. In the event of liquidation, such holders are entitled to be appliedpaid out of the assets of the Corporation available for distribution to nongovernmental entities.

In June 2009,its common stockholders, whether from capital, surplus or earnings, and before any payment is made in respect of the FASB issued ASC 860 (previously SFAS No. 166, “Accounting for Transfersshares of Financial Assets”), which requires additional information regarding transfers of financial assets, including securitization transactions, and where companies have continuing exposureCommon Stock, an amount equal to the risks related to transferred financial assets. SFAS 166 eliminatesgreater of: (i) the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company does not believe this pronouncement will impact its financial statements.

In June 2009, the FASB issued ASC 810 (previously SFAS No. 167) for determining whether to consolidate a variable interest entity. These amended standards eliminate a mandatory quantitative approach to determine whether a variable interest gives the entity a controlling financial interest in a variable interest entity in favor of a qualitatively focused analysis, and require an ongoing reassessment of whether an entity is the primary beneficiary. We are currently evaluating the impact that adoption will have on our consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an activethen-current market for the identical liability is not available, we are required to use the quoted price of the identical liability when tradedSeries A Stock, as detailed by OTC, or ten cents ($0.10) per share of Series A Stock, subject to adjustment for stock dividends, combinations, splits, recapitalizations and the like with respect to the Series A Stock, plus all accrued but unpaid dividends. Each share of Series A Stock is convertible, at the option of the holder, at any time one year after the date of issuance of such shares, into that number of shares of Common Stock that is equal to the quotient obtained by dividing the Series A Preference Price then in effect for each share of Series A Stock by the greater of: (i) ten cents ($0.10) per share, or (ii) seventy-five percent (75%) of the Market Price (as defined) of the Common Stock on the conversion date, subject to adjustment in certain events. Series A Stock is not redeemable. The Series A Stock possesses one-half of the voting power of the Company’s stockholders. At May 31, 2022, and May 31, 2021, there were 2,500,000 shares of Series A Stock issued and outstanding.

Common Stock

Issuances and Surrenders

On December 22, 2020, an asset, quoted pricesofficer surrendered to the Company 279,532,795 shares of Common Stock that had been erroneously issued to him.

During the year ended May 31, 2022, the Company sold 798,760,199 shares of Common Stock for similar liabilities, or quoted prices$825,290, during the year ended May 31, 2021, and during the year ended May 31, 2020, the Company sold 117,797,617 shares of Common Stock for similar liabilities when traded as assets. If$183,868.

F-26

During the year ended May 31, 2022, the Company issued 20,000,000 shares of Common Stock for services rendered; these quoted prices are not available, we are required to use another valuation technique, such as an income approach orshares had a market approach. We do not expect it to have a significant impactvalue of $12,000 on our consolidated financial statements.

F-42

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In October 2009, the FASB issued Accounting Standards Update, 2009-13, Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements - A Consensus of the FASB Emerging Issues Task Force.” This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted. Management is in the process of evaluating the impact of adopting this ASC update on the Company’s financial statements.

In February 2010, FASB issued ASU No. 2010-9 –"Subsequent events (Topic 855)" Amendments to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in bothissuance.

On December 23, 2020, an officer of the Company sold 1,000,000,000 shares of Common Stock to the Company for $1,000, reducing ownership of the Company’s equity to 500,000,000 shares of Common Stock and 500,000 shares of Series A Preferred.

At May 31, 2022, and May 31, 2021, there were respectively 8,612,998,299 and 7,814,238,100 shares of Common Stock issued and revisedoutstanding.

Note 8 – Share-Based Compensation

During the years ended May 31, 2022, and May 31, 2021, the Company issued no shares of Common Stock to its employees as additional compensation.

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 statements. Accordingstatement 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 FASB,Code. These changes included a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the revised statements include those that have been changed to correct an error or conformtransition of U.S. international taxation from a worldwide tax system to a retrospective applicationterritorial system and a one-time transition tax on the mandatory deemed repatriation of U.S. GAAP.foreign earnings. The amendments were effective upon issuanceCompany is required to recognize the effect of the update, except fortax law changes in the useperiod of enactment, such as re-measuring its U.S. deferred tax assets and liabilities as well as reassessing the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.net realizability of our deferred tax assets and liabilities. The Company doesTax Act did not expect the adoption of this ASUgive rise to have aany material impact on the balance sheets and statements of operations due to the Company’s consolidated financial statements.

In April 2010,historical worldwide loss position and the FASB issued Accounting Standard Update 2010-17, “Revenue Recognition—Milestone Method (Topic 605): Milestone Method of Revenue Recognition” or ASU 2010-17. This Update provides guidance on the recognition of revenue under the milestone method, which allows a vendor to adopt an accounting policy to recognize all of the arrangement consideration that is contingent on the achievement of a substantive milestone (milestone consideration) in the period the milestone is achieved. The pronouncement is effective on a prospective basis for milestones achieved in fiscal years and interim periods within those years, beginning on or after June 15, 2010. The Company does not expect the adoption of ASU 2010-17 to have a significant impactfull valuation allowance on its consolidated financial statements.

F-43

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications

Certain prior period amounts have been reclassified to conformnet U.S. deferred tax assets. The reconciliation of taxes at the federal and state statutory rate to the current period presentation.

4.	Property, Plant and Equipment

Plant and equipment consist of the following:

		May 31, 2010				May 31, 2009
Office trailers		$	902,556			$	902,319
Machinery and equipment			8,292,669				2,922,504
Motor vehicles			1,452,308				466,117
Furniture and office equipment			509,611				462,300
Construction in progress			421,716				3,305,813
Total property, plant and equipment			11,578,860				8,059,053
Accumulated depreciation			(3,583,159	)			(2,409,218	)
Net property, plant and equipment		$	7,995,701			$	5,649,835

Depreciation expense included in general and administrative expensesCompany’s provision for the fiscal year ended May 31, 2010 and 2009 was $163,573 and $208,509, respectively. Depreciation expense included in cost of sales for the fiscal year ended May 31, 2010 and 2009 was $1,010,448 and $486,955, respectively.

Construction in progress represents direct costs of construction and design fees incurred for the Company’s new project in Tangshan. All construction costs associated with this project are accumulated and capitalized as construction in progress. The construction in progress is closed out to the appropriate asset classification when the project is substantially complete, occupied, or placed into service. No depreciation is provided until it is completed and ready for its intended use.

On February 28, 2010, we sold construction in progress in Tangshan to an unrelated third party at a price of approximately $3.8 million. The amount will be due in 4 annual equal installments starting September 1, 2010. As of May 31, 2010, the book value of the construction in progress sold was approximately $3.3 million. A gain from property, plant and equipment disposal of $496,816 was recorded in other income.

F-44

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interest costs totaling $0 were capitalized into construction in progressincome taxes for the years ended May 31, 20102022, and 2009.

5.	Prepayments

Prepayments consistMay 31, 2021, was as follows:

May 31, 2022
Income tax expense (benefit) at the statutory rate		$	611,045
Valuation allowance			(611,045	)
Income tax expense per books		$	–
May 31, 2021
Income tax expense (benefit) at the statutory rate		$	(141,571	)
Valuation allowance			141,871
Income tax expense per books		$	–

Due to changes in ownership provisions of the prepaid expensesincome tax laws of the United States of America, net operating loss carryforwards of approximately $2,909,738 and the monies deposited with the suppliers for purchasing vehicles and raw material. The total outstanding amount were $1,289,007 and $0 as of May 31, 2010 and  2009, respectively. There is no provision made for the prepayment$2,729,253 at May 31, 20102022, and 2009.

6.	Other Receivables

Other receivable in current assets amounted to $950,671 and $0 as of May 31, 2010 and 2009, respectively.

Other receivables in long term assets amounted to $4,955,648 and $270,819 as of May 31, 2010 and 2009, respectively.

As of May 31, 2010 other receivable includes $3.8 million related to construction in progress disposal to an unrelated party. The receivable is unsecured, interest free, and with fixed repayment dates (note 4). It also includes insurance claims and deposits, that are from unrelated parties, interest free, unsecured, and with no fixed repayment date, and advances to employees2021, respectively, for business purposes.

As of May 31, 2009, other receivables in long term assets amounted to $270,819, which mainly consists of insurance claims and the temporary lending to the staff with no fixed repayment date, unsecured, and with no interest bearing on it.

The allowances on the other accounts receivable are recorded when circumstances indicate collection is doubtful for particular accounts receivable.  The Company provides for allowances on a specific account basis. There is no provision made for the other receivables at May 31, 2010 and 2009.

F-45

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.	Other Payables

Other payables in current liabilities consist of the following as of May 31, 2010 and 2009:

		May 31, 2010				May 31, 2009
Commission payable		$	1,488,213			$	1,541,579
Payable to CRCG (note 1)			265,838				-
Staff  and other companies deposit			463,256				188,711
Total other payables		$	2,217,307			$	1,730,290

Commission expense has been included in cost of goods sold.

8.Accrued Expenses

Accrued expenses amounted to $491,885 and $277,329 as of May 31, 2010 and 2009. The accrued expenses mainly include accrued land lease expenses, accrued electricity and utility expenses, and accrued interest.

9.Related Party Transactions

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if theyfederal income tax reporting purposes are subject to common control or common significant influence.

Total outstanding amount of related party payable was $47,125 and $564,419annual limitations. When a change in ownership occurs, net operating loss carryforwards may be limited as of May 31, 2010 and 2009, respectively. These payables bear no interest and have no fixed payment terms. Currently, the related party payable consists of the following:

		May 31, 2010				May 31, 2009
Rong Yang (Chairman)		$	47,125			$	372,489
Shunjun Liao(Chairman’s brother-in-law)			-				98,723
RongHua Chang Shen Transportation (20% owned by a common shareholder)			-				93,207
Total		$	47,125			$	564,419

F-46

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total outstanding amount of related party receivables was $1,286,945 and $674,289 as of May 31, 2010 and 2009, respectively. These receivables require no interest and have no fixed re-payment terms. Currently, the receivablesto use in future years. They generally expire 20 years from related party consist of the following:

		May 31, 2010				May 31, 2009
Lao Zhan (common shareholder)		$	-			$	465,332
Yang Ming (Chairman Yang Rong’s brother)			147,817				187,490
Guiping Liao (CEO’s wife)			1,128,723	(1)			-
XiYang (CEO’s son)			12,467				-
Heng Jian (20% owned  by a common shareholder )			-				20,736
Beijing Yihua Daxin Investment (holding company)			-				731
		$	1,289,007			$	674,289

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(1)	The purpose of this loan was compliance with the PRC currency regulations. The loan was extended by our Hong Kong subsidiary.

10.

Debt

Bank Loan Payable

On October 16, 2009, the Company borrowed $1,466,000 from Beijng Bank. The loan is unsecured, and with an annual interest rate of 5.31%. $1,317,600 of the total amount is guaranteed by an unrelated party. The due dates are as follows: $146,400 due on July 16, 2010, $292,800 due on August 16, 2010, $439,200 due on September 16, 2010, and $439,200 due on October 16, 2010. Interest expenses are due on the 16th of every third month. As of May 31, 2010, the loan payablewhen incurred.

Income taxes for 2017 to bank amounted2021 remain subject to $1,317,600. There is no interest expense capitalized into construction in progress for the years ended May 31, 2010 and 2009. By August 30, 2010,  total loan bank payable of $146,400 was paid back.

There was no bank loan payable as of May 31, 2009.

Interest

Total interest expense and financial charges for the years ended May 31, 2010 and 2009 on all debt amounted to $163,646 and $2,097, respectively. Total interest income for the years ended May 31, 2010 and 2009 amounted to $4,424 and $0, respectively.

F-47

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Capital Leases

In July 2009, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $1,774,368 with an annual interest rate of 6.76%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $1,965,343. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $22,106 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 25 months from June 2010 to June 2012 are as follows:

Total lease payment		$	1,474,007
Less imputed interest			110,186
Total capital lease obligation as of May 31, 2010			1,363,821
Less current maturity			681,337
Capital lease obligation – long-term portion as of May 31, 2010		$	682,484

The future lease commitments for the next three years after May 31, 2010 are as follows:

2011		$	764,300
2012			655,114
2013			54,593
Total		$	1,474,007

In November 2009, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $187,392 with an annual interest rate of 5.94%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $205,050. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $2,811 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 34 months from June 2010 to March 2013 are as follows:

Total lease payment		$	193,659
Less imputed interest			15,827
Total capital lease obligation as of May 31, 2010			177,832
Less current maturity			59,836
Capital lease obligation – long-term portion as of May 31, 2010		$	117,996

F-48

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The future lease commitments for the next three years after May 31, 2010 are as follows:

2011		$	68,350
2012			68,350
2013			56,959
Total		$	193,659

In December 2009, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $545,779 with an annual interest rate of 5.94%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $597,200. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $6,822 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 35 months from June 2010 to April 2013 are as follows:

Total lease payment		$	597,200
Less imputed interest			51,421
Total capital lease obligation as of May 31, 2010			545,779
Less current maturity			185,995
Capital lease obligation – long-term portion as of May 31, 2010		$	359,784

The future lease commitments for the next three years after May 31, 2010 are as follows:

2011		$	215,655
2012			199,067
2013			182,478
Total		$	597,200

F-49

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2009, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $249,466 with an annual interest rate of 5.94%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $272,920. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $3,118 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 34 months from June 2010 to March 2013 are as follows:

Total lease payment		$	264,184
Less imputed interest			21,065
Total capital lease obligation as of May 31, 2010			243,119
Less current maturity			85,436
Capital lease obligation – long-term portion as of May 31, 2010		$	157,683

The future lease commitments for the next three years after May 31, 2010 are as follows:

2011		$	97,369
2012			90,990
2013			75,825
Total		$	264,184

In January 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $56,979 with an annual interest rate of 6.70%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for one year, with total payments of approximately $59,067. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $814 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 8 months from June 2010 to January 2011 are as follows:

Total lease payment		$	39,378
Less imputed interest			971
Total capital lease obligation as of May 31, 2010			38,407
Less current maturity			38,407
Capital lease obligation – long-term portion as of May 31, 2010		$	0

The future lease commitments for the next three years after May 31, 2010 are as follows:

2011		$	39,378
2012			-
2013			-
Total		$	39,378

F-50

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In February 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $14,640 with an annual interest rate of 9.98%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $17,034. The title of the equipment will be transferred back to the Company upon the last payment. The minimum payments for the remaining lease term of 33 months from June 2010 to February 2013 are as follows:

Total lease payment		$	15,584
Less imputed interest			2,004
Total capital lease obligation as of May 31, 2010			13,580
Less current maturity			4,515
Capital lease obligation – long-term portion as of May 31, 2010		$	9,065

The future lease commitments for the next three years after May 31, 2010 are as follows:

2011		$	5,667
2012			5,667
2013			4,250
Total		$	15,584

In March 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $203,789 with an annual interest rate of 5.94%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for three years, with total payments of approximately $222,991. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $2,547 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 34 months from June 2010 to March 2013 are as follows:

Total lease payment		$	215,813
Less imputed interest			17,210
Total capital lease obligation as of May 31, 2010			198,603
Less current maturity			69,793
Capital lease obligation – long-term portion as of May 31, 2010		$	128,810

F-51

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The future lease commitments for the next three years after May 31, 2010 are as follows:

2011		$	79,541
2012			74,330
2013			61,942
Total		$	215,813

In March 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $28,489 with an annual interest rate of 6.70%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for one year, with total payments of approximately $29,534. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $407 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 11 months from June 2010 to April 2011 are as follows:

Total lease payment		$	27,072
Less imputed interest			885
Total capital lease obligation as of May 31, 2010			26,187
Less current maturity			26,187
Capital lease obligation – long-term portion as of May 31, 2010		$	0

The future lease commitments for the next three years after May 31, 2010 are as follows:

2011		$	27,072
2012			-
2013			-
Total		$	27,072

In March 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $339,642 with an annual interest rate of 11.13%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for two years, with total payments of approximately $380,403. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $293 will be paid by the Company related to this lease. The minimum payments for the remaining lease term of 23 months from June 2010 to April 2012 are as follows:

F-52

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total lease payment		$	380,403
Less imputed interest			40,761
Total capital lease obligation as of May 31, 2010			339,642
Less current maturity			174,615
Capital lease obligation – long-term portion as of May 31, 2010		$	165,027

The future lease commitments for the next three years after May 31, 2010 are as follows:

2011		$	206,053
2012			174,350
2013			-
Total		$	380,403

In March 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $1,161,830 with an annual interest rate of 11.13%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for two years, with total payments of approximately $1,301,262. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $2,928 will be paid by the Company related to this lease. The minimum payments for the remaining lease term of 23 months from June 2010 to April 2012 are as follows:

Total lease payment		$	1,301,262
Less imputed interest			139,432
Total capital lease obligation as of May 31, 2010			1,161,830
Less current maturity			597,310
Capital lease obligation – long-term portion as of May 31, 2010		$	564,520

The future lease commitments for the next three years after May 31, 2010 are as follows:

2011		$	704,850
2012			596,412
2013			-
Total		$	1,301,262

F-53

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In May 2010, the Company entered into a capital leaseback arrangement with an unrelated third party for approximately $28,505 with an annual interest rate of 6.70%. The lease has been accounted for as a capital lease with the same third party to lease the equipment for one year, with total payments of approximately $29,549. The title of the equipment will be transferred back to the Company upon the last payment. A one time processing fee of $407 was paid by the Company related to this lease. The minimum payments for the remaining lease term of 11 months from June 2010 to May 2011 are as follows:

Total lease payment		$	27,087
Less imputed interest			885
Total capital lease obligation as of May 31, 2010			26,202
Less current maturity			26,202
Capital lease obligation – long-term portion as of May 31, 2010		$	0

The future lease commitments for the next three years after May 31, 2010 are as follows:

2011		$	27,087
2012			-
2013			-
Total		$	27,087

The summary of all lease commitments is as follows:

Total lease payment		$	4,535,649
Less imputed interest			400,646
Total capital lease obligation as of 5-31-2010			4,135,003
Less current maturity			1,949,183
Capital lease obligation – long term portion as of 5-31-2010		$	2,185,820

The summary of future lease commitments for the next three years after May 31, 2010 is as follows:

2011		$	2,235,323
2012			1,864,277
2013			436,046
Total		$	4,535,649

F-54

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.Non-controlling Interest

Non-controlling interest consists of other stockholders’ ownership interest in majority-owned subsidiaries of the Company, which is about 5.48% of the total ownership before the change of the non-controlling interest and 5.32% of the total ownership after the change of the non-controlling interest (Note 1). As of May 31, 2010 and 2009, the balance of non-controlling interest was $2,046,212 and $1,210,695, respectively.

12.Shareholder’s Equity

Reverse Stock Split

On September 28, 2009, the Company effectuated a 1-for-10 reverse stock split of the Company’s common stock, with no par value (the “Common Stock”) (the “Reverse Split”). Upon the Reverse Stock Split, ten (10) shares of the outstanding Common Stock were automatically converted into one (1) share of Common Stock. The Reverse Stock Split, however, did not alter the number of shares the Company is authorized to issue, but only reduced the number of shares of its Common Stock issued and outstanding. Any fractional share issued as a result of the reverse split was rounded up. Immediately before the Reverse Split there were 15,295,500 shares of Common Stock issued and outstanding. Immediately after giving effect to the Reverse Split, there were 1,529,550 shares of Common Stock issued and outstanding. All statements are retroactively stated to show the effects of the Reverse Split as if it had occurred at the beginning of the first period presented.

Stock Issuance For Compensation

On October 14, 2009, to provide incentives to the Company’s management and to adjust the Company’s capital structure, the Company issued 7,031,344 shares of its common stock to Rui Shen, as a trustee holding the shares for the Company’s Chief Executive Officer and Chairman Mr.Yang. The Company has used the closest share issuance price as the fair market value to calculate the compensation expense. A total of $27,422,242 in compensation expense was included in selling, general and administrative expenses.

F-55

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Issuance For Cash

On October 16, 2009, the Company entered into and consummated the sale of securities pursuant to a Subscription Agreement with a number of institutional investors (the “Investors”), providing for the sale to the Investors of an aggregate of approximately 2,564,108 shares of Common Stock for an aggregate purchase price of approximately $10,000,000 (or $3.90 per Share).  Net proceeds of $8,605,626 had been received and recorded as share capital. In connection with the Private Placement, the Company issued to the placement agent warrants to purchase 153,846 shares of Common Stock exercisable for a period of five years at an exercise price of $3.90 per share and paid a transaction fee equal to 8% of the gross proceeds of the Private Placement. The Company issued to the placement agent 92,468 shares of Common Stock for the service provided purely relating to the equity financing.  Additionally, the Company issued to an advisor in the PRC 288,963 shares of Common Stock and paid a transaction fee equal to 2.5% of the gross proceeds of the Private Placement for the service provided purely relating to the equity financing.  The Company issued to a middleman 27,100 shares of Common Stock for the service provided purely relating to the equity financing. Thus, the Company paid $1,394,396 in total and issued 408,531 shares to various parties as fund raising costs. These costs were classified as equity and accounted for as common stock issuance cost.

The Company also entered into several covenants in the Subscription Agreement, the breach of which can result in penalties, which are capped at 15% of the aggregate purchase price of the Private Placement.  These covenants include:

examination.

¨

Structuring the Company’s board of directors to be in compliance with the Nasdaq Corporate Governance standards;

¨

Listing on a National Securities Exchange within 24 months of the Closing Date;

¨

Hiring of a new full-time Chief Financial Officer, subject to the approval of certain Investors;

¨

Hiring of an internal control consultant for Sarbanes-Oxley 404 compliance; and

¨

Delivery of additional shares of common stock to the Investors on a pro rata basis for no additional consideration in the event that the Company’s after tax net income for each of the fiscal years ending May 31, 2010 and 2011 is less than $14,000,000 and $18,000,000, respectively, subject to certain adjustments, which number of shares should be equal to the percentage of variation between the actual net income and the target net income.

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 In connection with the Subscription Agreement, the Company also entered into an Investor Relations Escrow Agreement with an escrow agent and an investor representative, wherein the Company agreed to deposit $120,000 of the proceeds of the Private Placement into an escrow account (the “IR Escrow Funds”) and to utilize such IR Escrow Funds for a three-year investor relations program (the “IR Escrow Agreement”). In accordance with the Subscription Agreement, the Company shall retain an investor relations firm within 30 days after the Closing Date, subject to the approval of the investor representative. The Company is obligated to replenish the IR Escrow Funds on the second and third anniversaries of the Closing Date to bring the balance of such funds to $120,000 as of then.

On March 11, 2010, the Company consummated a private placement pursuant to a Subscription Agreement dated March 5, 2010 with a number of investors, providing for the sale to the investors of an aggregate of approximately 1,282,091 shares of common stock for an aggregate purchase price of approximately $5,000,000 (or $3.90 per Share). In connection with the private placement, the Company issued to the placement agent a warrant to purchase 46,154 shares of common stock exercisable for a period of five years at an exercise price of $3.90 per share and paid a transaction fee of $240,000. Additionally, the Company issued to a finder a warrant to purchase 23,077 shares of common stock exercisable for a period of five years at an exercise price of $3.90 per share and paid a transaction fee of $120,000. The Company paid $371,373 fund raising costs in total to various parties. These costs were classified as equity and accounted for as common stock issuance cost.

Options

On December 17, 2009, we granted to our newly appointed CFO options to purchase 300,000 shares of common stock, with an exercise price of $3.90 per share, which was the closest stock issuance price of the date of grant. The options will vest over 2 years and expire 3 years after the vesting date or after a termination date whichever is earlier.

On February 12, 2010, we granted to our CEO options to purchase 400,000 shares of common stock, with an exercise price of $3.90 per share. The options will vest over 2 years and no option can be exercised after 5 years from the vesting date.

F-57

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On February 12, 2010, we granted three independent directors each, options to purchase 10,000 shares of common stock, with an exercise price of $3.90 per share. The options will vest over 1 year and no option can be exercised after 3 years from the vesting date.

On March 22, 2010, we granted one independent director options to purchase 10,000 shares of common stock, with an exercise price of $3.90 per share. The options will vest over 1 year and no option can be exercised after 3 years from the vesting date.

The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model are as follows:

Risk-free interest rate			0.86	%
Expected life of the options		1- 2 years
Expected volatility			45	%
Expected dividend yield			0F-27

Following is a summary

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 currently provides for the base rent of $3,381.96 per month, increasing to (i) $3,529.00 per month on July 1, 2020, (ii) $3,676.04 per month on July 1, 2021, and (iii) $3,823.08 per month on July 1, 2022, subject to CPI increase. For information regarding the recording of the stock option activity:

		Options  outstanding				Weighted  Average  Exercise  Price				Aggregate  Intrinsic  Value
Outstanding, May 31, 2009			-			$	-			$	-
Granted			740,000			$	3.90			$	0.00
Forfeited			-				-				-
Exercised			-				-				-
Outstanding May 31, 2010			740,000			$	3.90			$	0.00

Following is a summaryright-of-use asset and the lease liability in the balance sheets in respect of this lease, see Note 5.

Two of the statusCompany’s officers leased 1,400 square feet in Houston, Texas (the “Officers’ Leased Property”), under a lease, the term of optionswhich 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 use as 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 expires 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.

Note 11 – Related Party Transactions

See Note 7 – Issuance and Surrenders for information respecting the Company’s purchase of Common Stock from one of its officers and Note 9 for information respecting the lease of real property to the Company by two of its officers. During the year ended May 31, 2021, the Company advanced $15,000 to one of its stockholders, of which $12,000 remains outstanding. The Company also has related party liabilities outstanding to certain shareholders totaling $15,838 and $1,455 at May 31, 2010:

Outstanding Options												Exercisable Options
Exercise Price				Number				Average  Remaining  Contractual  Life				Average  Exercise  Price				Number				Average  Exercise Price
$	3.90				740,000				1.59			$	3.90				-			$	3.90

F-58

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Warrants

On October 16, 2009, in connection with the Share Purchase Agreement in October 2009, the Company issued 153,846 warrants to Hunter Wise Financial Group, LLC, the Placement Agent. The warrants carry an exercise price of $3.902022, and a 5-year term. The Warrants contain standard adjustment provisions upon stock dividend, stock split, stock combination, recapitalization, and a change of control transaction.

On March 22, 2010, in connection with the Share Purchase Agreement in March 2010, the Company issued 69,231 warrants to various parties as part of placement cost. The warrants carry an exercise price of $3.90 and a 5-year term. The Warrants contain standard adjustment provisions upon stock dividend, stock split, stock combination, recapitalization, and a change of control transaction.

On March 22, 2010, in connection with the Share Purchase Agreement in March 2010, the Company issued 1,281,083 warrants to October 2009 investors. The warrants carry an exercise price of $6.00 and a 3-year term. The Warrants contain standard adjustment provisions upon stock dividend, stock split, stock combination, recapitalization, and a change of control transaction.

Placement Agent Warrants meet the conditions for equity classification pursuant to FASB ASC 815 “Derivatives and Hedging” and EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock.” Therefore, these warrants were classified as equity and accounted for as common stock issuance cost.

		Warrants  Outstanding				Warrants  Exercisable				Weighted  Average  Exercise  Price				Average  Remaining  Contractual  Life
Outstanding, May 31, 2009			-				-			$	-				-
Granted			1,504,160				1,504,160				5.69				4.75
Forfeited			-				-				-				-
Exercised			-				-				-				-
Outstanding, May 31, 2010			1,504,160				1,504,160			$	5.69				4.75

F-59

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.Employee Welfare Plan

May 31, 2021, respectively.

Note 12 – Off-Balance-Sheet Arrangements

The Company has established its own employee welfare plan in accordance with Chinese law and regulations. no off-balance sheet arrangements.

Note 13 – Concentration of Risk

The Company makes contributions to an employee welfare plan.  The total expense for the above plan was $5,970has revenue, net of taxes and $119,436foreign currency gain/loss of $214,980 and $761,737 for the years endedending May 31, 20102022, and 2009, respectively.

14.Income Tax

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended May 31, 2010 and 2009:

		2010				2009
U.S. Statutory rates			34.0	%			34.0	%
Foreign income not recognized in USA			(34.0	)			(34.0	)
China income taxes			0				0
China income tax exemption			0				0
Total provision for income taxes			0	%			0	%

People’s Republic2021, respectively.

The Company had three customers that provided 46% of China (PRC)

Under the Income Tax Laws of the PRC, the Company’s subsidiaries are generally subject to an Enterprise Income Tax (EIT) at a standard rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. Currently, the Company is charged at 0% income tax rate because of a special tax exemption approved by the PRC tax department. The income tax expenses for the years ended May 31, 2010 and 2009 are $0. The exemption of income tax to the Company will last until December 31, 2010 and from year 2011, the Company will be subject to an income tax at a standard rate of 25%. There were no significant book and tax basis differences.

The estimated tax savings due to the tax exemption for the years ended May 31, 2010 and 2009 amounted to approximately $3,821,280 and $2,802,334, respectively. The net effect on earnings per share if the income tax had been applied would decrease the basic and diluted earnings per sharegross revenue for the year ended May 31, 2010 by $0.472022, and $0.47, respectively. The net effect on earnings per share if the income tax had been applied would decrease the basic and diluted earnings per share11 customers that provided 70% of gross revenue for the year ended May 31, 2009 by $0.20 and $0.20, respectively.

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.	Other Income (Expenses)

Other income was $857,170 for the year ended May 31, 2010. It mainly consists of $496,816 gain on property, plant and equipment disposal (note 4). The rest of the other income is mainly rental income by renting our equipment to unrelated third parties. Other expenses were $0 for the year ended May 31, 2010.

Other income was $0 for the year ended May 31, 2009. Other expenses were $0 for the year ended May 31, 2009.

16.	Concentration of Credit Risks and Uncertainties

Concentration of credit risk exists when changes in economic, industry or geographic factors similarly affect groups of counter parties whose aggregate credit exposure is material in relation to the Company’s total credit exposure.

The company had sales to one major customer, China Railway Construction Group, that represented 14% of the Company’s total sales for the fiscal year ended May 31, 2010. And the Company had sales to two major customers, China Railway Construction Group, and Guangzhou Tianli Construction Group , that represented 25% and 12% of the Company’s total sales for the fiscal year ended May 31, 2009.

Two customers, China Railway Construction Group, and Guangzhou Tianli Construction Group, accounted for 26% and 10% of the Company’s accounts receivable balance at May 31, 2010. One customer, China Railway Construction Group, accounted for 33% of the Company’s accounts receivable balance at May 31, 2009.

The top five major vendors account for 26% of the Company’s total inventory purchases for the fiscal year ended May 31, 2010 with one major vendor representing 8% of the total purchase. The top five major vendors account for 50% of the Company’s total inventory purchases for the fiscal year ended May 31, 2009 with one major vendor representing 23% of the total purchase.

F-61

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

One major vendor accounted for 11% of the Company’s accounts payable at May 31, 2010. No vendor accounted for more than 10% of the Company’s accounts payable at May 31, 2009.  One major vendor accounted for 8% of the Company’s accounts payable at May 31, 2009.

The Company’s exposure to foreign currency exchange rate risk primarily relates to cash and cash equivalents and short-term investments, denominated in the U.S. dollar. Any significant revaluation of RMB may materially and adversely affect the cash flows, revenues, earnings and financial position of the Company.

Contingencies

The Company has not, historically, carried any property or casualty insurance. No amounts have been accrued for any liability that could arise from the lack of insurance. Management feels the chances of such an obligation arising are remote.

Deposits in banks in the PRC are not insured by any government entity or agency, and are consequently exposed to risk of loss. Management believes the probability of a bank failure, causing loss to the Company, is remote.

Operating Lease Commitment

As of May 31, 2010, the Company was committed to minimum rentals for the leased land under long-term non-cancellable operating leases as follows:

Fiscal Year Ended May 31,
2011		$	255,529
2012			260,939
2013			212,641
2014			110,929
2015			106,872
Thereafter			737,491
Total:		$	1,684,401

We currently have a ten-year lease with annual payment of approximately $48,000, from March 1, 2008 to February 28, 2018, for our Beijing production base. We have built our offices and manufacturing facilities on this site. We also lease land for our Xi’an production facility. The annual payment is approximately $59,000. We also leased two offices in Beijing as our headquarter office. One office lease is from July 11, 2010 to July 10, 2012, with annual payment of approximately $48,000. One office lease is from December 15, 2009 to December2021.

Note 14 2011, with annual payment of approximately $106,000.

F-62

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CHINA INFRASTRUCTURE CONSTRUCTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating lease expenses amounted to $124,013 and $48,391 for– Subsequent Events

During the years ended May 31, 20102022, and 2009, respectively.

Cooperation with InstituteMay 31, 2021, the COVID-19 pandemic had a material adverse effect on the Company’s educational business because governmental measures that we imposed to control it resulted in the closing of Building Materials (“IBM”)

On December 31, 2009,classrooms and other educational venues, and also hindered the Company’s franchising and consulting activities. As the pandemic has abated, some of these restrictions have been removed and the Company reached a three year agreement withis beginning to resume normal operations. If the Institutepandemic does not continue to abate, because of Building Materials (“IBM”), a subsidiaryinfections resulting from emerging virus variants or for other reasons, restrictions could be reimposed or increased. The ultimate impact of the China Academypandemic will depend on future developments, which are highly uncertain and cannot be predicted.

On March 11, 2022, the Company issued 55,000,000 shares of Building Research ("CABR"). UnderCommon Stock to an unrelated party. On that date, it also agreed to issue 11,250,000 shares of Common Stock to another unrelated party upon completion of certain services; these shares were issued on September 30, 2022.

F-28

On June 22, 2022, pursuant to the Agreement, CHNCprovisions of the CARES Act, applications for loan forgiveness of loans on which the Company was obligated totaling $41,666 in principal amount, and the interest accrued thereon, were approved in full. The forgiven amount will work exclusively with the Institute of Building Materials to obtain technical research, development and support. The Institute of Building Materials will also provide training courses to CHNC employees. CHNC will feature the Institute of Building Materialsbe recorded as CHNC’s technological partner in its corporate material. The Institute of Building Materials will use its relationships and brand influenceother revenue in the construction industry to assist CHNC in business development. The Company agrees to pay IBM approximately $51,000 each year.

17.	Subsequent Events

Company’s statements of operations.

On June 1, 2010,26, 2022, the Company hiredissued 125,000,000 shares of Common Stock to an unrelated party for $75,000.

On June 29, 2022, the Company borrowed $12,500 from an unrelated party at an annual interest rate of 14%.

On July 20, 2022, the Company filed amended and restated articles of incorporation with the Secretary of State of the State of Colorado. Among other things, the amended and restated articles of incorporation:

	·	Amended the terms of the Company’s Series A Convertible Preferred Stock (i) to change the par value of the shares of that series from $0.001 per share to no par value per share, (ii) to change the dividends to which such shares are entitled to receive from an amount at the discretion of the Board to the dividend to be paid on the shares of Common Stock into which such shares are convertible, (iii) to reduce the voting power of such shares from 50% of the Company’s voting power to the voting power of the number of shares of Common Stock into which such shares are convertible, (iv) to eliminate redemption at the option of the holder and provide for redemption at the option of the Company for a redemption price of the number of shares of Common Stock into which the redeemed shares are convertible and (v) to provide that such shares are senior to the Common Stock and junior to the Series B Convertible Preferred Stock described below.
	·	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.
	·	Eliminated the personal liability of directors to the Company or its stockholders for monetary damages for breach of their fiduciary duties as such to the full extent permitted by law.
	·	Provided that the Company indemnify, to the full extent permitted by law, any person who is or was a director or officer of the Company and may indemnify any other person against any claim, liability or expense arising against or incurred by such person made a party to a proceeding because he is or was a director, officer, agent, fiduciary or employee of the Company or because he is or was serving another entity as a director, officer, partner, trustee, employee, fiduciary or agent at the Company’s request.

Also, 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 its consultant and a total of 100,000 restricted shares were issued.

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 statements of income based on the fair values of the awards that are issued.

On August 3, 2022, the Company borrowed $15,000 from an unrelated party at an annual interest rate of 42.5%.

On August 8, 2022, the Company sold $61,155 of its future receivables to an unrelated party for $45,000. The terms of this sale require the Company to deliver receivables at the rate of $3,057 per week for 20 weeks.

On August 10, 2022, the Company issued 1,000 shares of Series B Preferred to one of its officers in exchange for his surrender of 595,467,205 shares of Common Stock.

F-29

On September 7, 2022, the Company issued 62,500,000 shares of Common Stock and 16,888,889 shares of Common Stock to two unrelated parties in consideration of $50,000 and $12,667, respectively.

On September 15, 2022, the officers that leased the Officers’ Leased Property entered into a new lease for the same premises, which expires 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 is paying them $2,817 per month.

On October 17, 2022, the Company issued 625,000,000 shares of Common Stock to an unrelated party in consideration of $250,000.

Management has evaluated all other subsequent events from the balance sheet date through the date the report is issued.

when these financial statements were issued and has determined that none of them requires disclosure herein.

F-30

F-63

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Part

PART II

— INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses payableexpected to be incurred by us in connection with this offering are as follows:

		Amount
Securities and Exchange Commission Registration fee		$	1,381.17
Accountants’ fees and expenses		$	30,000.00
Legal fees and expenses		$	125,000.00
Transfer Agent’s fees and expenses		$	1,000.00
Total Expenses		$	157,381.17

All expenses are estimated except for the Securitiesissuance and Exchange Commission fee. Nonedistribution of the securities being registered. No portion of such expenses from the offering will be borne by the selling stockholders.

Selling Stockholders.

SEC Registration		$	463
Legal Fees and Expenses*		$	50,000
Accounting Fees*		$	4,000
Miscellaneous*		$	5,000
Total		$	59,463

Item 14. Indemnification of Directors and Officers.

The statutes, charter provisions and other arrangements under which controlling persons, directors or officers

Under Section 7-109-102 of the Company are insured or indemnified against any liability which they may incur in such capacity are as follows:

Colorado Law

Colorado corporate law provides thatBusiness Corporation Act (the “CBCA”), a corporation may indemnify anya person who was or is a party, or is threatened to be made a party to a proceeding because he is or was a director against liability incurred in the proceeding if (a) his conduct was in good faith and (b) he reasonably believed (i) in the case of conduct in an official capacity with the corporation, that such conduct was in the corporation’s best interests; and (ii) in all other cases, that such conduct was at least not opposed to the corporation’s best interests and (c) in the case of any threatened, pending or completed action, suit orcriminal proceeding, whether civil, criminal, administrative or investigative, except an actionthe person had no reasonable cause to believe that his conduct was unlawful. However, a corporation may not indemnify a director under this section (a) in connection with a proceeding by or in the right of the corporation in which he was adjudged liable to the corporation; or (b) in connection with any other proceeding charging that he derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding he was adjudged liable on the basis that he derived an improper personal benefit. The termination of a proceeding by reasonjudgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the requisite standard of conduct. Indemnification permitted under this section in connection with a proceeding by or in the right of the factcorporation is limited to reasonable expenses incurred in connection with the proceeding.

The CBCA further provides that, unless limited by its articles of incorporation, a corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director or officer of the corporation, against reasonable expenses incurred by the person in connection with the proceeding. The Registrant’s articles of incorporation contain no such limitation. In addition, a director or officer, who is or was a party to a proceeding, may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. The CBCA allows a corporation to indemnify and advance expenses to an officer, employee, fiduciary or agent of the corporation to the same extent as a director.

Pursuant to the foregoing, the Registrant’s amended and restated articles of incorporation require it to indemnify, to the full extent permitted by law, any person who is or was a director or officer of the Registrant and may indemnify any other person against any claim, liability or expense arising against or incurred by such person made a party to a proceeding because he is or was a director, officer, agent, fiduciary or employee of the Registrant or because he is or was serving another entity as a director, officer, partner, trustee, employee, fiduciary or agent at the Company’s request.

Under Section 7-108-402 of the CBCA, a corporation may, in its articles of incorporation, eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for breach of his fiduciary duty as a director, except that such provision may not eliminate or limit the liability of a director to the corporation or its shareholders for monetary damages for any breach of his duty of loyalty to the corporation or its shareholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, unlawful distributions or any transaction from which he directly or indirectly derived an improper personal benefit. No such provision may eliminate or limit the liability of a director to the corporation or to its shareholders for monetary damages for any act or omission occurring before the date when such provision became effective. As permitted by the CBCA, the Registrant’s amended and restated articles of incorporation provide that the personal liability of the Company’s directors to the Company or its stockholders is limited to the full extent permitted by the CBCA.

II-1

In addition, Section 7-108-402 provides that no director or officer shall be personally liable for any injury to person or property arising out of a tort committed by an employee unless he was personally involved in the situation giving rise to the litigation or unless he committed a criminal offense in connection with such situation, without restricting other common-law protections and rights that he may have.

Section 7-109-108 of the CBCA provides that a corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of another corporation, partnership, joint venture, trustentity or other enterprise,an employee benefit plan, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonablyliability asserted against or incurred by himthe person in connection withthat capacity or arising from the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Colorado corporate law also provides that, to the extent thatperson’s status as a director, officer, employee, fiduciary or agent, of a corporation has been successful on the meritswhether or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein,not the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Charter Provisions

Article VII of our Amended and Restated Articles of Incorporation authorizes us, among other things,would have power to indemnify our officers, directors, employees, fiduciaries or agentsthe person against claims,the same liability or expense arising against or incurred by them in connection with certain actions, suits or proceedings if they acted in good faith and in a manner in which they reasonably believed to be in orunder the CBCA. The Registrant has not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, have no reasonable cause to believe their conduct was unlawful.

62

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Article VI of our Bylaws authorizes us to indemnify our officers and directors to the fullest extent authorized or permitted by the Company.

purchased such insurance.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling usthe Registrant pursuant to the foregoing provisions, we havethe Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against liabilities arising under the Securities Act (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

Item 15. Recent Salessales of Unregistered Securities.

unregistered securities.

On March 11, 2010, China Infrastructure Construction Corporation (the “Company”) consummated a private placement pursuant to a Subscription Agreement dated March 5, 2010 with a number of investors, providing forDecember 20, 2019, the sale to the investors of an aggregate of approximately 1,282,091Registrant issued 4,790,072,957 shares of Common Stock as merger consideration in respect of the Company’s common stock, no par value for an aggregate purchase pricemerger of approximately $5,000,000 (or $3.90 per Share). In connectionPUI with this private placement,and into the Company issuedRegistrant to the placement agent a warrant to purchase 46,154 shares of common stock exercisable for a period of five years at an exercise price of $3.90 per share and paid a transaction fee of $240,000. Additionally, the Company issued to a finder a warrant to purchase 23,077 shares of common stock exercisable for a period of five years at an exercise price of $3.90 per share and paid a transaction fee of $120,000. The issuances of these securities were effectuated23 persons pursuant to the exemption from the registration requirementsafforded by Section 4(a)(2) of the Securities ActAct. Of these shares, (i) 4,595,467,025 shares were issued to the chief executive officer of 1933, as amended (the “Securities Act”), provided by Section 4(2)PUI, who became the chief executive officer and a director of the Act and/or Regulation D, and Regulation S promulgated thereunder.

On March 5, 2010, the Company and the investors in the October 2009 private placement entered into an AmendmentRegistrant pursuant to the Subscription Agreement from October 16, 2009. In connection withrelated merger agreement and (ii) the Amendment, the Companyremainder were issued to such investors warrants22 persons who had purchased them from PUI over a period of several years prior to purchase in the aggregate approximately 1,281,083merger.

On January 5, 2020, the Registrant issued 90,000,000 shares of Common Stock at an exercise price of $6.00 per share.

On October 16, 2009, the Company entered into and consummated the sale of securities in a private placement pursuant to a Subscription Agreement with a number of investors, providingtwo persons for the sale to the investors of an aggregate of approximately 2,564,103 shares of the Company’s common stock for an aggregate purchase price of approximately $10,000,000 (or $3.90 per Share). In connection with this private placement, the Company issued to the placement agent warrants to purchase 153,846 shares of common stock exercisable for a period of five years at an exercise price of $3.90 per share. Additionally, the Company issued to a financial advisor in the PRC 288,963 shares of common stock. The issuances of these securities were effectuated$90,000 pursuant to the exemption from the registration requirementsafforded by Section 4(a)(2) of the Securities Act provided by Section 4(2)Act. Of these shares, 40,000,000 were issued to a director of the Act and/or Regulation D, and Regulation S promulgated thereunder. 

Registrant.

On October 14, 2009, to provide incentives toJanuary 5, 2020, the Company’s management and to adjust the Company’s capital structure, the CompanyRegistrant issued to Rui Shen, a majority shareholder of the Company, an aggregate of 7,031,34447,650,000 shares of Common Stock (after taking into accountto 13 persons in exchange for shares of PUI that they had received as employee benefits over a period of several years prior to the 1-for-10 reverse stock split which took effect on September 28, 2009). The issuance of these securities was effectuatedmerger pursuant to the exemption from the registration requirementsafforded by Section 4(a)(2) of the Securities ActAct.

On January 5, 2020, the Registrant issued 10,250,000 shares of 1933 (the “Act”), as amended, provided by Section 4(2)Common Stock to 13 persons who were not residents of the Act and/or Regulation D promulgated thereunder.

On   October 8, 2008, the Company issued 1,200,000 shares of our common stock to the stockholder of NCHUnited States persons in exchange for allshares of PUI that they had received as employee benefits over a period of several years prior to the issued and outstanding capital stockmerger. By virtue of NCH.  The Company didthe foreign status of these persons, these issuances were not receive any cash consideration in connection with the share exchange.  This issuance was made in reliance upon exemptions fromsubject to the registration requirementsprovisions of the Securities Act pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

63

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Act.

Item 16.

Exhibits and Financial Statement Schedules.II-2

 

(a)  Exhibits.

The exhibits to

In addition, the registration statement are listed in the Exhibit Index to this registration statement and are incorporated herein by reference.

Company has issued unregistered shares of Common Stock as follows:

Date

No. of Shares

Class of Securities

Value ($)

Transaction Type

Exemption Claimed

01/24/20

1,000,000

Common Stock

1,000

Employee benefit

4(a)(2) of the Securities Act

02/15/20

2,000,000

Common Stock

2,000

Employee benefit

4(a)(2) of the Securities Act

02/15/20

150,000

Common Stock

150

Employee benefit

4(a)(2) of the Securities Act

02/15/20

250,000

Common Stock

250

Employee benefit

4(a)(2) of the Securities Act

02/19/20

500,000

Common Stock

500

Employee benefit

4(a)(2) of the Securities Act

02/19/20

5,000,000

Common Stock

5,000

Employee benefit

4(a)(2) of the Securities Act

02/19/20

500,000

Common Stock

500

Employee benefit

4(a)(2) of the Securities Act

02/19/20

1,000,000

Common Stock

1,000

Employee benefit

4(a)(2) of the Securities Act

02/19/20

250,000

Common Stock

250

Employee benefit

4(a)(2) of the Securities Act

02/19/20

1,000,000

Common Stock

1,000

Employee benefit

4(a)(2) of the Securities Act

03/15/20

7,000,000

Common Stock

9,800

Cash

4(a)(2) of the Securities Act

03/15/20

5,000,000

Common Stock

5,000

Cash

4(a)(2) of the Securities Act

03/16/20

2,143,000

Common Stock

3,000

Cash

4(a)(2) of the Securities Act; foreign

03/16/20

6,429,000

Common Stock

9,000

Cash

4(a)(2) of the Securities Act; foreign

04/24/20

7,142,857

Common Stock

10,000

Cash

4(a)(2) of the Securities Act

04/24/20

62,500,000

Common Stock

12,500

Cash

4(a)(2) of the Securities Act

05/08/20

500,000

Common Stock

500

Employee benefit

4(a)(2) of the Securities Act

06/26/20

7,000,000

Common Stock

9,800

Cash

4(a)(2) of the Securities Act

06/26/20

50,000,000

Common Stock

10,000

Cash

4(a)(2) of the Securities Act

06/26/20

3,571,428

Common Stock

5,000

Cash

4(a)(2) of the Securities Act

03/15/21

50,000,000

Common Stock

150,000

Settlement of litigation

4(a)(2) of the Securities Act; foreign

03/15/21

7,500,000

Common Stock

22,500

Cash

4(a)(2) of the Securities Act

03/26/21

13,392,857

Common Stock

3,750

Cash

4(a)(2) of the Securities Act

04/09/21

1,893,939

Common Stock

5,000

Cash

4(a)(2) of the Securities Act

04/09/21

8,928,571

Common Stock

10,000

Cash

4(a)(2) of the Securities Act

04/09/21

8,152,174

Common Stock

15,000

Cash

4(a)(2) of the Securities Act

04/09/21

10,080,645

Common Stock

25,000

Cash

4(a)(2) of the Securities Act

04/21/21

3,750,000

Common Stock

9,000

Cash

4(a)(2) of the Securities Act

04/28/21

10,714,286

Common Stock

10,000

Cash

4(a)(2) of the Securities Act

04/29/21

178,571,429

Common Stock

50,000

Cash

4(a)(2) of the Securities Act

05/01/21

6,944,444

Common Stock

15,000

Cash

4(a)(2) of the Securities Act

05/08/21

2,500,000

Common Stock

5,000

Cash

4(a)(2) of the Securities Act

05/10/21

36,764,706

Common Stock

50,000

Cash

4(a)(2) of the Securities Act

05/18/21

2,500,000

Common Stock

5,000

Cash

4(a)(2) of the Securities Act

05/21/21

12,500,000

Common Stock

2,500

Cash

4(a)(2) of the Securities Act

05/24/21

3,750,000

Common Stock

7,500

Cash

4(a)(2) of the Securities Act

06/03/21

8,928,857

Common Stock

9,800

Cash

4(a)(2) of the Securities Act

06/11/21

14,705,882

Common Stock

20,000

Cash

4(a)(2) of the Securities Act

06/25/21

6,250,000

Common Stock

10,000

Cash

4(a)(2) of the Securities Act

06/26/21

6,250,000

Common Stock

10,000

Cash

4(a)(2) of the Securities Act

09/21/21

10,000,000

Common Stock

40,000

Cash

4(a)(2) of the Securities Act

11/30/21

40,000,000

Common Stock

50,000

Cash

4(a)(2) of the Securities Act

11/30/21

1,893,939

Common Stock

2,000

Cash

4(a)(2) of the Securities Act

01/04/22

55,555,555

Common Stock

50,000

Cash

4(a)(2) of the Securities Act

Item 17.

Undertakings.II-3

 

01/04/22

27,777,778

Common Stock

25,000

Cash

4(a)(2) of the Securities Act

01/04/22

10,000,000

Common Stock

10,000

Cash

4(a)(2) of the Securities Act

01/04/22

200,000,000

Common Stock

200,000

Cash

4(a)(2) of the Securities Act

01/07/22

30,000,000

Common Stock

30,000

Cash

4(a)(2) of the Securities Act

01/21/22

20,000,000

Common Stock

20,000

Cash

4(a)(2) of the Securities Act

01/24/22

10,000,000

Common Stock

10,000

Cash

4(a)(2) of the Securities Act

01/31/22

10,000,000

Common Stock

10,000

Cash

4(a)(2) of the Securities Act

03/02/22

20,000,000

Common Stock

12,000

Services

4(a)(2) of the Securities Act

03/03/22

94,117,647

Common Stock

84,700

Cash

4(a)(2) of the Securities Act

03/09/22

11,111,111

Common Stock

1,000

Cash

4(a)(2) of the Securities Act

03/11/22

55,000,000

Common Stock

38,500

Cash

4(a)(2) of the Securities Act

03/28/22

70,588,234

Common Stock

70,600

Cash

4(a)(2) of the Securities Act

03/28/22

41,025,641

Common Stock

41,025

Cash

4(a)(2) of the Securities Act

04/01/22

55,555,555

Common Stock

50,000

Cash

4(a)(2) of the Securities Act

06/26/22

125,000,000

Common Stock

50,000

Cash

4(a)(2) of the Securities Act

08/10/22

1,000

Series B Preferred

--

1

4(a)(2) of the Securities Act

09/07/22

62,500,000

Common Stock

54,200

Cash

4(a)(2) of the Securities Act

09/07/22

16,888,889

Common Stock

12,667

Cash

4(a)(2) of the Securities Act

09/30/22

11,250,000

Common Stock

--

Services

4(a)(2) of the Securities Act

10/17/22

625,000,000

Common Stock

250,000

Cash

4(a)(2) of the Securities Act

11/1/22

70,000,000

Common Stock

--

Services Agreements

4(a)(2) of the Securities Act; foreign

1101/22

16,000,000

Common Stock

--

Employee benefit

4(a)(2) of the Securities Act; foreign

12/01/22

4,000,000

Common Stock

2,000

Cash

4(a)(2) of the Securities Act

12/12/22

22,222,222

Common Stock

10,000

Cash

4(a)(2) of the Securities Act

01/09/23

100,000,000

Common Stock

25,000

Cash

4(a)(2) of the Securities Act

01/09/23

16,000,000

Common Stock

4,800

Cash

4(a)(2) of the Securities Act

01/10/23

38,000,000

Common Stock

19,000

Cash

4(a)(2) of the Securities Act

^{______________}

¹ Issued in exchange for 595,467,205 shares of Common Stock.

The proceeds of the securities issued for cash were used for general corporate purposes.

Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)       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	By-Laws.
5	Opinion of Barry J. Miller PLLC.
10.1	2022 Incentive Award Plan.+
10.2	Lease, dated July 1, 2016, by and between 6201 Bonhomme, L.P. as landlord and Precision Research Institute, L.L.C., as tenant (includes amendments).
10.3	Apartment Lease, dated March 15, 2022, by and between SPUSG HSTN North Tower, as Lessor, and Dante Picato 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	Agreement, dated as of November 1, 2022, by and between the Registrant and Henry Levinski.+ *
21	Subsidiaries of the Registrant.*
23	Consent of PWR CPA, LLP.*
23.2	Consent of Barry J. Miller PLLC. Included in Exhibit 5.
24	Power of Attorney. Included on the signature page of the registration statement filed on August 24, 2022.
107	Filing Fee Table (Amended).*

* Filed herewith

+ Indicates 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 the Prospectus that is part of this registration statement.

II-4

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1)       To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)          To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)         To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)       That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fideoffering thereof;

thereof.

(3)       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

offering.

(4)       That, for the purpose of determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(i)           in any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)          any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)         any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5)          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in this registration statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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 (6)          That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(7)          That, for purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time shall be deemed the initial bona fide offering of those securities.

(8)          For the purpose of determining liability under the Securities Act of 1933 to any purchaser, the undersigned registrant undertakes that:

(i)           if the undersigned registrant is relying on Rule 430B:

(a)          each prospectus filed by the undersigned registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(b)         each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an Underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)          if the undersigned registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided,effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)       That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

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SIGNATURES

II-5

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1933, the registrantRegistrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on this 15th dayin the City of October, 2010.

Houston, Texas.

Date: January 13, 2023

	China Infrastructure Construction Corporation CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.
	By:	/s/ Rong YangDante Picazo
	Dante Picazo
	Chief Executive Officer (Principal Executive Officer) and Director

Pursuant to the requirements of the Securities Act, of 1933, this registration statement washas been signed below by the following persons in the capacities set forth opposite their names and on the dates indicated.

Name and TitlePerson		Title		Date
/s/ Rong Yang		October 15, 2010
Rong Yang
*		Chief Executive Officer and Director		January 13, 2023
Dante Picazo		(Principal Executive Officer)
/s/ Yiru Shi		October 15, 2010
Yiru Shi
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
/s/ Shuqian Wang
October 15, 2010 /s/ Henry Levinski		Vice President and Director		January 13, 2023
Shuqian Wang, DirectorHenry Levinski
/s/ Francis Nyon Seng Leong		October 15, 2010
Francis Nyon Seng Leong, Director
*
/s/ Pat Lee Spector   Secretary and Director		October 15, 2010 January 13, 2023
Pat Lee Spector, Director  Jose Torres
/s/ Zhenhai Niu		October 15, 2010
Zhenhai Niu, Director

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Exhibit Index

Number		Description
2.1		Share Exchange Agreement by and between the Company and Northern Construction Holdings, Ltd. (1)
3.1		Articles of Incorporation of the Company (2)
3.2		Articles of Amendment (4)
3.3		By-laws of the Company (2)
4.1		Specimen of Common Stock Certificate (4)
5.1		Legal Opinion of Guzov Ofsink LLC*
10.1		Form of Call Option Agreement dated as of October 8, 2008 by and between Rui Shen and Rong Yang (3)
10.2		Form of Employment Agreement dated as of December 19, 2008 by and between Rong Yang and Beijing Concrete (4)
10.3		Form of Subscription Agreement dated October 16, 2009, among the Company and the Investors named therein (5)
10.4		Form of Investor Relations Escrow Agreement dated October 16, 2009, among the Company, Anslow& Jaclin, LLP and Trillion Growth China General Partner (5)
10.5		Form of Lockup Agreement dated October 16, 2009, by and between the Company and certain directors and officers (5)
10.6		Form of Lockup Agreement dated October 16, 2009, by and between the Company and certain non-affiliates shareholders (5)
10.7		Form of Call Option Agreement dated October 14, 2009, by and between Rui Shen and Rong Yang (5)
10.8		Form of Call Option Agreement dated October 14, 2009, by and between Rui Shen and Bingchuan Xiao (5)
10.9		Form of Voting Trust Agreement dated October 14, 2009, by and between Rui Shen and Rong Yang (5)
10.10		Form of Voting Trust Agreement dated October 14, 2009, by and between Rui Shen and Bingchuan Xiao (5)
10.11		Form of Employment Agreement dated December 17, 2009, by and between the Company and Ms. Yiru Shi (6)
10.12		Form of Option Agreement dated December 17, 2009, by and between the Company and Ms. Yiru Shi (6)
10.13		The China Infrastructure Construction Corporation 2010 Stock Incentive Plan, dated February 12, 2010 (7)

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10.14		Form of Independent Director Agreement (7)
10.15		Amended and Restated Employment Agreement with Rong Yang, dated February 12, 2010 (7)
10.16		Non-Qualified Stock Option Agreement with Rong yang, dated February 12, 2010 (7)
10.17		Form of Subscription Agreement dated March 5, 2010, by and among the Company and the parties named therein (8)
10.18		Form of Amendment dated March 5, 2010 to Subscription Agreement dated October 16, 2009 by and among the Company and the parties named therein (8)
10.19		Form of Warrant issued to the Company’s placement agent and certain finder (8)
10.20		Form of Warrant issued to the 2009 Investors (8)
16.1		Letter of Ronald R. Chadwick, P.C. to the SEC dated October 9, 2008 (1);
21.1		List of Subsidiaries
23.1		Consent of Child, Van Wagoner & Bradshaw, PLLC*
23.2		Consent of Guzov Ofsink LLC (contained in Exhibit 5.1)

Footnotes:

*Filed herewith.

	(1)	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 10, 2008.

*By:	/s/ Henry Levinski
	Henry Levinski Attorney-in-Fact

	(2)	Incorporated by reference to our Registration Statement on Form SB-2 (Reg. No. 333-146758) filed with the SEC on October 17, 2007.
	II-6

	(3)	Incorporated by reference to our Current Report on Form 8-K/A filed with the SEC on April 29, 2009.

	(4)	Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on September 15, 2009.

	(5)	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 20, 2009.

	(6)	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 22, 2009.

	(7)	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 19, 2009.

(8)

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 12, 2009.

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