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

We are a development-stage company with limited operations and no revenues from our business operations. Our independent auditor has issued a going-concern opinion. This means that our independent auditor believes there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues, until we have obtained sufficient funds to implement our current, post-acquisition plan of business, of which there is no assurance.

Acquisition of Exousia Ai, Inc. - New Plan of Business

Acquisition. On November 11, 2025, the Company entered into a Plan and Agreement of Reorganization (the "Reorganization Agreement") with the shareholders of Exousia Ai, Inc., a Florida corporation ("Exousia AI"), pursuant to which the Company would acquire 100% of the issued and outstanding capital stock of Exousia AI, with Exousia AI becoming the Company's wholly-owned subsidiary, in consideration of the Company's issuing a total of 62,223,000 shares of Company common stock (the "Acquisition Shares") to the shareholders of Exousia Ai. On November 17, 2025, the parties closed the Reorganization Agreement, such that Exousia AI became a wholly-owned subsidiary of the Company and the shareholders of Exousia AI were issued the Acquisition Shares (Exousia Pro Holding Management, LLC as to 41,223,0000 of the Acquisition Shares and Progenicyte Japan CO., LTD. as to 21,000,000 of the Acquisition Shares).

The acquisition of Exousia AI was pursued and consummated by the Company, after the Company's Board of Directors had determined, after investigating the Exousia AI opportunity, that the best interests of the Company and its shareholders would be best served by acquiring Exousia AI.

Effective as of the closing of the Reorganization Agreement, Zhang Shengwu resigned as the Company's Sole Officer and Director and Matthew Dwyer was appointed as the Company's new Sole Officer and Director.

New Plan of Business. The Company's Board of Directors has adopted the business plan of Exousia AI as part of its overall business plan, to wit: Exousia AI is a clinical stage biotechnology company developing new ways to exploit the therapeutic potential of exosomes, initially focused in the field of oncology.

Results of Operation

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Due to the acquisition of Exousia AI, our future operating results will be substantially different from our company's past operating results. However, we are not able to predict the extent of such change is operating results.

Six Months Ended November 30, 2025 and 2024. During the six months ended November 30, 2025, we generated $-0- (unaudited) in revenue, compared to $3,750 (unaudited) in revenue during the six months ended November 30, 2024, all of which was associated with our business operations as they existed prior to our acquisition of Exousia AI.

For the six months ended November 30, 2025, we reported operating expenses of $206,711 (unaudited) and other income of $217,922 (unaudited) resulting in a net loss of $50,897 (unaudited).

For the six months ended November 30, 2024, we reported operating expenses of $10,632 (unaudited) and other income of $90,541 (unaudited), resulting in a net profit of $83,659 (unaudited).

Liquidity and Capital Resources

As of November 30, 2025, our total assets were $-0- (unaudited). As of November 30, 2025, our current liabilities were $261,023 (unaudited), resulting in a working capital deficit of $261,023 (unaudited). We require capital with which to pursue our Exousia AI-based plan of business. There is no assurance that we will obtain any capital.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of assets; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of November 30, 2025, and May 31, 2025, we had no off-balance sheet arrangements.

Going Concern

The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Critical Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.