What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-09-22 compared with 2024-09-16 · 62 added, 89 removed, 99 unchanged (60% of the section changed)

13 unchanged sentences

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 “Business.”

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

seminars and online through Pharmacology University and sales of CBD products.

For detailed information about the Company and its operations,

see “Business.”

The Company’s fiscal year begins on June

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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

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 adversely impacted the Company

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

Pharmacology University Business .

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 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, for May 31, 2023, was $42,655 and for the year

ended May 31, 2024, was $36,335.

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, for the year

ended May 31, 2023, was $266,280 and for the year ended May 31, 2024, was $213,865.

The Company believes that, although the COVID-19

pandemic adversely affected the Company’s operations and, especially with respect to its Pharmacology University business, and caused

the Company to change the way in which it operates today, it is no longer affected by the pandemic.

Change of Corporate Name

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

on December 6,

to fund its business and repay its debts.

No assurance can be given that any additional capital can be obtained or, if obtained, will

be adequate to meet its needs, and the Company may need to take measures to remain a going concern.

If adequate capital cannot be obtained

on a timely basis and satisfactory terms, the Company’s operations could be materially negatively impacted, or it could be forced

to terminate its operations.

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.

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

of clinical trials and CBD products.

The Company’s operating units and their activities were:

Alpha Research Institute – Clinical trials and medical research.

Pharmacology University:

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

The Company operated a Sleep Center, which diagnosed

sleep-related disorders.

Its operations were terminated on April 30, 2023.

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

CBD Business – Sales of CBD products.

For further information concerning the Company

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Non-operating income (expense):

Note discount expense

Amortization of discount

Note discount

Forgiveness of debt

$ (1,032,579 )

Change in fair value of derivative liabilities

Revenues were $303,022 and $248,841 for the years

ended May 31, 2024, and May 31, 2023, respectively, primarily due to a decrease of $52,415 in revenues from clinical trial contracts,

ended May 31, 2025, and May 31, 2024, respectively, primarily due to an increase of $87,866 in revenues from clinical trial contracts,

which were $213,865 in the earlier period and $301,731 in the later.

Revenues from cannabis-related educational classes and seminars were

$6,335 for the year ended May 31, 2024, as compared with $42,655 for the year ended May 31, 2023, because the Company conducted fewer

classes and seminars in the year ended May 31, 2024.

Consulting fees were $28,641 for the year ended May 31, 2024, versus $8,333

for the year ended May 31, 2023.

$1,291 for the year ended May 31, 2025, as compared with $6,335 for the year ended May 31, 2024, because the Company conducted fewer classes

and seminars in the year ended May 31, 2024.

Consulting fees were $0 for the year ended May 31, 2025, versus $28,641 for the year ended

May 31, 2024.

Operating Expenses

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Total operating expenses

The decrease in contract labor was due to a substantial

reduction in staff to write, translate, and produce audiobooks, e-books, and online videos.

Professional fees decreased by $7,735 because

the Company’s legal and accounting costs decreased after the Company’s registration statement became effective on December

Officer compensation decreased because an officer left the Company and was not replaced.

Rent increased by $14,788 because rent for the Company’s premises increased when the lease was renewed.

Officer compensation decreased because an officer

Rent was reduced by $21,429 because a lease terminated and the Company entered into a new lease for a smaller area and rent.

Operating Loss

For the reasons set forth above, operating loss

decreased from $983,371 in the year ended May 31, 2023, to $486,140 in the year ended May 31, 2024.

For the reasons set forth above, operating loss decreased

from $486,140 in the year ended May 31, 2024, to $421,365 in the year ended May 31, 2025.

Interest was $136,262 in the year ended May 31,

2025, and $154,206 in the year ended May 31, 2024.

In the year ended May 31, 2023, the Company recorded

other income of $41,675 from the forgiveness of PPP loans.

On May 13, 2024, the Company agreed to settle

$38,638 owing under a financing agreement in consideration of a payment of $15,000, which the Company made on June 12, 2024.

470-50-40, the $23,638 difference between the fair value of the extinguished debt and the fair value of the payment has been treated

Net loss for the year ended May 31, 2024, was $651,345,

$631,345, compared with a net loss of $1,032,579 for the year ended May 31, 2023, for the reasons set forth above in relation to loss

from operations and the effect of other income received in these years.

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

Liquidity and Capital Resources

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During the years ended May 31, 2025, and May 31, 2024,

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 net cash used in operations of $329,627 and $479,382, respectively, and net cash provided by financing activities of $341,824

and $471,224, respectively.

The Company had accumulated deficits of $5,882,901 at May 31, 2025, and $5,334,081 at May 31, 2024.

Delays in payments by Sponsors and CROs that have

affected, and if they were to recur, could affect, the Company’s cash flows.

Since June 1, 2023, the Company has raised capital

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

In the years ended May 31, 2024, and May 31, 2023, the Company received

loans of $428,201 (of which $398,041 was a related-party loan) and $73,332, respectively.

The Company has offered 6,250,000,000 shares of

Common Stock to the public at an offering price of $0.0008 per share (the “Offering”).

If the Offering had been fully sold,

the Company would have raised new capital of $5,000,000.

However, as of the date of this Report, no shares have been sold and the Company

believes that it will not be able to sell any of these shares until the market price for its Common Stock exceeds the public offering

price of the Offering for a substantial period.

As a result, the Company believes that it will be able to raise equity capital only through

the sale of shares of Common Stock in private transactions at discounts from the market price for Common Stock, which may be substantial.

The Company believes that, for the time being, it will not be able to attain the goals described under “Business Plan” in

the prospectus for the public offering and that it will need to obtain funding for the $2,425,000 required to attain these goals and its

estimated that other capital needs of $2,000.000 (including operating costs of $600,000, legal/accounting costs of $400,000, overhead

of $800,000 and a reserve for contingencies of $200,000 for the next two years) through revenue from operations, profits, private sales

of its equity securities, loans or a public offering at a lower offering price that for the Offering.

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

In the year ended May 31, 2024, the Company has

offered 6,250,000,000 shares of Common Stock to the public at an offering price of $0.0008 per share.

If this offering had been fully

sold, the Company would have raised new capital of $5,000,000.

However, no shares were sold.

The Company does not intend to conduct a

public offering of Common Stock until the market price for its Common Stock increases substantially.

Thus, the Company believes that it

will be able to raise equity capital only through the sale of shares of Common Stock in private transactions at discounts from the market

price for Common Stock, which may be substantial.

The Company believes that it will need to obtain

funding of $2,000,000 for its capital requirements to fully fund its business for the next two years and provide a reserve for contingencies

of $500,000 through revenue from operations, profits, private sales of its equity securities or loans.

There is no assurance that such funding will be

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may experience significant dilution.

If the Company is successful in raising funds for its business plan and in carrying it out, it expects

If the Company is successful in raising funds for its businessand in carrying it out, it expects

to become profitable in the year ending May 31, 2026, and beyond.

The Company believes, but cannot assure, that

sales of VitaCookies and fees for classes and seminars relating to Law HB 46 may result in substantial revenue and profits.

Financial Outlook

The Company has not generated significant revenues

and has never been profitable.

However, it believes that its growing portfolio of CBD products and intellectual property indicate that

the Company is on the right track.

The Company believes that the imminent introduction of VitaCookies will generate additional revenue

and enable it to become profitable in the current fiscal year, provided that it is able to keep its expenses near current levels.

Company pays some of its officers and directors in shares of Common Stock and expects to continue doing so for the foreseeable future.

While paying these officers and directors in shares conserves cash, which is important in light of the Company’s limited capital,

GAAP requires that the value of these shares be presented as an operating expense, thereby reducing operating income.

The Company hopes

that in the future, it will increase revenue and profits by the introduction of state-of-the-art nanotechnology products, including nanoemulsion-based

delivery systems, which improve solubility, stability, targeted delivery and the overall bioavailability of therapeutic compounds.

Off-Balance Sheet Arrangements

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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-K

Item 7. Management’s Discussion and Analysis