UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment No. 1)



☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended: December 31, 2019



or



☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _____________ to ___________________



Commission File No. 000-55740



CANNASSIST
INTERNATIONAL CORP.

(Exact name of registrant as specified in
its charter)



|Delaware                                                               | 82-1873116                                  
|---------------------------------------------------------------------- | --------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) | (I.R.S. Employer
        Identification No.)



1548 Loch Ness Dr.

Fallbrook, CA 92028

(Address of principal executive offices)



Issuer’s telephone number: 760-990-3091



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



Securities Registered pursuant to Section 12(g) of the Exchange
Act: Common Stock, $.0001 par value per share



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ̈
No x



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes  ̈
No x













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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).

Yes x
No  ̈





Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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   | ☒ | Smaller reporting company | ☒
|                        |   | Emerging growth 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 Act).

Yes  ̈
No x



As of June 30, 2019, the last business
day of the registrant’s most recently completed second fiscal quarter, there was no established public trading market for
the common stock of the registrant and therefore, an aggregate market value of the registrant’s common stock is not determinable.



At April 8, 2020, there were 18,435,000 shares of the registrant’s
common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



None


















EXPLANATORY NOTE



This
Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 (the “2019 Form 10-K”) originally filed on April 8, 2020 (the “Original Filing”)
by CannAssist International Corp., a Delaware corporation (“CannAssist,” the “Company,” “we,”
or “us”). We are filing this Amendment to revise our disclosures set forth in “ITEM 9A. Controls and Procedures”
to restate management’s conclusion that the Company’s disclosure controls and procedures and its internal control
over financial reporting were not effective at December 31, 2019 and to discuss remediation plans in place to address the material
weaknesses, including how long the Company estimates it will take to complete the plans.



Except as described above,
no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original
Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to
the filing of the Original Filing.



2







TABLE OF CONTENTS



|PART I                                                                                                                 |   
|---------------------------------------------------------------------------------------------------------------------- | --
|ITEM 1. BUSINESS                                                                                                       | 4 
|ITEM 1A. RISK FACTORS                                                                                                  | 17
|ITEM 1B. UNRESOLVED STAFF COMMENTS                                                                                     | 17
|ITEM 2. PROPERTIES                                                                                                     | 17
|ITEM 3. LEGAL PROCEEDINGS                                                                                              | 17
|ITEM 4. MINE SAFETY DISCLOSURES                                                                                        | 17
|PART II                                                                                                                |   
|ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED 
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY 
SECURITIES | 17
|ITEM 6. SELECTED FINANCIAL DATA                                                                                        | 19
|ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS                         | 19
|ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 
MARKET RISK                                                   | 28
|ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                    | 29
|ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE                          | 29
|ITEM 9A. CONTROLS AND PROCEDURES                                                                                       | 29
|ITEM 9B. OTHER INFORMATION                                                                                             | 31
|PART III                                                                                                               |   
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE 
GOVERNANCE                                                       | 31
|ITEM 11. EXECUTIVE COMPENSATION                                                                                        | 36
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               | 39
|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, 
DIRECTOR INDEPENDENCE                                        | 40
|ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                        | 43
|PART IV                                                                                                                |   
|ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                                       | 44



Throughout this report, unless otherwise
designated, the terms “we,” “us,” “our,” “the Company,” “our company”
and “CannAssist” refer to CannAssist International Corp. and its wholly owned subsidiary, Xceptor LLC, Inc. All amounts
in this report are in U.S. Dollars, unless otherwise indicated.





FORWARD-LOOKING STATEMENTS



This Annual Report on Form 10-K contains
“forward-looking statements.” The use of words such as “anticipates,” “estimates,” “expects,”
“intends,” “plans” and “believes,” among others, generally identify forward-looking statements.
These forward-looking statements are based on our management’s expectations and assumptions about future events as of the
date of this Annual Report on Form 10-K, which are inherently subject to uncertainties, risks and changes in circumstances that
are difficult to predict. Forward-looking statements include statements about our expectations, beliefs or intentions regarding
our product offerings, business, financial condition, results of operations, strategies or prospects. You can identify forward-looking
statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements
relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements
relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause
our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors
could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking
statements. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect
to future events and financial performance. We undertake no obligation to update, and we do not have a policy of updating or revising,
these forward-looking statements.





3







PART I



ITEM 1. BUSINESS.



THE BUSINESS



Corporate History and General Information



CannAssist International
Corp. was originally named Iris Grove Acquisition Corporation ("Iris Grove ") and incorporated on May 17, 2017 under
the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers
and acquisitions.



In July 2017, Iris
Grove Acquisition Corporation filed a registration statement with the Securities and Exchange Commission on Form 10-12g pursuant
to Securities Exchange Act of 1934 and became a public reporting company. In June 2018, the Company effected a change in control
of Iris Grove Acquisition Corporation. As part of that change in control, the then officers and directors of Iris Grove resigned
and the Company redeemed 20,000,000 shares of the then 20,000,000 shares of common stock outstanding. Mark Palumbo was appointed
the sole officer and director of the Company and the Company issued an aggregate of 3,000,000 shares of common stock to Mr. Palumbo.
In addition, the Company changed its name to CannAssist International Corp.



The Company's corporate
offices are located at 1548 Loch Ness Dr., Fallbrook, CA 92028. The Company's email address is info@xceptorllc.com, and its website
is xceptorcbd.com. The Company’s telephone number is 760-990-3091.



Business Combination with Xceptor LLC



On July 12, 2018, CannAssist
International Corp., a Delaware corporation (the “Company”), entered into a share exchange acquisition agreement (the
“Acquisition Agreement”) with Xceptor LLC, a private company organized under the laws of Wyoming (“Xceptor”).
Under the Acquisition Agreement, the Company issued to the members of Xceptor a total amount of 3,000,000 shares of its common
stock, valued at $0.0001 per share, in exchange for all of the issued and outstanding membership interests of Xceptor. Mr. Mark
Palumbo, who is the officer, director and majority shareholder of the Company, was an officer and member of Xceptor LLC prior to
the Acquisition. As a result of the Acquisition, Xceptor became a wholly owned subsidiary of the Company and the Company had taken
over its operations and business plan. Prior to the Acquisition, the Company had no ongoing business or operations. Just prior
to the business combination on July 12, 2018, Mark Palumbo, the Company’s sole officer and director currently and just prior
to the business combination, was the owner of 60% of the outstanding membership interests of Xceptor LLC and also was the owner
of 3,000,000 shares of the common stock of the Company, which constituted a majority of the issued and outstanding shares at that
time. Since the Company and Xceptor were entities under common control prior to the Acquisition, the transaction is accounted for
as a restructuring transaction.





4







Background



The Company has only
recently emerged from its status as a development-stage company, and it has limited operating history and is expected to experience
losses in the near term. The Company’s independent auditors have issued a report raising substantial doubt about the Company’s
ability to continue as a going concern.



Business Overview



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



The Products and Process



CannAssist currently produces a line
of topical products and intends to expand its product lines to produce a number of consumable and topical products in various delivery
forms including capsules, sublingual drops, films, troches, lotions, creams, sprays, powders and suppositories, which will use
its product, Cibidinol, as an ingredient. CannAssist's product offerings are based on formulation and manufacturing processes that
are intended to enhance the bioavailability of CBD. Enhanced bioavailability is important as CBD and related compounds are oil-based
and thus are not easily absorbed into the body. CannAssist's process is intended to allow for quicker absorption and reduced dosage
requirements.



CannAssist intends to provide a line
of CBD infused products that are produced with the Company's process of enhancing bioavailability. It is CannAssist's intent to
create and maintain a robust product line. CannAssist’s research and development will also focus on studying adjunctive materials
to use with the CBD product including (but not limited to) vitamins, anti-oxidants, sleep aids, and other ingredients. The Company’s
CBD product Cibidinol is made from “hemp,” which is defined as “the plant Cannabis sativa L. and any part of
that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers,
whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis.”



Plan of Operation and Presence in the
Market



CannAssist manufactures
and distributes its products at facilities located in Carrollton, Texas, located at 2210 Hutton Drive, Carrollton, Texas 75006.
The Company has shifted its focus from research and development to the commercialization of its products. The Company currently
offers a topical lotion containing Cibidinol and plans to launch more products in the near future (which are currently under development).
We sell our products directly online through our established website found at xceptorcbd.com. We currently have four active sales
contractor distributors with plans to add two more sales representatives by the end of next year.





5







Over the next twelve
months, CannAssist plans to solidify its market presence and position by enhancing current and developing new strategic relationships.
Products will be sold through distributors and wholesalers and through a significant online market presence. CannAssist will also
evaluate the generation of additional revenue streams through the licensing of its manufacturing processes to strategic partners.
Specifically, in 2020, the Company plans to expand its product line by adding scents and flavors and concentration levels to its
existing products, establish strategic partnerships with farms and other suppliers and engage in clinical studies in connection
with its products.



There is no assurance
that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or
if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly,
given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans
and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company
may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative
financial plans. In addition, the Chief Executive Officer and several shareholders may fund the Company’s operations, if
needed, during the next 12 months or until the Company can generate an ongoing source of capital sufficient to independently continue
its operations.



The Company anticipates
that it would need approximately $4,500,000 over the next 12 months to continue as a going concern, satisfy its capital commitments
and continue its operations in accordance with its current business plan, which will be used to fund expenses related to operations,
office supplies, travel, salaries and other incidental expenses. Management believes that this capital would allow the Company
to meet its operating cash requirements, cover overhead cost and general liabilities of the Company, and allow the Company to achieve
overall sustainable profitability by facilitating the Company’s business.



Pricing



We price our products
using a formula that accounts for all Costs of Goods Sold (“COGS”) a sales margin as applied to these costs from 7.5
- 8.5 times COGS.



The Market – CBD Products



According to the Brightfield
Group (“Brightfield”), the hemp-derived CBD market will reach sales of $22 billion by 2022, as compared to $591 million
in 2018.According to Brightfield, main drivers of growth would be:



| | · | Increased investment.
| | - | ---------------------

| | · | The popularity of hemp CBD versus pharmaceutical products as wellness trends continue.
| | - | --------------------------------------------------------------------------------------





6







| | · | The evolution of distribution channels.
| | - | ---------------------------------------

| | · | The expansion of the offering – driven by more product types and constant innovation.
| | - | -------------------------------------------------------------------------------------



According to Brightfield,
55% of CBD users purchase their CBD products at storefront dispensaries, 31% through local delivery services, and 17% online. Most
of the remainder of CBD products are sourced from friends, dealers and cooperatives (8-9% each). Among CBD users, 80% use CBD products
at least once a week, and about 41% use them every day. Approximately 4% of CBD consumers are occasional users, turning to CBD
products less than once a month. Over half of CBD users have bought 1-2 CBD products over the last two weeks, and roughly 17% have
bought 3 or more over the same time period. CBD users tend to enjoy having low or micro-doses of CBD (10 mg or less), once or twice
per day.



According to Brightfield,
the demographic age of CBD users are as follows: the largest group (nearly one third) between ages 35 and 49, and the 26-34 and
50-64 age, ranges each making up 20-25% of the market. Among CBD users, hemp-derived CBD users lean slightly older, more likely
to fall into the 50-64 age range, and less likely to fall into the 26-34 age range. In general, significantly more CBD users are
female (55%) than male (44%), with that figure being driven up by hemp-derived CBD users, 59% of whom were female. CBD users reflect
the general population in terms of income, but within their ranks, slightly more hemp-derived CBD users fall into the lower-income
groups (employed but making less than $40K). CBD users are generally well-educated - only 1.3% have not (yet) received their high
school diplomas, whereas 15.4% have a graduate or post-grad degree completed. Nearly half of CBD users have a Bachelor’s
Degree or beyond. CBD users are the most likely to be married – with 43% having spouses. At least 37% are married among all
respondents, and this is the most common status. Just over 30% of CBD users are single.



Customer Profile



Among companies that
we believe will purchase products from CannAssist, Management will target customers with the following demographic profile when
implementing its marketing campaigns:



| | · | Operates as a distributor or manufacturer of consumable goods
| | - | -------------------------------------------------------------

| | · | Is a brand firm that is looking to enter the CBD products market
| | - | ----------------------------------------------------------------

| | · | Generates revenues in excess of $10 million per year
| | - | ----------------------------------------------------

| | · | Will spend $100,000 to $1.5 million per year via purchase orders.
| | - | -----------------------------------------------------------------



Also, consumers will
have direct online access to CannAssist’s products. CannAssist will target consumers who frequently use social media, make
general and healthcare purchases through online marketplaces, and perform web searches for healthcare and lifestyle information.



Marketing and Sales Strategy



Management intends
on using a number of sales and marketing strategies to ensure market share and sales volume.





7







CannAssist intends
to market its products by building a large word-of-mouth referral network once the business establishes a strong brand name and
by maintaining extensive relationships with third party cosmetics and consumables manufacturers and distributors.



CannAssist intends
to develop an independent sales network that will operate on a commission basis. At this time, Management is developing a commission
schedule that will provide agents with a range of commissions depending on the volume and type of business secured. Management
expects to have three to four independent sales agents.



CannAssist’s
Management Team, and its sales agents will frequently attend trade shows and industry forums to formalize and secure incremental
and new revenue sources.



CannAssist is developing
preferred pricing models for distributors, manufacturers, and partners to drive volume in desired product segments and to ensure
consistent and predictable sales sources.



Competition



The current market
place currently consists of collectives, dispensaries, licensed pain management clinics, and related entities that are licensed
to sell CBD based products. There are also a number of online vendors that provide diverse inventories of CBD infused products.
Most states explicitly allow for the sale of CBD products that have been produced from industrial hemp with limited quantities
of psychoactive ingredients. As such, larger corporations that are able to strictly adhere to these manufacturing standards are
entering the market with consumable and topical products that feature CBD as one of the primary ingredients.



We believe that one
of the main competitive advantages that CannAssist will have over its competition is that the business is able to increase the
bioavailability of CBD through what we believe to be a unique manufacturing process. We believe that this will remain as one of
the strongest advantages that CannAssist will have throughout the life of the business. Furthermore, we believe that this technology
additionally advances a more consumer accessible costing.



Suppliers, Distributors and Other Strategic
Partners



We purchase materials
to formulate our CBD products from GenCanna Global USA, Inc. and Isodiol International Inc.



The Company will lease
production and R&D space from Cosmetic Innovations (CI) and CI will provide some outsourced production services. The Company
has not yet entered into a formal agreement with CI, but plans to do so in the near future.



Employees



CannAssist has 2 employees.





8







Property



All manufacturing and
distribution operations will occur at CannAssist's facilities in Carrollton, Texas. The facility's address is:



2210 Hutton Drive

Carrollton, Texas 75006



CannAssist's corporate facilities are located
at:



1548 Loch Ness Dr.

Fallbrook, CA 92028



Intellectual Property



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



Notwithstanding the
foregoing, the Company does not currently hold any other intellectual property or trade secret protection on any other aspects
of its business. The Company currently plans on attempting to obtain patents, copyright, trademarks and/or service marks on its
products; provided, there can be no assurance that the Company can obtain effective protection against unauthorized duplication
or the introduction of substantially similar products.





9







Effect of Existing or Probable Governmental
Regulation



The Company’s
CBD products are subject to various state and federal laws regarding the production and sales of hemp-based products. Section 12619
of the Agriculture Improvement Act of 2018 (“2018 Farm Bill”) removed “hemp,” as defined in the Agricultural
Marketing Act of 1946 (the “1946 Agricultural Act”), from the classification of “marijuana,” which is generally
prohibited as a Schedule I drug under the Controlled Substances Act of 1970 (“CSA”). Under the 1946 Agricultural Act
(as amended by the 2018 Farm Bill), the term “hemp” means “the plant Cannabis sativa L. and any part of that
plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether
growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis.” As
a result of the passage of the 2018 Farm Bill, and since the Company believes that its CBD products contain parts of the cannabis
plant with a delta-9 tetrahydrocannabinol (“THC”) concentration of not more than 0.3 percent on a dry weight basis,
the Company believes that its CBD products are not governed by the CSA and, ergo, would not be subject to prosecution thereunder
because the Company believes that its CBD products contain “hemp” within the meaning of the 1946 Agricultural Act (as
amended by the 2018 Farm Bill) and do not contain any “marijuana” as prohibited under the CSA (as amended by the 2018
Farm Bill); provided, however, there is a lack of legal protection for hemp-based products that contain more than 0.3 percent THC
and there is a risk that the Company would be subject to prosecution under the CSA in the event that its CBD products are found
to contain more than 0.3 percent THC.



Furthermore, the 1946
Agricultural Act (as amended by the 2018 Farm Bill) provides additional regulations regarding the production of hemp-based products
and there is the risk that the Company’s CBD products may be found to be in violation of these regulations. Specifically,
the 1946 Agricultural Act (as amended by the 2018 Farm Bill) contains provisions relating to the shared state-federal jurisdiction
over hemp cultivation and production, whereby states and Indian tribes have been delegated the broad authority to regulate and
limit the production and sale of hemp and hemp products within their borders. Under the 1946 Agricultural Act (as amended by the
2018 Farm Bill), a plan under which a State or Indian tribe monitors and regulates the production of hemp shall only be required
to include “(i) a practice to maintain relevant information regarding land on which hemp is produced in the State or territory
of the Indian tribe, including a legal description of the land, for a period of not less than 3 calendar years; (ii) a procedure
for testing, using post-decarboxylation or other similarly reliable methods, delta-9 tetrahydrocannabinol concentration levels
of hemp produced in the State or territory of the Indian tribe; (iii) a procedure for the effective disposal of—(I) plants,
whether growing or not, that are produced in violation of this subtitle; and (II) products derived from those plants; (iv) a procedure
to comply with enforcement procedures [ ]; (v) a procedure for conducting annual inspections of, at a minimum, a random sample
of hemp producers to verify that hemp is not produced in violation of [applicable law]; (vi) a procedure for submitting the information
[ ], as applicable, to the Secretary of Agriculture (the “Secretary”) not more than 30 days after the date on which
the information is received; and (vii) a certification that the State or Indian tribe has the resources and personnel to carry
out the practices and procedures described in clauses (i) through (vi).” Further, a hemp producer in a State or the territory
of an Indian tribe for which a State or Tribal plan is approved shall be determined to have negligently violated the State or Tribal
plan, including by negligently— “(i) failing to provide a legal description of land on which the producer produces
hemp; (ii) failing to obtain a license or other required authorization from the State department of agriculture or Tribal government,
as applicable; or (iii) producing Cannabis sativa L. with a delta-9 tetrahydrocannabinol concentration of more than 0.3 percent
on a dry weight basis.” A hemp producer that negligently violates a State or Tribal plan 3 times in a 5-year period shall
be ineligible to produce hemp for a period of 5 years beginning on the date of the third violation. If the State department of
agriculture or Tribal government in a State or the territory of an Indian tribe for which a State or Tribal plan, as applicable,
determines that a hemp producer in the State or territory has violated the State or Tribal plan with a culpable mental state greater
than negligence— “(i) the State department of agriculture or Tribal government, as applicable, shall immediately report
the hemp producer to —(I) the Attorney General; and (II) the chief law enforcement officer of the State or Indian tribe,
as applicable.” In the case of a State or Indian tribe for which a State or Tribal plan is not approved, the production of
hemp in that State or the territory of that Indian tribe shall be subject to a plan established by the Secretary to monitor and
regulate that production. A plan established by the Secretary under shall include— “(A) a practice to maintain relevant
information regarding land on which hemp is produced in the State or territory of the Indian tribe, including a legal description
of the land, for a period of not less than 3 calendar years; (B) a procedure for testing, using post-decarboxylation or other similarly
reliable methods, delta-9 tetrahydrocannabinol concentration levels of hemp produced in the State or territory of the Indian tribe;
(C) a procedure for the effective disposal of—(i) plants, whether growing or not, that are produced in violation of [applicable
law]; and (ii) products derived from those plants; (D) a procedure to comply with the enforcement procedures; (E) a procedure for
conducting annual inspections of, at a minimum, a random sample of hemp producers to verify that hemp is not produced in violation
of this subtitle; and (F) such other practices or procedures as the Secretary considers to be appropriate. The Secretary shall
also establish a procedure to issue licenses to hemp producers. In the case of a State or Indian tribe for which a State or Tribal
plan is not approved under applicable law, it shall be unlawful to produce hemp in that State or the territory of that Indian tribe
without a license issued by the Secretary. A violation of a plan established by the Secretary shall be subject to enforcement and
the Secretary shall report the production of hemp without a license issued by the Secretary to the Attorney General. In the event
that the Company’s CBD products are found to be in violation of these regulations, the Company may become subject to enforcement
action as provided for in the 1946 Agricultural Act (as amended by the 2018 Farm Bill) and may become subject to prosecution thereunder.





10







Furthermore,
the Company’s CBD products are subject to the application of laws relating to health and safety of our products. Specifically,
the Company’s CBD products may be governed by the Federal Food Drug and Cosmetic Act (FD&C Act) as a drug. The FD&C
Act is intended to assure the consumer, in part, that drugs and devices are safe and effective for their intended uses and that
all labeling and packaging is truthful, informative, and not deceptive. The FD&C Act and FDA regulations define the term drug,
in part, by reference to its intended use, as “articles intended for use in the diagnosis, cure, mitigation, treatment, or
prevention of disease” and “articles (other than food) intended to affect the structure or any function of the body
of man or other animals.” Therefore, almost any ingested or topical or injectable product that, through its label or labeling
(including internet websites, promotional pamphlets, and other marketing material), that is claimed to be beneficial for such uses
will be regulated by FDA as a drug. The definition also includes components of drugs, such as active pharmaceutical ingredients.
The FD&C Act defines cosmetics by their intended use, as "articles intended to be rubbed, poured, sprinkled, or sprayed
on, introduced into, or otherwise applied to the human body...for cleansing, beautifying, promoting attractiveness, or altering
the appearance." See FD&C Act, sec. 201(i). Among the products included in this definition are skin moisturizers, perfumes,
lipsticks, fingernail polishes, eye and facial makeup preparations, cleansing shampoos, permanent waves, hair colors, and deodorants,
as well as any substance intended for use as a component of a cosmetic product. Under the FD&C Act, cosmetic products and ingredients,
with the exception of color additives, do not require FDA approval before they go on the market. Drugs, however, must generally
either receive premarket approval by FDA through the New Drug Application (NDA) process or conform to a "monograph" for
a particular drug category, as established by FDA's Over-the-Counter (OTC) Drug Review. These monographs specify conditions whereby
OTC drug ingredients are generally recognized as safe and effective, and not misbranded. Certain OTC drugs may remain on the market
without an NDA approval until a monograph for its class of drugs is finalized as a regulation. However, once FDA has made a final
determination on the status of an OTC drug category, such products must either be the subject of an approved NDA (see FD&C
Act, sec. 505(a) and (b), or comply with the appropriate monograph for an OTC drug. The Company’s CBD topical lotion has
a NDC code 72519-101-11 and can be referred to as a pain cream. It uses Methyl Salicylate as a monographed pain reliever at monographed
levels. All of the Company’s other products are cosmetic or ingestible forms with no claims subject to pre-approval by the
FDA.



In April 2019, the
Company filed an application to obtain a Bulk Drug Substance License under Section 503b of the Federal Food Drug and Cosmetic Act
(FD&C Act) in order to expand the Company’s business into a new market segment and attract new potential customers operating
as “contract compounders.” Generally, the grant of a Bulk Drug Substance License under Section 503b by the FDA is an
approval for contract compounder pharmacists to use the Issuer’s product in prescribed drug blends customized for patient
use. While the Company’s operations are still currently being reviewed as part of the FDA’s Bulk Drug Substance License
(503b) program and is still pending, the continuation of the Company’s business is not related to the outcome of the FDA’s
Bulk Drug Substance License (503b) program review and the Company will be permitted to continue its current business and operations
even if the Company’s application for a Bulk Drug Substance License under Section 503b is denied; the continuation of the
Issuer’s current business and operations is completely independent of its application for a Bulk Drug Substance License under
Section 503b, which, to reiterate, was primarily instituted as a means to expand the Issuer’s business into a new market
segment and attract new potential customers operating as “contract compounders.”



Costs and Effects of Compliance with
Environmental Laws



Not applicable.



Legal Matters



We know of no
material, existing or pending legal proceedings against CannAssist, nor is it involved as a plaintiff in any material proceeding
or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial
shareholder, is an adverse party or has a material interest adverse to our interest.





11







THE COMPANY



Change of Control



CannAssist International
Corp. (“CannAssist” or the “Company”) was incorporated as “Iris Grove Acquisition Corporation”
on December 7, 2016 under the laws of the State of Delaware.



In June 2018, the Company
effected a change in control of Iris Grove Acquisition Corporation. As part of that change in control, the then officers and directors
of Iris Grove resigned, the Company redeemed 20,000,000 shares of the then 20,000,000 shares of common stock outstanding. Mark
Palumbo was appointed the sole officer and director of the Company and the Company issued an aggregate of 3,000,000 shares of common
stock to Mr. Palumbo.



In connection with
the change in control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s
name from Iris Grove Acquisition Corporation to CannAssist International Corp.



The Company's corporate
offices are located at 1548 Loch Ness Dr., Fallbrook, CA 92028. The Company's email address is info@xceptorllc.com, and its website
is xceptorcbd.com. The Company’s telephone number is 760-990-3091. The Company’s fiscal year end is December 31. Neither
the Company nor its predecessors have filed for bankruptcy, receivership or any similar proceedings nor are in the process of filing
for bankruptcy, receivership or any similar proceedings.



Property



All manufacturing and
distribution operations will occur at CannAssist's facilities in Carrollton, Texas. The facility's address is:



2210 Hutton Drive

Carrollton, Texas 75006



CannAssist's corporate facilities are located
at:



1548 Loch Ness Dr.

Fallbrook, CA 92028



Management permits the Company to use these
premises free of charge.



Intellectual Property



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





12







Notwithstanding the
foregoing, the Company does not currently hold any other intellectual property or trade secret protection on any other aspects
of its business. The Company currently plans on attempting to obtain patents, copyright, trademarks and/or service marks on its
products; provided, there can be no assurance that the Company can obtain effective protection against unauthorized duplication
or the introduction of substantially similar products.



Employees



Currently, the Company
has two employees, who have agreed to assist the Company without pay until the Company is more stable and has recurring cash flow
from operations.



Subsidiaries



The Company has one
subsidiary, Xceptor LLC, a Wyoming limited liability company.



Jumpstart Our Business Startups
Act



In April, 2012, the
Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among other things:



Exemptions for emerging
growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of
financing to small companies;



Amendments to certain
provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders
required to trigger the reporting requirements of the Securities Exchange Act of 1934;



Relaxation of the general
solicitation and general advertising prohibition for Rule 506 offerings;



Adoption of a new exemption
for public offerings of securities in amounts not exceeding $50 million; and



Exemption from registration
by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC
pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering
requirements.





13







In general, under the
JOBS Act a company is an emerging growth company if its initial public offering (“IPO”) of common equity securities
was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed
fiscal year. A company will no longer qualify as an emerging growth company after the earliest of



(i) the completion
of the fiscal year in which the company has total annual gross revenues of $1 billion or more,



(ii) the completion
of the fiscal year of the fifth anniversary of the company’s IPO;



(iii) the company’s
issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or



(iv) the company becoming
a “larger accelerated filer” as defined under the Securities Exchange Act of 1934.



The JOBS Act provides
additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact
the Company are discussed below.



Financial Disclosure.The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of
1933 will differ from registration statements filed by other companies as follows:



(i) audited financial
statements required for only two fiscal years;



(ii) selected financial
data required for only the fiscal years that were audited;



(iii) executive compensation
only needs to be presented in the limited format now required for smaller reporting companies.



(A smaller reporting
company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)



However, the requirements
for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain
of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller reporting
company is not required to file as part of its registration statement selected financial data and only needs audited financial
statements for its two most current fiscal years and no tabular disclosure of contractual obligations.



The JOBS Act also exempts
the Company’s independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting
Oversight Board (“PCAOB”) after the date of the JOBS Act’s enactment, except as otherwise required by SEC rule.





14







The JOBS Act also exempts
an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company’s accounting firm
or for a supplemental auditor report about the audit.



Internal Control
Attestation.The JOBS Act also provides an exemption from the requirement of the Company’s independent registered public
accounting firm to file a report on the Company’s internal control over financial reporting, although management of the Company
is still required to file its report on the adequacy of the Company’s internal control over financial reporting.



Section 102(a) of the
JOBS Act exempts emerging growth companies from the requirements in §14A(e) of the Securities Exchange Act of 1934 for companies
with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.



Other Items of the
JOBS Act.The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified
institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after
the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an
emerging growth company regardless if such report provides sufficient information for an investment decision. In addition the JOBS
Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential
investors, communications with management and distribution of a research reports on the emerging growth company IPO.



Section 106 of the
JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the
registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is
intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking
to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.



Election to Opt
Out of Transition Period.Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply
with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration
statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the
new or revised financial accounting standard.



The JOBS Act provides a company can elect
to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any
such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.





15







Reports to Security Holders



In July 2017, the Company
(as Iris Grove Acquisition Corporation) filed a Form 10-12G general registration of securities pursuant to the Exchange Act and
is a reporting company pursuant such Act and files with the SEC quarterly and annual reports and management shareholding information.
The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual
report, including audited financial statements, to any registered shareholder who requests the same.



The Company’s
documents filed with the SEC may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any
part of the registration statement may be obtained from the Public Reference Section of the SEC, 100 F Street N.E., Washington,
D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC
also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that
file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001709542.



PLAN OF OPERATION



Business Plan and Potential Revenue



The Company produces
and sells a topical lotion and plans on developing other products formulated using its CBD product, Cibidinol, and plans to generate
revenues from sales of its products.



For the next few months,
the Company will be focusing on marketing and identifying customers to sell its products.



There
is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional
capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.
Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business
plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The
Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative
financial plans. In addition, the Chief Executive Officer and several shareholders may fund the Company’s operations, if
needed, during the next 12 months or until the Company can generate an ongoing source of capital sufficient to independently continue
its operations.



The
Company anticipates that it would need approximately $4,500,000 over the next 12 months to continue as a going concern, satisfy
its capital commitments and continue its operations in accordance with its current business plan, which will be used to fund expenses
related to operations, office supplies, travel, salaries and other incidental expenses. Management believes that this capital would
allow the Company to meet its operating cash requirements, cover overhead cost and general liabilities of the Company, and allow
the Company to achieve overall sustainable profitability by facilitating the Company’s business.





16







ITEM 1A. RISK FACTORS.



As a “smaller
reporting company,” we have elected not to provide the disclosure required by this item.



ITEM 1B. UNRESOLVED STAFF COMMENTS.



Not applicable.



ITEM 2. PROPERTIES.



All manufacturing and
distribution operations will occur at CannAssist's facilities in Carrollton, Texas. The facility's address is:



2210 Hutton Drive

Carrollton, Texas 75006



CannAssist's corporate facilities are located
at:



1548 Loch Ness Dr.

Fallbrook, CA 92028



Management permits
the Company to use these premises at no cost to the Company. Currently, this space is sufficient to meet our needs, however, once
we expand our business to a significant degree, we will have to find a larger space. We do not foresee any significant difficulties
in obtaining any required additional space. We do not currently own any real property.



ITEM 3. LEGAL PROCEEDINGS.



None.



ITEM 4. MINE SAFETY DISCLOSURES.



Not applicable.





PART II



ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.



There is currently
no public market for the Company’s securities.



The Company intends to initially
apply for admission to quotation of its securities on the OTCQB® Venture Market as soon as possible. There can be no assurance
that the Company will qualify for quotation of its securities on the OTCQB® Venture Market.. The OTCQB® Venture Market
is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTCQB®
Venture Market, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements.
Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible.





17







As such time as it qualifies, the
Company may choose to apply for quotation of its securities on the Nasdaq Capital Market. In general, there is greatest liquidity
for traded securities on the Nasdaq Capital Market and less on OTCQB® Venture Market. It is not possible to predict where,
if at all, the securities of the Company will be traded following a business combination.



Stockholders



As of the date of this
report, there were approximately 69 stockholders.



Dividends



We have not paid, nor
declared, any cash dividends since our inception and do not intend to declare or pay any such dividends in the foreseeable future.
Our ability to pay cash dividends is subject to limitations imposed by state law.



Securities Authorized for Issuance Under
Equity Compensation Plans



As of the year ended
December 31, 2019, the Company did not have any compensation plans (including individual compensation arrangements) under which
our Common Stock was authorized for issuance; provided, however, on April 29, 2019, the Company entered into a Technology License
Agreement with Mark Palumbo (“Licensor”) whereby the Licensor granted to the Company an exclusive worldwide license
(the “License”) to use, market, promote and distribute certain technology related to a provisional patent application
for a “Process for creating Carbohydrate Complexes with Cannabinoids and other Hydrophobic Molecules in large scale,”
related patent applications, related trade-secrets and associated knowhow, including methods, techniques, specifications, procedures,
information, systems, knowledge and business processes required to practice and carry on business in the field of data collection,
security and management (the “Technology”). The initial term of the License is 5-years (the “Initial Term”)
and shall automatically be renewed for successive 1-year terms (each, a “Renewal Term”) unless the Company elects to
terminate the License by giving 30 days’ written notice prior to commencement of a Renewal Term. In exchange for the License
of the Technology, the Company issued to the Licensor 5,000,000 restricted shares of its common stock, valued at par value per
share, at the effective date of the agreement and shall issue to the Licensor an additional 1,000,000 shares restricted shares
of its common stock, valued at par value per share, at the commencement of each Renewal Term. Mark Palumbo, the Licensor of the
Technology, is also an officer and director of the Company.



The Company’s
management will review the adoption of an equity compensation plan in the future.





18







Recent sales of unregistered securities



On March 30, 2020, the Company issued
1,000 shares of its Series A Preferred Stock to Mark Palumbo, an officer and director of the Company, for $0.0001 per share in
reliance on the exemption from registration under Section 4(a)(2). Series A Preferred Stock, voting together as a class, have the
right to vote 60% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”).
Additionally, the Company shall not adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended,
make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of
the Series A Preferred Stock, without the affirmative vote of at least a majority of the outstanding shares of Series A Preferred
Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred
Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually
or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Other than
the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption
rights, whatsoever.



On April 1, 2020, the Company entered
into an agreement with an independent consultant pursuant to which the consultant shall be paid a cash monthly retainer of $5,000
a month and shall be issued 110,000 warrants to purchase shares of the common stock of the Company at an exercise price equal to
$0.0001 per share, subject to certain conditions regarding vesting. This agreement has a term of 12 months and shall be automatically
renewed on a month to month basis unless terminated upon 30 days’ written notice.



ITEM 6. SELECTED FINANCIAL DATA.



As a “smaller
reporting company,” we have elected not to provide the disclosure required by this item.



ITEM 7. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS



The following discussion should be read
in conjunction with our audited financial statements and notes to our financial statements included elsewhere in this report. This
discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from
those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.



Certain information included herein
contains statements that may be considered forward-looking statements, such as statements relating to our anticipated revenues,
gross margin and operating results, future performance and operations, plans for future expansion, capital spending, sources of
liquidity, and financing sources. This forward-looking information involves important risks and uncertainties that could significantly
affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking
statements made herein. These risks and uncertainties include those relating to our liquidity requirements, the continued growth
of the Company’s industry, the success of our product development, marketing and sales activities, vigorous competition in
the construction industry, dependence on existing management, leverage and debt service (including sensitivity to fluctuations
in interest rates), domestic or global economic conditions, the inherent uncertainty and costs of prolonged arbitration or litigation,
and changes in federal or state tax laws or the administration of such laws.





Overview



CannAssist International
Corp. (formerly Iris Grove Acquisition Corporation) (the “Company”) was incorporated on May 17, 2017 under the laws
of the State of Delaware. The business purpose of the Company is to produce, sell and market its CBD based products. The Company's
corporate offices are located at 1548 Loch Ness Dr., Fallbrook, CA 92028. The Company's email address is info@xceptorllc.com, and
its website is xceptorcbd.com. The Company’s telephone number is 760-990-3091.





19







In July 2017, Iris
Grove Acquisition Corporation filed a registration statement with the Securities and Exchange Commission on Form 10-12g pursuant
to Securities Exchange Act of 1934 and became a public reporting company. In June 2018, the Company effected a change in control
of Iris Grove Acquisition Corporation. As part of that change in control, the then officers and directors of Iris Grove resigned,
the Company cancelled 20,000,000 shares of the then 20,000,000 shares of common stock outstanding, which were contributed by the
Company’s then shareholders, James Cassidy and James McKillop, at no cost to the Company. Mark Palumbo was appointed the
sole officer and director of the Company and the Company issued an aggregate of 3,000,000 shares of common stock to Mr. Palumbo.
In addition, the Company changed its name to CannAssist International Corp.



On July 12, 2018, CannAssist
International Corp., a Delaware corporation (the “Company”), entered into a share exchange acquisition agreement (the
“Acquisition Agreement”) with Xceptor LLC, a private company organized under the laws of Wyoming (“Xceptor”).
Under the Acquisition Agreement, the Company issued to the members of Xceptor a total amount of 3,000,000 shares of its common
stock, valued at $0.0001 per share, in exchange for all of the issued and outstanding membership interests of Xceptor. Mr. Mark
Palumbo, who is the officer, director and majority shareholder of the Company, was an officer and member of Xceptor LLC prior to
the Acquisition. As a result of the Acquisition, Xceptor became a wholly owned subsidiary of the Company and the Company had taken
over its operations and business plan. Prior to the Acquisition, the Company had no ongoing business or operations. Just prior
to the business combination on July 12, 2018, Mark Palumbo, the Company’s sole officer and director currently and just prior
to the business combination, was the owner of 60% of the outstanding membership interests of Xceptor LLC and also was the owner
of 3,000,000 shares of the common stock of the Company, which constituted a majority of the issued and outstanding shares at that
time. Since the Company and Xceptor were entities under common control prior to the Acquisition, the transaction is accounted for
as a restructuring transaction.



The Company anticipates
that it would need approximately $4,500,000 over the next 12 months to continue as a going concern, satisfy its capital commitments
and continue its operations in accordance with its current business plan. In addition to revenues generated from sales, the Chief
Executive Officer and several shareholders may fund the Company’s operations, if needed, during the next 12 months or until
the Company can generate an ongoing source of capital sufficient to independently continue its operations.



As of December 31,
2019, the Company had generated total revenues of $686,400. At December 31, 2019, the Company had a net loss of $442,806 and had
an accumulated deficit of $422,512.



For the period ended
December 31, 2019, the Company’s independent auditors issued a report raising substantial doubt about the Company’s
ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon financial support
from its principal stockholders, its ability to obtain necessary equity financing, or its ability to sell its services to generate
consistent profitability.





20







The Company has filed
a registration statement on Form S-1 to register the resales of common stock shares held by certain existing shareholders of the
Company, which was declared effective on April 29, 2019.



Revenues and Losses



During the year ended
December 31, 2019, the Company posted total revenues of $686,400 and costs of revenues of $461,606 resulting in a gross margin
of $224,794. For that same year ended, total operating expenses were $663,149, consisting of general and administrative expenses
of $267,895, general and administrative expenses to a related party of $158,500, commissions to a related party of $25,562 and
professional fees of $211,192. Loss from operations and before income taxes totaled $442,806. After income tax expense of $0, the
Company generated net loss of $442,806.



Liquidity and Capital Resources



The Company had total
assets of $137,460, consisting of a cash balance of $80,021, accounts receivable of $1,135, prepaid expenses of $4,145, other assets
of $1,567 and inventory of $50,592, as of December 31, 2019.



Since its inception,
the Company has devoted most of its efforts to business planning, research and development, recruiting management and staff and
raising capital. Accordingly, the Company was considered to be in the development stage until it recently began formal operations.
The Company generated no revenues since its inception and there is no assurance of future revenues.



The Company’s
proposed activities will necessitate significant uses of capital beyond 2020.



There
is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional
capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.
Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business
plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The
Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative
financial plans. In the interim, the Company plans to rely on its primary shareholder to continue his commitment to fund the Company’s
continuing operating requirements. Management anticipates a total capital raise between $5-10M USD over the course of the following
four consecutive quarters; provided, however, that the Company will require a minimum of $100,000 for the next 12 months to fund
its operations, which will be used to fund expenses related to operations, office supplies, travel, salaries and other incidental
expenses. Management believes that this capital would allow the Company to meet its operating cash requirements, and would facilitate
the Company’s business of selling and distributing its products. Management also believes that the acquisition of such assets
would generate revenue to cover overhead cost and general liabilities of the Company, and allow the Company to achieve overall sustainable
profitability.





21







Discussion of the Year Ended December
31, 2019 as compared to the Year Ended December 31, 2018



The Company generated
total revenues of $686,400 during the year ended December 31, 2019, as compared to revenues of $745,165 during the year ended December
31, 2018. The decrease in revenues is a result of a decrease in revenues received from a related party.



During the year ended
December 31, 2019, the Company posted operating expenses of $663,149, consisting of general and administrative expenses of $267,895,
general and administrative expenses to a related party of $158,500, commissions to a related party of $25,562 and professional
fees of $211,192. In contrast, during the year ended December 31, 2018, the Company posted operating expenses of $136,966, consisting
of general and administrative expenses of $34,471, general and administrative expenses to a related party of $4,800, commissions
to a related party of $28,655 and professional fees of $69,040. The increase in operating expenses is attributable to an expansion
of operations and costs related to the commercialization of the Company’s products.



During the year ended
December 31, 2019, the Company posted a net loss of $438,355, compared to a net income of $32,133 for the year ended December 31,
2018. The increase in net loss is primarily the result of increases in operating expenses attributable to an expansion of operations.



During the year ended
December 31, 2019, the Company used $139,443 in cash from operating activities and generated $152,113 in cash from financing activities.
The Company did not use or generate any cash in investing activities.



The Company had a cash
balance of $80,021 and $67,351 as of December 31, 2019 and 2018, respectively.



Plan of Operations



For the next few months,
the Company will be focusing on marketing and identifying customers to sell its products.



There
is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional
capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.
Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business
plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The
Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative
financial plans. In addition, the Chief Executive Officer and several shareholders may fund the Company’s operations, if
needed, during the next 12 months or until the Company can generate an ongoing source of capital sufficient to independently continue
its operations.





22







The
Company anticipates that it would need approximately $4,500,000 over the next 12 months to continue as a going concern, satisfy
its capital commitments and continue its operations in accordance with its current business plan, which will be used to fund expenses
related to operations, office supplies, travel, salaries and other incidental expenses. Management believes that this capital would
allow the Company to meet its operating cash requirements, cover overhead cost and general liabilities of the Company, and allow
the Company to achieve overall sustainable profitability by facilitating the Company’s business.



Equipment Financing



The Company has no
existing equipment financing arrangements.



Potential Revenue



The Company plans to
earn revenue from executing its business plan and selling its CBD products.



Alternative Financial Planning



As of December 31,
2019, the Company had cash available of $80,021.



The Company has no
alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private
placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s
ability to operate effectively will be severely jeopardized.



The Company does not
anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional
financing in order to develop and implement its business plan and proposed operations. If the Company is not successful in generating
sufficient revenues and/or obtaining additional funding to develop its business plan and proposed operations, this could have a
material adverse effect on its business, results of operations liquidity and financial condition.



Off-Balance Sheet Arrangements



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



Critical Accounting Policies



The financial statements
of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation
of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis
of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions.





23







Basis of Presentation



The Company’s financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).\



Use of Estimates



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



Concentrations of Credit Risk



We maintain our cash in bank deposit accounts,
the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently
have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.



Cash equivalents



The Company considers all highly liquid
investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the
year ended December 31, 2019 or 2018.



Accounts Receivable



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



Fair value of financial instruments



The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37
of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted
in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency
and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy
which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described
below:





24







Level 1: Quoted market prices available
in active markets for identical assets or liabilities as of the reporting date.

Level 2: Pricing inputs other than
quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are
generally unobservable inputs and not corroborated by market data.



The carrying amount of the Company’s
financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the
short maturity of those instruments.  The Company’s notes payable approximates the fair value of such instruments based
upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements
at December 31, 2019.



Revenue Recognition



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



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





25







The Company recognizes revenue when product
is shipped. The Company will often receive payment and/or pay for the cost of goods prior to shipping. When this occurs, the result
is both a prepaid for the supplies to be used in their product and a customer deposit. As of December 31, 2019, the Company has
a prepaid expense of $4,145 and customer deposits of $54,660, for orders to be shipped in Q1, 2020. As of December 31, 2018, the
Company has a prepaid expense of $62,173 and customer deposits of $59.671, for orders to be shipped in Q1, 2019.



Cost of Sales



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



Income taxes



The Company follows Section 740-10-30 of
the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred
tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities
using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are
reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years
in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.



The Company adopted section 740-10-25 of
the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section
740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded
in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position
only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the
technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.
Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting
in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized
income tax benefits according to the provisions of Section 740-10-25.



Stock-based Compensation



We account for equity-based transactions
with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”).
ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock
issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments,
other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of
the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.





26







We account for employee stock-based compensation
in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based
payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their
fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional
paid-in capital over the period during which services are rendered.



Net income (loss) per common share



Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is
computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.
 Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares
of common stock and potentially outstanding shares of common stock during the period.  The weighted average number of common
shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first
period presented. The Company has no dilutive shares as of December 31, 2019 and 2018.



Recently issued accounting pronouncements



Topic 606, Revenue from Contracts with
Customers, of the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). The guidance
in ASC 606 was originally issued by the FASB in May 2014 in Accounting Standards Update (ASU) 2014-09, Revenue from Contracts
with Customers (Topic 606). Since then, the FASB has issued several ASUs that have revised or clarified the guidance in ASC
606. The Company has evaluated the impact of this accounting standard update and noted that it has had no material impact.



On June 20, 2018, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718):
Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve
financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers,
etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards.
Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after
this date. The guidance is effective for interim and annual periods beginning after December 15, 2018.





27







In January 2017, the Financial Accounting
Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations
(Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business
with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions
or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals,
goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and
should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this
accounting standard update.



In August 2015, the FASB issued ASU 2015-14,
Deferral of the Effective Date, which amended the effective date for nonpublic entities to annual reporting periods beginning after
December 15, 2018. In March 2016, the FASB issued an update (ASU 2016-08) to ASC 606, Principal versus Agent Considerations (Reporting
Revenue Gross versus Net), which clarifies the guidance on principal versus agent considerations. In April 2016, the FASB issued
an update (ASU 2016-10) to ASC 606, Identifying Performance Obligations and Licensing, which provides clarification related to
identifying performance obligations and licensing implementation guidance under ASU 2014-09. In May 2016, the FASB issued an update
(ASU 2016-12) to ASC 606, Narrow-Scope Improvements and Practical Expedients, which amends guidance on transition, collectability,
noncash consideration and the presentation of sales and other similar taxes. In December 2016, the FASB issued an update (ASU 2016-20)
to ASC 606, Technical Corrections and Improvements, which outlines technical corrections to certain aspects of the new revenue
recognition standard such as provisions for losses on construction type contracts and disclosure of remaining performance obligations,
among other aspects. The effective date and transition requirements are the same as those in ASU 2014-09 for all subsequent clarifying
guidance discussed herein.



The guidance permits two methods of adoption:
retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect
of initially applying the guidance recognized at the date of initial application (modified retrospective method). As an Emerging
Growth Company, the standard is effective for the Company’s 2019 annual reporting period and for interim periods after 2019.
The Company is in the process of analyzing the potential impact this standard will have on its consolidated financial position
and results of operations. The Company expects to apply the modified retrospective method upon adoption.



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



ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.



As a “smaller
reporting company”, we have elected not to provide the disclosure required by this item.





28









ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.



The required financial
statements are included following the signature page of this Annual Report on Form 10-K.



ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



None.



ITEM 9A. CONTROLS AND PROCEDURES.



Evaluation of Disclosure Controls and
Procedures



Our management, with the participation
of our prior principal executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, the Exchange Act) as of the end of the period
covered by this report. Based on that evaluation, our Chief Executive Officer and principal financial officer concluded that our
disclosure controls and procedures as of the end of the period covered by this report (based on the evaluation of these controls
and procedures required by Rule 15d-15(b) of the Exchange Act) were not effective in ensuring that information required to be
disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s
management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure. As of the end of the period covered by the Report, we had failed to adequately
invest in personnel and systems to accumulate, record and properly report on our results of operations.



We believe that a control
system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are
met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
a company have been detected.



Management’s Annual Report on
Internal Control over Financial Reporting



Our management is responsible for
establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could
have a material effect on the financial statements.



Management assessed our internal
control over financial reporting as of December 31, 2019, the end of our fiscal year. Management based its assessment on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO 2013 Criteria). Management’s assessment included evaluation of such elements as the design and
operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control
environment.



Based on our assessment, management
has concluded that our internal control over financial reporting was not effective, as of the end of the fiscal year, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
reporting purposes in accordance with generally accepted accounting principles, due to the material weaknesses set forth below.



29







The following is a summary of
our material weaknesses as of December 31, 2019:



Lack of Thorough Controls
and Segregation of Duties



The Company has not designed
nor maintained effective controls over review of financial information, including cut-off, and there is also a lack of segregation
of duties with regard to key treasury and accounting functions. These items contribute to a material weakness in internal control
over financial reporting. The Company needs to develop an appropriate control environment, perform a risk assessment, develop
control activities, and information, as well as monitoring activities, which we hope to implement over the next 12 months.



This annual report does not include
an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to
rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual
report.



Inherent limitations on effectiveness
of controls



Internal control over
financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice
and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization,
and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and
is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can
be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Changes in Internal Control Over Financial
Reporting



There was no change
in our internal control over financial reporting (as defined in Rule 15d-15(f) of the Exchange Act) that occurred during the year
ended December 31, 2019, that materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.





30









ITEM 9B. OTHER INFORMATION



None.







PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE.



The following table
sets forth information regarding the members of the Company’s board of directors and its executive officers:



|Name          |  | Age |  |  | Position                                                                 |  | Year Commenced
|------------- |  | --- |  |  | ------------------------------------------------------------------------ |  | --------------
|Mark Palumbo  |  | 60  |  |  | Chief Executive Officer, Secretary, Chief Financial Officer and Director |  | 2018          
|Marla Palumbo |  | 60  |  |  | President                                                                |  | 2019          



Mark Palumbo

Chief Executive Officer, Secretary,
Chief Financial Officer and Director of the Company



Following studies at
the University of Rhode Island, Mark worked in the aerospace industry for three years starting in 1980. At Ocean Technologies he
worked as an electronic technician supporting the development of submarine weapon systems of the Naval Underwater Systems Center
in Newport/Middletown, RI and he then worked in a similar capacity for Hughes Aircraft. To better utilize his Biology degree Mark
joined DuPont Pharmaceuticals in 1983. He initially worked as a pharmaceutical representative supporting doctors, hospitals, and
pharmacies in Southern California. Later he was promoted to a management position at their Long Island, NY production facility
that provided contract testing and manufacturing services to the pharmaceutical, cosmetic, personal care and nutritional industries.
In 1990 Mark pursued his interest in the Cosmetic and Personal Care industries. He worked at US Cosmetics selling cosmetic ingredients
to US formulators and manufacturers and then, 5 years later, he moved to Collaborative Laboratories where he directed the company’s
global sales initiative. Utilizing his industry knowledge and experience Mark formed his own company, DIOW Products (Doing it our
Way), in 1999. Working collaboratively with clients the company developed, manufactured, and supplied raw materials for personal
care, cosmetics and nutritional products. DIOW was sold in 2008 and using the retained assets, EME Ltd. was formed that same year.
Through Mark’s leadership EME Ltd. has worked independently and collaboratively to develop new products and to enhance the
bioavailability and ease-of-use of existing products. EME Ltd. currently includes a cell biology laboratory and two botanically
based personal care, cosmetic, food and nutritional agencies.





31







Marla Palumbo

President



Marla Palumbo holds
a Bachelor of Science in Nursing from Point Lorna College. She has 20 years of experience as a registered nurse, acting as nursing
manager of 50 employees for 7 of these years. Additionally, Ms. Palumbo has 5 years in pharmaceutical sales and 5 years as Vice
President and co-owner of DIOW Products, Inc. a cosmetic raw material supplier and 10 years as co-founder and co-owner of EME Ltd,
a cosmetic raw material distribution company. Ms. Palumbo is co-founder of Xceptor, LLC, a wholly owned subsidiary of the Company.
She brings experience in organization, business management and growth, regulatory and FDA guidelines, personnel management and
growth and creating programs and literature for product promotion and education.



Director Independence



The Board of Directors
has determined that it does not have any independent directors as that term is defined by NASDAQ Marketplace Rule 5605(a)(2). In
assessing the independence of the directors, the Board considers any transactions, relationships and arrangements between our Company
and our independent directors or their affiliated companies. This review is based primarily on responses of the directors to questions
in a director and officer questionnaire regarding employment, business, familial, compensation and other relationships with our
Company or our management.



Director Compensation



Directors do not receive
any compensation for serving on the Board of Directors; provided, however, on April 29, 2019, CannAssist International Corp. (the
“Company”) entered into a Technology License Agreement with Mark Palumbo (“Licensor”) whereby the Licensor
granted to the Company an exclusive worldwide license (the “License”) to use, market, promote and distribute certain
technology related to a provisional patent application for a “Process for creating Carbohydrate Complexes with Cannabinoids
and other Hydrophobic Molecules in large scale,” related patent applications, related trade-secrets and associated knowhow,
including methods, techniques, specifications, procedures, information, systems, knowledge and business processes required to practice
and carry on business in the field of data collection, security and management (the “Technology”). The initial term
of the License is 5-years (the “Initial Term”) and shall automatically be renewed for successive 1-year terms (each,
a “Renewal Term”) unless the Company elects to terminate the License by giving 30 days’ written notice prior
to commencement of a Renewal Term. In exchange for the License of the Technology, the Company issued to the Licensor 5,000,000
restricted shares of its common stock, valued at par value per share, at the effective date of the agreement and shall issue to
the Licensor an additional 1,000,000 shares restricted shares of its common stock, valued at par value per share, at the commencement
of each Renewal Term. Mark Palumbo, the Licensor of the Technology, is also a director of the Company.





32







Committees and Terms



The Board of Directors
has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may
present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting;
such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted
in regard to the inclusion of shareholder nominations to the Board of Directors.



Legal Proceedings



There are no legal
proceedings regarding the Company.



Code of Ethics



Our Board of Directors
has not adopted a code of ethics. We anticipate that we will adopt a code of ethics when we increase either the number of our Directors
or the number of our employees.



Indemnification of Officers, Directors,
Employees and Agents



The Certificate of
Incorporation and bylaws of the Company provide that the Company shall, to the fullest extent permitted by applicable law, as amended
from time to time, indemnify all directors of the Company, as well as any officers or employees of the Company to whom the Company
has agreed to grant indemnification.



Section 145 of the
Delaware General Corporation Law empowers a corporation to indemnify its directors and officers and to purchase insurance with
respect to liability arising out of their capacity or status as directors and officers provided that this provision shall not eliminate
or limit the liability of a director (I) for any breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising
under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper
personal benefit.



The Delaware General
Corporation Law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights
to which the directors and officers may be entitled under the corporation's by-laws, any agreement, vote of shareholders or otherwise.



The effect of the foregoing
is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in
their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.





33







INSOFAR AS INDEMNIFICATION FOR LIABILITIES
ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.



Identification of Significant Employees



The Company currently
has two full-time employees, not including independent consultants.



Involvement
in Certain Legal Proceedings



None
of our directors or executive officers has, during the past ten years:



| | • | Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and
other minor offences);
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation
or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or
within two years prior to that time;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his
involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities,
or to be associated with persons engaged in any such activity;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating
to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial
institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or
restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law
or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





34







| | • | Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange,
association, entity or organization that has disciplinary authority over its members or persons associated with a member.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Except
as set forth in our discussion below in “Certain Relationships and Related Transactions, none of our directors, director
nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates
or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.



Committees of the Board



Our
Company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does
our Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary
to have such committees, at this time, because the Board of Directors can adequately perform the functions of such committees.



Our
Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for
Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature
and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any
specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or
procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders,
and make recommendations for election or appointment.



A
shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President
and Director, at the address appearing on the first page of this filing.



Risk Oversight



Effective
risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision,
the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board
of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy,
evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of
Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.





35







Corporate Governance



The
Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely
and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made
by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally
adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the
Company is not required to do so.



In
lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning
the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial
statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the
Company’s internal accounting controls, practices and policies.



Code of Ethics



Our Board of Directors
has not adopted a code of ethics. We anticipate that we will adopt a code of ethics when we increase either the number of our Directors
or the number of our employees.





ITEM 11. EXECUTIVE COMPENSATION



To date, the Company
has not paid compensation to any executive officer or director. The Company may choose to pay a salary or fees to its executive
management in the future. There have been no changes in the Company’s compensation policy since the end of the Company’s
last fiscal year, December 31, 2019.



Narrative Disclosure to Summary Compensation
Table



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





36







Notwithstanding the
foregoing, there are no current employment agreements between the Company and its executive officers. The compensation discussed
herein addresses all compensation awarded to, earned by, or paid to our named executive officers. There are no other stock option
plans, retirement, pension, or profit-sharing plans for the benefit of our officers and directors other than as described herein.



Outstanding Equity Awards at Fiscal
Year-End



There are no current
outstanding equity awards to our executive officers as of December 31, 2019.



Committees of the Board



Our Company currently
does not have nominating, compensation or audit committees or committees performing similar functions nor does our Company have
a written nominating, compensation or audit committee charter. Our sole Director believes that it is not necessary to have such
committees, at this time, because he can adequately perform the functions of such committees.



Our Company does not
have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The
sole Director believes that, given the stage of our development, a specific nominating policy would be premature and of little
assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or
minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for
evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and
make recommendations for election or appointment.



A shareholder who wishes
to communicate with our Board of Directors may do so by directing a written request addressed to our President and Director, at
the address appearing on the first page of this filing.



Risk Oversight



Effective risk oversight
is an important priority of the Company. Because risks are considered in virtually every business decision, the Director’s
approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the
Company’s risk management processes, allocating responsibilities for risk oversight among the future full Board of Directors,
and fostering an appropriate culture of integrity and compliance with legal responsibilities.





37







Corporate Governance



The Company promotes
accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company;
and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written
code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required
to do so.



In lieu of an Audit
Committee, the Company’s sole Director is responsible for reviewing and making recommendations concerning the selection of
outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements
and other services provided by the Company’s independent public accountants. The Company’s sole Director reviews the
Company’s internal accounting controls, practices and policies.



Code of Ethics



The Company has not
adopted a code of ethics. We anticipate that we will adopt a code of ethics when we increase either the number of our Directors
or the number of our employees.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the
Exchange Act may require our executive officers and Directors, and persons who own more than ten percent of our common stock to
file reports of ownership and change in ownership with the SEC and the exchange on which the common stock is listed for trading.
Executive officers, Directors and more than ten percent (10%) stockholders are required by regulations promulgated under the Exchange
Act to furnish us with copies of all Section 16(a) reports filed. Based solely on our review of copies of the Section 16(a) reports
filed for the fiscal year ended December 31, 2019, we believe that our executive officers, Directors and ten percent (10%) stockholders
complied with all reporting requirements applicable to them.



Director Compensation



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





38







Notwithstanding the
foregoing, our sole Director does not currently receive any consideration for his services as a Director. The Company reserves
the right in the future to award future members of the Board of Directors cash or stock-based consideration for their services
to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.



Executive Compensation Philosophy



Our sole Director determines
the compensation given to our executive officers in his sole determination. Our sole Director also reserves the right to pay our
executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive
bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may
also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives
with our long-term business strategies. Additionally, our sole Director reserves the right to grant stock options in the future,
if he, in his sole determination, believes such grants would be in the best interests of the Company.



Incentive Bonus



The Board of Directors
may grant incentive bonuses to our executive officers in its sole discretion, if the Board of Directors believes such bonuses are
in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue
we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.



Long-term, Stock Based Compensation



In order to attract,
retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award certain
executives with long-term, stock-based compensation in the future, in the sole discretion of our sole Director, which we do not
currently have any immediate plans to award.





ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.



The following table
sets forth information as of the date of this prospectus regarding the beneficial ownership of the Company’s common stock
by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess
of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.





39







COMMON STOCK



|                                                           |  | Common Shares |           |  | Percentage  | 
|---------------------------------------------------------- |  | ------------- | --------- |  | ----------- | 
|                                                           |  | Owned         |           |  | Of Class(1) | 
|                                                           |  |               |           |  |             | 
|Mark Palumbo (2)(3)                                        |  |               | 9,800,000 |  |             | 
|Chief Executive Officer, Secretary, Treasurer and Director |  |               |           |  |             | 
|                                                           |  |               |           |  |             | 
|Marla Palumbo (3)(4)                                       |  |               | 1,200,000 |  |             | 
|President                                                  |  |               |           |  |             | 



| | (1) | Based on 18,435,000 common stock shares outstanding.
| | --- | ----------------------------------------------------



| | (2) | Consists of 3,000,000 shares initially owned in the Company as a result of the change in control, 1,800,000 shares received
in exchange for membership interests in Xceptor, LLC pursuant to the Acquisition and 5,000,000 shares in connection with a License
Agreement by and between the Company and Mr. Palumbo.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | This individual’s address is 1548 Loch Ness Dr., Fallbrook, CA  92028.
| | --- | ----------------------------------------------------------------------



| | (4) | Consists of 1,200,000 shares received in exchange for membership interests in Xceptor, LLC pursuant to the Acquisition.
| | --- | -----------------------------------------------------------------------------------------------------------------------





SERIES A PREFERRED STOCK



|                                                           |  | Series A Preferred  Shares Owned |       |  | Percentage of Class (1) | 
|---------------------------------------------------------- |  | -------------------------------- | ----- |  | ----------------------- | 
|Mark Palumbo (2)(3)                                        |  |                                  | 1,000 |  |                         | 
|Chief Executive Officer, Secretary, Treasurer and Director |  |                                  |       |  |                         | 



| | (1) | Based on 1,000 Series A Preferred Stock shares outstanding.
| | --- | -----------------------------------------------------------



| | (2) | Consists of 1,000 shares of Series A Preferred Stock, purchased at par value, which, voting together
as a class, have the right to vote 60% of the Company’s voting shares on any and all shareholder matters (the “Majority
Voting Rights”). Additionally, the Company shall not adopt any amendments to the Company’s Bylaws, Articles of Incorporation,
as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification
of the Series A Preferred Stock, without the affirmative vote of at least a majority of the outstanding shares of Series A Preferred
Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred
Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually
or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Other than
the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption
rights, whatsoever.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Mr. Palumbo’s address is 1548 Loch Ness Dr., Fallbrook, CA 92028.
| | --- | -----------------------------------------------------------------



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, DIRECTOR INDEPENDENCE.



Transactions with Related Persons



Marla Palumbo has advanced
the Company a limited amount of funds to cover some general operating expenses and travel costs. These advances are unsecured,
due on demand and non-interest bearing. As of December 31, 2019 and 2018, the balance due to Ms. Palumbo for cash advances is $9,498
and $300, respectively. Ms. Palumbo is the President of the Company and wife of the CEO, Mark Palumbo.



On June 29, 2018, Ms.
Palumbo advanced the Company $6,000 for general operating expenses. The advance is unsecured, due on demand and non-interest bearing.
During the year ended December 31, 2019, the $6,000 was repaid.



During the year ended
December 31, 2018, EME, Ltd. advanced the Company $2,366 to pay for certain operating expenses. EME, Ltd. is owned by Mark Palumbo,
CEO. The advance was repaid during the year ended December 31, 2019. The advance was unsecured, non-interest bearing and due on
demand. In addition, there is $9,857 and $4,373 of accounts payable due to EME, Ltd as of December 31, 2019 and 2018.





40







During the years ended
December 31, 2019 and 2018, the Company paid sales commissions of $25,562 and $28,655, respectively, to EME Ltd.



During the years ended
December 31, 2019 and 2018, respectively, the Company incurred $6,400 and $4,800 of expense for Matthew Palumbo for product design
services. Matthew Palumbo is the son of Mark Palumbo, CEO.



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



On March 30, 2020, the Company issued
1,000 shares of its Series A Preferred Stock to Mark Palumbo, an officer and director of the Company, for $0.0001 per share in
reliance on the exemption from registration under Section 4(a)(2). Series A Preferred Stock, voting together as a class, have the
right to vote 60% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”).
Additionally, the Company shall not adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended,
make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of
the Series A Preferred Stock, without the affirmative vote of at least a majority of the outstanding shares of Series A Preferred
Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred
Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually
or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Other than
the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption
rights, whatsoever.



Our officers and director
are now and may in the future become a stockholder, officer or director of other companies that may be engaged in business activities
similar to those conducted by us. Accordingly, direct conflicts of interest may arise in the future with respect to such individuals
acting on our behalf or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which
come to the attention of such individual in the performance of his duties or otherwise. Although we do not currently have a right
of first refusal pertaining to opportunities that come to management’s attention insofar as such opportunities may relate
to our business operations, we have established a conflict of interest policy intended to ensure timely disclosure and avoidance
of activities and relationships that conflict with the interests of the Company.



Our officers and director
are subject to the restriction that all opportunities contemplated by our business plan which come to their attention, either in
the performance of their duties or in any other manner, will be considered opportunities of, and be made available to our Company.
A breach of this requirement will be a breach of the fiduciary duties of the officer or director.



All future affiliated
transactions will be made or entered into on terms that are no less favorable to us than those that can be obtained from any unaffiliated
third party. To the extent possible, a majority of the independent, disinterested members of our board of directors will approve
future affiliated transactions.





41







Review, Approval and
Ratification of Related Party Transactions



Given
our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or
ratification of transactions, such as those described above, with our executive officers, Directors and significant stockholders.
However, all of the transactions described above were approved and ratified by our Board of Directors. In connection with the approval
of the transactions described above, our Board of Directors, took into account several factors, including their fiduciary duties
to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction;
the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services
were available; and the terms the Company could receive from an unrelated third party.



We
intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional
Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate
committee thereof. With regard to any future related party transaction, we plan to fully disclose any and all related party
transactions in the following manner:



| | ● | Disclosing such transactions in reports where required;
| | - | -------------------------------------------------------



| | ● | Disclosing in any and all filings with the SEC, where required;
| | - | ---------------------------------------------------------------



| | ● | Obtaining disinterested directors consent; and
| | - | ----------------------------------------------



| | ● | Obtaining shareholder consent where required.
| | - | ---------------------------------------------



Director Independence



Quotations for the
Company’s common stock are entered on the Over-the-Counter Bulletin Board inter-dealer quotation system, which does not have
director independence requirements. For purposes of determining director independence, the Company applied the definitions set
out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also
an executive officer or employee of the corporation. As a result, the Company does not have any independent directors. Our sole
director, Mark Palumbo, is also an executive officer of the Company.







42













ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES.



Audit Fees



The aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial
statement and review of financial statements included in our 10-Q reports and services normally provided by the accountant in connection
with statutory and regulatory filings or engagements were $35,000 for fiscal year ended December 31, 2019, and $35,000 for fiscal
year ended December 31, 2018.



Audit-Related Fees



The aggregate fees billed in each
of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the
performance of the audit or review of our financial statements that are not reported above were nil for fiscal years ended December
31, 2019 and 2018, respectively.



Tax Fees



The aggregate fees billed in each
of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and
tax planning were nil for fiscal years ended December 31, 2019 and 2018, respectively.



All Other Fees



The aggregate fees billed in each
of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above
were nil for fiscal years ended December 31, 2019 and 2018, respectively.



Audit Committee



As of the date of this
Annual Report, the Company did not have a standing audit committee serving, and as a result our board of directors performs the
duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement
of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.



43









PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.



| | (a) | Financial Statements Index
| | --- | --------------------------



The following financial statements are filed with this report:



Report of Independent Registered Public
Accounting Firm



Balance Sheets at December 31, 2019 and
2018



Statements of Operations for the years ended December
31, 2019 and December 31, 2018



Statements of Cash Flows for the years ended December
31, 2019 and December 31, 2018



Statements of Changes in Stockholders’ Equity
(Deficit) for the years ended December 31, 2019 and 2018



Notes to Financial Statements





44







EXHIBITS



|2.1   | Agreement and Plan of Reorganization between CannAssist International Corp. and Xceptor LLC (previously filed on Form 8-K on July 13, 2018 as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.)
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                     
|3.1   | Certificate of Incorporation (previously filed on Form 10-12G on January 18, 2017 as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.)                                                         
|      |                                                                                                                                                                                                                                                     
|3.2   | By-laws (previously filed on Form 10-12G on January 18, 2017 as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.)                                                                              
|      |                                                                                                                                                                                                                                                     
|3.3   | Amendment to Certificate of Incorporation (previously filed on Form S-1 on October 22, 2018 as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.)                                               
|      |                                                                                                                                                                                                                                                     
|3.4   | Series A Certificate of Designation filed with the Secretary of State of Delaware on May 6, 2019 (filed on Form 8-K on March 30, 2020) as Exhibit 3.4)                                                                                              
|      |                                                                                                                                                                                                                                                     
|10.1  | Technology License Agreement between CannAssist International Corp. and Mark Palumbo (previously filed on Form 8-K on May 15, 2019 as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.)        
|      |                                                                                                                                                                                                                                                     
|21.1  | List of Subsidiaries (previously filed on Form S-1 on February 15, 2019 as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.)                                                                   
|      |                                                                                                                                                                                                                                                     
|31.1* | Rule 15d-14(a) Certification by Principal Executive Officer and Principal Financial Officer                                                                                                                                                         
|      |                                                                                                                                                                                                                                                     
|32.1* | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer                                                                                                                                                           





| | * | Filed herewith.
| | - | ---------------



45









SIGNATURES



Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
in Fallbrook, CA, thereunto duly authorized, on August 19, 2020.





| | CANNASSIST INTERNATIONAL CORP.
| | ------------------------------
| |                               
| | By:                           
| |                               
| |                               
| | By:                           
| |                               
| |                               
| | By:                           
| |                               





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, on August 19, 2020.



| | By:    | /s/ Mark Palumbo                                     
| | ------ | -----------------------------------------------------
| | Title: | Chief Executive Officer (Principal Executive Officer)
| |        |                                                      
| | By:    | /s/ Mark Palumbo                                     
| | Title: | Treasurer (Principal Financial Officer)              
| |        |                                                      
| | By:    | /s/ Mark Palumbo                                     
| | Title: | Treasurer (Principal Accounting Officer)             



Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons, constituting all of
the members of the board of directors, in the capacities and on the dates indicated.





|Signature        |  | Capacity |  | Date           
|---------------- |  | -------- |  | ---------------
|                 |  |          |  |                
|/s/ Mark Palumbo |  | Director |  | August 19, 2020



46







SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION
12 OF THE ACT



We will furnish to
the Securities and Exchange Commission, at the same time that it is sent to stockholders, any proxy or information statement that
we send to our stockholders in connection with any annual stockholders’ meeting.



47







FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting Firm                                                 | F-1
|------------------------------------------------------------------------------------------------------- | ---
|                                                                                                        |    
|Balance Sheets as of December 31, 2019 and 2018                                                         | F-2
|                                                                                                        |    
|Statements of Operations for the years ended December 31, 2019 and 2018                                 | F-3
|                                                                                                        |    
|Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 
31, 2019 and 2018 | F-4
|                                                                                                        |    
|Statements of Cash Flows for the years ended December 31, 2019 and 2018                                 | F-5
|                                                                                                        |    
|Notes to Consolidated Financial Statements                                                              | F-6



48







Report of Independent Registered Public Accounting
Firm





To the shareholders and the board of directors of CannAssist
International Corp.



Opinion on the Financial Statements



We have audited the accompanying balance sheets of CannAssist
International Corp. (the "Company") as of December 31, 2019 and 2018, the related statements of operations, stockholders'
equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States.



Basis for Opinion



These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.



Our audit included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis
for our opinion.



Substantial Doubt about the Company’s Ability
to Continue as a Going Concern



The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s
significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.





/s/ BF Borgers CPA PC

BF Borgers CPA PC



We have served as the Company's auditor since 2018

Lakewood, CO

April 8, 2020



F-1







CannAssist International Corp.

Balance
Sheets








|                                                                                                                                 |  | December 31, 2019 |          |   | December 31,  2018 |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ------------------ | -
|ASSETS                                                                                                                           |  |                   |          |   |                    |  
|Current assets:                                                                                                                  |  |                   |          |   |                    |  
|Cash                                                                                                                             |  | $                 | 80,021   |   |                    | $
|Accounts receivable                                                                                                              |  |                   | 1,135    |   |                    |  
|Prepaid expenses                                                                                                                 |  |                   | 4,145    |   |                    |  
|Other asset                                                                                                                      |  |                   | 1,567    |   |                    |  
|Inventory                                                                                                                        |  |                   | 50,592   |   |                    |  
|                                                                                                                                 |  |                   |          |   |                    |  
|Total assets                                                                                                                     |  | $                 | 137,460  |   |                    | $
|                                                                                                                                 |  |                   |          |   |                    |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY  (DEFICIT)                                                                                  |  |                   |          |   |                    |  
|Current liabilities:                                                                                                             |  |                   |          |   |                    |  
|Accounts payable and accruals                                                                                                    |  | $                 | 124,796  |   |                    | $
|Accounts payable – related party                                                                                                 |  |                   | 9,857    |   |                    |  
|Accrued liabilities                                                                                                              |  |                   | -        |   |                    |  
|Customer deposits                                                                                                                |  |                   | 54,660   |   |                    |  
|Due to a related party                                                                                                           |  |                   | 9,498    |   |                    |  
|Loan payable                                                                                                                     |  |                   | 1,000    |   |                    |  
|Accrual for income taxes                                                                                                         |  |                   | -        |   |                    |  
|Total current liabilities                                                                                                        |  |                   | 199,811  |   |                    |  
|                                                                                                                                 |  |                   |          |   |                    |  
|Commitments and contingencies                                                                                                    |  |                   | -        |   |                    |  
|                                                                                                                                 |  |                   |          |   |                    |  
|Stockholders’ Equity (Deficit):                                                                                                  |  |                   |          |   |                    |  
|Preferred stock, $0.0001 par value 20,000,000 shares  authorized; none issued and outstanding                                    |  |                   | -        |   |                    |  
|Common Stock, $0.0001 par value, 100,000,000 shares  authorized; 18,435,000 and 12,410,000 issued and  outstanding, respectively |  |                   | 1,844    |   |                    |  
|Stock subscription receivable                                                                                                    |  |                   | -        |   |                    |  
|Additional paid in capital                                                                                                       |  |                   | 358,317  |   |                    |  
|(Accumulated deficit) / retained earnings                                                                                        |  |                   | (422,512 | ) |                    |  
|Total Stockholders’ (deficit) / equity                                                                                           |  |                   | (62,351  | ) |                    |  
|                                                                                                                                 |  |                   |          |   |                    |  
|Total Liabilities and Stockholders’ Deficit                                                                                      |  | $                 | 137,460  |   |                    | $



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





F-2







CannAssist International Corp.

Statements
of Operations








|                                                        |  | For the years ended December 31, |           
|------------------------------------------------------- |  | -------------------------------- | ----------
|                                                        |  | 2019                             |           
|                                                        |  |                                  |           
|Revenue                                                 |  | $                                | 686,400   
|Revenue – related party                                 |  |                                  | -         
|Total revenue                                           |  |                                  | 686,400   
|                                                        |  |                                  |           
|Cost of revenue                                         |  |                                  | 461,606   
|Cost of revenue– related party                          |  |                                  | -         
|Total cost of revenue                                   |  |                                  | 461,606   
|Gross margin                                            |  |                                  | 224,794   
|                                                        |  |                                  |           
|Operating expenses:                                     |  |                                  |           
|General and administrative                              |  |                                  | 267,895   
|General and administrative– related party               |  |                                  | 158,500   
|Commissions – related party                             |  |                                  | 25,562    
|Professional fees                                       |  |                                  | 211,192   
|Total operating expenses                                |  |                                  | 663,149   
|                                                        |  |                                  |           
|(Loss) / income from operations                         |  |                                  | (438,355  
|                                                        |  |                                  |           
|Other expense:                                          |  |                                  |           
|Interest expense                                        |  |                                  | (4,451    
|Total other expense                                     |  |                                  | (4,451    
|                                                        |  |                                  |           
|(Loss) / income before provision for income taxes       |  |                                  | (442,806  
|Provision for income taxes                              |  |                                  | -         
|                                                        |  |                                  |           
|Net (loss) / income                                     |  | $                                | (442,806  
|                                                        |  |                                  |           
|(Loss) / income per share, basic and diluted            |  | $                                | (0.02     
|Weighted average shares outstanding, basic and  diluted |  |                                  | 17,773,836



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





F-3







CannAssist International Corp.

Statement of Changes in Stockholders’
Equity

December
31, 2019 and 2018








|                                                          |  |              |             |   | Additional |   |        | Stock        |  |   |            |   |  | Total         |    
|--------------------------------------------------------- |  | ------------ | ----------- | - | ---------- | - | ------ | ------------ |  | - | ---------- | - |  | ------------- | ---
|                                                          |  | Common Stock |             |   | Paid-in    |   |        | Subscription |  |   | Retained   |   |  | Stockholders' |    
|                                                          |  | Shares       |             |   | Amount     |   |        | Capital      |  |   | Receivable |   |  | Earnings      |    
|Balance, December 31,  2017                               |  |              | 20,000,000  |   |            | $ | 2,000  |              |  | $ | 471        |   |  | $             | -  
|Common stock  cancelled                                   |  |              | (20,000,000 | ) |            |   | (2,000 | )            |  |   | 2,000      |   |  |               | -  
|Shares issued with  merger                                |  |              | 3,000,000   |   |            |   | 300    |              |  |   | (300       | ) |  |               | -  
|Contributed capital                                       |  |              | -           |   |            |   | -      |              |  |   | 2,400      |   |  |               | -  
|Recapitalization of  reverse merger                       |  |              | -           |   |            |   | -      |              |  |   | (650       | ) |  |               | -  
|Common stock issued  for cash                             |  |              | 5,005,000   |   |            |   | 501    |              |  |   | 9,999      |   |  |               | (30
|Common stock issued  for cash – related party             |  |              | 4,405,000   |   |            |   | 440    |              |  |   | -          |   |  |               | -  
|Net income                                                |  |              | -           |   |            |   | -      |              |  |   | -          |   |  |               | -  
|Balance, December 31,  2018                               |  |              | 12,410,000  |   |            |   | 1,241  |              |  |   | 13,920     |   |  |               | (30
|Common stock issued  for cash                             |  |              | 850,000     |   |            |   | 85     |              |  |   | 149,915    |   |  |               | 30 
|Common stock issued for license agreement – related party |  |              | 5,000,000   |   |            |   | 500    |              |  |   | 149,500    |   |  |               | -  
|Common stock issued for services                          |  |              | 175,000     |   |            |   | 18     |              |  |   | 43,732     |   |  |               | -  
|Contributed capital                                       |  |              | -           |   |            |   | -      |              |  |   | 1,250      |   |  |               | -  
|Net loss                                                  |  |              | -           |   |            |   | -      |              |  |   | -          |   |  |               | -  
|Balance, December 31,  2019                               |  |              | 18,435,000  |   |            | $ | 1,844  |              |  | $ | 358,317    |   |  | $             | -  



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





F-4







CannAssist International Corp.

Statements
of Cash Flows








|                                                                                     |  | For the year ended December 31, |         
|------------------------------------------------------------------------------------ |  | ------------------------------- | --------
|                                                                                     |  | 2019                            |         
|Cash flows from operating activities:                                                |  |                                 |         
|Net (loss) income                                                                    |  | $                               | (442,806
|Adjustments to reconcile net (loss) income to net cash used in operating activities: |  |                                 |         
|Recapitalization of reverse merger                                                   |  |                                 | -       
|Common stock issued to licensing expense – related party                             |  |                                 | 150,000 
|Common stock issued for services                                                     |  |                                 | 43,750  
|Changes in Operating Assets and Liabilities:                                         |  |                                 |         
|Accounts receivable                                                                  |  |                                 | 55,024  
|Inventory                                                                            |  |                                 | (30,828 
|Prepaid expenses and other assets                                                    |  |                                 | 56,462  
|Accounts payable and accrued liabilities                                             |  |                                 | 33,966  
|Customer deposits                                                                    |  |                                 | (5,011  
|Net cash provided by operating activities                                            |  |                                 | (139,443
|                                                                                     |  |                                 |         
|Cash flows from Investing activities:                                                |  |                                 | -       
|                                                                                     |  |                                 |         
|Cash flows from Financing activities:                                                |  |                                 |         
|Proceeds from loans - related party                                                  |  |                                 | 12,450  
|Repayment of related party loans                                                     |  |                                 | (11,617 
|Contributed capital                                                                  |  |                                 | 1,250   
|Proceeds from sale of common stock                                                   |  |                                 | 150,030 
|Net cash provided by financing activities                                            |  |                                 | 152,113 
|                                                                                     |  |                                 |         
|Net increase in cash                                                                 |  |                                 | 12,670  
|Cash, beginning of year                                                              |  |                                 | 67,351  
|Cash, end of year                                                                    |  | $                               | 80,021  
|                                                                                     |  |                                 |         
|Supplemental Disclosure of Cash Flow Information:                                    |  |                                 |         
|Cash paid for interest                                                               |  | $                               | -       
|Cash paid for taxes                                                                  |  | $                               | -       



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





F-5







CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019



NOTE 1 - DESCRIPTION OF BUSINESS AND
HISTORY



Description of business



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



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



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



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



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Basis of Presentation



The Company’s financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).



Use of Estimates



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



Concentrations of Credit Risk



We maintain our cash in bank deposit accounts,
the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently
have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.



Cash equivalents



The Company considers all highly liquid
investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the
year ended December 31, 2019 or 2018.





F-6







CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019



Accounts Receivable



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



Fair value of financial instruments



The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37
of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted
in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency
and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy
which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described
below:



| | Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting
date.
| | -------- | --------------------------------------------------------------------------------------------------------------

| | Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which
are either directly or indirectly observable as of the reporting date.
| | -------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market
data.
| | -------- | ------------------------------------------------------------------------------------------



The carrying amount of the Company’s
financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the
short maturity of those instruments.  The Company’s notes payable approximates the fair value of such instruments based
upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements
at December 31, 2019.



Revenue Recognition



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



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



The Company recognizes revenue when product
is shipped. The Company will often receive payment and/or pay for the cost of goods prior to shipping. When this occurs, the result
is both a prepaid for the supplies to be used in their product and a customer deposit. As of December 31, 2019, the Company has
a prepaid expense of $4,145 and customer deposits of $54,660, for orders to be shipped in Q1, 2020. As of December 31, 2018, the
Company has a prepaid expense of $62,173 and customer deposits of $59.671, for orders to be shipped in Q1, 2019.



F-7









CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019



Cost of Sales



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



Income taxes



The Company follows Section 740-10-30 of
the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred
tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities
using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are
reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years
in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.



The Company adopted section 740-10-25 of
the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section
740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded
in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position
only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the
technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.
Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting
in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized
income tax benefits according to the provisions of Section 740-10-25.



Stock-based Compensation



We account for equity-based transactions
with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”).
ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock
issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments,
other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of
the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.



We account for employee stock-based compensation
in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based
payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their
fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional
paid-in capital over the period during which services are rendered.



Net income (loss) per common share



Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is
computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.
 Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares
of common stock and potentially outstanding shares of common stock during the period.  The weighted average number of common
shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first
period presented. The Company has no dilutive shares as of December 31, 2019 and 2018.





F-8







CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019



Recently issued accounting
pronouncements



Topic 606, Revenue from Contracts with
Customers, of the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). The guidance
in ASC 606 was originally issued by the FASB in May 2014 in Accounting Standards Update (ASU) 2014-09, Revenue from Contracts
with Customers (Topic 606). Since then, the FASB has issued several ASUs that have revised or clarified the guidance in ASC
606. The Company has evaluated the impact of this accounting standard update and noted that it has had no material impact.



On June 20, 2018, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718):
Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve
financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers,
etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards.
Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after
this date. The guidance is effective for interim and annual periods beginning after December 15, 2018.



In January 2017, the Financial Accounting
Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations
(Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business
with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions
or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals,
goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and
should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this
accounting standard update.



In August 2015, the FASB issued ASU 2015-14,
Deferral of the Effective Date, which amended the effective date for nonpublic entities to annual reporting periods beginning after
December 15, 2018. In March 2016, the FASB issued an update (ASU 2016-08) to ASC 606, Principal versus Agent Considerations (Reporting
Revenue Gross versus Net), which clarifies the guidance on principal versus agent considerations. In April 2016, the FASB issued
an update (ASU 2016-10) to ASC 606, Identifying Performance Obligations and Licensing, which provides clarification related to
identifying performance obligations and licensing implementation guidance under ASU 2014-09. In May 2016, the FASB issued an update
(ASU 2016-12) to ASC 606, Narrow-Scope Improvements and Practical Expedients, which amends guidance on transition, collectability,
noncash consideration and the presentation of sales and other similar taxes. In December 2016, the FASB issued an update (ASU 2016-20)
to ASC 606, Technical Corrections and Improvements, which outlines technical corrections to certain aspects of the new revenue
recognition standard such as provisions for losses on construction type contracts and disclosure of remaining performance obligations,
among other aspects. The effective date and transition requirements are the same as those in ASU 2014-09 for all subsequent clarifying
guidance discussed herein.



The guidance permits two methods of adoption:
retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect
of initially applying the guidance recognized at the date of initial application (modified retrospective method). As an Emerging
Growth Company, the standard is effective for the Company’s 2019 annual reporting period and for interim periods after 2019.
The Company is in the process of analyzing the potential impact this standard will have on its consolidated financial position
and results of operations. The Company expects to apply the modified retrospective method upon adoption.



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



F-9







CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019



NOTE 3 - GOING CONCERN



The accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has generated revenues of $686,400 during the year ended December 31, 2019 and had a net
loss of $442,806 (which included $193,750 on non-cash stock compensation expense) for the year ended December 31, 2019. The Company
has an accumulated deficit of $422,512 as of December 31, 201. The Company requires capital for its contemplated operational and
marketing activities. The obtainment of additional financing, through an initial capital raise,the successful development of the Company’s contemplated plan of operations, and its transition to the attainment
of continued profitable operations are necessary for the Company to continue operations. There is no guarantee that the Company
will be able to obtain the necessary financing or profitable operations. These conditions and the ability to successfully resolve
these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements
of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.



NOTE 4 – LOAN PAYABLE



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



NOTE 5 – RELATED PARTY TRANSACTIONS



Marla Palumbo has advanced the Company
a limited amount of funds to cover some general operating expenses and travel costs. These advances are unsecured, due on demand
and non-interest bearing. As of December 31, 2019 and 2018, the balance due to Ms. Palumbo for cash advances is $9,498 and $300,
respectively. Ms. Palumbo is the President of the Company and wife of the CEO, Mark Palumbo.



On June 29, 2018, Ms. Palumbo advanced
the Company $6,000 for general operating expenses. The advance is unsecured, due on demand and non-interest bearing. During the
year ended December 31, 2019, the $6,000 was repaid.



During the year ended December 31, 2018,
EME, Ltd. advanced the Company $2,366 to pay for certain operating expenses. EME, Ltd. is owned by Mark Palumbo, CEO. The advance
was repaid during the year ended December 31, 2019. The advance was unsecured, non-interest bearing and due on demand. In addition,
there is $9,857 and $4,373 of accounts payable due to EME, Ltd as of December 31, 2019 and 2018.



During the years ended December 31, 2019
and 2018, the Company paid sales commissions of $25,562 and $28,655, respectively, to EME Ltd.



During the years ended December 31, 2019
and 2018, respectively, the Company incurred $6,400 and $4,800 of expense for Matthew Palumbo for product design services. Matthew
Palumbo is the son of Mark Palumbo, CEO.



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





F-10







CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019



NOTE 6 – COMMON STOCK



During the year ended December 31, 2018,
the Company sold 5,005,000 shares of common stock to third parties for total cash proceeds of $10,500. As of December 31, 2018,
$30 had not been collected and has been debited to stock subscription receivable. The $30 was collected during the year ended December
31, 2019.



Pursuant to the terms of the licensing
agreement with Mark Palumbo (Note 5) the Company issued 5,000,000 shares of common stock. The shares were valued at $0.03, the
average price that common stock has recently been sold for, for total non-cash expense of $150,000.



During year ended December 31, 2019, the
Company granted 175,000 shares of common stock for services. The shares were valued at $0.25 for total non-cash expense of $43,750.



During the year ended December 31, 2019,
the Company sold 850,000 shares of common stock for total cash proceeds of $150,000.



NOTE 7 – INCOME TAXES



Deferred taxes are provided on a liability
method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry
forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be
realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax
Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date
of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.



Net deferred tax assets consist of the
following components as of December 31:



|                                            |  | 2019 |         |   | 2018 |  
|------------------------------------------- |  | ---- | ------- | - | ---- | -
|Federal income tax benefit attributable to: |  |      |         |   |      |  
|Current operations                          |  | $    | 93,000  |   |      | $
|Less: valuation allowance                   |  |      | (93,000 | ) |      |  
|Net provision for Federal income taxes      |  | $    | -       |   |      | $



The income tax provision differs from the
amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the
period ended December 31, due to the following:



|                         |  | 2019 |         |   | 2018 |  
|------------------------ |  | ---- | ------- | - | ---- | -
|Deferred Tax Assets:     |  |      |         |   |      |  
|NOL Carryover            |  | $    | 88,700  |   |      | $
|Less valuation allowance |  |      | (88,700 | ) |      |  
|Net deferred tax assets  |  | $    | -       |   |      | $



Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.



ASC Topic 740 provides guidance on the
accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to
determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits
of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount
to recognize in the financial statements.



The Company includes interest and penalties arising from the
underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2019, the Company
had no accrued interest or penalties related to uncertain tax positions.





F-11







CANNASSIST INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019





NOTE 8 – SUBSEQUENT EVENTS



On March 30, 2020, the Company issued 1,000 shares of
its Series A Preferred Stock to Mark Palumbo, an officer and director of the Company, for $0.0001 per share in reliance on the
exemption from registration under Section 4(a)(2). Series A Preferred Stock, voting together as a class, have the right to vote
60% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally,
the Company shall not adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes
to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred
Stock, without the affirmative vote of at least a majority of the outstanding shares of Series A Preferred Stock. However, the
Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical,
corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate,
adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Other than the Majority Voting
Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever.



On April 1, 2020, the Company entered into an agreement
with an independent consultant pursuant to which the consultant shall be paid a cash monthly retainer of $5,000 a month and shall
be issued 110,000 warrants to purchase shares of the common stock of the Company at an exercise price equal to $0.0001 per share,
subject to certain conditions regarding vesting. This agreement has a term of 12 months and shall be automatically renewed on a
month to month basis unless terminated upon 30 days’ written notice.



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





F-12