Cannabis Bioscience International Holdings, Inc. 10-Q

Item 2. 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 August 31, 2025, which were prepared and presented in accordance with United States generally accepted accounting principles for interim financial statements. These financial data are only a summary and should be read in conjunction with the unaudited financial statements and related notes contained herein, which more fully present the Company’s financial condition and operations as at that date and with its audited financial statements and notes thereto contained in its Annual Report on Form 10-K for the year ended May 31, 2025. 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 statements. 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, 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 “Description of Business” in the Company’s Annual Report on Form 10-K for the year ended May 31, 2025. 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, 2025, and the report thereon of the Company’s independent auditing firm, there is substantial doubt as to the ability of the Company to continue as a going concern. The Company has incurred recurring losses 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 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 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. 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 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. · CBD Business – Sales of CBD products. For detailed information about the Company and its operations, see “Description of Business” in the Company’s Annual Report on Form 10-K for the year ended May 31, 2025. For further information concerning the Company and its business, see “Business.” 18 Results of Operations Comparison of the Quarter Ended August 31, 2025, and the Quarter Ended August 31, 2024 The following table sets forth information from the consolidated statements of operations for the quarters ended August 31, 2025, and August 31, 2024. Quarter Ended August 31, 2025 2024 Revenues $ 24,200 $ 178,887 Cost of revenues 8,143 8,362 Gross profit 16,057 170,525 Total operating expenses 90,841 268,169 Operating loss (74,784 ) (97,904 ) Amortization of discount (19,816 ) – Forgiveness of debt – 23,638 Change in fair value of derivative liabilities 29,322 – Interest (17,368 ) (2,339 ) Net loss $ (82,645 ) $ (76,305 ) Revenues Revenues were $24,200 and $178,887 for the quarters ended August 31, 2025, and August 31, 2024, respectively, primarily due to a decrease of $149,047 in revenues from clinical trial contracts, which were $24,139 in the latter period and $178,386 in the former. This reduction was due to fewer clinical trial contracts taken in the first quarter. Online sales of educational materials decreased by $440, from $501 in the quarter ended August 31, 2024, to $61 in the quarter ended August 31, 2025, due to lower demand for the Company’s online products. Operating Expenses Operating expenses for the quarters ended August 31, 2025, and August 31, 2024, consisted of the following: Quarter Ended August 31, 2025 2024 General and administrative $ 23,308 $ 61,296 Contract labor 42,520 45,873 Professional fees 7,741 36,570 Officer compensation 6,000 6,000 Share-based compensation – 100,000 Rent 11,059 18,248 Travel 213 142 Total operating expenses $ 90,841 $ 268,129 The decrease in operating expenses was primarily due to a decrease of $100,000 in share-based compensation, a decrease of $31,269 in general and administrative, a decrease of $28,829 in professional fees, and a decrease of $7,190 in rent. 19 Operating Loss For the reasons set forth above, operating loss decreased from $97,604 in the quarter ended August 31, 2024, to $74,784 in the quarter ended August 31, 2025. Pursuant to FASB ASU No. 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 is 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 Interest was $17,368 in the quarter ended August 31, 2025, and $2,339 in the quarter ended August 31, 2024. Other Income In the quarter ended August 31, 2025, the Company recorded a change in value of derivative liabilities as other income of $29,322. In the quarter ended August 31, 2024, it received other income of $23,638 from the forgiveness of a loan. Net Loss Net loss for the quarter ended August 31, 2025, was $82,645, compared with a net loss of $76,305 for the quarter ended August 31, 2024, for the reasons set forth above in relation to loss from operations ended August 31, 2025. Changes in Financial Condition and Results of Operations At August 31, 2025, the Company had $223 in cash and cash equivalents and accounts receivable of $8,966, negative working capital of $996,728 and no commitments for capital expenditures. At May 31, 2025, the Company had $12,952 in cash and cash equivalents, accounts receivable of $6,380, negative working capital of $916,878 and no commitments for capital expenditures. The Company have cash and cash equivalents of $128 on the date of this Report. During the quarter ended August 31, 2025, the Company had net cash used in operations of $103,712, while during the quarter ended August 31, 2024, the Company had net cash used in operations of $30,413. During the quarter ended August 31, 2025, the Company had net cash provided by financing activities of $90,983, while during the quarter ended August 31, 2024, the Company had net cash provided by financing activities of $30,627. The Company had accumulated deficits of $5,965,546 at August 31, 2025, and $5,882,901 at May 31, 2025. Off-Balance-Sheet Arran g ements The Company has no off-balance-sheet arrangements. Recent Accounting Pronouncements Refer to Note 2 of the accompanying financial statements. 20 Item 3. 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.