Cannabis Bioscience International Holdings, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Management, with the participation of the principal executive officer and principal accounting officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as this term is defined in Rule 13a-15(e) promulgated under the Exchange Act, as of May 31, 2025. Based on this evaluation, the principal executive officer and principal accounting officer concluded that these disclosure controls and procedures were not effective as of that date, at a reasonable level of assurance, in ensuring that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (a) accumulated and communicated to the Company’s management, including its the principal executive officer and principal accounting officer, in a timely manner to allow timely decisions regarding required disclosure, and (b) recorded, processed, summarized and reported within the periods specified in the SEC’s rules and forms. Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as this term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on its financial statements. Under the supervision and with the participation of management, including the principal executive officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2017 framework) (“COSO”). Based on this evaluation, management concluded that internal control over financial reporting was not effective as of May 31, 2025. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. As defined in Rule 12b-2 promulgated under the Exchange Act, a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company’s evaluation of its internal control over financial reporting identified the following material weaknesses in internal control over financial reporting as of May 31, 2025: · The Company has difficulty in accounting for complex transactions. · Documented processes do not exist for several key processes. · The Company lacks oversight by the Board because it has no directors who are independent of management and no audit committee. Because of the material weaknesses noted above, the Company has concluded, based on COSO, that it did not maintain effective internal control over financial reporting as of May 31, 2025. 22 Chan g es in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting during the quarter ended May 31, 2024, that have materially affected, or are reasonably likely materially to affect, its internal control over financial reporting. Attestation Report of the Independent Registered Public Accounting Firm This report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting because it is not required for the Company pursuant to the rules of the SEC. Item 9B. Other Information. Clawback Policy On August 11, 2024, the Company adopted its clawback policy. Insider Trading Policy On August 11, 2024, the Company adopted its insider trading policy. Insider Trading Arrangements and Related Disclosure During the three months ended May 31, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 23 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table presents information with respect to our officers and directors: Name Age Position Dante Picazo 69 Chief Executive Officer and Director John Jones 60 Treasurer and Director Jose Torres Torres 64 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 for a term of one year and serves until his successor is duly elected and qualified or until he dies, resigns or is removed. Our directors receive no compensation for their services as such. Mr. Picazo receives no compensation for his services as an officer. Mr. Jones receives compensation for his services as treasurer pursuant to the Jones Agreement. See “Certain Relationships and Related Transactions, and Director Independence – Certain Relationships and Related Transactions – Jones Agreement.” Mr. Torres Torres will receive compensation for his services as treasurer. See “Certain Relationships and Related Transactions, and Director Independence – Certain Relationships and Related Transactions – Issuance of Shares to Officer.” 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 operating and growing from concept to profitability, originating marketing and branding efforts, leading to initial public offerings for three companies. He graduated from Cornell University School of Hotel Administration, AMP in Ithaca, N.Y., and is fluent in three languages. Mr. Picazo’s control of the Company through his ownership of its capital stock, together with his knowledge of the Pharmacology University Business and his extensive experience in international business and finance, led to the conclusion that he should serve as a member of the Board. John Jones On August 11, 2024, Mr. Jones was appointed by the Board to fill the vacancy in the Board created by the death of Henry Levinski on December 29, 2023, and as the Company’s treasurer. He has 35 years of experience as a senior executive in the food services industry. Mr. Jones’ ownership of a significant portion of the Company’s capital stock, together with his extensive experience in business, and his willingness to assist the Company in raising equity capital, led to the conclusion that he should serve as a member of the Board. Jose Torres Dr. Torres has served as a director and national medical director of 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. 24 He received his medical degree from the Autonomous University of Guerrero in Chilpancingo, Guerrero, Mexico, and completed a residency in internal medicine residency at Caguas Regional Hospital in Puerto Rico. He is certified 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 medical uses of cannabis and 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. Torres’ experience with the medicinal use of cannabis and with sleep disorders led to the conclusion that he should serve as a member of the board. Code of Conduct The Board has adopted a Code of Conduct, which is applicable to all of the Company’s employees, officers (including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), directors, agents and other parties acting on its behalf. A copy of this Code has been filed as an exhibit to this Report and is posted on the Company’s website at www.cbih.net. The Code may also be viewed by accessing the Company’s public filings at the SEC’s website at www.sec.gov. A copy of the Code will be provided without charge upon request by mail at the Company’s address shown on the cover page of this Report, to the attention of the chief executive officer. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions by posting such information on its website at www.cbih.net or by filing a Current Report on Form 8-K in relation to such amendment or waiver. Clawback Policy The Board has adopted a Clawback Policy that requires that, in the event of an Accounting Restatement, the Company will reasonably promptly recover Erroneously Awarded Compensation after an Accounting Restatement from executive officers. An “Accounting Restatement” is an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. “Erroneously Awarded Compensation” means the amount of incentive-based compensation received by him as an executive officer that exceeds the amount of incentive-based compensation that he otherwise would have received had it been determined based on the restated amounts, computed without regard to any taxes paid. The Company has delivered no compensation that is subject to recovery under this policy. Insider Trading Policy The Board has adopted an Insider Trading Policy to promote compliance by officers, directors, employees and certain other persons who are aware of material nonpublic information about the Company with laws that prohibit them from trading in its securities or providing material nonpublic information to persons who may trade on the basis of that information. A copy of the Insider Trading Policy has been filed as an exhibit to this Report. 25 Item 11. Executive Compensation. Compensation of Officers The following table sets forth information concerning all compensation awarded to, earned by, or paid to our executive officers for the fiscal years ended May 31, 2025, and May 31, 2024. 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 2025 24,000 – – – – – – 24,000 PEO and PFO 2024 24,500 – – – – – – 24,500 John Jones 2025 75,000 1 – – – – – – 75,000 Treasurer 2024 – – – – – – – – 1 Market value of 125,000,000 shares of Common Stock issued to Mr. Jones as compensation for his services. Compensation Discussion and Analysis The Company has determined the amount paid as salary to Mr. Picazo based solely on the Company’s ability to pay. The Company believes that his salary is substantially lower than he could earn in an equivalent position at another company and that he has elected to receive his salary and remain with the Company because of his equity position in the Company, his belief in the prospects of the Company and intangible reasons of which the Company may not be aware. The Company believes that it needs to be able to provide competitive compensation to Mr. Picazo, as well as to persons that it hires in the future, but will not be able to do so until it can generate materially increased revenue. Until then, the Company is subject to the risk that Mr. Picazo or persons that it may hire in the future will seek employment elsewhere. The Company has adopted its 2022 Equity Incentive Plan (see “Incentive Plan”) and may explore the adoption of plans that will enable it to reward and retain the loyalty of Mr. Picazo and other employees through awards of share-based compensation, such as stock options, restricted stock and restricted stock units. Incentive Plan General Information On July 20, 2022, the Board adopted, and the shareholders approved, the 2022 Equity Incentive Plan (the “Incentive Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, and performance awards to directors, officers, employees and consultants (“Grantees”). The Incentive 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 operations 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 Report, 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 to promote retention of employees. 26 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 shareholders. No awards have been made as of the date of this Report. Provisions of the Incentive Plan The following is a description of the material terms of the Incentive Plan, which is not a complete description and is qualified in its entirety by reference to the Incentive Plan, which is filed as an exhibit to this Report. 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 the date of this Report, 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. 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. 27 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. 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. 28 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 Pursuant to the provisions of the Jones Agreement (see Item 13 – Certain Relationships and Related Transactions, and Director Independence – The Jones Agreement), John Jones was issued 100,000,000 shares of Common Stock in consideration of his services as a director during the year ended May 31, 2025, and is entitled to receive like numbers of shares on May 31, 2026, May 31, 2027, and May 31, 2028, provided that he is serving as a director on those dates, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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 the Company to beneficially own more than 5% of Common Stock (excluding the Selling Stockholders) and (iv) the Selling Stockholders. The amounts and percentages of shares of Common Stock 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. Name and Address of Beneficial Owner 1 Title of Class or Series Number of Shares Beneficially Owned Percent of Outstanding Shares 2 Dante Picazo Common Stock 4,002,611,700 2 34.1 Series A Preferred 2,000,000 80.0 Series B Preferred 1,000 50.0 John Jones Common Stock 2,123,888,888 18.1 Series B Preferred 1,000 50.0 Jose A. Torres Torres Common Stock 40,000,000 – All directors and executive officers as a group (3 persons): Common Stock 5,146,500,888 49.3 Series A Preferred 2,000,000 80.0 Series B Preferred 2,000 100.0 Ibeth Coralles Common Stock 625,000,000 5.3 1 The address for each person is c/o Cannabis Bioscience International Holdings, Inc., 6201 Bonhomme Road, Suite 435N, Houston, TX 91789. 2 Based on 11,476,749,347 shares of Common Stock outstanding on the date of this Report, plus the 2,500,000 shares of Common Stock into which the outstanding shares of Series A Preferred Stock are convertible, totaling 11,749,249,347 shares of Stock. Mr. Picazo has the right to acquire 2,000,000 shares of the Common Stock into which the outstanding shares of Series A Preferred Stock are convertible. 29 Item 13. Certain Relationships and Related Transactions, and Director Independence. Affiliate Loan . On May 1, 2025, the Company made a promissory note in the principal amount of $340,855 in favor of John Jones and Barbara Kamienski (the “Jones Note”). The Jones Note bears interest at the rate of 2.5% per annum and is repayable in monthly installments of $8,521, beginning on May 31, 2025, until paid in full. Events of default include failure to pay principal or interest when due, breach of covenant, breach of representation and warranty, assignment for the benefit of creditors or appointment of a receiver, bankruptcy and cessation of operations. The Jones Note replaces several promissory notes previously made by the Company in favor of Mr. Jones and Ms. Kamienski. A copy of the Jones Note is annexed to this Report as Exhibit 10.17 and the description of its provisions is qualified in its entirety by reference thereto. The Jones Agreement . Pursuant to the Jones Agreement, (i) Mr. Jones made a payment of $37,500, due on September 15, 2024, under a Securities Purchase Agreement, dated as of March 14, 2024, by and between the Company and 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Diagonal SPA”), (ii) Jones and Kamienski agreed to reduce (A) the rate of interest on the Jones Note to 2.5% monthly, effective as of the date of its making, and (B) establish a monthly payment of $5,000 until the Jones Note is paid in full, (iii) the Company, agreed to appoint Jones as a and treasurer of the Company, (iv) in consideration of Jones’ services as treasurer, the Company agreed to issue to Jones 125,000,000 shares of its Common Stock on each of May 31, 2025, May 31, 2026, May 31, 2027, and May 31, 2028, provided that he is serving as treasurer on those dates, (v) in consideration of Jones’ services as a director, the Company agreed to issue to Jones 100,000,000 shares of its Common Stock on each of May 31, 2025, May 31, 2026, May 31, 2027, and May 31, 2028, provided that he is serving as a director on those dates, and (v) Jones agreed that, in consideration of 1,000 shares of Series B Preferred Stock, during a period ending on the first anniversary of the Jones Agreement, he will make efforts to raise $250,000 in equity for the Company on terms satisfactory to it. A copy of the Jones Agreement is annexed to this Report as Exhibit 10.13 and the description of its provisions is qualified in its entirety by reference thereto. Issuance of Shares to Officer . On August 11, 2024, the Board adopted resolutions authorizing the issuance of 125,000,000 shares of Common Stock to Jose Torres Torres in compensation for his services as secretary of the Company for the year ended May 31, 2024, and like amounts on May 31, 2025, May 31, 2026, and May 31, 2027, in compensation for such services during the years then ended, if he is serving as secretary on those dates. 30 Advances The Company has, from time to time, received advances from Dante Picazo, its chief executive officer, and Henry Levinski, its former vice president. All of these advances are non-interest-bearing and have no set maturity date. The Company expects to repay these advances when funds become available. During the years ended May 31, 2025, and May 31, 2024, the Company received and repaid advances as follows: Dante Picazo Henry Levinski Balance at May 31, 2023 $ 12,485 92,643 Year ended May 31, 2024: Amounts advanced 1,184 4,420 Amounts repaid – – Balance at May 31, 2024 $ 13,559 $ 92,643 Year ended May 31, 2025 Amounts advanced 33,518 4,420 Amounts repaid – – Balance at May 31, 2025 $ 47,188 $ 101,483 In the years ended May 31, 2025, and May 31, 2024, Mr. Picazo advanced $33,518 and $1,184 to the Company and has been repaid $0. Mr. Levinski’s estate has been repaid $0. At September 10, 2025, the balances that the Company owed to Mr. Picazo and Mr. Levinski’s estate were $43,114 and $101,483, respectively. Apartment Lease On September 3, 2023, Messrs. Picazo Levinski entered into a lease for 1,400 square feet in Houston, Texas, at 1625 Main St, Houston, Texas, the term of which commenced on September 15, 2023, and expired on September 14, 2024, at a rent of $3,164 per month and made a portion of these premises available to the Company for use as office space, for which the Company paid them $2,817 per month. These officers entered into a new lease for these premises, which commenced on September 15, 2023, and expired on September 14, 2024, at a rent of $3,164 per month and they made a portion of these premises available to the Company for use as office space, for which the Company paid them $2,817 per month. On September 3, 2024, Mr. Picazo entered into a new lease for these premises. The term of the lease began on September 15, 2024, and expired on August 14, 2025. The lease has not been renewed and under its terms, it has been renewed on a month-to-month basis. Messrs. Picazo and Levinski made a portion of these premises available to the Company for use as office space under the earlier lease, and Mr. Picazo has continued to do so under the later lease, for which the Company has paid them and him $2,817 per month. The Company believes that these rentals represent the fair market value of the space rented and that the amount that Messrs. Picazo and Levinski have charged the Company for its use of a portion of the area occupied by them is proportional to the total area rented by them. Director Independence OTC Markets Group Inc. 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. 31 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 considering executive compensation and will do so if, in the future, directors are compensated for their services as such. Item 14. Principal Accountant Fees and Services. Audit Fees The Company was billed $25,000 and $17,500 by Victor Mokuolu, CPA PLLC (“VMCPA”), the Company’s independent registered public accounting firm and its principal accountant, for the years ended May 31, 2025, and May 31, 2024, respectively, for its professional services rendered for the audit of the Company’s annual financial statements, the review of the financial statements included in its quarterly reports on Form 10-Q or and other services normally provided in connection with its statutory and regulatory filings or engagements for those years. Audit-Related Fees The Company was billed $12,000 and $15,000 by VMCPA for audit-related fees for the years ended May 31, 2025, and May 31, 2024, respectively. Audit-related fees include fees for assurance and related services rendered by the principal accountant and which were reasonably related to the performance of the audit or review of the Company’s financial statements. Tax Fees The Company was billed $0 for fees by VMCPA for professional services for tax compliance, tax advice and tax planning for the years ended May 31, 2025, and May 31, 2024. Other Fees There were no fees for professional services rendered by VMCPA during the last two fiscal years that were not included in the above paragraphs. Preapproval Policy None of the above services was approved by an audit committee because the Board has no such committee. The Board has pre-approved all audit and permissible non-audit services provided by its principal accountant. 32 PART IV Item 15. Exhibits, Financial Statement Schedules. Financial Statements and Schedules . The following financial statements and schedules for the Company as of May 31, 2024, are filed as part of this report. (a) Consolidated Financial Statements of the Company . See Item 8, Financial Statements and Supplementary Data – Index to Consolidated Financial Statements. Financial statement schedules have been omitted because they are not applicable or because the required information is shown in the financial statements or the notes thereto. (b) 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 Amendment to the Articles of Incorporation, filed with the Secretary of State of the State of Colorado on August 12, 2024. ** 3.4 By-Laws. ** 10.1 2022 Incentive Award Plan.+ ** 10.2 Lease, dated April 16, 2024, by and between 6201 Bonhomme, L.P. as landlord and the Registrant, as tenant (the Bonhomme Lease”). ** 10.3 Apartment Lease, dated September 6, 2023, by and between SPUSG HSTN North Tower, as Lessor, and Dante Picazo 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 Clinical Trial Agreement, dated as of August 19, 2022, by and between Alpha Research Institute, LLC and Pharmaceutical Research Associates, Inc. ** 10.10 Master Research Services Agreement, dated as of June 9, 2021, by and between the Registrant and SeraTrials, LLC and amendments thereto. ** 10.11 Future Receipts Sale and Purchase Agreement, dated April 20, 2023, by and between Cloudfund LLC and the Registrant. ** 10.12 Future Receivables Sale and Purchase Agreement, dated March 30, 2023, by and between Amerifund Group LLC and the Registrant. ** 10.13 Agreement, dated July 26, 2024, by and among the Registrant, John Jones, Barbara Kamienski and Dante Picazo. + 10.14 Master Research Agreement, dated May 1, 2024, by and between Vita Biotech Research LLC and Alpha Research Institute LLC. ** 10.15 Securities Purchase Agreement, dated March 14, 2024, by and between the Registrant and 1800 Diagonal Lending LLC. ** 10.16 Promissory Note, dated March 14, 2024, made by the Registrant in favor of 1800 Diagonal Lending LLC. ** 10.17 Promissory Note, dated May 1, 2025, made by the Registrant in favor of John Jones and Barbara Kamienski. * 10.18 Apartment Lease, dated September 3, 2024, by and between SPUSG HSTN North Tower, as Lessor, and Dante Picazo as tenant . ** 10.19 Amendment of Bonhomme Lease (Exhibit 10.2)* 14 Code of Conduct. ** 19 Insider Trading Policy. ** 21 Subsidiaries of the Registrant. ** 31 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer. * 32 Section 1350 Certification of Principal Executive Officer and Principal Financial Officer. * 97 Clawback Policy. * * 33 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SC H Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ________________ * Filed herewith ** Filed previously + 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 this Report. Item 16. Form 10-K Summary. None 34 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. September 22, 2025 CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC. /s/ Dante Picazo Dante Picazo Chief Executive Officer Signature Title Date /s/ Dante Picazo Director, Chief Executive Officer, September 22, 2025 Dante Picazo Principal Executive Officer and Principal Financial Officer /s/ John Jones Director September 22, 2025 John Jones /s/ Jose A. Torres Torres Director September 22, 2025 Jose A. Torres Torres 35