What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-10-21 compared with 2024-04-22 · 92 added, 155 removed, 32 unchanged (89% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

THE FOLLOWING DISCUSSION SHOULD BE READ IN

CONJUNCTION WITH THE COMPANY’S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS, THE NOTES THERETO AND THE OTHER FINANCIAL INFORMATION

APPEARING IN THIS REPORT.

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

The financial data discussed below are derived

from the unaudited consolidated financial statements of the Company as of February 29, 2024, which were prepared and presented in accordance

from the unaudited consolidated financial statements of the Company as of August 31, 2024, which were prepared and presented in accordance

with United States generally accepted accounting principles for interim financial statements.

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the Company’s financial condition and operations as at that date and with its audited financial statements and notes thereto contained

in its Registration Statement on Form S-1 (File No.

333-267038), which was declared effective on December 5, 2023.

Further, the Company

urges caution regarding the forward-looking statements which are contained in this Report because they involve risks, uncertainties and

other factors affecting its operations, market growth, service, products and licenses that may cause the Company’s actual results

and achievements, whether expressed or implied, to differ materially from the expectations the Company describes in its forward-looking

General Statement of Business

The Company, headquartered in Houston, Texas,

conducts clinical trials for Sponsors and CROs and as a Sponsor through Alpha Research Institute and cannabis-related education in classrooms,

in its Annual Report on Form 10-K for the year ended May 31, 2024.

The results set forth in these consolidated financial statements are

not necessarily indicative of the Company’s future performance.

This item and other parts of this report contain forward-looking

statements that involve risks and uncertainties.

Actual results may differ significantly from the results discussed in forward-looking

Information about the Company

The Company, headquartered in Houston, Texas, conducts

clinical trials for Sponsors and CROs and as a Sponsor through Alpha Research Institute and cannabis-related education in classrooms,

seminars and online through Pharmacology University.

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

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and recurring negative cash flow from operating activities and has an accumulated deficit, and its ability to continue as a going concern

depends on the successful execution of its operating plan, which includes the resumption of services that were interrupted by the COVID-19

pandemic, increasing sales of existing services and introducing new services, as well as raising either debt or equity financing.

depends on the successful execution of its operating plan, which includes increasing sales of existing services and introducing new services,

as well as raising either debt or equity financing.

The Company needs substantial additional capital

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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

If adequate capital cannot be obtained on a timely basis and satisfactory terms, the Company’s operations could be materially

negatively impacted, or it could be forced to curtail or terminate its operations.

Impact of the Covid-19 Pandemic

The COVID-19 pandemic has adversely impacted the

Company and its financial results in different ways, depending on the particular business operation, as follows:

Pharmacology University Business .

The Company encountered quarantines, restrictions

on gatherings and other governmental regulations that precluded classroom education, as well as restrictions on travel that reduced consulting

The Company reduced the impact of the pandemic by developing online educational programs and transitioning its workforce

to a remote working environment without reducing its workforce.

Revenue from this operation was increased from $18,323 in the year ended

May 31, 2019 (unaudited), to $44,799 and $38,440 in the years ended May 31, 2020, and May 31, 2021, respectively;

revenue for the year

ended May 31, 2022, was $18,341 and for May 31, 2023, was $42,655.

Revenues of this business for the three months and nine months ended

February 29, 2024, were $810 and $22,979, respectively, compared with revenues for the three months and nine months ended February 28,

2023, of $8,256 and $39,921, respectively.

Clinical Trials .

restrictions on gatherings and other governmental regulations, amplified by potential patients’ fears of contracting COVID-19 at

the Company’s clinics, negatively affected clinical trials.

In addition, these clinics were subject to closure if cases of the virus

were detected.

Revenue from this operation changed from $165,666 in the year ended May 31, 2019 (unaudited), to $84,979 and $706,008 in

the years ended May 31, 2020, and May 31, 2021, respectively;

revenue for the year ended May 31, 2022, was $196,637;

revenue for the year

ended May 31, 2023, was $266,280.

Revenues of this business for the three months and nine months ended February 29, 2024, were $35,601

and $150,568, respectively, compared with revenues for the three months and nine months ended February 29, 2024, of $41,746 and $230,242,

respectively.

The Company believes that it may have been negatively

impacted by the association of the pandemic with the People’s Republic of China because “China” appeared in its former

corporate name.

Although the Company has no operations in or any relationship with China, the Company believes that potential investors

may have been deterred from considering the Company because of concerns related to that country.

For this reason, and because the Company’s

corporate name does not reflect its activities, it changed its name to Cannabis Bioscience International Holdings, Inc.

on December 6,

If adequate capital cannot be obtained timely and on satisfactory terms, the Company’s operations could be materially negatively

impacted, or it could be forced to terminate its operations.

The Company provides educational systems focused

on medical cannabis in the United States and Latin America, as well as worldwide, through online education and services in therapeutic

areas of clinical trials.

The Company’s operating units and their activities were:

Alpha Research Institute – Clinical trials and medical research.

Pharmacology University:

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

The company operated a sleep center that diagnosed

sleep-related disorders.

Its operations were terminated on April 30, 2023.

For further information concerning the Company

and its business, see “Business.”

Results of Operations

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

The following table sets forth information from

the statements of operations for the three months ended February 29, 2024, and February 28, 2023.

Three Months Ended

Cost of revenues

Total operating expenses

Operating loss

Non-operating income (expense):

Revenues were $36,411 and $51,002 for the three

months ended February 29, 2024, and February 28, 2023, respectively.

The decrease was primarily due to a $6,145 decrease in revenues from

clinical trials and decreases of $6,56 and $3,007 in revenues from sales of products and seminars fees, respectively.

Cost of Revenues

Cost of revenues for the three months ended February

29, 2024, and February 28, 2023, were $11,809 and $24,120, respectively.

The difference was primarily due to a $56,415 reduction in cost

of revenues for clinical trials.

Total Operating Expenses

The following table sets forth total operating

expenses for the three months ended February 29, 2024, and February 28, 2023:

Three Months Ended

February 29, 2024

February 28, 2023

General and administrative

Contract labor

Professional fees

Officer compensation

Total operating expenses

Total operating expenses were $184,573 and $312,000

for the three months ended February 29, 2024, and February 28, 2023, respectively.

The decrease is attributable to reductions of $127,259

and $23,209 in contract labor and general and administrative, respectively, offset by an increase of $29,451 in professional fees.

increase was caused by financial fees and expenses related to loans amounting to $62,345.

A significant portion of professional fees was

incurred in connection with issuance of 100,000,000 common stock in exchange of service.

Operating Loss

Operating loss decreased from $284,866 for the

three months ended February 28, 2023, to $159,971 for the three months ended February 29, 2024, due to the decrease in operating expenses

described above.

Other Income (Expense)

For the three months ended February 29, 2024,

and February 28, 2023, interest was $49,221 and $39,789, respectively.

Net loss for the three months ended February 29,

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

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

Comparison of the Quarter Ended August

31, 2024, and the Quarter Ended August 31, 2023

The following table sets forth information from

the statements of operations for the nine months ended February 29, 2024, and February 28, 2023.

Nine Months Ended

February 29, 2024

February 28, 2023

the consolidated statements of operations for the quarters ended August 31, 2024, and August 31, 2023.

Quarter Ended August

Cost of revenues

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Non-operating income (expense):

Revenues were $172,979 and $270,413 for the nine

months ended February 29, 2024, and February 28, 2023, respectively.

The decrease was primarily due to decreases in revenues of $79,924

and $19,315 from clinical trials and seminars, respectively, offset by an increase of $16,667 in consulting fees.

Cost of Revenues

Cost of revenues for the nine months ended February

29, 2024, and February 28, 2023, were $35,721 and $77,443, respectively.

The difference was primarily due to a $31,182 reduction in cost

of revenues for clinical trials.

Total Operating Expenses

The following table sets forth total operating

expenses for the nine months ended February 29, 2024, and February 28, 2023:

Nine Months Ended

February 29, 2024

February 28, 2023

Forgiveness of Debt

Revenues were $178,887 and $72,821 for the quarters

ended August 31, 2024, and August 31, 2023, respectively, primarily due to an increase of $115,428 in revenues from clinical trial contracts,

which were $178,386 in the earlier period and $62,958 in the later because new Sponsors were added.

Consulting fees were $0 for the quarter

ended August 31, 2024, versus $8,333 for the quarter ended August 31, 2023.

Online sales of educational materials decreased by $1,079,

from $1,580 in the quarter ended August 31, 2023, to $501 in the quarter ended August 31, 2024.

Operating Expenses

Operating expenses for the quarters ended August

31, 2024, and August 31, 2023, consisted of the following:

Quarter Ended August

General and administrative

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Officer compensation

Share-based compensation

Total operating expenses

The increase in operating expenses was primarily

due to the issuance of 125,000,000 shares of common stock to a related party in consideration of his services as an officer of the

Company and an increase of $13,213 in general and administrative, offset by decreases of $49,781 and $25,824 in contract labor and professional

fees respectively.

Operating Loss

Operating loss decreased from $708,473 for the

nine months ended February 28, 2023, to $456,506 for the nine months ended February 29, 2024, primarily due to a decrease of $354,885

in contract labor.

Other Income (Expense)

For the nine months ended February 29, 2024, and

February 28, 2023, interest was $58,904 and $89,767, respectively.

During the nine months ended February 29, 2024, the Company recorded

income of $41,666 from forgiveness of a loan.

As a result, other income (expense) for the nine months ended February 29, 2024, and February

28, 2023, showed losses of $58,904 and $48,101, respectively.

The net loss for the nine months ended February

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

Changes in Financial Condition and Results

of Operations

At February 29, 2024, the Company had $794 in

cash and cash equivalents and accounts receivable of $17,041, negative working capital of $736,767 and no commitments for capital expenditures.

At May 31, 2023, the Company had $8,913 in cash and cash equivalents and accounts receivable of $10,549, negative working capital of $366,085

and no commitments for capital expenditures.

The Company had cash and cash equivalents of $794 on the date of this Report.

During the nine months ended February 29, 2024,

and February 28, 2023, the Company had net cash used in operations of $304,943 and $711,516, respectively, and net cash provided by financing

activities of $296,824 and $704,189, respectively.

During the years ended May 31, 2023, and May 31, 2022, the Company had net cash used

in operations of $898,367 and $870,704, respectively, and net cash provided by financing activities of $875,298 and $861,364, respectively.

The Company had accumulated deficits of $5,198,146 at February 29, 2024, and $4,682,736 at May 31, 2023.

The Company’s ability to conduct its operations

and to meet its financial obligations has been materially and substantially impacted by its inability to raise capital by sales of its

common stock and by borrowing.

Impact of the COVID-19 Pandemic

As indicated elsewhere in this report, the Company was materially and

adversely impacted by the COVID-19 pandemic.

With the lifting of the restrictions imposed in response to the pandemic, the Company has

resumed normal operations.

For the reasons set forth above, operating loss

decreased from $176,784 in the quarter ended August 31, 2023, to $97,604 in the quarter ended August 31, 2024.

Pursuant to FASB’s

2018-07 (see Note 2 –Share-Based Payments), the Company records the issuance of shares in consideration of services,

as an expense.

although such issuance does not involve an expenditure of cash.

Accordingly, the issuance of 125,000,000 shares as compensation,

which is described above, was reflected as an expense of $100,000 in the consolidated statements of operations for the quarter ended

August 31, 2024.

If the Company had not incurred this non-cash expense, it would have recorded income from operations of $2,396 for the

quarter ended August 31, 2024.

Interest was $2,339 in the quarter ended August

31, 2024, and $5,005 in the quarter ended August 31, 2023.

In the quarters ended August 31, 2024, and August

31, 2023, respectively, the Company recorded other income of $23,638 and $0 from the forgiveness of a loan.

Net loss for the quarter ended August 31, 2024,

was $76,305, compared with a net loss of $181,789 for the quarter ended August 31, 2023, for the reasons set forth above in relation

to loss from operations ended August 31, 2024.

If the Company had not incurred the non-cash expense of $100,000 described above, it would

have recorded net income of $26,305 for the quarter ended August 31, 2024.

Changes in Financial Condition and Results of

At August 31, 2024, the Company had a balance

of $969 in cash and cash equivalents and accounts receivable of $17,176, negative working capital of $833,353 and no commitments for

capital expenditures.

At May 31, 2024, the Company had $755 in cash and cash equivalents and accounts receivable of $20,139, negative

working capital of $860,416 and no commitments for capital expenditures.

The Company had a negative balance of cash and cash equivalents

of $579 on the date of this Report.

During the quarter ended August 31, 2024, the

Company had net cash used in operations of $30,413, while during the quarter ended August 31, 2023, the Company had net cash used in

operations of $99,662.

On the other hand, during the quarter ended August 31, 2024, the Company had net cash provided in financing of

$30,627, while during the quarter ended August 31, 2023, the Company had net cash provided in financing of $95,499.

During the years ended May 31, 2024, and May

31, 2023, the Company had net cash used in operations of $479,382 and $898,367, respectively, and net cash provided by financing activities

of $471,224 and $875,298, respectively.

The Company had accumulated deficits of $5,410,385 at August 31, 2024, and $5,334,081 at May

Off-Balance-Sheet Arran g ements

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Recent Accounting Pronouncements

Refer to Note 2 of the accompanying financial

Refer to Note 2 of the accompanying financial statements.

Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting company as

defined by Rule 12b-2 of the Securities Exchange Act of 1934 and accordingly is not required to provide information under this item.

The Company is a smaller reporting company as defined

by Rule 12b-2 of the Securities Exchange Act of 1934 and accordingly is not required to provide information under this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis