THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS ANNUAL REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS ANNUAL REPORT.







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FORWARD-LOOKING STATEMENTS

Certain statements made in this report may constitute "forward-looking statements on our current expectations and projections about future events". These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases you can identify forward-looking statements by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.





 Overview

The Company was incorporated in the State of Nevada, on September 15, 2004, as Thrust Energy Corp. On May 5, 2011, the Company changed its name to American Mining Company. Our principal offices are in Bethesda, Maryland. On May 21st, 2014 the Company changed its name to its current CNBX Pharmaceuticals Inc.

The Company was originally engaged in the exploration, development and production of oil and gas projects within North America, but was unable to operate profitably. In May 2011, the Company suspended its oil and gas operations and changed its business to toll milling and refining and mine development. As of April 2014, the Company has changed its course of business to Biotechnology Pharmaceutical development. As such, the Company has divested itself of its former mining properties.





Financing

We will require additional financing to implement our business plan, which may include joint venture projects and debt or equity financings. The nature of this enterprise and lack of positive cash flow places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable profits and losses can be demonstrated. Therefore any debt financing of our activities may be costly and result in substantial dilution to our stockholders.

Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

Our ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the bio-pharma industry, and the fact that we have not been profitable to date, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

There is no assurance that we will be able to obtain financing on terms satisfactory to us, or at all. We do not have any arrangements in place for any future financing. If we are unable to secure additional funding, we may cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.







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Results of Operations

Year ended August 31, 2022 compared to the year ended August 31, 2021





Revenues

We had no revenues for the year's ended August 31, 2022, and August 31, 2021.

Operating and Other Expenses

For the year ended August 31, 2022, our total operating expenses were $2,953,970 compared to $2,600,177 for the year ended August 31, 2021. The increase is attributable mainly to general and administrative of $946,313 and decrease in research and development expenditures of $588,252. The increase in the general and administrative expenses attributed mainly to Share based payment expenses of $695,103, Salary expenses of $236,933, Insurance of $36,045, other expenses of $21,735 and decrease in Legal and professional fees of $43,503

We realized financial loss of $769,280 for year August 31, 2022, compared to financial loss of $594,270 for year August 31, 2021. The increase in financial expense was mainly attributable to exchange differences in total of$36,586 and a convertible loan valuation expense of $15,374 and decrease in capital gain of $183,168 and other expenses of $59,000. Asa result, the net loss was $3,723,250 for the year August 31, 2022, compared to a net loss of $3,194,447 for year August 31, 2021.

The net loss for the year ended August 31, 2022, was $3,723, 250 compared to net Income of $3,194, 447 for the year ended August 31, 2021.

Liquidity and Capital Resources





Overview

For the years ended August 31, 2022, as well as August 31, 2021, we funded our operations through issuance of common stock and advances from our majority shareholder. Our principal use of funds during the year ended August 31, 2022, has been for laboratory and clinical research relating to our proprietary materials normative corporate operating expenses.

Liquidity and Capital Resources during the year ended August 31, 2022 compared to the year ended August 31, 2021

As of August 31, 2022, we had $117,515 cash compared to $1,386,472 as of August 31, 2021. The Company used cash in operations of $1,679,192 for the year ended August 31, 2022, compared to cash used in operations of 2,492,913 for the year ended August 31, 2021.

During the year ended August 31, 2022, the Company's investing earned totaled $25,229. This compares to net cash used for investing activities in the year ended August 31, 2021, in the amount of $645,025. The difference reflects primarily of realized held for trading investments and purchase of fixed assets.

During the year ended August 31, 2022, the company had net cash earned from financing activities of $389,858. This compares to $2,456,750 in the year ended August 31, 2021.

Year ended August 31, 2021 compared to the year ended August 31, 2020





Revenues

The revenues for the year ended August 31, 2021 totaled to $7,157 compared to $9,843 for the year ended August 31, 2020.







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Operating and Other Expenses

For the year ended August 31, 2021, our total operating expenses were $3,050,609 compared to $3,313,450 for the year ended August 31, 2020. The decrease is attributable mainly to sales and marketing expenses of $228,166, decrease in general and administrative of $173,378, and increase in research and development expenditures of $138,702. The decrease in the sales and marketing expenses attributed mainly to the company PR services of $21,665, had none travel abroad and conferences expenses for the year ended August 31, 2021 comparing to $125,672 and $51,817 respectively for the year ended August 31, 2020.

The net loss for the year ended August 31, 2021, was $7,467, 463 compared to net Income of $1,132,970 for the year ended August 31, 2020.

Liquidity and Capital Resources during the year ended August 31, 2021 compared to the year ended August 31, 2020

As of August 31, 2021, we had $777,611 in cash compared to $265,982 as of August 31, 2020. The Company used cash in operations of $2,774,954 for the year ended August 31, 2021 compared to cash used in operations of $3,093,782 for the year ended August 31, 2020.

During the year ended August 31, 2021, the Company's investing earned totaled $3,286,584. This compares to net cash used for investing activities in the year ended August 31, 2020 in the amount of $5,251,115. The difference reflects primarily of realized held for trading investments and purchase of fixed assets.

During the year ended August 31, 2021, the Company's had no financing activities. This compares to net cash earned from financing activities in the year ended August 31, 2020 in the amount of $7,217,270.





Going Concern

Our independent auditors included an explanatory paragraph in their report on the accompanying consolidated financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Our financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

There is no assurance that our operations will be profitable. The Company has conducted private placements of its common stock, which have generated funds to satisfy the initial cash requirements of its planned Nevada exploration ventures. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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