U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended JUNE 30, 2020MARCH 31, 2021

  o  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

Commission file number:  000-55809

CANNASSIST INTERNATIONAL CORP.

 (Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (760) 990-3091 888-991-2196

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

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  x    No ¨o

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 x No ¨o

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.

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(1) of the Exchange Act. ¨o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨o    No x  

Securities registered pursuant to Section 12(b) of the Act: None

As of August 12, 2020,May 14, 2021, the Company had 18,435,00018,916,001 shares of its common stock, par value $.0001 per share, issued and outstanding.

TABLE OF CONTENTS

 PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CANNASSIST INTERNATIONAL CORP.

INDEX TO FINANCIAL STATEMENTS

CannAssist International Corp.

Balance Sheets

The accompanying notes are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

CannAssist International Corp.

Statements of Cash Flows

The accompanying notes are an integral part of these unaudited condensed financial statements.

CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2020March 31, 2021

NOTE 1 - DESCRIPTION OF BUSINESS AND HISTORY

Description of business

CannAssist International Corp. (the “Company” or “CannAssist”) was incorporated on May 17, 2017 under the laws of the state of Delaware under the name Iris Grove Acquisition Corporation to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 23, 2018 the Company changed its name to CannAssist International Corporation.

On June 18, 2018, the Company cancelled all 20,000,000 shares of its issued and outstanding stock and issued 3,000,000 shares of common stock pursuant to Section 4(a)(2) of the Securities Act of 1933 at par representing 100% of the total outstanding common stock at the time. With the issuance of the stock and the redemption of the 20,000,000 shares of stock, the Company effected a change in its control and the new majority shareholder was elected as the new management of the Company.

On July 12, 2018, the “Company, entered into a share exchange acquisition agreement with Xceptor LLC, a private company organized under the laws of Wyoming (“Xceptor”). The Acquisition was effected by the Company through the exchange of all the outstanding membership interests of Xceptor for 3,000,000 shares of common stock of the Company, valued at $0.0001 per share. At the time of the Acquisition, there was one shareholder of the Company who was also a shareholder and manager of Xceptor. Xceptor has become a wholly owned subsidiary of the Company and the Company has taken over its operations and business plan. Prior to the Acquisition, the Company had no ongoing business or operations. Since the Company and Xceptor were entities under common control prior to the Acquisition, the transaction is accounted for as a restructuring transaction. The Company has recast prior period financial statements to reflect the conveyance of Xceptor’s common shares as if the restructuring transaction had occurred as of the earliest date of the financial statements.

CannAssist produces and sells products formulated using its cannabidiol ("CBD") product, “Cibidinol,” which is formulated based on a process developed by its founder Mark Palumbo. CBD is a non-psychoactive compound found in hemp. CannAssist’s initial research and development work, aimed at enhancing the bioavailability of desired molecular structures, resulted in the creation of a line of CBD products, most notably its CBD product, Cibidinol. Cibidinol will be available in a line of consumable and topical products that the Company believes will make enhanced CBD products more available and accessible to consumers.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounts Receivable

Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. The allowance for uncollectible amounts is evaluated quarterly.

CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2020MARCH 31, 2021

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.

The Company recognizes revenue when product is shipped. The Company will often receive payment and/or pay for the cost of goods prior to shipping. When this occurs, the result is both a prepaid for the supplies to be used in their product and a customer deposit. As of December 31, 2019, the Company has a prepaid expense of $4,145 and customer deposits of $54,660, for orders to be shipped in Q1, 2020.

Cost of Sales

Cost of sales is determined on the basis of the cost of production or the purchase of goods, adjusted for the variation of inventory Cost of sale is recognized as the direct cost of products or services sold during the period.

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated revenues of $269,912$217,973 during the sixthree months ended June 30, 2020March 31, 2021 and had a net lossincome of $2,858,939$75,243 for sixthree months ended June 30, 2020, which consistedMarch 31, 2021, while using $166,550 of a $2,765,250 non-cash expense for the issuance of preferred stock.cash in operating activities. The Company has an accumulated deficit of $3,281,451$3,258,159 as of June 30, 2020.March 31, 2021. The Company requires capital for its contemplated operational and marketing activities. The obtainment of additional financing, through an initial capital raise, the successful development of the Company’s contemplated plan of operations, and its transition to the attainment of continued profitable operations are necessary for the Company to continue operations. There is no guarantee that the Company will be able to obtain the necessary financing or profitable operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2021

NOTE 4 – LOANS PAYABLE

On October 11, 2017, the Company received a $1,000 loan from a third party. The loan is unsecured, due on demand and non-interest bearing.

On June 29, 2020, the Company received a $10,000 loan from a third party. The loan is unsecured, due on demand and non-interest bearing.

CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2020

NOTE 5 – CONVERTIBLE NOTES PAYABLE

On June 2,During July and August 2020, the Company issued a convertible notenotes payable to third parties for a third party for $10,000.total of $14,500. The note isnotes are all unsecured, non-interest bearing and is due and payable in six months. If the loan isloans are not repaid by the due date isthey can be converted into shares of common stock at $0.25 per share. In addition, the Company issued warrants to purchase 13,50020,669 shares of common stock. The warrants have an exercise price of $0.50 and expire in five years. All of the notes were fully converted into 58,000 shares of common stock on February 26, 2021.

On June 12,November 19, 2020, the Company issued a convertible note payable to a third party for $5,000.$30,000. The note is unsecured, non-interest bearingbears interest at 10% and is due and payable in six months.matures on May 13, 2021. If the loan is not repaid by the due date isit can be converted into shares of common stock at $0.25$0.15 per share. In addition,The Company calculates a beneficial conversion feature on the Company issued warrantsloan of $20,000, recorded as a debt discount and credited to purchase 2,500 sharesadditional paid in capital. As of common stock. The warrants have an exercise priceMarch 31, 2021, $10,000 of $0.50 and expire in five years.the discount has been amortized to interest expense.

The above notes are shown net of $2,762 of debt discount.

NOTE 6 – RELATED PARTY TRANSACTIONS

Marla Palumbo has advanced the Company a limited amount of funds to cover some general operating expenses and travel costs. These advances are unsecured, due on demand and non-interest bearing. As of June 30, 2020,March 31, 2021 and December 31, 2019,2020, the balance due to Ms. Palumbo for cash advances is $16,840$34,902 and $9,498,$23,443, respectively. Ms. Palumbo is the President of the Company and wife of the CEO, Mark Palumbo.

During the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, the Company paid sales commissions of $4,373$0 and $12,567,$4,373, respectively, to EME Ltd.

During the six months ended June 30, 2020 and 2019, respectively, the Company incurred $0 and $4,100 of expense for Matthew Palumbo for product design services. Matthew Palumbo is the son of Mark Palumbo, CEO.NOTE 7 – COMMON STOCK

On April 29, 2019,February 8, 2021, the Company entered into a Technology License Agreementan agreement with Mark Palumbo (“Licensor”) wherebyan independent consultant pursuant to which the Licensor granted to the Company an exclusive worldwide license (the “License”) to use, market, promote and distribute certain technology related to a provisional patent application for a “Process for creating Carbohydrate Complexes with Cannabinoids and other Hydrophobic Molecules in large scale,” related patent applications, related trade-secrets and associated knowhow, including methods, techniques, specifications, procedures, information, systems, knowledge and business processes required to practice and carry on business in the field of data collection, security and management (the “Technology”). The initial term of the License is 5-years (the “Initial Term”) and shall automatically be renewed for successive 1-year terms (each, a “Renewal Term”) unless the Company elects to terminate the License by giving 30 days’ written notice prior to commencement of a Renewal Term. In exchange for the License of the Technology, the Company shall issue to the Licensor 5,000,000consultant was issued 75,000 restricted shares of itsthe common stock valuedof the Company for services, at par valuea cost basis of $0.09 per share, at the effective date of the agreement, and shall issue to the Licensor an additional 1,000,000 restricted shares of its common stock, valued at par value per share, at the commencement of each Renewal Term.

On March 30, 2020, the Company issued 1,000 shares of its Series A Preferred Stock to Mark Palumbo, an officer and director of the Company. Based on the rights of the designation the shares of preferred stock were value at 60% of the value of the total common stock outstanding. The shares of common stock have a current fair value of $0.25 per shares resulting infor total non-cash expense of $2,765,250.$6,750.

On February 24, 2021, in connection with its qualified offering under Regulation A, the Company sold 2667 units to one investor at a price per unit of $0.75 per unit for aggregate proceeds of $2,000.25. Each unit is comprised of (i) 3 shares of the common stock of the Company and (ii) 1 warrant entitling the holder rights to purchase 1 share of the common stock.

During three months ended March 31, 2021, note holders converted $14,500 for 58,000 shares of common stock.

CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2021

NOTE 78 – PREFERRED STOCK

The Company has designated 1,000 shares of Series A Preferred Stock. The shares of Series A Preferred Stock have a par value of $0.0001 per share. The Series A Preferred Shares do not have a dividend rate or liquidation preference and are not convertible into shares of common stock. Series A Preferred Stock, voting together as a class, have the right to vote 60% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, the Company shall not adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least a majority of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Other than the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever.

CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2020

NOTE 89 – WARRANTS

On April 1, 2020,February 24, 2021, the Company entered into an agreement with an independent consultant pursuantsold 2667 units to whichone investor at a price per unit of $0.75 per unit for aggregate proceeds of $2,000.25. Each unit is comprised of (i) 3 shares of the consultant shall be paid a cash monthly retainercommon stock of $5,000 a monththe Company and shall be issued 110,000 warrants(ii) 1 warrant entitling the holder rights to purchase shares1 share of the common stock of the Company at an exercise price equal to $0.25 per share, subject to certain conditions regarding vesting. This agreement has$0.50 for a termperiod of 12 months and shall be automatically renewed on a month to month basis unless terminated upon 30 days’ written notice.

5 years from the date of issuance. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity. The warrants were fair valued at $25,038. The expense is being amortized over the one-year term of the agreement.$465. The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs:

CANNASSIST INTERNATIONAL CORP.

During the six months ended June 30, 2020, the Company issued 16,000 warrants in conjunction with the issuance of two convertible promissory notes (Note 5). The warrants have an exercise price of $0.50 and expire in five years. Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $2,762, accounted for in additional paid in capital.NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2021

The Black Scholes pricing model was used to estimate the fair value of the warrants issued with the following inputs: NOTE 9 – WARRANTS (CONTINUED)

A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below:

Activity for the sixthree months ended June 30, 2020March 31, 2021 is as follows: 

CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2020

NOTE 911 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following.

Subsequent to June 30, 2020, the Company issued convertible promissory notes for total proceeds of $15,500. The notes are unsecured, non-interest bearing and is due and payable in six months. If the loans are not repaid by the due date they can be converted into shares of common stock at $0.25 per share. In addition, the Company issued warrants to purchase 22,002 shares of common stock. The warrants have an exercise price of $0.50 and expire in five years.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above.

Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

·our future strategic plans

·our future operating results;

·our business prospects;

·our contractual arrangements and relationships with third parties;

·the dependence of our future success on the general economy;

·our possible future financings; and

·the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Executive Overview

CannAssist International Corporation (“CannAssist” or the "Company"Corp. (formerly Iris Grove Acquisition Corporation) (the “Company”) was incorporated on May 17, 2017 under the laws of the State of Delaware. The business purpose of the Company is to produce, sell and market its CBD based products. The Company's corporate offices are located at 855 South Mission Avenue, Suite #K400, Fallbrook CA 92028. The Company's email address is info@xceptorllc.com, and its website is xceptorcbd.com. The Company’s telephone number is 760-990-3091.

CannAssist produces and sells its cannabidiol ("CBD") product, “Cibidinol,” which is formulated based on a process developed by its founder Mark Palumbo.Palumbo (US Provisional Patent Number 62/581,605). CBD is a non-psychoactive compound found in hemp and cannabis.hemp. CannAssist’s initial research and development work, aimed at enhancing the bioavailability of desired molecular structures, resulted in the creation of a line of CBD products, most notably its CBD product, Cibidinol. Cibidinol will be available in a line of consumable and topical products that the Company believes will make enhanced CBD products more available and accessible to consumers.

The Company'sFor the period ended December 31, 2020, the Company’s independent auditors have issued a report raising substantial doubt about the Company'sCompany’s ability to continue as a going concern. At present, the Company has no operations and theThe continuation of the Company as a going concern is dependent upon financial support from its principal stockholders, its ability to obtain necessary equity financing, or its ability to continue operations and/orsell its services to successfully locate and negotiate with a business entity for the combination of that target company with it.generate consistent profitability.

Results of Operation for the Three Months Ended June 30,March 31, 2021 and 2020 and 2019

Revenues

For the three months ended June 30, 2020,March 31, 2021, the Company had revenues of $59,825,$217,973, and costs of revenue of $44,593 and gross margin of $15,232.$9,792. In comparison, for the three months ended June 30, 2019,March 31, 2020, the Company had revenuerevenues of $165,865, cost$210,087, and costs of revenue of $118,698 and$99,005. The increase in revenue is not material for the purposes of comparison.

For the three months ended March 31, 2021, the Company had a gross margin of $47,167.$208,181. In comparison, the three months ended March 31, 2020, the Company had a gross margin of $111,082. The increase in gross margin is a result of the decrease in revenue, cost of revenue, and gross margin resulted from changes in general economic conditions.

revenue.

General and administrative expenses

General and administrative expenses were $72,046$82,412 for the three months ended June 30, 2020March 31, 2021 compared to $73,484$82,377 for the three months ended June 30, 2019.March 31, 2020. The decreaseincrease in general and administrative expenses are negligibleis not material for the purposes of comparison.

General and administrative expenses to a related party, were $0 for the three months ended June 30, 2020 compared to $153,600 for the three months ended June 30, 2019. General and administrative expenses to a related party have decreased because the non-cash expense for stock issuance paid in 2019 in connection with a licensing agreement with an affiliate of the Company was a one-time expense. 

Commissions

Commission expense was $0 for the three months ended June 30, 2020March 31, 2021 compared to $314$4,373 for the three months ended June 30, 2019.March 31, 2020. Commission expense was paid to EME, LLC, a related party.

Professional fees

Professional fees were $24,240$42,370 for the three months ended June 30, 2020March 31, 2021 compared to $69,816$32,610 for the three months ended June 30, 2019.March 31, 2020. Professional fees consist of audit, accounting and legal fees. The fees have decreased with the decrease in services required to comply with SEC filing requirements during the relevant periods.

Net Loss

For the three months ended June 30, 2020, we realized a net loss of $83,570 as compared to a net loss of $250,563 for three months ended June 30, 2019. The decrease in net loss in the current period is due to the non-cash expense for stock issuance paid in 2018 in connection with a licensing agreement with an affiliate of the Company was a one-time expense and a decrease in other operating expenses in conjunction with the decrease in business activity.

Results of Operation for the Six Months Ended June 30, 2020 and 2019

Revenues

For the six months ended June 30, 2020, the Company had revenues of $269,912, costs of revenue of $143,598 and a gross margin of $126,314. In comparison, for the six months ended June 30, 2019, the Company had revenue of $438,678, cost of revenue of $328,568 and a gross margin of $110,110. The decrease in revenue cost of revenue and gross margin resulted from changes in general economic conditions.

General and administrative expenses

General and administrative expenses were $154,423 for the six months ended June 30, 2020 compared to $124,608 for the six months ended June 30, 2019 have increased with the recent increase in business activity.

General and administrative expensesprofessional fees are the result of increased fees related to becoming a related party were $0 for the six months ended June 30, 2020 compared to $154,100 for the six months ended June 30, 2019. General and administrative expenses to a related party have decreased because the non-cash expense for stock issuance paid in 2019 in connection with a licensing agreement with an affiliate of the Company was a one-time expense.

Commissions

Commission expense was $4,373 for the six months ended June 30, 2020 compared to $12,567 for the six months ended June 30, 2019. Commission expense was paid to EME, LLC, a related party

Professional fees

Professional fees were $56,850 for the six months ended June 30, 2020 compared to $105,032 for the six months ended June 30, 2018. Professional fees consist of audit, accounting and legal fees. The fees have decreased with the decrease in services required to comply with SEC filing requirements during the relevant periods.public company.

Preferred Stock

Preferred Stock expense was $0 for the three months ended March 31, 2021 compared to $2,765,250 for the sixthree months ended June 30, 2020 compared to $0 for the six months ended June 30, 2019.March 31, 2020. The preferred stock was issued to Mark Palumbo, a related party.party, and was a one-time expense.

Net Loss

For the sixthree months ended June 30, 2020,March 31, 2021, we realized a net lossincome of $2,858,939$75,243 as compared to a net loss of $286,713$2,775,369 for sixthree months ended June 30, 2019.March 31, 2020. The increasedecrease in net loss in the current period is primarily due to fact that the expense incurred in connection with the issuance of preferred stock.stock in 2020 was a one-time expense.

Liquidity and Capital Resources

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated revenues of $269,912$217,973 during the sixthree months ended June 30, 2020March 31, 2021 and had a net lossincome of $2,854,582$75,243 for the sixthree months ended June 30, 2020.March 31, 2021. The Company has an accumulated deficit of $3,281,451$3,258,159 as of June 30, 2020.March 31, 2021. The Company requires capital for its contemplated operational and marketing activities. The obtainment of additional financing, through an initialadditional capital raise, the successful development of the Company’s contemplated plan of operations, and its transition to the attainment of continued profitable operations are necessary for the Company to continue operations. There is no guarantee that the Company will be able to obtain the necessary financing or profitable operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

The Company used $94,676$166,550 of cash from operations for the sixthree months ended June 30, 2020.March 31, 2021. Net cash provided by financing activities for the sixthree months ended June 30, 2020March 31, 2021 was $32,342.$13,459.

As of June 30, 2019,March 31, 2021, the Company had $17,687$22,406 in cash.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes.  Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business.  We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies.  An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated.  We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

Off-Balance Sheet Arrangements 

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended June 30, 2020.March 31, 2021.

The following aspects of the Company were noted as potential material weaknesses:

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Controls

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended June 30, 2020,March 31, 2021, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of our property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In the first quarter of 2021, the Company issued a total of 58,000 shares of its restricted common stock, at a conversion price of $0.25 per share, to 10 investors in connection with the conversion of convertible promissory notes with an aggregate principal amount of $14,500 bearing an interest rate of 0% per annum. The shares were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

On AprilFebruary 24, 2021, in connection with its qualified offering under Regulation A, the Company sold 2667 units to 1 2020,investor at a price per unit of $0.75 per unit for aggregate proceeds of $2,000.25. Each unit is comprised of (i) 3 shares of the common stock of the Company and (ii) 1 warrant entitling the holder rights to purchase 1 share of the common stock of the Company at an exercise price equal to $0.50 for a period of 5 years from the date of issuance. The Company has not yet used the proceeds of this sale, but intends to use the proceeds for administrative purposes in connection with the operation of its business.

On February 8, 2021, the Company entered into an agreement with an independent consultant pursuant to which the consultant shall be paid a cash monthly retainer of $5,000 a month and shall bewas issued 110,000 warrants to purchase75,000 restricted shares of the common stock of the Company for services, at an exercise price equal to $0.25a cost basis of $0.09 per share, subject to certain conditions regarding vesting. This agreement has a termThe shares of 12 months and shall be automatically renewed on a monthcommon stock granted to month basis unless terminated upon 30 days’ written notice. These securitiesthis consultant were issued in reliance on the exemptionsexemption from registration under Section 4(a)(2).

On June 2, 2020, of the Company issued a convertible note payable to a third party for $10,000. The note is unsecured, non-interest bearing and is due and payable in six months. If the loan is not repaid by the due date is can be converted into shares of common stock at $0.25 per share. In addition, the Company issued warrants to purchase 13,500 shares of common stock. The warrants have an exercise price of $0.50 and expire in five years. These securities were issued in reliance on the exemptions from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.Securities Act.

On June 12, 2020, the Company issued a convertible note payable to a third party for $5,000. The note is unsecured, non-interest bearing and is due and payable in six months. If the loan is not repaid by the due date is can be converted into shares of common stock at $0.25 per share. In addition, the Company issued warrants to purchase 2,500 shares of common stock. The warrants have an exercise price of $0.50 and expire in five years. These securities were issued in reliance on the exemptions from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.

Subsequent to June 30, 2020, the Company issued convertible promissory notes for total proceeds of $15,500. The notes are unsecured, non-interest bearing and is due and payable in six months. If the loans are not repaid by the due date they can be converted into shares of common stock at $0.25 per share. In addition, the Company issued warrants to purchase 22,002 shares of common stock. The warrants have an exercise price of $0.50 and expire in five years. These securities were issued in reliance on the exemptions from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CANNASSIST INTERNATIONAL CORPORATION

19

18