Cannabis Bioscience (OTC: CBIH) posts deeper loss and flags going-concern risk
Cannabis Bioscience International Holdings, Inc. reported another weak quarter, with revenues for the three months ended November 30, 2025 falling to
Operating expenses rose to
The balance sheet remains strained: cash was only
Positive
- None.
Negative
- None.
Insights
Severe liquidity pressure, rising losses, and going-concern doubt heighten financial risk.
Cannabis Bioscience International Holdings shows a fragile financial position. Cash was only
Management explicitly states that recurring losses, negative operating cash flow, and a large working capital deficit of
The termination of the Pharmacology University business on
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| 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:
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| (Address of Principal Executive Office) | (ZIP Code) |
(
(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 ☒
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). ☒
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 ☐ | |
| 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
Indicate the number of shares outstanding of each
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CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.
QUARTERLY REPORT ON FORM 10-Q
for the Quarterly Period Ended November 30, 2025
TABLE OF CONTENTS
| Page | |||
| PART I - FINANCIAL INFORMATION | |||
| Item 1. | Financial Statements | 3 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 | |
| Item 4. | Controls and Procedures | 22 | |
| PART II - OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 23 | |
| Item 1A. | Risk Factors | 23 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 23 | |
| Item 3. | Defaults upon Senior Securities | 23 | |
| Item 4. | Mine Safety Disclosures | 23 | |
| Item 5. | Other Information | 23 | |
| Item 6. | Exhibits | 24 | |
| SIGNATURES | 25 | ||
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
| November 30, 2025 | May 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Related-party receivables | ||||||||
| Other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| Right-of-use asset | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Credit cards | ||||||||
| Accrued interest | ||||||||
| Related-party payables | ||||||||
| Short-term loans (net of amortization of loan fees) | ||||||||
| SBA loans | ||||||||
| Derivative liabilities | ||||||||
| Lease liabilities | ||||||||
| Convertible note | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| SBA loans | ||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ DEFICIENCY | ||||||||
| Authorized: | ||||||||
| Common Stock, without par value: | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIENCY | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| 3 |
CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended November 30, | Six Months Ended November 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Cost and expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Contract labor | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Officer compensation | ||||||||||||||||
| Rent and lease | ||||||||||||||||
| Travel | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Amortization of discount | ( | ) | ||||||||||||||
| Note discount expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Forgiveness of debt | ||||||||||||||||
| Change in fair value of derivative liabilities | ||||||||||||||||
| Interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Average common stock outstanding | ||||||||||||||||
| Average earnings (loss) per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
See accompanying notes to consolidated financial statements.
| 4 |
CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended November 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net cash used in operations: | ||||||||
| Issuance of common stock for services | ||||||||
| Amortization of right-of-use asset and liability | ||||||||
| Change in value of derivative liabilities | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Related party payable | ||||||||
| Lease liability (net) | ( | ) | ( | ) | ||||
| NET CASH USED IN OPERATIONS | ( | ) | ( | ) | ||||
| CASH FLOW FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from (repayments of) short-term loans | ( | ) | ||||||
| Proceeds from (payment of) notes payable | ( | ) | ||||||
| Repayment of SBA loans | ||||||||
| Proceeds from shareholder loans | ||||||||
| Proceeds from related-party loan | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET INCREASE (DECREASE) IN CASH | ( | ) | ||||||
| CASH AT BEGINNING OF PERIOD | ||||||||
| CASH AT END OF PERIOD | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| 5 |
CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025
(Unaudited)
| Series A Convertible Preferred Stock | Series B Preferred Stock | Common
Stock | Additional Paid-In | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance - May 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Net loss for the quarter | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance – August 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Net loss for the quarter | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance - November 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2024
(Unaudited)
| Series A Convertible Preferred Stock | Series B Preferred Stock | Common
Stock | Additional Paid-In | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance - May 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Issuance of common stock for services | – | – | – | – | – | ||||||||||||||||||||||||
| Issuance of shares of Series B Preferred | – | – | |||||||||||||||||||||||||||
| Net income for the quarter | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance - August 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Net income for the quarter | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance – November 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
See accompanying notes to consolidated financial statements.
| 6 |
CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2025
(Unaudited)
Note 1 – Organization and Operations
Cannabis Bioscience International Holdings, Inc., a Colorado corporation (the “Company”), was formed on February 28, 2003, as a limited liability company under the name Fidelity Aircraft Partners LLC. On December 16, 2009, it converted to a corporation under the name Fidelity Aviation Corporation, and on August 24, 2009, it changed its name to China Infrastructure Construction Corp. On February 28, 2018, the Company changed its name to Hippocrates Direct Healthcare, Inc.; on July 4, 2018, it resumed the name China Infrastructure Construction Corp. On December 6, 2022, it changed its name to its present name. The Company provides educational systems focused on medical cannabis in the United States; provides services to third parties in therapeutic areas of clinical; and is developing cannabidiol-based products.
Note 2 – Summary of Significant Accounting Policies
Accounting Principles
The accompanying unaudited consolidated financial statements have been prepared by management using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at November 30, 2025, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended November 30, 2025, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto for the year ended May 31, 2025, filed with the SEC on September 22, 2025, as part of the Company’s Annual Report on Form 10-K.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions. The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. Certain of these estimates could be affected by external conditions, including those unique to the Company’s businesses and general economic conditions. These external conditions could affect the Company’s estimates, which could cause actual results to differ materially from its estimates. Actual results could differ from those estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Significant estimates relied upon in preparing these statements include revenue recognition, accounts receivable reserves, accrued expenses, share-based compensation and the recoverability of the Company’s net deferred tax assets and any related valuation allowance.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
| 7 |
Cash and Cash Equivalents
Cash equivalents are short-term, highly liquid investments
that are readily convertible to cash with original maturities of three months or less at the date acquired. The Company had
Accounts Receivable
Included in accounts receivable on the balance sheets
are amounts primarily related to customers. The Company estimates losses on receivables based on known troubled accounts and historical
experience of losses incurred. Receivables are considered impaired and written off when it is probable that all contractual payments due
will not be collected in accordance with the terms of the related agreement. Based upon experience and the judgment of management, there
was
Revenue Recognition
The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended. This standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that it expects to receive for them.
Under ASU No. 2014-09, the Company recognizes revenue when a customer obtains control of promised goods or services, or when they are shipped to a customer, in an amount that reflects the consideration that it expects to receive in exchange for them. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (a) it identifies a contract with a customer; (b) it identifies the performance obligations in the contract; (c) it determines the transaction price; (d) it allocates the transaction price to the performance obligations in the contract; and (e) it recognizes revenues when (or as) it satisfies its performance obligation.
The Company generates revenue from multiple streams, namely, clinical trials, consulting fees, seminars and merchandise sales. Revenues from product sales are recognized when a customer obtains control of the Company’s product, which occurs at a point in time or over time, typically upon shipment to the customer or when services are fulfilled and the customer receives benefit from such services. Revenue is deferred and a liability is established to the extent that the Company receives payments from customers in advance of goods being shipped or services being rendered.
The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset in which it would have been recognized is one year or less or if the amount is immaterial.
A performance obligation is a contractual promise to transfer a distinct product or service to a customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Each contract has a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Revenue from contracts that satisfy the criteria for overtime recognition is recognized as the work progresses. The majority of the Company’s revenue is derived from services provided to customers and is typically executed over a period that is typically between 1 and 12 months, based on evaluation of when these services are rendered. Contracts will continue to be recognized over time because of the continuous transfer of control to the customer as services are rendered to customers. Payments made by customers in advance of services being rendered are recorded as deferred revenue.
Our significant payment terms for customer contracts vary based on the revenue stream. Franchising business clients are required to advance a percentage of the franchise fee upon acceptance of the contract. These advances, when received, are accounted for as contract liabilities on the consolidated balance sheet and are subsequently recognized in revenue when they are earned. Contracts for clinical trials typically provide for progress payments based on the number of patients seen, with final payments generally due within 30 days upon completion of work or the termination of the contract. Revenue is recognized when all performance obligations under the terms of a contract are satisfied. The Company requires advance payments from its consulting customers and these payments are recorded as contract liabilities on the consolidated balance sheet until service is performed and revenue is recognized. These advance payments are not treated as financing components, based upon the guidance in ASC 606-10-32-196-16 and -17, whereby the timing of when services are provided is at the discretion of the customers, or a substantial amount of the consideration promised by the customer is variable and not in the control of the customer or the Company.
| 8 |
Contracts for educational services require nonrefundable payments in advance and are recorded as revenue when received.
There is no significant financing component to any contracts.
Contract Modifications
Contracts for the Company’s clinical trial business are subject to modification. These modifications may create new, or change existing, enforceable rights and obligations of the parties thereto. Modifications are generally effected pursuant to an amendment or addendum to the original contract. A contract modification is accounted for as a new contract if it reflects an increase in scope that is regarded as distinct from the original contract and is priced in line with the standalone price for the related services. If a contract modification is not considered a new contract, the modification is combined with the original contract and the impact on revenue recognition will depend on whether the remaining services are distinct from the original contract. If they are distinct from those in the original contract, all remaining performance obligations will be accounted for on a prospective basis, with unrecognized consideration allocated to the remaining performance obligations. If the remaining goods or services are not distinct, the modification will be treated as if it were a part of the existing contract and the effect that the contract modification has on the transaction price and the measure of progress toward satisfaction of the performance obligations are recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the contract modification on a cumulative catch-up basis.
Remaining Performance Obligations
The Company follows ASC 606, which requires the allocation
of the transaction price to the remaining performance obligations of a contract and applies a practical expedient allowing it not to disclose
the amount of the transaction price allocated to the remaining performance obligations for contracts with an original expected duration
of one year or less. At November 30, 2025, and May 31, 2025, the Company had
Share-Based Payments
ASC 718, “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions. In June 2018, FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to non-employees with that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for share-based payments to non-employees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The Company follows FASB guidance related to equity-based payments, which requires that equity-based compensation be accounted for using a fair value method and recognized as expense in the accompanying statements of operations. Equity-based compensation expense will be recognized as compensation expense.
Leases
The Company has adopted ASU 2016-02, Leases (Topic 842), along with related clarifications and improvements, under which lessees are required to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments and a corresponding right-of-use asset on the balance sheet for most leases. The guidance retains the historical accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee. Enhanced disclosures are also required to give financial statement users the ability to assess the amount, timing and uncertainty of cash flows arising from leases.
Cash Flows
The Company follows ASU 2016-18, “Statement of Cash Flows (Topic 230),” requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The provisions of this guidance are to be applied using a retrospective approach, which requires the application of the guidance for all periods presented.
| 9 |
Fair Value Measurements
The Company has adopted ASC Topic 820, Fair Value Measurements, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair-value measurements.
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, is carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features, such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.
ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair-value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3: Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).
Income Taxes
The Company accounts for income taxes in accordance with Accounting Standards Codification No. 740, “Income Taxes” (“ASC 740”). This codification prescribes the use of the asset-and-liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and for carryforward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting.
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, which provides guidance as to the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in its financial statements, under which a company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
The tax benefits recognized in financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Accordingly, the Company would report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company elects to recognize any interest and penalties, if any, related to unrecognized tax benefits in tax expense.
| 10 |
Income (Loss) per Share
The Company computes basic earnings per share amounts
in accordance with Accounting Standards Codification Topic 260, “Earnings per Share.” (“ASC 260”) Under
ASC 260, (i) basic earnings (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted
average number of common shares outstanding during the reporting period and (ii) diluted loss per share is computed by dividing net loss
by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during
the period. At November 30, 2025, and May 31, 2025, the Company had
Recently Issued Accounting Standards
In November 2024, FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires disclosure of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and amortization. As clarified on the subsequent amendment, ASU No. 2025-01, issued by FASB in January 2025, this guidance is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending May 31, 2028, and subsequent interim periods. Early adoption is permitted and may be applied either prospectively or retrospectively. The Company is currently evaluating the timing of its adoption of this ASU and the impact on its consolidated financial statements.
In November 2023, FASB issued ASU 2023-07 to enhance disclosures of significant expense and segment profitability categories and amounts for each of the Company’s reportable business segments. The amendments are effective in annual periods beginning after December 15, 2023, and subsequent interim periods, with early adoption permitted. The Company has adopted this amendment. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements.
In March 2024, FASB issued ASU 2024-01 to clarify how an entity should determine whether a profits interest or similar award should be accounted for as a share-based payment arrangement or similar to a cash bonus or profit-sharing arrangement. The amendments are effective in annual periods beginning after December 15, 2024, and interim periods within those annual periods, with early adoption permitted. The Company adopted the amendments as of January 1, 2025. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements.
In October 2023, FASB issued ASU 2023-06 to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in FASB accounting standard codification with the SEC's regulations. The amendments will be effective on the date the SEC removes related disclosure requirements from Regulation S-X or Regulation S-K. If by June 30, 2027, the SEC has not removed the applicable disclosure requirements, the pending amendments will not become effective. Early adoption is prohibited. The Company does not expect the future adoption of this amendment to have a material impact on its consolidated financial statements since the Company is currently subject to the SEC’s disclosure and presentation requirements under Regulation S-X and Regulation S-K.
In December 2023, FASB issued ASU 2023-09 to improve disclosures and presentation requirements to the transparency of the income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments are effective in annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the amendments, which are not expected to have an impact on its financial condition or results of operations. The Company expects to adopt this guidance in its Annual Report on Form 10-K for the year ending May 31, 2026.
In November 2024, FASB issued ASU 2024-03, which was further clarified through the issuance of ASU 2025-01 in January 2025, to improve disclosure on an entity’s expenses and provide more detailed information for specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments are effective in annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.
| 11 |
In November 2024, FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires enhanced disclosures about types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization, in commonly presented expense captions. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments prospectively or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact that this guidance will have on the disclosures within our consolidated financial statements. While ASU 2024-03 will impact only our disclosures and not our financial condition and results of operations, we are assessing when we will adopt ASU 2024-03.
In May 2025, FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”), which clarifies the guidance on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer, with the intent to reduce diversity in practice and improve existing guidance by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. ASU 2025-04 also clarifies the guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer “regardless of whether an award’s grant date has occurred.” ASU 2025-04 is effective for our reporting period beginning January 1, 2027, with early adoption permitted. We are currently assessing the impact that the adoption of ASU 2025-04 will have on the disclosures in our annual consolidated financial statements.
The Company does not believe there are any other recently issued, but not yet effective, accounting standards that would have a significant impact on the Company’s financial position or results of operations.
Note 3 – Going Concern
The accompanying consolidated financial statements
have been prepared in conformity with U.S. GAAP, which contemplates the Company’s continuation as a going concern in accordance
with ASC 240-40-50. The Company’s history of recurring losses, negative working capital and negative cash flows from operating activities
raises substantial doubt about its ability to continue as a going concern. The Company has not generated sufficient income to cover its
operating expenses since its inception. During the six months ended November 30, 2025, the Company had net loss from operations of $
The ability of the Company to continue as a going concern depends on the successful execution of its operating plan, which includes expanding its operations and raising debt or equity financing. There is no assurance that the Company will be able to expand its operations or obtain such financing on satisfactory terms or at all. If the Company is unsuccessful in these endeavors, it may be required to curtail or cease its operations.
The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
Note 4 – Debt
EIDL Loans
In May 2020, the Company received $
In June 2020, the Company received proceeds of $
| 12 |
The Company’s EIDL loans were recorded in the consolidated balance sheets as follows:
| Schedule of EIDL loans | ||||||||
| November 30, 2025 | May 31, 2025 | |||||||
| SBA (EIDL) – current | $ | $ | ||||||
| SBA (EIDL) – noncurrent | ||||||||
| Accrued interest | ||||||||
| Total EIDL loans | $ | $ | ||||||
Short-Term Debt
Non-Convertible Loans and Financing Agreements
The Company has entered into loans under which it borrowed money and financing agreements under which it sold receivables to third parties. In accordance with ASC 470, the financing agreements are treated as loans encumbering the receivables of the Company in the event of default and are accounted for as indebtedness, such that payments are allocated to principal and interest expense as they are made. These transactions are as follows:
| · | In May 2022, the Company entered into a financing agreement with an unrelated party for a loan of $ |
| · | In January 2023, the Company entered into a financing agreement with an unrelated party for a loan of $ |
| · | In April 2023, the Company entered into a financing agreement with an unrelated party for a loan of $ |
| · | On August 8, 2022, the Company entered into a financing agreement with an unrelated party for a loan of $ |
| · | On October 8, 2019, the Company borrowed $ |
| 13 |
Convertible Notes
The Company has borrowed money under promissory notes that have convertibility features as follows:
| · | On March 14, 2024, the Company made a promissory note in the principal amount of $ |
| · | On November 7, 2024, the Company made a promissory note in the principal amount of $ |
Related Party Debt
For information about related party debt, see Note 11 – Related Party Transactions – Loans and Advances.
Note 5 – Right-of-Use Assets and Lease Liabilities
The Company leases real property from unrelated parties under leases that are classified as operating leases. The right-of-use assets for operating leases are included in right-of-use assets on the balance sheets, with the corresponding lease liability in liabilities. Lease expense is recognized on a straight-line basis over the lease term. Renewals and terminations are included in the calculation of right-of-use assets and lease liabilities when they are considered reasonably certain to be exercised. When the implicit rate is unknown, the incremental borrowing rate, based on the commencement date, is used to determine the present value of lease payments.
The following amounts related to leases were recorded in the balance sheets:
| Schedule of amount related to leases | ||||||||
| November 30, 2025 | May 31, 2025 | |||||||
| Right-of-use asset | $ | $ | ||||||
| Less: Accumulated amortization | ||||||||
| Right-of-use asset, net | $ | $ | ||||||
| – | ||||||||
| Lease liabilities – current | $ | $ | ||||||
| Lease liabilities – noncurrent | ||||||||
| Operating lease liabilities | $ | $ | ||||||
The Company reimburses a related party for an operating lease for office space under a month-to-month arrangement, payable at the discretion of management. See Note 10.
The Company’s total operating lease expenses
were $
See Note 10 for additional lease information.
| 14 |
Note 6 – Revenue
Most of the Company’s revenue is generated by the performance of services to customers and recognized at a point in time based on the evaluation of when the customer obtains control of the products. Revenue is recognized when all performance obligations under the terms of a contract are satisfied, net of certain taxes and gain/loss resulting from changes in foreign currency. Revenue is recorded when customer acceptance is received and all performance obligations have been satisfied. Sales of goods typically do not include multiple products and/or service elements.
The table below summarizes the Company’s disaggregated revenue information:
| Schedule of disaggregated revenue | ||||||||||||||||
Three Months Ended November 30, | Six Months Ended November 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Clinical trials | $ | $ | $ | $ | ||||||||||||
| Consulting fees | ||||||||||||||||
| Seminar fees | ||||||||||||||||
| Merchandise | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
Cost of revenue consists of third-party costs associated
with patient stipends. At November 30, 2025, and November 30, 2024, cost of revenue was $
Note 7 – Stockholders’ Deficiency
The Company is authorized to issue
Preferred Stock
The Company has designated
On July 20, 2022, the Company designated a series
of preferred stock, named Series B Preferred Convertible Preferred Stock, comprising
| 15 |
Common Stock
On August 11, 2024, the Board authorized the issuance
of
On August 11, 2024, the Board authorized the issuance
of
At November 30, 2025, and May 31, 2025, there were
Note 8 – Share-Based Compensation
On July 20, 2022, the Company adopted its 2022 Equity Incentive Plan, which provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units and performance awards to directors, officers, employees and consultants, as determined by the Board, as plan administrator. The Company will recognize as share-based compensation expense all share-based payments to employees 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 issued.
Note 9 – Income Taxes
The Company provides for income taxes under ASC 740. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
On December 22, 2017, the 2017 Tax Cuts and Jobs Act
(the “Tax Act”) was enacted into law, making significant changes to the Code. These changes included a federal corporate tax
rate decrease from
Due to changes in ownership provisions of the income
tax laws of the United States of America, net operating loss carryforwards of $
Income taxes for 2020 to 2025 remain subject to examination by the Internal Revenue Service.
| 16 |
Note 10 – Commitments and Contingencies
The Company leases premises of approximately 4,500
square feet located at 6201 Bonhomme Road, Suites 460S and 466S, Houston, Texas. The lease provided for a base rent of $3,382 per
month, increasing to (i) $3,529 per month on July 1, 2020, (ii) $3,676.04 per month on July 1, 2021, and (iii) $3,823 per
month on July 1, 2022, subject to CPI increase.
One of the Company’s officers leased 1,400 square feet at 1625 Main St., Houston, Texas, under a lease the term of which commenced on March 15, 2023, and expired on September 14, 2023, at a rent of $3,168 per month. This officer made these premises available to the Company for office space, for which the Company paid them $2,817 per month. The lease was renewed for these premises, which commenced on September 15, 2023, and expired on September 14, 2024, at a rent of $3,164 per month. The officer made these premises available to the Company for use as office space, for which the Company paid him $2,817 per month.
Note 11 – Related Party Transactions
See Note 10 for information respecting the lease of real property to the Company by one of its officers.
The Headway Loan (see Note 4) was guaranteed by a related party.
On August 3, 2022, the Company borrowed $
On November 1, 2025, the Company issued a new promissory
note in the principal amount of $
On April 26, 2024, the Company made a promissory note
in the principal amount of $
The balance of related party liabilities owed to certain
shareholders totaled $
| 17 |
Note 12 – Off-Balance-Sheet Arrangements
The Company has no off-balance sheet arrangements.
Note 13 – Concentration of Risk
The Company had three customers that provided
Note 14 – Subsequent Events
On December 31, 2025, the Company terminated its Pharmacology University business.
Management has evaluated all other subsequent events when these consolidated financial statements were issued and has determined that none of them requires disclosure herein.
| 18 |
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 November 30, 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 period ended November 30, 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.”
| 19 |
Results of Operations
Comparison of the Quarter Ended November 30, 2025, and the Quarter Ended November 30, 2024
The following table sets forth information from the consolidated statements of operations for the quarters ended November 30, 2025, and November 30, 2024.
| Quarter Ended November 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | 53,266 | $ | 74,248 | ||||
| Cost of revenues | 10,500 | 7,803 | ||||||
| Gross profit | 42,766 | 66,445 | ||||||
| Total operating expenses | 138,643 | 126,072 | ||||||
| Operating loss | (95,877 | ) | (59,627 | ) | ||||
| Amortization of discount | (3,230 | ) | – | |||||
| Note discount | – | (11,200 | ) | |||||
| Forgiveness of debt | – | – | ||||||
| Change in fair value of derivative liabilities | – | – | ||||||
| Interest | (17,860 | ) | (8,701 | ) | ||||
| Net loss | $ | (116,966 | ) | $ | (79,528 | ) | ||
Revenues
Revenues were $53,266 and $74,248 for the quarters ended November 30, 2025, and November 30, 2024, respectively, primarily due to a decrease of $32,878 in revenues from clinical trial contracts, which were $40,903 in the latter period and $73,781 in the former. This reduction was due to fewer clinical trial contracts taken in the 2nd quarter. Online sales of educational materials decreased by $334, from $467 in the quarter ended November 30, 2024, to $133 in the quarter ended November 30, 2025, due to lower demand for the Company’s online products.
Operating Expenses
Operating expenses for the quarters ended November 30, 2025, and November 30, 2024, consisted of the following:
| Quarter Ended November 30, | ||||||||
| 2025 | 2024 | |||||||
| General and administrative | $ | 30,972 | $ | 40,128 | ||||
| Contract labor | 36,141 | 54,296 | ||||||
| Professional fees | 52,035 | 7,112 | ||||||
| Officer compensation | 8,094 | 6,000 | ||||||
| Share-based compensation | – | – | ||||||
| Rent | 11,339 | 18,439 | ||||||
| Travel | 62 | 97 | ||||||
| Total operating expenses | $ | 138,643 | $ | 126,072 | ||||
The increase in operating expenses was primarily due to an increase of $44,923 in Professional Fees.
| 20 |
Operating Loss
For the reasons set forth above, operating loss increased from $79,528 in the quarter ended November 30, 2024, to $116,966 in the quarter ended November 30, 2025, primarily due to a decrease in revenue from clinical trial amounting to $32,878 and an increase in operating expense from Professional fees of $44,923.
Interest
Interest was $17,860 in the quarter ended November 30, 2025, and $8,701 in the quarter ended November 30, 2024.
Other Income
For the quarters ended November 30, 2025, and November 30, 2024, interest was $17,860 and $8,701, respectively. During the quarter ended November 30, 2024, the Company recorded an expense from note discount amounting to $11,200 and $3,230 for the quarter ended November 30, 2025. As a result, other income (expense) for the quarters ended November 30, 2025, and November 30, 2024, showed losses of $21,090 and $19,901, respectively.
Net Loss
Net loss for the quarter ended November 30, 2025, was $116,966, compared with a net loss of $79,528 for the quarter ended November 30, 2024, for the reasons set forth above in relation to loss from operations ended November 30, 2025.
Changes in Financial Condition and Results of Operations
At November 30, 2025, the Company had $132 in cash and cash equivalents and accounts receivable of $21,811, negative working capital of $1,113,695 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 has cash and cash equivalents of $82 on the date of this Report.
During the six months ended November 30, 2025, the Company had net cash used in operations of negative $109,205, while during the six months ended November 30, 2024, the Company had net cash used in operations of $102,503. During the six months ended November 30, 2025, the Company had net cash provided by financing activities of $96,385, while during the six months ended November 30, 2024, the Company had net cash provided by financing activities of $102,750. The Company had accumulated deficits of $6,082,513 at November 30, 2025, and $5,882,901 at May 31, 2025.
Off-Balance-Sheet Arrangements
The Company has no off-balance-sheet arrangements.
Recent Accounting Pronouncements
Refer to Note 2 of the accompanying financial statements.
| 21 |
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.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company’s management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of November 30, 2025. Based on this evaluation, the principal executive officer and the principal accounting officer concluded that these disclosure controls and procedures were not effective as of such 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: (i) accumulated and communicated to management (including its principal executive officer and principal accounting officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control Over Financial Reporting
There were no changes in internal control over financial reporting during the three months ended November 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 22 |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
The Company is a smaller reporting company as defined by Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) and accordingly is not required to provide information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
During the three months that ended November 30, 2025, the Company sold no equity securities.
Use of Proceeds
On December 5, 2023, the Company’s Registration Statement on Form S-1 was declared effective. The Company registered 6,250,000,000 shares of Common Stock for sale for its account, in addition to 3,837,154,885 shares of Common Stock that may be sold by certain selling stockholders. As of the date of this report, the Company has sold no shares and accordingly has received no proceeds of the offering.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Insider Trading Arrangements and Related Disclosure
During
the three months ended November 30, 2025, none of our directors or officers
| 23 |
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 | ||
| 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.SCH | Inline XBRL Taxonomy Extension Schema 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) | ||
| 24 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC. | ||
| Date: February 19, 2026 | By: | /s/ Dante Picazo |
| Dante Picazo Principal Executive Officer and Principal Accounting Officer | ||
| 25 |
FAQ
How did CBIH perform financially in the quarter ended November 30, 2025?
What is the liquidity position of CBIH as of November 30, 2025?
Does CBIH face going-concern risks according to its latest 10-Q?
How concentrated is CBIH’s revenue base in the recent quarter?
What changes did CBIH make to its business operations after November 30, 2025?
What is the capital structure and share count of CBIH?
