UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 333-267039

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Colorado	84-4901299
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

6201 Bonhomme Road, Suite 435N, Houston, TX	77036
(Address of Principal Executive Office)	(ZIP Code)

(214) 733-0868

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of October 21, 2024: 10,556,749,347 shares of common stock.

Explanatory Note

This Amendment No. 1 to the Quarterly Report on Form 10-Q of Cannabis Bioscience International Holdings, Inc. for the quarter ended August 31, 2024, originally filed on August 21, 2024 (the “Original Filing”), is filed (i) to add on the cover page the date on which the number of the Registrant’s outstanding shares of common stock was determined and (ii) to correct immaterial errors in certain numbers shown in Management’s Discussion and Analysis of Financial Condition and Results of Operations under the captions “Net Loss” and “Changes in Financial Condition and Results of Operations,” because these numbers do not reflect those presented in the financial statements, which are unchanged by this Amendment No. 1.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

This Amendment No. 1 should be read in conjunction with the Original Filing.

Except as described above, no other changes have been made to the Original Filing, and this Form 10-Q/A does not modify, amend or update in any way any of the financial statements contained in the Original Filing, which were reviewed by the Registrant’s registered public accounting firm. This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.

CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

for the Quarterly Period Ended August 31, 2024

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

PART II - OTHER INFORMATION

Item 6.	Exhibits	5

SIGNATURES		6

PART I – FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Net Loss

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 Operations

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 $833,355 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.

PART II – OTHER INFORMATION

Item 6. Exhibits.

Exhibit Number		Title

31		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Accounting Officer
32		Section 1350 Certification of Principal Executive Officer and Principal Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.

	CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

Date: October 31, 2024	By:	/s/ Dante Picazo
		Dante Picazo Principal Executive Officer and Principal Accounting Officer

Cannabis Bioscience International Holdings, Inc. 10-Q/A