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Correspondence 0001683168-23-008573 from Cannabis Bioscience International Holdings, Inc. (CBIH)

Cannabis Bioscience International Holdings, Inc.
Date: Nov. 30, 2023 · CIK: 0001411057 · Accession: 0001683168-23-008573

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File numbers found in text: 333-267039

Referenced dates: November 29, 2023

Date
November 30, 2023
Author
/s/ Barry J. Miller
Form
CORRESP
Company
Cannabis Bioscience International Holdings, Inc.

Letter

Barry J. Miller

7146 Pebble Park Drive

West Bloomfield, Michigan 48322

Tel.: +1 (248) 232-8039

Fax: +1 (248) 246-9524

E-Mail: bjmiller@bjmpllc.com

November 30, 2023

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Re: Cannabis Bioscience International Holdings, Inc.

Registration Statement on Form S-1 (File No. 333-267039) – Amendment No. 7

On behalf of my client, Cannabis Bioscience International Holdings, Inc. (the “Company”), I am responding to the comments from your Staff (the “Staff”) relating to Amendment No. 6 to the referenced Registration Statement (the “Registration Statement”) contained in the Staff’s letter dated November 29, 2023. In response to these comments, the Company has today filed Amendment No. 7 to the Registration Statement.

Set forth below is the Company’s response to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response and a summary of the responsive actions taken.

Comment 1:

Description of Business

Clinical Trial in Which We Will be the Sponsor, page 58

1. We note your response to comment 2 and we reissue. In your response letter you state that the registration statement has been amended to state that you will not be selling any CBD products in the 18 states that restrict their sale and use. However, we do not see any such amendments in the registration statement; please make such amendment or advise us where the amendment was made.

Response:

The Company has made the amendment. The failure to respond to the Staff’s comment was inadvertent; the amended language appear in several drafts of Amendment No. 6 and for reasons that the Company is at a loss to explain, was dropped from the final version.

Comment 2:

Item 16A. Exhibits Exhibit 23.1, page II-4

2. Please file an updated consent letter from PWR CPA, LLP that has a current date.

Response:

The updated consent letter has been filed. The Company has also filed an updated consent letter for Victor Mokuolu, CPA PLLC.

________________

The amendment also contains updates of certain dates and the correction of a typographical error.

In light of the few and uncomplicated changes that have been made in this amendment, the Company requests that they be reviewed expeditiously.

Please contact me if you have any questions regarding the foregoing or if I can provide any additional information.

Very truly yours,
/s/ Barry J. Miller

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CORRESP
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Barry J. Miller

7146 Pebble Park Drive

West Bloomfield, Michigan 48322

Tel.: +1 (248) 232-8039

Fax: +1 (248) 246-9524

E-Mail: bjmiller@bjmpllc.com

November 30, 2023

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Cannabis Bioscience International Holdings, Inc.

    Registration Statement on Form S-1 (File No. 333-267039) – Amendment No. 7

On behalf of my client, Cannabis Bioscience International
Holdings, Inc. (the “Company”), I am responding to the comments from your Staff (the “Staff”) relating
to Amendment No. 6 to the referenced Registration Statement (the “Registration Statement”) contained in the Staff’s
letter dated November 29, 2023. In response to these comments, the Company has today filed Amendment No. 7 to the Registration Statement.

Set forth below is the Company’s response
to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s
response and a summary of the responsive actions taken.

Comment 1:

Description of Business

Clinical Trial in Which We Will be the Sponsor, page 58

 1. We note your response to comment 2 and
                                            we reissue. In your response letter you state that the registration statement has been amended
                                            to state that you will not be selling any CBD products in the 18 states that restrict their
                                            sale and use. However, we do not see any such amendments in the registration statement; please
                                            make such amendment or advise us where the amendment was made.

Response:

The Company has made the amendment. The failure
to respond to the Staff’s comment was inadvertent; the amended language appear in several drafts of Amendment No. 6 and for reasons
that the Company is at a loss to explain, was dropped from the final version.

Comment 2:

Item 16A. Exhibits Exhibit 23.1, page II-4

 2. Please file an updated consent letter from PWR CPA, LLP that has a
                                            current date.

Response:

The updated consent letter has been filed. The
Company has also filed an updated consent letter for Victor Mokuolu, CPA PLLC.

________________

The amendment also contains updates of certain
dates and the correction of a typographical error.

In light of the few and uncomplicated changes
that have been made in this amendment, the Company requests that they be reviewed expeditiously.

Please contact me if you have any questions regarding
the foregoing or if I can provide any additional information.

Very truly yours,

/s/ Barry J. Miller