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United States securities and exchange commission logo
February 8, 2023
Dante Picazo
Chief Executive Officer
Cannabis Bioscience International Holdings, Inc.
6201 Bonhomme Road
Suite 466S
Houston, TX 77036
Re:Cannabis Bioscience International Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 13, 2023
File No. 333-267039
Dear Dante Picazo:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1/A filed January 13, 2023
Cover Page
1.Please revise to include the prospectus "subject to completion" legend pursuant to Item
501(b)(10) of Regulation S-K. Also revise to disclose that Dante Picazo, the Chief
Executive Officer, will have voting control of the company even after this offering,
including the ability to elect directors.
Risk Factors, page 7
2.We note your disclosure on page 17, and elsewhere in your registration statement, that
you have operations and employees in jurisdictions other than the United States. However,
your risk factor on page 9 addressing the legality of being associated with the cannabis

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 February 8, 2023 Page 2
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
February 8, 2023
Page 2
trade is focused on US federal law. Please also include risk factor disclosure to address the
risks, if any, posed by the legality and regulation of cannabis in the other federal
jurisdictions in which you operate. We also note your disclosure on page 36 that you
operate in the states of Texas, Arkansas, Florida, Illinois, Missouri, Oklahoma and
Georgia, as well as Puerto Rico. Please include disclosure that describes the relevant
cannabis-related state/territory laws of each of the states/territories in which you operate,
as well as risk factor disclosure that addresses the associated risks of participating in the
cannabis industry in each such state/territory given such laws.
We May be Affected by Inflation., page 9
3.You state that you may have experienced inflationary pressures or rising costs. Please
update this risk factor if inflationary pressures are no longer hypothetical. In addition, if
true, please expand to identify the principal factors contributing to the inflationary
pressures you have experienced and clarify the resulting impact on you and, to the extent
applicable, to your customers.
We May be Affected by Increasing Interest Rates., page 9
4.Please expand your discussion of interest rates to identify the impact that rate increases
have had on your operations and business. For example, please update your disclosure to
the extent this risk is no longer hypothetical. In addition, please discuss whether you
expect to increase prices or otherwise pass along any increased costs to your customers.
Use of Proceeds, page 22
5.We note that in the first line item under "Alpha Research Institute" you intend to increase
employees "from 6 to 35." However, on page 40 you state that you already employ more
than 20 full- or part-time investigators. Please reconcile these differences, as well as revise
the disclosure in the Business section to provide the total number of full-time and part-
time employees that you employ. Refer to Item 101(h)(4)(xii) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 31
6.We note the balance of accounts receivable at August 31, 2022 was 31.4% of the amount
of revenue generated for the three months then ended. Please explain to us, and disclose as
appropriate, the reason for this apparent relatively high relationship. Also explain the
impacts on your operating cash flow of carrying such a high balance of accounts
receivable, whether you have any concerns on the collectability of the balance, and your
expectations on when the balance will be collected.

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 February 8, 2023 Page 3
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
February 8, 2023
Page 3
Description of Business
History, page 33
7.In this section, you disclose that "No information about the Company is available from
early 2012 to early 2015, but the current management believes that the Company was
dormant during that period." However, we note that you have made a number of Exchange
Act filings during this period. Please reconcile this with your disclosure that no
information is available. Also include in this section a summary of the company's historic
reporting, registration and trading activity; include risk factor disclosure discussing the
risks to investors and the company associated with the company's historical record of not
timely filing reports and/or being a delinquent filer.
Business, page 34
8.We note that on page 12 you disclose that you derive the majority of your revenues from a
few customers. Please disclose in this section the number of customers on which you rely
and the percentage of your revenue derived from such customers. File your agreements
with these customers as exhibits, or tell us why you are not required to do so. Refer to
Items 101(h)(4)(vi) and 601(b)(10) of Regulation S-K.
Expanding Legalization of Cannabis, page 35
9.We note your disclosure that "there is no guarantee that the FDA will find our products
safe or effective or grant us the required approvals under the FDCA." Please clarify what
is meant by "our products" as elsewhere in the registration statement you disclose that you
sell no cannabis related products.
Educational Services, page 37
10.You disclose that "students receive a certification of completion to indicate they are
certified to work in the relevant field." However, we note that on page 36 you disclose that
Pharmacology University has no public or private accreditation. Please revise to clarify, if
true, that these are not certifications of a student's ability to work in a particular field, but
certificates that recognize completion of a non-accredited class or continuing education
requirement.

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 February 8, 2023 Page 4
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
February 8, 2023
Page 4
Franchising, page 39
11.We note your disclosure that you had four franchisees that produced revenue of $28,202
and $34,000 in the years ended May 31, 2021 and May 31, 2020, respectively, but that
they have produced no revenue due to the COVID-19 pandemic. Please update this
disclosure for the year ended May 31, 2022 and the period required to be reflected in your
financial statements, and to clarify how the COVID-19 pandemic reduced revenue to zero
starting on April 1, 2021, despite the fact the pandemic began in March 2020.
Summary Compensation Table, page 45
12.We note that in your disclosure above the Summary Compensation Table you say that the
table covers your fiscal years ended May 31, 2022 and May 31, 2021. However, the year
column in the table references 2021 and 2020. Please clarify this discrepancy.
Plan of Distribution, page 61
13.We note your disclosure that you "may" sell the offered securities (i) through
underwriting, (ii) directly or (iii) through agents, however later you say that the "offering
will be conducted by the executive officers of the Company." Please clarify your
disclosure here and on the cover page as to what method of distribution you are utilizing
for this registration statement. Refer to Item 508 of Regulation S-K. It is unclear why you
refer in this section to prospectus supplements for a "particular offering" of common
stock, as the offerings of the company and its selling shareholders are contained in this
prospectus and changes to your plan of distribution likely will require filing of post-
effective amendments; please delete such references throughout this section. Please delete
subsection (ii) in the second paragraph of this section, as you are selling at a fixed price.
Revise your statement that you "may offer unregistered shares of Common Stock to
investors in private placements at prices per share that may be higher or lower than the
public offering price" to clarify that this may be done only if federal securities laws,
including Rule 152 under the Securities Act, permit you to do so. Delete your statement
that underwriters engaged by the selling stockholders "may resell the Common Stock in
one or more transactions, including negotiated transactions at a fixed public offering price
or at varying prices determined at the time of sale," as this offering is being made at a
fixed price. Please delete your discussion of market making activities and hedging
transactions given that you are selling at a fixed price, or tell us why such disclosure is
appropriate.
Consolidated Statements of Operations, page F-17
14.It appears you have omitted Cost of Revenue for the year ended May 31, 2021. Please
revise to include the amount disclosed on page F-26.

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 February 8, 2023 Page 5
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
February 8, 2023
Page 5
Note 1 - Organization and Business
Revenue Recognition, page F-21
15.Please disclose the significant payment terms on your contracts, such as when payment
typically is due and whether the contract has a significant financing component. Refer to
ASC 606-10-50-12. This comment also applies to the interim financial statements.
16.Please disclose how you account for contract modifications.
17.Please disclose, as applicable, information about remaining performance obligations at the
end of the period in accordance with ASC 606-10-50-13.
Annual Financial Statements
Notes to Consolidated Financial Statements
Note 4 - Debt
Short-Term Loans, page F-25
18.Please disclose how you account for the sale of future receivables and the related
accounting guidance you followed.
Exhibit 5.1
19.Please revise the legality opinion to reflect the accurate number of shares being registered
in the primary and secondary offerings.
General
20.Please update your disclosure throughout to provide information as of the date of the
registration statement, or the most recent practicable date, as applicable. As examples
only, we note that the last risk factor on page 15 speaks as of May 31, 2021; the third risk
factor on page 10 refers to the House of Representative's "most recent term" as being the
117th Congress; the industry-related disclosures throughout the prospectus, particularly in
the Description of Business-Businesses section, are not current; and disclosure on page 43
references a lease that expired on September 30, 2022. In addition, your descriptions of
the Alpha Sleep and Fertility Center throughout the prospectus do not refer to fertility
treatments or assessments; please revise for clarity.
21.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
22.We note your disclosure throughout the prospectus that you have not been able to resume
classroom teaching and seminars, consulting services, and franchising and marketing

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 February 8, 2023 Page 6
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
February 8, 2023
Page 6
efforts due to the effects of and restrictions related to COVID-19. However, this
disclosure does not appear to account for the widespread elimination or relaxation of such
restrictions that has taken place across the world, particularly in the last year. If you
continue to believe that COVID-19 restrictions prevent you from resuming normal
operations, please more specifically describe which restrictions in which countries you are
referencing and how they continue to impact your business. Update your disclosure on
page 39 that you intend to resume in-person teaching during the year ended May 31, 2023
to account for the steps you have taken toward that goal and the likelihood that you will
achieve it.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Barry J. Miller