UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2019~~2020

[ ]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: ~~333-208293~~000-55753

~~Canbiola, inc.~~Can B̅ Corp.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Florida

20-3624118

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

960 South Broadway, Suite 120

Hicksville, NY 11801

(Address of principal executive offices)

~~(516) 590-1846~~516-595-9544

(Registrant’s telephone number, including area code)

Canbiola, Inc.

(Former name, former address and former fiscal, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Tile of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CANB		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 [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
Emerging Growth Company	[X] ]
(Do not check if smaller reporting 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 [X] No

The number of shares of the registrant’s only class of common stock issued and outstanding as of August 14, ~~2019~~2020 was ~~671,319,774~~3,840,053 shares.

~~CANBIOLA, INC.~~Can B Corp

FORM 10-Q

June 30, ~~2019~~2020

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets June 30, ~~2019~~2020 and December 31, ~~2018~~2019	3
	Consolidated Statements of Operations – Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	4
	Consolidated Statement of Comprehensive Loss – Three and Six Months Ended June 30, 2020 and 2019	5
	Consolidated Statement of Stockholders’ Deficiency Six months ended June 30, 2020 and 2019	6
	Consolidated Statements of Cash Flows – Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	57
	Condensed Notes to Unaudited Consolidated Financial Statements.	68
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2326
Item 3	Quantitative and Qualitative Disclosures About Market Risk.	2528
Item 4	Controls and Procedures.	2528

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	2528
Item ~~1A.~~A.	Risk Factors	2528
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2528
Item 3.	Defaults Upon Senior Securities	2629
Item 4.	Mine Safety Disclosures	2629
Item 5.	Other Information	2629
Item 6.	Exhibits	2629

PART 1 - FINANCIAL INFORMATION

Item 1.Financial Statements.

~~Item 1. Financial Statements.~~

~~Canbiola, Inc.~~Can B̅ Corp. and Subsidiary

Consolidated Balance Sheets

June 30, 2019 December 31, 2018
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 413,098 $ 807,747
Accounts receivable, less allowance for doubtful accounts of $0 and $0, respectively 588,560 39,172
Inventory 87,854 87,104
Prepaid expenses - current 310,747 210,351
Other receivable - current 5,000 -
Total current assets 1,405,259 1,144,374

Property and equipment, at cost less accumulated depreciation of $48,512 and $20,248, respectively 991,811 59,619

Other assets:
Deposit - noncurrent 19,786 48,726
Prepaid expenses - noncurrent 2,688,565 2,365,719
Note receivable - noncurrent 19,390 19,389
Other receivable – noncurrent 15,225 -
Intangible assets, net of accumulated amortization of $7,160 and $0, respectively 191,495 -
Goodwill 55,849 55,849
Right-of-Use Asset, net of accumulated depreciation of $8,767 and $0, respectively 81,824 -
Total other assets 3,072,134 2,489,683

Total assets $ 5,469,204 $ 3,693,675

Liabilities and Stockholders’ Deficiency
Current liabilities:
Notes and loans payable $ 15,841 $ 19,205
Accounts payable 91,135 73,059
Accrued officers’ compensation 68,750 68,750
Other accrued expenses payable 33,177 43,778
Current portion of lease liability 32,552 -
Total current liabilities 241,455 204,792

Non-current portion of lease liability 50,582 -

Total liabilities 292,037 204,792

Commitments and contingencies (Notes 14)

Stockholders’ equity:
Preferred stock, authorized 5,000,000 shares:
Series A Preferred stock, no par value: authorized 20 shares, issued and outstanding 20 and 18 shares, respectively 5,539,174 4,557,424
Series B Preferred stock, $0.001 par value: authorized 500,000 shares, issued and outstanding 342,853 and 499,958 shares, respectively 322 479
Common stock, no par value; authorized 1,500,000,000 shares, issued and outstanding 595,171,059 and 440,566,325 shares, respectively 19,941,253 16,624,557
Additional Paid-in capital 872,976 872,976
Additional Paid-in capital – Stock Options (Note 11) 202,200 202,200
Accumulated deficit (21,378,758 ) (18,768,753 )
Total stockholders’ equity 5,177,167 3,488,883

Total liabilities and stockholders’ equity $ 5,469,204 $ 3,693,675

~~See notes to consolidated financial statements.~~

~~Canbiola, Inc. and Subsidiary~~

~~Consolidated Statements of Operations and Comprehensive Loss~~

~~(Unaudited)~~

Six Months Ended June 30, Three Months Ended June 30,
2019 2018 2019 2018
Revenues
Product Sales $ 1,147,139 $ 211,203 $ 631,779 $ 148,234
Service Revenue 3,600 12,757 1,800 5,957
Total Revenues 1,150,739 223,960 633,579 154,191
Cost of product sales 561,757 91,439 299,204 46,852
Gross Profit 588,982 132,521 334,375 107,339

Operating costs and expenses:
Officers and director’s compensation (including stock- based compensation of $834,230, $185,400, $336,882, and $0, respectively) 1,274,688 321,650 829,138 58,850
Consulting fees (including stock-based compensation of $953,914, $572,777, $388,138 and $344,869 respectively) 1,091,086 643,676 427,335 367,769
Advertising expense 153,762 37,008 127,374 14,675
Hosting expense 7,917 7,478 7,467 3,810
Rent expense 12,344 33,065 484 16,800
Professional fees 112,016 70,339 74,180 56,956
Depreciation of property and equipment 14,297 1,604 11,532 801
Amortization of intangible assets 7,160 - 4,966 -
Other 523,069 120,827 287,188 56,113

Total operating expenses 3,196,339 1,235,647 1,769,664 575,774

Loss from operations (2,607,357 ) (1,103,126 ) (1,435,289 ) (468,435 )

Other income (expense):
Interest income 317 5,024 317 2,512
Income from derivative liability - 844,051 - (231,655 )
Loss on stock issuance (185,104 ) (185,104 )
Loss on debt conversion (57,738 ) (57,738 )
Interest expense (including amortization of debt discounts of $0 and $54,165, respectively) (2,965 ) (70,425 ) (2,519 ) (34,456 )

Other income (expense) - net (2,648 ) 535,808 (2,202 ) (506,441 )

Loss before provision for income taxes (2,610,005 ) (567,318 ) (1,437,491 ) (974,876 )

Provision for income taxes - - - -

Loss and comprehensive loss $ (2,610,005 ) $ (567,318 ) (1,437,491 ) (974,876 )

Net income (loss) per common share - basic and diluted $ 0.00 $ 0.00 0.00 0.00

Weighted average common shares outstanding –
Basic 532,985,996 232,957,482 564,041,249 236,270,276
Diluted 781,082,928 371,751,524 715,286,813 377,833,277

~~See notes to consolidated financial statements.~~

~~Canbiola, Inc. and Subsidiary~~

~~Consolidated Statements of Cash Flows~~

~~(Unaudited)~~

Six Months Ended June 30,
2019 2018
Operating Activities:
Net loss $ (2,610,005 ) $ (567,318 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation, net of prepaid stock-
based consulting fees 1,553,216 758,177
Loss on stock issuance - 185,104
Loss on debt conversion - 57,738
Debt issuance expense - 14,000
Expense from derivative liability - (844,051 )
Depreciation of property and equipment - General 14,296 1,604
Depreciation of property and equipment - COGS 24,973 -
Amortization of intangible assets 7,160 -
Amortization of debt discounts - 54,165
Changes in operating assets and liabilities:
Accounts receivable (549,388 ) (8,057 )
Inventory (750 ) 2,712
Prepaid expenses (7,850 ) -
Other receivable (20,225 ) -
Security deposit 28,940 -
Accounts payable 18,076 (10,906 )
Accrued officers’ compensation - 72,500
Other accrued expenses payable (10,601 ) 10,607

Net cash used in operating activities (1,317,230 ) (273,725 )

Investing Activities: ��
Intangible assets additions (50,000 ) -
Fixed assets additions (962,698 ) (38,355 )

Net cash used in investing activities (1,012,698 ) (38,355 )

Financing Activities:
Repayments of notes and loans payable (3,364 ) -
Repayments of lease liability (7,457 ) -
Proceeds received from notes and loans payable - 135,000
Proceeds from sale of common stock 1,946,100 -
Proceeds from sale of Series B preferred stock - 249,000

Net cash provided by financing activities 1,935,279 384,000

Increase (decrease) in cash and cash equivalents (394,649 ) 71,920

Cash and cash equivalents, beginning of period 807,747 1,652

Cash and cash equivalents, end of period $ 413,098 $ 73,572

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ - $ -
Interest paid $ - $ -

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of common stock in acquisition of Intangible assets $ 148,655 $ -

Issuance of common stock in satisfaction of Officers compensation $ 54,340 $ -

Issuance of common stock in satisfaction of debt $ - $ 15,000

Issuance of common stock in satisfaction of directors’ fees $ - $ 202,800

Issuance of common stock in satisfaction of Accrued interest $ - 4,246

Issuance of common stock for services rendered $ 497,220 $ -

	(Unaudited) June 30,			December 31,
	2020			2019
Assets
Current assets:
Cash and cash equivalents	$	390,201		$	46,540
Accounts receivable, less allowance for doubtful accounts of $385,468 and $0, respectively		1,496,836			1,251,609
Inventory		373,833			784,497
Note Receivable		23,787			24,268
Deposit - current		312,655			-
Prepaid expenses - current		1,259,604			1,279,901
Total current assets		3,856,916			3,386,815

Property and equipment, at cost less accumulated depreciation of $178,065 and $116,555, respectively		1,030,519			1,075,242

Other assets:
Deposit - noncurrent		21,287			21,287
Prepaid expenses - noncurrent		591,819			1,179,929
Other receivable – noncurrent		23,581			58,206
Intangible assets, net of accumulated amortization of $479,679 and $202,521, respectively		980,591			1,056,562
Investment in Marketable Securities		550,000			-
Goodwill		55,849			55,849
Right-of-Use Asset, net of amortization of $25,208 and $6,280, respectively		78,052			96,980
Total other assets		2,301,179			2,468,813

Total assets	$	7,188,614		$	6,930,870

Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable		377,307			226,467
Accrued officers’ compensation		240,410			144,363
Other accrued expenses payable		28,886			61,557
Notes and loans payable		1,164,138			35,000
Current portion of lease liability		40,941			38,281
Total current liabilities		1,851,682			505,668

Long-term liabilities:
Non-current portion of lease liability		37,786			58,998
Notes and loans payable		354,840			-
Total long-term liabilities		392,626			58,998

Total liabilities		2,244,308			564,666

Commitments and contingencies (Notes 15)

Stockholders’ equity:
Preferred stock, authorized 5,000,000 shares:
Series A Preferred stock, no par value:
authorized 20 shares, issued and outstanding 20 shares, respectively		5,539,174			5,539,174
Common stock, no par value; authorized 1,500,000,000 shares, issued and outstanding 3,421,338 and 2,680,937 shares, respectively		24,056,211			23,113,077
Additional Paid-in capital		872,976			872,976
Additional Paid-in capital – Stock Options (Note 12)		202,200			202,200
Accumulated deficit		(25,726,255	)		(23,361,223	)
Total stockholders’ equity		4,944,306			6,366,204

Total liabilities and stockholders’ equity	$	7,188,614		$	6,930,870

See notes to consolidated financial statements.

~~Canbiola, Inc.~~Can B̅ Corp and Subsidiary

Consolidated Statements of Operations

(Unaudited)

	Six Months Ended June 30,						Three Months Ended June 30,
	2020			2019			2020			2019
Revenues
Product Sales	$	774,091		$	1,147,139		$	204,684		$	631,779
Service Revenue		700			3,600			400			1,800
Total Revenues		774,791			1,150,739			205,084			633,579
Cost of product sales		169,594			561,757			48,045			299,204
Gross Profit		605,197			588,982			157,039			334,375

Operating costs and expenses:
Officers and director’s compensation (including stock-based compensation of $622,671, $834,230, $30,000 and $336,882, respectively)		1,020,755			1,274,688			382,082			829,138
Consulting fees (including stock-based compensation of $353,116, $953,914, $181,764 and $388,138, respectively)		423,022			1,091,086			206,614			427,335
Advertising expense		260,035			153,762			141,205			127,374
Hosting expense		12,136			7,917			5,793			7,467
Rent expense		121,652			12,344			29,046			484
Professional fees		325,136			112,016			134,958			74,180
Depreciation of property and equipment		8,103			14,297			4,008			11,532
Amortization of intangible assets		277,158			7,160			147,192			4,966
Reimbursed Expenses		40,963			62,776			20,674			35,474
Other		347,703			460,293			204,940			251,714

Total operating expenses		2,836,663			3,196,339			1,276,512			1,769,664

Loss from operations		(2,231,466	)		(2,607,357	)		(1,119,473	)		(1,435,289	)

Other income (expense):
Interest income		441			317			221			317
Interest expense (including amortized finance cost of $69,645 $0, $58,967 and $0, respectively)		(82,782	)		(2,965	)		(68,898	)		(2,519	)

Other income (expense) - net		(82,341	)		(2,648	)		(68,677	)		(2,202	)

Loss before provision for income taxes		(2,313,807	)		(2,610,005	)		(1,188,150	)		(1,437,491	)

Provision for income taxes		1,225			-			275			-

Net Loss	$	(2,315,032	)	$	(2,610,005	)	$	(1,188,425	)	$	(1,437,491	)

Net loss per common share - basic	$	(.79	)	$	(1.47	)	$	(0.39	)	$	(0.76	)
Net loss per common share - diluted	$	(0.64	)	$	(1.00	)	$	(0.32	)	$	(0.60	)

Weighted average common shares outstanding –
Basic		2,947,930			1,776,620			3,079,235			1,880,137
Diluted		3,614,610			2,603,610			3,745,915			2,384,289

See notes to consolidated financial statements.

Can B̅ Corp and Subsidiary

Consolidated Statements of Comprehensive Loss

(Unaudited)

	Six Months Ended June 30,						Three Months Ended June 30,
	2020			2019			2020			2019

Net Loss	$	(2,315,032	)	$	(2,610,005	)	$	(1,188,425	)	$	(1,437,491	)
Other comprehensive loss:
Unrealized loss on marketable securities		(50,000	)		-			(42,500	)		-

Comprehensive Loss	$	(2,365,032		$	(2,610,005	)	$	(1,230,925	)	$	(1,437,491	)

See notes to consolidated financial statements.

Can B̅ Corp. and Subsidiary

Consolidated Statements of Stockholders’ Deficiency (Unaudited)

	Preferred Stock A						Preferred Stock B						Preferred Stock C				Common Stock, no				Additional
	, no par value						, $0.001 par value						, $0.001 par value				par value				Paid-in		Accumulated
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Capital		Deficit			Total

Six Months Ended June 30, 2020
Balance, January 1, 2020		20		$	5,539,174			-		$	-			-	$	-		2,680,937	$	23,113,077	$	1,075,176	($	23,361,223	)	$	6,366,204

Issuance of common stock in
2020 for services rendered																		190,888		315,615							315,615

Issuance of common stock in
2020 for 300:1 reverse stock split rounding																		2,460		-							-

Issuance of common stock in 2020 pursuant to First Fire
note agreement																		119,508		295,780				,			295,780

Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement																		142,545		80,182							80,182

Issuance of common stock in 2020 pursuant to Eagle Equities
note agreement																		20,000		8,745							8,745

Issuance of common stock in 2020 for acquisition of intangible assets																		235,000		201,187							201,187

Issuance of common stock in
2020 for compensation																		30,000		41,625							41,625

Net Loss																								(2,315,032	)		((2,315,032)

Other comprehensive loss																								(50,000	)		(50,000	)

Balance, June 30, 2020		20		$	5,539,174			-		$	-			-	$	-		3,421,338	$	24,056,211	$	1,075,176	($	25,726,255	)	$	4,944,306

Six Months Ended June 30, 2019

Balance, January 1, 2019		18		$	4,557,424			499,958		$	479			-	$	-		1,468,554	$	16,624,557	$	1,075,176	($	18,786,753	)	$	3,488,883

Issuance of common stock for retirement of Series A
Preferred Stock		(1	)		(10,500	)												33,333		10,500							-

Issuance of common stock for retirement of Series B Preferred Stock								(157,105	)		(157	)						67,405		157

Sale of common stock in Q1 & Q2 2019																		224,314		1,946,100							1,946,100
																											-
Issuance of common stock in 2019 for acquisition of
technology																		28,333		148,655							148,655

Issuance of common stock in 2019 for satisfaction of accrued
salaries																		2,227		54,340							54,340

Issuance of common stock in
2019 for compensation and services rendered																		159,737		1,156,944							1,156,944

Issuance of Series A Preferred stock pursuant to employment agreement		3			992,250																						992,250

Net loss																								(2,610,005	)		(2,610,005	)

Balance, June 30, 2019		20		$	5,539,174			342,853		$	322			-	$	-		1,983,903	$	19,941,253	$	1,075,176	($	21,378,758	)	$	6,366,204

See notes to consolidated financial statements.

Can B̅ Corp. and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,
	2020			2019
Operating Activities:
Net loss	$	(2,315,032	)	$	(2,610,005	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock-based compensation, net of prepaid stock- based consulting fees		975,787			1,788,144
Depreciation of property and equipment-General		8,103			14,296
Depreciation of property and equipment-COGS		53,407			24,973
Amortization of intangible assets		277,158			7,160
Amortization of original-issue-discount		69,645			-
Bad debt expense		131,985			-
Changes in operating assets and liabilities:
Accounts receivable		(377,212	)		(549,388	)
Inventory		410,664			(750	)
Prepaid expenses		(10,140	)		(7,850	)
Security deposit		-			28,940
Other receivable		34,625			(20,225	)
Right-of-use asset		376			(7,457	)
Accounts payable		150,840			18,076
Accrued officer’s compensation		96,047			-
Other accrued expenses payable		(32,671	)		(10,601	)

Net cash used in operating activities		(526,418	)		(1,324,687	)

Investing Activities:

Note receivable		481			-
Fixed assets additions		(16,787	)		(962,698	)
Intangible assets additions		-			(50,000	)
Investment in marketable security		(600,000	)		-

Net cash used in investing activities		(616,306	)		(1,012,698	)

Financing Activities:
Proceeds received from notes and loans payable		1,657,840			-
Repayments of notes and loans payable		(70,000	)		(3,364	)
Note payable finance cost		(101,455	)		-
Proceeds from sale of common stock		-			1,946,100

Net cash provided by financing activities		1,486,385			1,942,736

Increase (Decrease) in cash and cash equivalents		343,661			(394,649	)

Cash and cash equivalents, beginning of period		46,540			807,747

Cash and cash equivalents, end of period	$	390,201		$	413,098

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid	$	1,225		$	-
Interest paid	$	13,137		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of common stock in acquisition of note payable (returnable shares)	$	312,655		$	-

Issuance of common stock in acquisition of note payable (commitment shares)	$	72,052		$	-

Amortization of prepaid issuance of common Stock for services rendered	$	618,547		$	497,220

Issuance of common stock in acquisition of intangible assets	$	201,187		$	148,635

Issuance of common stock in satisfaction of officer’s compensation	$	-		$	54,340

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiary

Notes to Consolidated Financial Statements

Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019

~~(Unaudited)~~

NOTE 1 – Organization and Description of Business

~~Canbiola, Inc.~~Can B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. Effective January 5, 2015, WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”), a New York corporation incorporated on April 2, 2008. The Company is in the process of dissolving Prosperity. The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company’s durable equipment products, such as sam® units with CBD infused pads, are marketed and sold through its ~~wholly owned~~wholly-owned subsidiaries, Duramed Inc. (incorporated ~~in or around~~on November 29, 2018) and DuramedNJ LLC (incorporated ~~in or around~~on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February1, 2019. The Company’s wholly owned subsidiary, Radical Tactical LLC (“Radical Tactical”), formed May 11, 2019, provides the marketplace with millennium targeted product lines such as vapes, gums, and kratom. The Company’s hemp aggregation business is run through NY Hemp Depot LLC (the “Hemp Depot”), which was formed inon or around July 11, 2019. The Company’s hemp farming business is run through Green Grow Farms, Inc. (“Green Grow Farms”), which was acquired in August, 2019.

Effective December 27, 2010, WRAP effected a ~~10 for 1~~10-for-1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a ~~1 for 10~~1-for-10 reverse stock split of its common stock. ~~The accompanying consolidated financial statements retroactively reflect these~~Effective March 6, 2020 Can B̅ Corp effected a 300:1 reverse stock ~~splits.~~split of its common stock.

On May 15, 2017, WRAP changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”, “we”, “us”, “our”, “CANB”, “Can B̅” or ~~“CANB” or “Canbiola”~~“Registrant”).

~~Canbiola~~Can B̅ specializes in the production and sale of a variety of ~~hemp derived Cannabidiol~~hemp-derived cannabidiol (“CBD”) products such as oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates. ~~Canbiola~~Can B̅ is developing its own line of proprietary products as well as seeking synergistic value through acquisitions in the ~~Hemp Industry. Canbiola~~hemp industry. Can B̅ aims to be the premier provider of the highest quality hemp CBD products on the market through sourcing the very best raw material and developing a variety of products we believe will improve people’s lives in a variety of areas.

~~The Company also owns document management and email marketing platforms which it is seeking to sell or repurpose.~~

For the periods presented, the assets, liabilities, revenues, and expenses are those of CANB. Prosperity, ~~and~~ Radical Tactical and NY Hemp Depot had no activity for the periods presented. Financial information for PHP, ~~Radical Tactical~~Duramed and ~~Duramed~~Green Grow Farms in the periods have been consolidated with the Company’s financials.

NOTE 2 – Going Concern Uncertainty

The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of June 30, ~~2019,~~2020, the Company had cash and cash equivalents of ~~$413,098~~$390,201 and a working capital of ~~$1,158,217.~~$2,005,234. For the ~~six months~~periods ended June 30, ~~2019~~2020 and ~~2018,~~2019, the Company had net loss of ~~$2,610,005~~$2,365,032 and ~~$567,318,~~$2,610,005, respectively. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through sales of shares of its common stock. Also, the Company plans to expand its operation of CBD products to increase its profitability. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – Summary of Significant Accounting Policies

(a) Principles of Consolidation

The consolidated financial statements include the accounts of CANB and its ~~wholly owned~~wholly-owned subsidiaries, Pure Health ~~products,~~Products, Duramed, Prosperity Radical Tactical and ~~Radical Tactical.~~Green Grow Farms. All intercompany balances and transactions have been eliminated in consolidation.

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value.

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

(d) Cash and Cash Equivalents

The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents.

(e) Accounts receivable

Accounts receivable are presented in the balance sheet net of the allowance for doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the industry, and the financial stability of its customers. Bad debt expense was $131,985 and $0 for the periods ended June 30, 2020 and 2019.

(f) Inventory

~~All inventories are~~Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method.

~~(f)~~(g) Prepaid expenses

Prepaid expenses include stock-based officer, employee and consulting compensation of $1,836,523 and $3,226,390 at June 30, 2020 and 2019, respectively. The Company’s policy is to record stock-based compensation as prepaids and expense over the term of employment and consulting agreements.

(h) Property and Equipment, Net

Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred.

~~(g)~~(i) Intangible Assets, Net

Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets.

~~(h)~~

(j) Marketable Securities

Marketable securities are recorded at fair value with unrealized gains and losses included in income. The Company has classified its investments in 1,000,000 shares of Iconic Brands, Inc. as trading securities.

(k) Goodwill ~~and Intangible Assets with Indefinite Lives~~

The Company does not amortize goodwill, ~~and intangible assets with indefinite useful lives,~~ but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded.

~~(i)~~(l) Long-lived Assets

The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value.

~~(j)~~(m) Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts.

Private Label Customers, Global CBD, LLC and TZ Wholesale, are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped.

Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured.

The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35 day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis.

~~(k)~~(n) Cost of Product Sales

The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products.

~~(l)~~(o) Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.”

In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

In accordance with ASC 505-50, the Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete.

Options and warrants

The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year:

Risk-Free Interest Rate.

We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards.

Expected Volatility.

We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock.

Dividend Yield.

We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero.

Expected Term.

The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant.

Forfeitures.

Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods.

~~(m)~~(p) Advertising

Advertising costs are expensed as incurred and amounted to ~~$153,762~~$260,035 and ~~$37,008~~$153,762 for the ~~period~~periods ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively.

~~(n)~~(q) Research and Development

Research and development costs are expensed as incurred. In the period ended June 30, ~~2019~~2020 and ~~2018,~~2019, the Company spent ~~$70,000~~$25,000 and ~~$12,500~~$70,000 in research and development which was expenses as spent, respectively.

~~(o)~~

(r) Income Taxes

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability.

~~(p)~~(s) Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 9, 10, 11 and ~~11)~~12).

~~(q)~~

(t) Reverse Stock-Split

On March 2, 2020, the Company filed an amendment to its Articles of Incorporation with the Florida Secretary of State to effect a 300-to-1 reverse stock split of its issued and outstanding, but not authorized, shares of Common Stock, as reported in the Company’s definitive Schedule 14C filed with the Securities and Exchange Commission on December 13, 2019.

All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect the reverse stock split for all periods presented.

(u) Recent Accounting Pronouncements

In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. As such, historical periods will continue to be measured and presented under the previous guidance while current and future periods subject to this new accounting guidance. Upon adoption we recorded a $100,681 right-of-use asset related to our one operating lease (see Note 14) and a $90,591 lease liability.

~~(r)~~(v) Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020.

(w) Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income.

NOTE 4 – Inventories

Inventories consist of:

June 30, 2019 December 31, 2018
Raw materials $ 86,454 $ 79,652

Finished goods 1,400 7,452
Total $ 87,854 $ 87,104

Inventories consist of:

	June 30, 2020		December 31, 2019
Raw materials	$	359,213	$	708,239
Finished goods		14,620		76,258

Total	$	373,833	$	784,497

NOTE 5 – Notes Receivable

Notes receivable consist of:

June 30, 2019 December 31, 2018
Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020 $ 19,389 $ 19,389

Total 19,389 19,389

Current portion of notes receivable - -
Noncurrent portion of notes receivable $ 19,389 $ 19,389

Notes receivable consist of:

	June 30, 2020			December 31, 2019
Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020	$	19,389		$	19,389

Note receivable dated February 8, 2019 from an employee, weekly installments of $1,200 with interest at 8% per annum.		2,898			4,879

Note receivable dated March 3, 2020 from an employee, weekly installments of $125 with interest at 0% per annum.		1,500			-

Total		23,787			24,268

Current portion of notes receivable		(23,787	)		(24,268	)
Noncurrent portion of notes receivable	$	-		$	-

Stock Market Manager, Inc is affiliated with Carl Dilley, a Company director. In 2018, the Company received services from Stock Market Manager valued at $19,611 in exchange for the cancellation of $19,611 in note receivables.

NOTE 6 – Property and Equipment, Net

Property and Equipment, net, consist of:

							June 30,			December 31,
	June 30, 2019			December 31, 2018			2020			2019

Furniture & Fixtures	$	19,018		$	19,018		$	21,724		$	19,018

Office Equipment		12,378			20,992			12,378			12,378

Manufacturing Equipment		243,825			46,384			363,798			355,016

Medical Equipment		773,869			-			783,782			783,782

Leasehold Improvements								26,902			21,603

Total		1,049,090			86,394			1,208,584			1,191,797

Accumulated depreciation		(57,279	)		(26,775	)		(178,065	)		(116,555	)

Net	$	991,811		$	59,619		$	1,030,519		$	1,075,242

NOTE 7 – Intangible Assets, Net

Intangible assets, net, consist of:

							June 30,			December 31,
	June 30, 2019			December 31, 2018			2020			2019

Video conferencing software acquired by Prosperity in December 2009	$	30,000		$	30,000		$	30,000		$	30,000

Enterprise and audit software acquired by Prosperity in April 2008		20,000			20,000			20,000			20,000

Patent costs incurred by WRAP		6,880			6,880			6,880			6,880

CBD Technology		198,655			-
Hemp license and technology								1,000,000			1,000,000

CBD technology								198,655			198,655

Platform account contract								131,812			-

Hemp processing use								69,375			-

Other		3,548			3,548			3,548			3,548

Total		259,083			60,428			1,460,270			1,259,083

Accumulated amortization and Impairment		(67,588	)		(60,428	)		(479,679	)		(202,521	)

Net	$	191,495		$	0		$	980,591		$	1,056,562

The CBD related technology were purchased from Hudilab, Inc. (“HUDI”) and Seven Chakras, LLC (“Seven Chakras”) during the three months ended March 31, 2019. On January 14, 2019, the Company and PHP (collectively, the “buyer”) entered into a License and Acquisition Agreement (the “LAA”) with HUDI. Pursuant to the LAA, HUDI will sell the technology owned by it to the buyer in exchange for ~~7,500,000~~25,000 shares of CANB common stock. On January 14, 2019, the shares were issued to the owner of HUDI and valued at $131,625. On January 31, 2019, PHP entered into an Asset Purchase Agreement (the ~~“Agreement”~~“Chakras Agreement”) with Seven ~~Chakras, LLC (“Seven Chakras”).~~Chakras. Pursuant to the Chakras Agreement, PHP purchased the rights and title to (i) Seven Chakras’ proprietary formulas, methods, trade secrets, and know-how related to the production of Seven Chakras’ products containing cannabidiol ~~(“CBD”)~~(CBD), (ii) Seven Chakras’ tradename, domain name, and social media sites, and (iii) other assets of Seven Chakras including but not limited to raw materials, equipment, packaging and labeling materials, mailing lists, and marketing ~~materials (collectively, the “Assets”).~~materials. On February 20, 2019, the Company issued ~~1,000,000~~3,333 shares of CANB common stock valued at $17,030 to owners of Seven Chakras as additional consideration, along with the $50,000 cash payments, pursuant to the ~~agreement.~~Chakras Agreement.

The hemp related license and technology was purchased from Shi Farms during the three months ended September 30, 2019. Hemp Depot has been amalgamated with Green Grow Farms, also a NY State Hemp License holder and intends to contract with farmers in New York to grow hemp under a controlled program of specific strains, cultured feminized seeds, proven technology, and access to processing for their crop. NY Hemp Depot under Green Grow Farms Inc.’s direction will amalgamate the cultivated off-take from the farmers, combine and fill “super-sacks” for shipping to a processing facility to produce high-grade isolate or distillate for use in Can B̅’s manufacturing facility in Lacey WA.

The hemp processing use agreement with Mediiusa Group, Inc. was entered during the three months ended June 30, 2020. On June 23, 2020, the Company issued 50,000 shares of CANB common stock valued at $69,375. Mediiusa Group, Inc. currently holds a valid Industrial Hemp Processor Registration in full force and effect with the State of New York under Registration: HEMP-P-000035 (the “Registration”) and is authorized to process Hemp, and has granted a five year agreement to processing of Hemp for oil, isolate, or crude for further use by the Company and/or for sale by the Company. During the Term of this Agreement, Mediiusa Group, Inc. agrees to allow CANB to process any and all of the subject Hemp under and/or in connection with the agreement under their above-mentioned Registration.

The platform account contract with SRAX, Inc. was entered during the three months ended June 30, 2020. On June 22, 2020, the Company issued 185,000 shares of CANB common stock valued at $131,812. The Platform Account is the SRAX Investors Relations platform to grant access to potential investors and customers via the SRAX website. SRAX grants Can B Corp a non-exclusive, non-transferable and non- sublicensable right to access and use the Platform during the Term, solely by the Authorized Users for User’s own internal business purposes, and in accordance with the terms and conditions of this Agreement. Company reserves all rights in or to the Platform not expressly granted to User in the Agreement. Can B will have previously unattainable access to its customer base for improved investor communication and development of sales opportunities of the Company’s products.

The other intangible assets relate to the document management and email marketing divisions. Since December 31, 2017, the Company do not expect any future positive cash flow from these divisions. Accordingly, the net carrying value of these intangible assets was reduced to $0.

NOTE 8 – Marketable Securities

Marketable securities consist of:

	June 30, 2020			December 31, 2019
Marketable securities, at cost	$	600,000		$	-
Unrealized losses		(50,000	)		-

Total marketable securities at fair value	$	550,000		$	-

NOTE 89 – Notes and Loans Payable

Notes and loans payable consist of:

June 30, 2019 December 31, 2018
Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due) 5,000 5,000

Note payable to Carl Dilley, a director of the Company, interest at 12.99% per annum, due February 1, 2021 7,841 10,899

Loan payable to Mckenzie Webster Limited (“MWL”), an entity controlled by the former Chairman of the Board of Directors of the Company, non-interest bearing, due on demand 3,000 3,000
Total $ 15,841 $ 18,899

Notes and loans payable consist of:

	June 30, 2020			December 31, 2019
Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due)	$	5,000		$	5,000

Note payable to FirstFire Global Opportunities Fund, LLC, net of original issue discount of $44,654, due September 1, 2020.		550,000			-

Loan payable to Pasquale Ferro, interest at 12% per annum, due December 2020.		153,000			30,000

Note payable to Labrys Fund, LP, net of original issue discount of $21,041, due October 21, 2020.		225,000			-

Note payable to EMA Financial, LLC, net of original issue discount of $10,522, due June 17, 2021.		115,000			-

Note payable to Eagle Equities, LLC, net of original issue discount of $27,645, due June 17, 2021.		220,000			-

Note payable to U.S. Small Business Administration (PPP), interest at 1% per annum. The note matures in May 2022. Payments are deferred for six months.		194,940			-

Note payable to U.S. Small Business Administration (EIDL), interest at 3.75% per annum. The note matures in June 2050. Payments are deferred for twelve months.		159,900			-

Total Notes and Loans Payable		1,622,840			35,000
Less: Unamortized Finance Cost		(103,862	)		-
Total Notes and Loans Payable - Net		1,518,978			35,000
Less: Current Portion		(1,164,138	)		(35,000	)
Long-term Portion	$	354,840		$	-

NOTE 910 – Preferred Stock

Each share of Series A Preferred Stock is convertible into ~~10,000,000~~33,334 shares of CANB common stock and is entitled to ~~20,000,000~~66,666 votes.

Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights.

~~On January 22, 2018,~~Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, ~~issued 87,368~~compared to shares of ~~CANB~~our common stock. Each Preferred Series BC share is convertible into 25,000 shares of common stock. The shares of Series C Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share.

On February 12, 2018, the Company issued 1 share of CANB Series A Preferred Stock to David Posel pursuant to a service agreement. The fair value of the issuance is $373,000 and will be amortized over the vesting period of four years.

On February 16, 2018, the Company issued 3 shares of CANB Series A Preferred Stock to Andrew Holtmeyer pursuant to a service agreement. The fair value of the issuance is $1,020,000 and will be amortized over the vesting period of one year.

On February 16, 2018, the Company issued 87,368 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share.

On March 20, 2018, the Company issued 87,368 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share.

On April 13, 2018, April 25, 2018, May 3, 2018, June 19, 2018 and June 25, 2018, RedDiamond Partners converted its 10,000 shares, 10,000 shares, 10,000 shares, 15,000 shares and 10,000 shares of CANB Series B Preferred Stock to 1,287,129 shares, 1,287,129 shares, 1,287,129 shares, 3,545,455 shares, and 2,363,636 shares of CANB common stock, respectively.

On May 14, 2018, the Company issued 1 share of CANB Series A Preferred Stock to a consultant pursuant to a Consulting Agreement dated May 11, 2018. The $150,000 fair value of the issuance was partially charged to consulting fees in the three months ended September 30, 2018.

~~From July 24, 2018 to September 26, 2018, RedDiamond Partners converted aggregately 263,263 shares of CANB Series B Preferred Stock to 53,839,743 shares of CANB common stock.~~

On August 28, 2018, September 14, 2018 and September 19, 2018, the Company issued 36,842 shares, 105,263 shares, and 105,263 shares of CANB Series B Preferred Stock, respectively, to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $35,000, $100,000 and $100,000, respectively, or $0.95 per CANB Series B Preferred share.

~~From October 2, 2018 to November 7, 2018, RedDiamond Partners converted aggregately 101,736 shares of CANB Series B Preferred Stock to 13,094,733 shares of CANB common stock.~~

On October 23, 2018 and November 14, 2018, the Company issued 200,000 shares and 52,500 shares of CANB Series B Preferred Stock, respectively, to RedDiamond Partners LLC (“RedDiamond”) in exchange for proceeds of $190,000 and $49,875, respectively, or $0.95 per CANB Series B Preferred share.

~~On December 28,2018, Marco Alfonsi converted 3 shares of CANB Series A Preferred Stock to 30,000,000 shares of CANB common stock.~~

On December 29, the Company issued 8 shares of CANB Series A Preferred Stock to three officers of the company (1 share to Stanley L. Teeple, 5 shares to Pasquale Ferro and 2 shares to Andrew Holtmeyer), pursuant to the employment agreements with them. The fair value of the issuance totaled at $4,624,000 and will be amortized over the vesting period of four years.have voting rights as if fully converted.

On January 28, 2019, the Company issued ~~10,000,000~~33,333 shares of CANB common stock to a consultant of the Company in exchange for the retirement of 1 share of CANB Series A Preferred Stock.

From February 21, 2019 to March 12, 2019, the Company issued aggregately ~~20,221,436~~67,405 shares of CANB common stock to RedDiamond in exchange for the retirement of 157,105 shares of CANB Series B Preferred Stock.

On May 28, 2019, the Company issued 3 shares of CANB Series A Preferred Stock to Stanley L. Teeple pursuant to the employment agreement with him. The fair value of the issuance totaled at $1,203,000 and will be amortized over the vesting period of four years.

On April 26, 2019, the Company issued ~~1,930,693~~6,436 shares of CANB common stock to RedDiamond in exchange for the retirement of 15,000 shares of CANB Series B Preferred Stock.

On May 1, 2019, the Company issued ~~2,574,257~~8,581 shares of CANB common stock to RedDiamond in exchange for the retirement of 20,000 shares of CANB Series B Preferred Stock.

On May 9, 2019, the Company issued ~~7,113,059~~23,710 shares of CANB common stock to RedDiamond in exchange for the retirement of 55,263 shares of CANB Series B Preferred Stock.

On June 7, 2019, the Company issued ~~3,217,822~~10,726 shares of CANB common stock to RedDiamond in exchange for the retirement of 25,000 shares of CANB Series B Preferred Stock.

~~NOTE 10 – Common Stock~~

On ~~February 7, 2018,~~August 13, 2019, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $9,825 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On February 9, 2018, the Company issued 3,000,000 and 3,000,000 shares of CANB common stock to its two directors for services rendered, respectively. The $101,400 fair value of each 3,000,000 shares of CANB common stock was charged to directors fees in the three months ended March 31, 2018. The shares issued to one of the directors were converted to options at June 11, 2018 (see Note 11).

On February 13, 2018, the Company issued 150,000 shares of CANB common stock to a consultant for services rendered. The $5,085 fair value of the 150,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On February 14, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $8,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On February 19, 2018, the Company issued 150,000 shares of CANB common stock to a consultant for services rendered. The $5,280 fair value of the 150,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On February 26, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $11,375 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On March 1, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $10,900 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended March 31, 2018.

On March 20, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $6,500 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended March 31, 2018.

~~On April 13, 2018, April 25, 2018, May 3, 2018, June 19, 2018 and June 25, 2018, the Company issued 1,287,129 shares, 1,287,129 shares, 1,287,129 shares, 3,545,455 shares, and 2,363,636~~97,607 shares of CANB common stock to RedDiamond in exchange for the retirement of ~~10,000 shares, 10,000 shares, 10,000 shares, 15,000 shares and 10,000 shares of CANB Series B Preferred Stock, respectively.~~

On May 9, 2018, the Company issued 125,000 shares of CANB common stock to a consultant for services rendered.. The $1,812 fair value of the 125,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On May 29, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $5,000 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On May 31, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $4,600 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended June 30, 2018.

On June 4, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $5,750 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On June 11, 2018, the Company agreed to issue 2,749,429 shares of CANB common stock to a lender in satisfaction of notes payable of $15,000 and accrued interest payable of $4,246. The shares was issued at August 24, 2018.

On June 18, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $6,250 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On June 22, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $8,250 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended June 30, 2018.

~~From July 24, 2018 to September 26, 2018, the Company issued aggregately 53,839,743 shares of CANB common stock to RedDiamond in exchange for the retirement of 263,263~~227,590 shares of CANB Series B Preferred Stock.

On ~~July 31, 2018,~~December 16, 2019, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $3,225 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended September 30, 2018.

On August 9, 2018, Company received a conversion notice from a lender. As a result, 9,544,292 shares of CANB common stock was issued to the lender in satisfaction of notes payable of $50,000 and accrued interest payable of $7,266 at August 21, 2018.

On August 28, 2018, the Company issued 2,000,000 shares of CANB common stock to a consultant for services rendered. The $159,600 fair value of the 2,000,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 6, 2018, the Company issued 300,000 shares of CANB common stock to a consultant for services rendered. The $16,500 fair value of the 300,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 6, 2018, the Company issued 500,000 shares of CANB common stock to a consultant for services rendered. The $27,500 fair value of the 500,000 shares of CANB common stock was charged to consulting fees in the three months ended September 30, 2018.

~~On September 6, 2018, the Company issued 8,430,331 shares of CANB common stock to a lender in satisfaction of notes payable of $38,500 and accrued interest payable of $7,867.~~

~~On September 7, 2018, the Company issued 5,121,694 shares of CANB common stock to a lender in satisfaction of notes payable of $25,000 and accrued interest payable of $3,169.~~

~~On September 7, 2018, the Company issued 10,045,667 shares of CANB common stock to a lender in satisfaction of notes payable of $50,000 and accrued interest payable of $10,274.~~

On September 8, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $11,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 10, 2018, the Company issued 500,000 shares of CANB common stock to a consultant for services rendered. The $19,950 fair value of the 500,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 17, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $10,750 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 18, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $13,725 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 20, 2018, the Company issued 7,407,407 shares of CANB common stock to an investor pursuant to a Stock Purchase Agreement dated September 17, 2018, in exchange for proceeds of $200,000, or $0.027 per CANB common share.

On September 21, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $14,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 25, 2018, the Company issued 2,000,000 shares of CANB common stock to a consultant for services rendered. The $97,400 fair value of the 2,000,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

~~From October 2, 2018 to November 7, 2018, the Company issued aggregately 13,094,733~~35,666 shares of CANB common stock to RedDiamond ~~in exchange~~as agreed for the early retirement ~~of 101,736 shares~~ of CANB Series B Preferred ~~Stock.~~Stock converted in August 2019.

From November 5, 2018 to December 28, 2018, the Company issued aggregately 2,125,000 shares of CANB common stock to multiple consultants for services rendered. The $80,665 fair value of the 2,125,000 shares of CANB common stock was partially charged to consulting fees in the three months ended December 30, 2018.

From December 3, 2018 to December 28, 2018, the Company issued aggregately 1,500,000 shares of CANB common stock to three board members for services rendered. The $62,342 fair value of the 1,500,000 shares of CANB common stock was charged to director fees in the three months ended December 30, 2018.

~~From December 3, 2018 to December 28, 2018, the Company issued aggregately 22,413,794 shares of CANB common stock to multiple investors pursuant to relative~~NOTE 11 – Common Stock ~~Purchase Agreements dated on various dates, in exchange for total proceeds of $650,000.~~

~~On December 11, 2018, the Company issued 891,089 shares of CANB common stock to RedDiamond in satisfaction of dividend payable of $9,000.~~

~~On December 19, 2018, the Company issued 891,089 shares of CANB common stock to Auctus, LLC pursuant to a cashless exercise of stock options.~~

On December 21, 2018, Company received a conversion notice from a lender. As a result, 9,372,100 shares of CANB common stock was issued to the lender in satisfaction of notes payable of $83,500 and accrued interest payable of $10,221.

~~On December 21, 2018, Company issued aggregately 4,370,629 shares of CANB common stock to four officers of the Company in satisfaction of accrued compensation of $192,300.~~

~~On December 28, 2018, the Company issued 3,096,827 shares of CANB common stock for the acquisition of Pure Health Products, LLC.~~

On December 28, 2018, the Company issued 245,789 shares of CANB common stock to an officer of the Company pursuant to the Employment Agreement dated December 29, 2018 with Andrew Holtmeyer. The $10,371 fair value of the issuance was charged to stock-based compensation in the three months ended December 31, 2018.

~~On December 29, the Company issued 30,000,000 shares of CANB common stock to Marco Alfonsi in exchange for the return of 3 shares of CANB Series A Preferred Stock owned by Marco Alfonsi.~~

From January 4, 2019 to March 27, 2019, the Company issued aggregately ~~41,431,994~~138,107 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $1,196,100.

On January 14, 2019, the Company issued ~~7,500,000~~25,000 shares of CANB common stock to Hudilab, Inc. (“HUDI”), pursuant to a License and Acquisition Agreement for purchase of the technology owned by HUDI.

From January 18, 2019 to March 17, 2019, the Company issued aggregately ~~24,600,000~~82,000 shares of CANB common stock to multiple consultants for services rendered.

From January 19, 2019 to March 27, 2019, the Company issued aggregately ~~1,167,959~~3,893 shares of CANB common stock to employee and officers of the Company pursuant to employee agreement and in satisfaction of accrued compensation for the quarter ended March 31, 2019.

On February 5, 2019, the Company issued ~~2,000,000~~6,667 shares to the owner of TZ Wholesale LLC, pursuant to a Memorandum of Understanding (the “MOU”) dated November 9, 2018.

On February 20, 2019, the Company issued ~~1,000,000~~3,333 shares of CANB common stock to owners of Seven Chakras pursuant to ~~an Asset Purchase~~the Chakras Agreement ~~(the “Agreement”) with Seven Chakras, LLC~~ dated January 31, 2019.

From April 1, 2019 through June 30, 2019 the ~~company~~Company issued an aggregate of ~~15,511,767~~51,706 shares of CANB Common Stock to multiple consultants for services rendered.

From April 1, 2019 through June 30, 2019, the Company issued an aggregate of ~~4,174,886~~13,916 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From April 1, 2019 through June 30, 2019, the Company issued an aggregate of ~~1,384,621~~4,615 shares of Common Stock under the terms of executive employment agreements.

From April 1, 2019 through June 30, 2019, the Company issued an aggregate of ~~25,862,071~~86,207 shares of CANB shares under the terms of the Stock Purchase Agreements for total proceeds of $750,000.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,061 shares of CANB Common Stock to multiple consultants for services rendered.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,333 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 16,000 shares of Common Stock under the terms of executive employment agreements.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 155,241 shares of CANB shares under the terms of the Stock Purchase Agreements for total proceeds of $1,350,600.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 40,247 shares of CANB shares under the terms of the Joint Venture Agreement.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 122,258 shares of CANB Common Stock to multiple consultants for services rendered.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 14,167 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 5,000 shares of Common Stock under the terms of executive employment agreements.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 125,000 shares of CANB Common Stock under the terms of an inventory purchase agreement for total proceeds of $487,500.

From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 27,500 shares of CANB Common Stock to multiple consultants for services rendered.

From January 1, 2020 through March 31, 2020, the company issued an aggregate of 31,335 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 20,000 shares of CANB Common Stock to First Fire Global Opportunities Fund, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 99,508 shares of CANB Common Stock to FirstFire Global Opportunities Fund, LLC for returnable shares pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 111,734 shares of CANB Common Stock to multiple consultants for services rendered.

From April 1, 2020 through June 30, 2020, the company issued an aggregate of 20,319 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 30,000 shares of CANB Common Stock to an employee for services rendered.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 185,000 shares of CANB Common Stock to SRAX, Inc. according to a platform access agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 50,000 shares of CANB Common Stock to Mediiusa Group, Inc. according to a hemp processing use agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 24,545 shares of CANB Common Stock to Labrys Fund, L.P. for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 118,000 shares of CANB Common Stock to Labrys Fund, L.P. for returnable shares pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 20,000 shares of CANB Common Stock to Eagle Equities, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

NOTE 1112 – Stock Options and Warrants

A summary of stock options and warrants activity follows:

Shares of Common Stock Exercisable Into
Stock
Options Warrants Total
Balance, December 31, 2017 50,000 247,500 297,500
Granted in 2018 6,000,000 2,850,000 8,850,000
Cancelled in 2018 - - -
Exercised in 2018 - (850,000 ) (850,000 )

Balance, December 31, 2018 6,050,000 2,247,500 8,297,500
Granted in Q1 & Q2 2019 - - -
Cancelled in Q1& Q2 2019 (50,000 ) - (50,000 )
Exercised in Q1 & Q2 2019 - - -

Balance, June 30, 2019 6,000,000 2,247,500 8,247,500

	Shares of Common Stock Exercisable Into
	Stock
	Options			Warrants		Total
Balance, December 31, 2019		20,167			7,492		27,659
Granted in 2019		56,667			-		56,667
Cancelled in 2019		(167	)		-		(167	)
Exercised in 2019		-			-		-

Balance, December 31, 2019		76,667			7,492		84,159
Granted in Q1 & Q2 2020		-			-		-
Cancelled in Q1 & Q2 2020		-			-		-
Exercised in Q1 & Q2 2020		-			-		-

Balance, June 30, 2020		76,667			7,492		84,159

Issued and outstanding stock options as of June 30, ~~2019~~2020 consist of:

Year	Number Outstanding		Exercise		Year of		Number Outstanding		Exercise		Year of
Granted	And Exercisable		Price		Expiration		And Exercisable		Price		Expiration

2018		6,000,000	$	0.001		2023		20,000	$	0.3		2023
2019								56,667	$	0.3		2022
								76,667

On June 11, 2018, the Company granted ~~3,000,000~~10,000 options of CANB common stock to Carl Dilley, a former director of the Company, in exchange for the retirement of a total of ~~3,000,000~~10,000 shares of CANB common stock from Carl Dilley. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of ~~$0.001~~$0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire June 11, 2023. The value of the Stock Options ($84,000) were calculated using the Black Scholes option pricing model and the following assumptions: (i) ~~$0.028~~$8.40 share price, (ii) 5 years term, (iii) 262.00% expected volatility, (iv) 2.80% risk free interest rate and the difference between this value and the fair value of retired shares was expensed in the quarterly period ended June 30, 2018.

On October 21, 2018, the Company granted ~~3,000,000~~10,000 options of CANB common stock to Stanley L. Teeple, an officer and Director of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of ~~$0.001~~$0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire October 1, 2023. The values of the Stock Options ($118,200) were calculated using the Black Scholes option pricing model and the following assumptions: (i) ~~$0.0395~~$11.82 share price, (ii) 5 years term, (iii) 221.96% expected volatility, (iv) 3.05% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2018

On September 9, 2019, the Company granted 26,667 options of CANB common stock to Johnny Mack, a former officer of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire September 9, 2022. The values of the Stock Options ($192,000) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $7.20 share price, (ii) 3 years term, (iii) 242% expected volatility, (iv) 1.46% risk free interest rate and the fair value of options was expensed in the quarterly period ended September 30, 2019.

On October 15, 2019, the Company granted 10,000 options of CANB common stock each to Frederick Alger Boyer, Jr., Ronald A. Silver and James F. Murphy, directors of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire October 15, 2022. The values of the Stock Options ($63,000 each) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $6.30 share price, (ii) 3 years term, (iii) 242% expected volatility, (iv) 1.60% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2019.

Issued and outstanding warrants as of June 30, ~~2019~~2020 consist of:

Year	Number Outstanding		Exercise			Year of		Number Outstanding		Exercise			Year of
Granted	And Exercisable		Price			Expiration		And Exercisable		Price			Expiration

2010		247,500	$	1.00			2020		825	$	300		2020
2018		2,000,000	$	0.04345	(a)		2023		6,667	$	13.034	(a)	2023

Total		2,247,500							7,492

(a) 110% of the closing price of the Company’s common stock on the date that the Holder funds the full purchase price of the Note.

NOTE 1213 – Income Taxes

No provisions for income taxes were recorded for the periods presented since the Company incurred net losses in those periods.

The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21% ~~and 35%~~ to pretax income (loss) as follows:

Six Months June 30,
2019 2018

Expected income tax (benefit) at 21% $ (548,101 ) $ 85,587

Non-deductible stock-based compensation 375,510 90,449

Non-deductible amortization of debt discounts - 5,977

Non-deductible amortization of intangible assets - -

Non-deductible expense from derivative liability - (225,898 )

Increase in deferred income tax assets valuation allowance 172,591 43,885

Provision for (benefit from) income taxes $ - $ -

	Six Month Ended June 30,
	2020			2019

Expected income tax (benefit) at 21%	$	(486.157	)	$	(246,228	)

Non-deductible stock-based compensation		204,915			173,921

Increase in deferred income tax assets
valuation allowance		281,242			72,307

Provision for (benefit from) income taxes	$	-		$	-

Deferred income tax assets consist of:

							June 30,			December 31,
	June 30, 2019			December 31, 2018			2020			2019

Net operating loss carryforward		1,817,184			1,644,593		$	1,581,410		$	1,300,168

Valuation allowance		(1,817,184	)		(1,644,593	)		(1,581,410	)		(1,300,168	)

Net	$	-		$	-		$	-		$	-

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred income tax asset of ~~$1,817,184~~$1,581,410 attributable to the future utilization of the ~~$5,608,796~~$7,530,518 net operating loss carryforward as of June 30, ~~2019~~2020 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred income tax asset in the financial statements at June 30, ~~2019.~~2020. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in years 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2033, 2034, 2035, 2036, 2037, 2038, 2039 and ~~2039~~2040 in the amount of $1,369, $518,390, $594,905, $686,775, $159,141, $151,874, $135,096, $166,911, $311,890, $25,511, $338,345, ~~$386,297, $496,798, $713,162~~$381,638, $499,288, $716,858, $1,503,282, and ~~$821,862,~~$1,339,245, respectively.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

The Company’s U.S. Federal and state income tax returns prior to ~~2014~~2015 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The statute of limitations on the ~~2014~~2015 tax year returns expired in September ~~2018.~~2019.

The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the consolidated balance sheets. There were no interest or penalties paid during ~~2018~~2020 and ~~2017.~~2019.

NOTE 1314 – Segment Information

The Company has one reportable segment: Durable Equipment Products.

The accounting policies of the segment described above are the same as those described in Summary of Significant Accounting Policies in Note 3. The Company evaluates the performance of the Durable Equipment Products segment based on income (loss) before income taxes, which includes interest income.

	Durable Equipment Products
Three months ended March 31, ~~2019~~2020
Revenue from external customers		~~297,513~~443,742
Revenue from other segments		-
Segment profit		~~190,627~~259,489
Segment assets		~~517,899~~2,259,478

Six months ended June 30, ~~2019~~2020
Revenue from external customers		~~604,792~~527,942
Revenue from other segments		-
Segment profit		~~284,101~~278,337
Segment assets		~~773,869~~2,228,575

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019		Three Months Ended June 30, 2020		Six Months Ended June 30, 2020

Total profit for reportable segment	$	93,500	$	284,101	$	18,848	$	279,190
Other income		26		26
Other income (expense) - net						-		(853	)

Income before income taxes	$	93,526	$	284,127	$	18,848	$	278,337

NOTE 1415 – Commitments and Contingencies

Employment Agreements

On October 3, 2017, the Company executed an Executive Employment Agreement with Marco Alfonsi (“Alfonsi”) for Alfonsi to serve as the Company’s chief executive officer and interim chief financial officer and secretary for cash compensation of $10,000 per month. Pursuant to the agreement, the Company issued a share of CANB Series A Preferred Stock to Alfonsi on October 4, ~~2017 (see Note 9).~~2017. Alfonsi may terminate his employment upon 30 days written notice to the Company. The Company may terminate Alfonsi’s employment upon written notice to Alfonsi by a vote of the Board of Directors. At ~~November 12,~~October 21, 2018, this ~~Agreement~~former agreement was terminated due to the execution of a new Employment Agreement with Marco Alfonsi for Alfonsi to serve as the Company’s chief executive officer and chairman of the board for cash compensation of $15,000 per month. Pursuant to the new agreement, three of the eight previously issued shares of CANB Series A Preferred Stock ~~will be~~were returned to the Company and converted into 30,000,000 common shares. ~~On December~~ Alfonsi may terminate his employment upon 30 days written notice to the Company. The ~~Agreement~~new agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Alfonsi, and also can be terminated by the Company due to the failure or neglect of Mr. Alfonsi to perform his duties, or due to the misconduct of Mr. Alfonsi in connection with the performance.

On February 12, 2018, the Company executed an Executive Service Agreement (“Posel Agreement”) with David Posel. The Posel Agreement provides that Mr. Posel services as the Company’s Chief Operating Officer for a term of 4 years. The Posel Agreement also provides for compensation to Mr. Posel of $5,000 cash per month and the issuance of 1 share of Series A Preferred Stock at the inception of the Posel Agreement. The Posel Agreement can be terminated upon the resignation or death of Mr. Posel, and also can be terminated by the Company due to the failure or neglect of Mr. Posel to perform his duties, or due to the misconduct of Mr. Posel in connection with the performance. On February 12, 2018, 1 share of CANB Series A Preferred Stock were issued to Mr. ~~Posel (see Note 9).~~Posel. Since execution of the Posel Agreement, Mr. Posel has been re-assigned to COO for Pure Health Products, the Company’s subsidiary.

On February 16, 2018, the Company executed an Executive Service Agreement (“Holtmeyer Agreement”) with Andrew WW. Holtmeyer. The Holtmeyer Agreement provides that Mr. Holtmeyer ~~services~~serves as the Company’s Executive Vice President Business for a term of 3 years. The Holtmeyer Agreement also provides for compensation to Mr. Holtmeyer of $10,000 cash per month and the issuance of 3, 2 and 1 share of Series A Preferred Stock at the beginning of each year. The Holtmeyer Agreement can be terminated upon the resignation or death of Mr. Holtmeyer, and also can be terminated by the Company due to the failure or neglect of Mr. Holtmeyer to perform his duties, or due to the misconduct of Mr. Holtmeyer in connection with the performance. At December 29, 2018, this Holtmeyer Agreement was terminated due to the execution of a new Employment Agreement with Andrew W Holtmeyer. The ~~Agreement~~second agreement provides that Mr. Holtmeyer ~~services~~serves as the Company’s Executive Vice President Business for a term of 4 years. The ~~Agreement~~second agreement also provides for compensation to Mr. Holtmeyer of $15,000 cash per month and the issuance of ~~245,789~~829 shares of common stock upon signing of the agreement. Effective April 1, 2020, Mr. Holtmeyer’s compensation was changed to a straight commission on sales and collection based upon his efforts in lieu of any base compensation. He also received no further Company benefits but does retain his previously issued five shares of Series Preferred A Stock.

On October 15, 2018, the Company executed an Employment Agreement (“Teeple Agreement”) with Stanley L. Teeple. The Teeple Agreement provides that Mr. Teeple services as the Company’s Chief Financial Officer and Secretary for a term of 4 years. The Teeple Agreement also provides for compensation to Mr. Teeple of $15,000 cash per month and the issuance of 1 share of Series A Preferred Stock proportionately vesting over four years beginning December 31, 2018 upon execution of the Teeple Agreement. The Teeple Agreement can be terminated upon the resignation or death of Mr. Teeple, and also can be terminated by the Company due to the failure or neglect of Mr. Teeple to perform his duties, or due to the misconduct of Mr. Teeple in connection with the performance. In May 2019 Mr. Teeple was granted an additional 3 shares of Series A Preferred.

On December 28, 2018, the Company executed an Employment Agreement (“Ferro Agreement”) with Pasquale Ferro for Mr. Ferro to serve as Pure Health Products’ president for cash compensation of $15,000 per month and the total issuance of 5 share of Series A Preferred Stock proportionately vesting at the beginning of each year for a term of 4 years. Mr. Ferro may terminate his employment upon 30 days written notice to the Company. The Ferro Agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Ferro, and also can be terminated by the Company due to the failure or neglect of Mr. Ferro to perform his duties, or due to the misconduct of Mr. Ferro in connection with the performance.

Effective September 6, 2019 (the “Effective Date”), Can B̅ Corp. (the “Company” or “CANB”) approved the appointment of Johnny J. Mack (“Mack”) as its President and Chief Operating Officer. Mack had been serving as the Company’s interim COO. The Company and Mack have entered into a new Employee Services Agreement (the “Mack Agreement”) to memorialize the terms of the foregoing. In consideration for Mack’s services, Mack would (i) receive a base salary of $15,000 per month, subject to increase after each yearly anniversary of the Agreement, (ii) be eligible to receive annual cash or stock bonuses, (iii) be entitled to four weeks’ vacation time and five paid days for illness in accordance with the Company’s policies, and (iv) receive a total of 106,667 options (“Mack Options”) to purchase shares of the Company’s common stock, with 26,667 Mack Options vesting on the effective date and additional tranches of 26,667 Mack Options vesting on each of the first, second, and third anniversaries of the Effective Date, assuming Mack’s continued employment. Each Option is exercisable at a price of $0.30 per share. The Company also agreed to hold harmless and indemnify Mack as authorized or permitted by law and the Company’s governing documents, as the same may be amended from time to time, except for acts constituting negligence or willful misconduct by Mack. The Company agreed to pay Mack a severance in the event the Mack Agreement is terminated by the Company without cause or by Mack for “good reason” or by reason of Mack’s death or disability. On October 4, 2019 Mack resigned from all of his officer and director positions and the Company settled his termination for payment of all accrued expenses, payout of all accrued time and base compensation of $13,315 and retention of his already earned 26,667 options. Mr. Mack has left the Company.

In addition, on October 10^th, 2019 the Company appointed Philip Scala as its interim COO. Mr. Scala has acted as founder and CEO of Pathfinder Consultants International, Inc. (“Pathfinder”) since 2008. Pathfinder offers unique expertise and delivers the information you need to make informed decisions, whether in times of crisis or in the course of simply running your business. Prior to forming Pathfinder, Mr. Scala served the United States both as a Commissioned Officer in the US Army for five years followed by his 29 years of service with the FBI. Mr. Scala received his bachelor’s degree and Master of Business Administration in accounting from St. John’s University, he also earned a Master of Arts degree in Psychology from New York University. The Company has entered into an employment agreement with Mr. Scala. Pursuant to the agreement, Mr. Scala will receive a base salary of $2,500 per month. He will be entitled to incentive bonuses and pay increases in accordance with the Company’s normal policies and procedures. Mr. Scala will also receive options to buy 1,667 common shares of the Company at a price of $0.30 for a period of three years. The initial term of the agreement is for 90 days. The agreement renews for additional 90-day periods unless terminated by either party. The agreement otherwise contains standard covenants and conditions.

Consulting Agreements

On ~~September 6, 2017,~~July 15, 2020, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the “Advisory Agreement”). Pursuant to the Advisory Agreement, we agreed to pay the Consulting Firm a restricted common stock monthly fee of $5,000 per month for the initial 3 months., $6,250 per month for months 4-6., $7,500 per month for month 7 and after. At CANB’s option, the monthly fee may be payable in part or in whole in cash. Monthly Fee, such amount shall be paid via issuance of restricted common shares of CANB. The shares are to be issued in the name of Tysadco Partners. The number of common shares earned each month shall be calculated and issued on a quarterly basis prior to each 90-day period and based on the value at the closing price on the last day of the preceding period. All common shares earned by the Consultant pursuant to this Agreement shall be issued by CANB on a quarterly basis. CT shall not have registration rights, and the shares may be sold subject to Rule 144.

On December 8, 2019, the Company executed a Consulting Agreement with ~~T8 Partners LLC~~Seacore Capital, Inc. (“~~T8”~~Seacore”) for T8Seacore to serve as the Company’s consultant for stock compensation of a total of ~~10,000,000 restricted shares. Pursuant to the agreement, the Company issued 2,500,000~~8,333 restricted shares ~~of CANB common stock~~each quarter from 4^thquarter 2019 through 3^rd quarter 2020. The shares shall not have registration rights, and the shares may be sold subject to T8 on September 7, 2017. Effective October 27, 2017, the Company terminated the agreement due to non-performance by T8. The Company won the arbitration proceedings against T8 and T8 has been ordered to return its shares to the Company.Rule 144.

On November 9, 2017, the Company executed a Consulting Agreement with Healthcare Advisory Group Company (“Healthcare”) for Healthcare to serve as the Company’s consultant for stock compensation of a total of 5,000,000 restricted shares. Pursuant to the agreement, the Company issued 2,500,000 restricted shares of CANB common stock to Healthcare on November 9, 2017. Effective March 6, 2018, the Company terminated the agreement due to non-performance by Healthcare.

Lease Agreements

On December 1, 2014, Prosperity entered into a lease agreement with KLAM, Inc. for office space in Hicksville, New York for an initial term of one year commencing December 1, 2014. The lease provides for monthly rentals of $2,500 and provides Prosperity an option to renew the lease after the initial term. The Company has continued to occupy this space after November 30, 2015 under a month to month arrangement at $2,500 per month. ~~KLAM, Inc. is controlled by the wife of the Company’s chief executive officer Marco Alfonsi.~~This lease was terminated in January 2019.

On September 11, 2015, the Company executed a lease agreement with an unrelated third party for office space in Hicksville, New York for a term of 37 months. The lease provides for monthly rentals of $2,922 for lease year 1, $3,009 for lease year 2, and $3,100 for lease year 3. The lease also provides for additional rent based on increases in base year operating expenses and real estate taxes. On August 6, 2018, the Company renewed the lease agreement for a term of 36 months starting November 1, 2018. The lease provides for monthly rentals of $3,193 for lease year 1, $3,289 for lease year 2, and $3,388 for lease year 3. In October 2019, the Company modified and extended the lease agreement for a term of 30 months starting November 1, 2019. The lease provides for monthly rentals of $3,807.05 for year 1 and $3,921.26 for the remaining eighteen months. The original $100,681 right-of-use asset and $90,591 lease liability was adjusted to $103,260 with the modification.

The Company leases office space in numerous medical facilities under month-to-month agreements.

Rent expense for the ~~six months~~period ended June 30, 2020 and 2019 was $121,652 and ~~2018 was~~ $12,344, ~~and $33,065,~~ respectively.

At June 30, ~~2019,~~2020, the future minimum lease payments under non-cancellable operating leases were:

Year ended December 31, 2019		19,353
Year ended December 31, 2020		39,666	$	23,071
Year ended December 31, 2021		33,880		47,055

Year ended December 31, 2022				15,685
Total	$	92,899	$	85,811

The lease liability of ~~$83,134~~$78,727 at June 30, ~~2019~~2020 as presented in the Consolidated Balance Sheet represents the discounted (at our 10% estimated incremental borrowing rate) value of the future lease payments of ~~92,899~~85,811 at June 30, ~~2019.~~2020.

Major Customers

For the six months ended June 30, ~~2019,~~2020, there were no customers that accounted for more than 10% of total revenues.

For the six months ended June 30, ~~2018, one~~2020, there were no customer accounted for ~~approximately 14%~~more than 10% of total revenues.

NOTE 1516 – Related Party Transactions

~~ProAdvanced Group, Inc. (“PAG”)~~LI Accounting Associates, LLC (LIA), an entity controlled by a relative of the ~~Company’s chief executive officer,~~Managing Member PHP, is a ~~customer~~vendor of CANB. At June 30, ~~2019,~~2020, CANB ~~had~~has an account ~~receivable from PAG of $7,240.~~payable due to LIA totaling $6,600. For the six months ended June 30, ~~2019,~~2020, CANB had ~~revenues from PAG~~expenses to LIA of ~~$0.~~

Island Stock Transfer (“IST”), an entity controlled by Carl Dilley, a former Company director, is both a customer and vendor of CANB. At June 30, 2019, CANB had an account receivable from IST of $7,035. For the six months ended June 30, 2019, CANB had revenues from IST of $0.

~~Stock Market Manager, Inc. is also an entity controlled by Mr. Dilley. For the six months ended June 30, 2019, CANB had an account payable to Stock Market Manager Inc. of $1,676.~~$42,600.

During the six months ended June 30, ~~2019,~~2020, we had products and service sales to related parties totaling $0.

NOTE 17 – Subsequent Events

On July 11, 2019 the company formed a wholly owned subsidiary NY Hemp Depot LLC, a NV Corporation in accordance with the requirements of the July 3, 2019 Joint Venture with NY-Shi. LLC and EWSD I LLC for the purpose of cultivation and amalgamation of hemp biomass for processing in a Pueblo, CO facility.

~~On July 15, 2019, the Company amended its Articles of Incorporation to increase its authorized common stock to 1,500,000,000 shares.~~

In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through August 14, ~~2019,~~2020, the date on which these consolidated financial statements were available to be issued. ~~Except as disclosed above, there~~There were no material subsequent events that required recognition or additional disclosure in these consolidated financial ~~statements.~~statements as follows:

By written consent and after careful review by the majority of the Shareholders of Can B Corp., the Company Shareholders approved an Incentive Stock Option Plan to be administered at the direction of the Board of Directors, and also approved a Certificate of Amendment to the Certificate of Designation for the Company’s Preferred Series A stock.

The Company executed an exchange agreement whereby shares of Iconic Brands, Inc. held by the Company were exchanged for shares of stock in the Company held by Iconic Brands, Inc. The valuation of the respective shares were deemed to be an economic equal value exchange.

The Company’s Form A-1 was qualified on August 7, 2020.

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

~~General~~

~~Canbiola, Inc.~~Can B̅ Corp. was originally formed as a Florida corporation on October 11, 2005, under the name of WrapMail, Inc. Effective January 5, 2015, we acquired 100% ownership of Prosperity Systems, Inc., which the Company is in the process of dissolving. Effective December 28, 2018, we acquired 100% ownership of Pure Health Products. ~~The Company’s durable equipment products, such as sam® units with CBD infused pads, are marketed and sold through its wholly owned subsidiaries,~~In November 2018, we formed Duramed, Inc. ~~(incorporated in or around November 2018) and~~as a wholly-owned subsidiary. In May 2019, we formed DuramedNJ, LLC ~~(incorporated in or around May 2019) (collectively, “Duramed”). The Company’s wholly owned subsidiary,~~and Radical Tactical LLC, ~~(“Radical Tactical”),~~as wholly-owned subsidiaries. In July 2019, we formed ~~May, 2019 provides the marketplace with millennium targeted product lines such as vapes, gums, and kratom. The Company’s hemp aggregation business is run through~~ NY Hemp Depot LLC, ~~(the “Hemp Depot”)~~as a wholly-owned subsidiary. In August 2019, we acquired Green Grow Farms, Inc., ~~which was formed in or around July, 2019. The Company is presently in the process of dissolving Prosperity.~~as a wholly-owned subsidiary.

We manufacture and sell products containing CBD. We also provide document, project, marketing and sales management systems to our residual business clients through our website and proprietary software, which divisions are being wound down. The consolidated financial statements include the accounts of CANB and its wholly owned ~~subsidiaries for~~subsidiary Pure Health Products from the date of its acquisition on December 28, 2018.

Results of Operations

Three months ended June 30, 2020 compared with three months ended June 30, 2019.

~~Results of Operations~~

~~Three Months Ended June 30, 2019 compared with Three Months Ended June 30, 2018:~~

Revenues ~~increased $479,388~~decreased $428,495 from ~~$154,191 in 2018 to~~ $633,579 in ~~2019.~~2019 to $205,084 in 2020. The decrease was due to the impact of the COVID-19 outbreak.

Cost of product sales ~~increased $252,352~~decreased $251,159 from ~~$46,852 in 2018 to~~ $299,204 in 2019 to $48,045 in 2020 due to the ~~expansion of current product~~reduction in sales ~~and launch of new product sales in Duramed.~~caused by the Covid-19 outbreak.

Officers and director’s compensation ~~increased $770,288~~and payroll taxes decreased $447,056 from ~~$58,850 in 2018 to~~ $829,138 in ~~2019.~~2019 to $382,082 in 2020. The 2019 expense amount ($829,138) includes additional stock-based compensation ~~$571,810 paid~~of ($336,882) pursuant to ~~officers~~their respective employment agreements and ~~employees.~~related payroll taxes ($10,968). The ~~2018~~2020 expense amount ($~~58,850)~~382,082) includes additional stock-based compensation ~~$0 paid~~of ($30,000) pursuant to ~~the advisory board members.~~their respective employment agreements and related payroll taxes ($6,923).

Consulting fees ~~increased $59,566~~decreased $220,721 from ~~$367,769 in 2018 to~~ $427,335 in ~~2019.~~2019 to $206,614 in 2020. The 2019 expense amount ($427,335) includes stock-based compensation of $388,138, resulting from stock issued for the service of consultants. The ~~2018~~2020 expense amount ($~~367,769)~~206,614) includes stock-based compensation of ~~$344,869,~~$181,764, resulting from stock issued for the service of consultants.

Advertising expense increased ~~$112,699~~$13,831 from ~~$14,675 in 2018 to~~ $127,374 in ~~2019.~~2019 to $141,205 in 2020.

Hosting expense ~~increased $3,657~~decreased $1,674 from ~~$3,810 in 2018 to~~ $7,467 in ~~2019.~~2019 to $5,793 in 2020.

Rent expense ~~decreased $16,316~~increased $28,562 from ~~$16,800 in 2018 to~~ $484 in ~~2019.~~2019 to $29,046 in 2020.

Professional fees increased ~~$17,224~~$60,778 from ~~$56,956 in 2018 to~~ $74,180 in ~~2019.~~2019 to $134,958 in 2020.

Depreciation of property and equipment ~~increased $10,731~~decreased $7,524 from ~~$801 in 2018 to~~ $11,532 in ~~2019.~~2019 to $4,008 in 2020.

Amortization of intangible assets increased ~~$4,966~~$142,226 from ~~$0 in 2018 to~~ $4,966 in ~~2019.~~2019 to $147,192 in 2020.

Reimbursed expenses decreased $14,800 from $35,474 in 2019 to $20,674 in 2020.

Other operating expenses ~~increased $231,075~~decreased $46,774 from ~~$56,113 in 2018 to $287,188 in 2019. The increase was due largely to higher referral fees, travel expense, and news announcement fees~~$251,714 in 2019 ~~compared~~ to ~~2018.~~$204,940 in 2020.

Net loss ~~increased $462,615~~decreased $249,066 from ~~loss of $974,876 in 2018 to a loss of~~ $1,437,491 in ~~2019.~~2019 to $1,188,425 in 2020. The ~~increase~~decrease was due to the ~~$1,193,890 increase~~$493,152 decrease in total operating expenses ~~and~~offset by the ~~decrease of $504,239~~$66,475 increase in other expense – net, ~~from $506,441 other expense – net~~the $275 increase in ~~2018 to $2,202 other expense– net in 2019, offset by~~provision for income taxes and the ~~$227,036 increase~~$177,336 decrease in gross profit.

Six ~~Months Ended~~months ended June 30, ~~2019~~2020 compared with ~~Six Months Ended~~six months ended June 30, ~~2018:~~2019.

Revenues ~~increased $926,779~~decreased $375,948 from ~~$223,960 in 2018 to~~ $1,150,739 in ~~2019.~~2019 to $774,791 in 2020. The decrease was due to the impact of the COVID-19 outbreak.

Cost of product sales ~~increased $470,318~~decreased $392,163 from ~~$91,439 in 2018 to~~ $561,757 in 2019 to $169,594 in 2020 due to the ~~expansion of current product~~reduction in sales ~~and launch of new product sales in Duramed.~~caused by the Covid-19 outbreak.

Officers and director’s compensation ~~increased $718,110953,038~~and payroll taxes decreased $253,933 from ~~$321,650 in 2018 to~~ $1,274,688 in ~~2019.~~2019 to $1,020,755 in 2020. The 2019 expense amount ($1,274,688) includes additional stock-based compensation of ($834,230) ~~paid~~pursuant to ~~officers~~their respective employment agreements and ~~employees.~~related payroll taxes ($9,586). The ~~2018~~2020 expense amount ($~~321,650)~~1,020,755) includes additional stock-based compensation of ($~~185,400) paid~~622,671) pursuant to ~~the advisory board members.~~their respective employment agreements and related payroll taxes ($25,052).

Consulting fees ~~increased $447,410~~decreased $668,064 from ~~$643,676 in 2018 to~~ $1,091,086 in ~~2019.~~2019 to $423,022 in 2020. The 2019 expense amount ($1,091,086) includes stock-based compensation of $953,914, resulting from stock issued for the service of consultants. The ~~2018~~2020 expense amount ($~~643,676)~~423,022) includes stock-based compensation of ~~$572,777,~~$353,116, resulting from stock issued for the service of consultants.

Advertising expense increased ~~$116,754~~$106,273 from ~~$37,008 in 2018 to~~ $153,762 in ~~2019.~~2019 to $260,035 in 2020.

Hosting expense increased ~~$439~~$4,219 from ~~$7,478 in 2018 to~~ $7,917 in ~~2019.~~2019 to $12,136 in 2020.

Rent expense ~~decreased $20,721~~increased $109,308 from ~~$33,065 in 2018 to~~ $12,344 in ~~2019.~~2019 to $121,652 in 2020.

Professional fees increased ~~$41,677~~$213,120 from ~~$70,339 in 2018 to~~ $112,016 in ~~2019.~~2019 to $325,136 in 2020.

Depreciation of property and equipment ~~increased $12,693~~decreased $6,194 from ~~$1,604 in 2018 to~~ $14,297 in ~~2019.~~2019 to $8,103 in 2020.

Amortization of intangible assets increased ~~$7,160~~$269,998 from ~~$0 in 2018 to~~ $7,160 in ~~2019.~~2019 to $277,158 in 2020.

Reimbursed expenses decreased $21,813 from $62,776 in 2019 to $40,963 in 2020.

Other operating expenses ~~increased $402,242~~decreased $112,590 from ~~$120,827 in 2018 to $523,069 in 2019. The increase was due largely to higher referral fees, travel expense, and news announcement fees~~$460,293 in 2019 ~~compared~~ to ~~2018.~~$347,703 in 2020.

Net loss ~~increased $2,042,687~~decreased $294,973 from ~~loss of $567,318 in 2018 to a loss of~~ $2,610,005 in ~~2019.~~2019 to $2,315,032 in 2020. The decrease was due to the ~~$1,960,692 increase~~$359,676 decrease in total operating expenses ~~and the decrease of $538,456 in other income – net from $535,808 other income – net in 2018 to $2,648 other expense– net in 2019,~~ offset by the ~~$456,461~~$79,693, increase in other expense – net, the $1,225 increase in provision for income taxes and the $16,215 increase in gross profit.

Liquidity and Capital Resources

At June, ~~30, 2019, we~~2020, the Company had cash and cash equivalents of ~~$413,098~~$390,201 and a working capital of ~~$1,158,217.~~

$2,005,234. Cash and cash equivalents ~~decreased $394,649~~increased $343,661 from ~~$807,747~~$46,540 at December 31, ~~2018~~2019 to ~~$413,098~~$390,201 at June 30, ~~2019.~~2020. For the six months ended June 30, ~~2019, $1,935,279~~2020, $1,486,385 was provided by financing activities, ~~$1,012,698~~$526,418 was used in operating activities, and $616,306 was used in investing ~~activities, and $1,317,230 was used in operating~~ activities.

WeThe Company currently ~~have~~has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

We currently have ~~a commitment~~no commitments with ~~Shanghi Ipanda Corporation~~any person for ~~approximately $60,000 for the final payment on the automatic bottling equipment for Pure Health products.~~any capital expenditures.

We have no off-balance sheet arrangements.

Trend Information

The novel coronavirus disease of 2019 (“COVID-19”) outbreak has affected the Company’s operations as set forth above. The full impact of the COVID-19 outbreak continues to evolve. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the foreseeable future, however, as a direct result of medical offices closure in our primary area of operations, our sales for second quarter are down approximately 60% year over year and quarter over quarter. Our expectation that as business open, and in particular medical offices, that our recovery will progress in sync with the speed of the business openings.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of June 30, ~~2019,~~2020, our principal executive officer and principal financial officer conducted an evaluation regarding the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the evaluation of these controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

(B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting in our fiscal quarter for the period June 30, ~~2019~~2020 covered by this Quarterly Report on Form 10-Q, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide risk factors in this Form ~~10-Q.~~10-Q, however The Company has been directly impacted and has experienced moderate interruption during this challenging COVID-19 pandemic. In accordance with applicable federal and state guidelines, the Company has implemented and prioritized strict social distancing measures, good manufacturing practices, proper sanitization measures, and new manufacturing guidelines. Although several Company customers have experienced business shutdowns during the last few weeks, this had not dramatically impacted our online ordering and/or initiating new direct shipment orders.

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

Sales of unregistered securities during the six months ended June 30, ~~2019~~2020 are as follows:

From January 4, 2019 to March 27, 2019, the Company issued aggregately 41,431,994 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $1,196,100.

On January 14, 2019, the Company issued 7,500,000 shares of CANB common stock to Hudilab, Inc. (“HUDI”), pursuant to a License and Acquisition Agreement for purchase of the technology owned by HUDI.

~~From January 18, 2019 to March 17, 2019, the Company issued aggregately 24,600,000 shares of CANB common stock to multiple consultants for services rendered.~~

From January 19, 2019 to March 27, 2019, the Company issued aggregately 1,167,959 shares of CANB common stock to employee and officers of the Company pursuant to employee agreement and in satisfaction of accrued compensation for the quarter ended1, 2020 through March 31, ~~2019.~~

~~On February 5, 2019, the Company issued 2,000,000 shares to the owner of TZ Wholesale LLC, pursuant to a Memorandum of Understanding (the “MOU”) dated November 9, 2018.~~

On February 20, 2019, the Company issued 1,000,000 shares of CANB common stock to owners of Seven Chakras pursuant to an Asset Purchase Agreement (the “Agreement”) with Seven Chakras, LLC dated January 31, 2019.

~~From April 1, 2019 through June 30, 2019~~2020, the company issued an aggregate of ~~15,511,767~~27,500 shares of CANB Common Stock to multiple consultants for services rendered.

From January 1, 2020 through March 31, 2020, the company issued an aggregate of 20,000 shares of CANB Common Stock to FirstFire Global Opportunities Fund, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

From January 1, 2020 through March 31, 2020, the company issued an aggregate of 99,508 shares of CANB Common Stock to FirstFire Global Opportunities Fund, LLC for returnable shares pursuant to a junior convertible promissory note purchase agreement.

From April 1, ~~2019~~2020 through June 30, ~~2019,~~2020, the Company issued an aggregate of ~~4,174,886~~111,734 shares of CANB Common Stock to multiple consultants for services rendered.

From April 1, ~~2019~~2020 through June 30, ~~2019,~~2020, the Company issued an aggregate of ~~1,384,621~~30,000 shares of CANB Common Stock ~~under the terms of executive employment agreements.~~to an employee for services rendered.

From April 1, ~~2019~~2020 through June 30, ~~2019,~~2020, the Company issued an aggregate of ~~25,862,071~~185,000 shares of CANB Common Stock to SRAX, Inc. according to a platform access agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 50,000 shares ~~under~~of CANB Common Stock to Mediiusa Group, Inc. according to a hemp processing use agreement.

From April 1, 2020 through June 30, 2020, the ~~terms~~Company issued an aggregate of 24,545 shares of CANB Common Stock to Labrys Fund, L.P. for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 118,000 shares of CANB Common Stock ~~Purchase Agreements~~to Labrys Fund, L.P. for ~~total proceeds~~returnable shares pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of ~~$750,000.~~20,000 shares of CANB Common Stock to Eagle Equities, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

With respect to the transactions noted above, each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

~~3.1~~3.1A		Articles of Incorporation, as amended*amended(1)
3.1B		Articles of Amendment with Series C Certificate of Designation
3.2		Bylaws*Bylaws(2)
10.1		Hemp processing use agreement with Mediiusa Group, Inc.
10.2		Platform Account Contract with SRAX, Inc.
10.3		Stock Exchange Agreement with Iconic Brands, Inc.
31.1		Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*(1)		Filed with the Annual Report on Form 10-K filed with the SEC on April 2, 2020 and incorporated herein by reference.
(2)		Filed with the Form S-1 Registration Statement filed with the SEC on December 2, 2015 and incorporated herein by reference.

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.

	~~CANBIOLA, INC.~~Can B Corp.

Date: August 19, ~~2019~~2020	By:	/s/ Marco Alfonsi
		Marco Alfonsi, Chief Executive Officer

Date: August 19, ~~2019~~2020	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple, Chief Financial Officer

	Six Months June 30,
	2019			2018

Expected income tax (benefit) at 21%	$	(548,101	)	$	85,587

Non-deductible stock-based compensation		375,510			90,449

Non-deductible amortization of debt discounts		-			5,977

Non-deductible amortization of intangible assets		-			-

Non-deductible expense from derivative liability		-			(225,898	)

Increase in deferred income tax assets valuation allowance		172,591			43,885

Provision for (benefit from) income taxes	$	-		$	-