U.S. SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

 

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

 

ACT OF 1934

 

For the quarterly period ended SEPTEMBER 30, 2018

 

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

ACT OF 1934

 

Commission file number:  000-55809

 

CANNASSIST INTERNATIONAL CORP.

 (Exact name of registrant as specified in its charter)

 

 

Delaware		82-1873116
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
1548 Loch Ness Dr., Fallbrook, CA  92028		82834
(Address of Principal Executive Offices)		(Zip Code)

 

 

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

 

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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  ☒       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 and post such files). Yes. ☒ No. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☐

Accelerated filer ☐ Smaller reporting company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes  ☐       No  ☒

 

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of December 19, 2018, the issuer had 12,100,000 shares of its common stock issued and outstanding.

 

 

TABLE OF CONTENTS

 

PART I
Item 1.	Condensed Unaudited Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
PART II		12
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mining Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	14
	Signatures	14

 

 

 PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

 

CANNASSIST INTERNATIONAL CORP.

INDEX TO FINANCIAL STATEMENTS

 

 

Condensed Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017	4
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2018) and for the period from May 17, 2017 (inception) to September 30, 2017 (Unaudited)	5
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2018 and for the period from May 17, 2017 (inception) to September 30, 2017 (Unaudited)	6
Notes to Condensed Financial Statements (Unaudited)	7

 

 

CannAssist International Corp. Condensed Balance Sheets

 

		September 30, 2018				December 31, 2017
			(unaudited)
ASSETS
Current assets:
Cash		$	52,644			$	380
Accounts receivable			67,960				-
Prepaid expenses			91,181				-
Inventory			13,600				-
Total assets		$	225,385			$	380
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	16,896			$	-
Accrued liabilities			-				2,000
Customer deposits			163,980				-
Due to a related party			2,635				-
Loan payable			7,000				1,000
Accrual for income taxes			7,300				-
Total current liabilities			197,811				3,000
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; 11,800,000 and 20,000,000 issued and outstanding, respectively			1,180				2,000
Additional paid in capital			3,921				471
Retained earnings (accumulated deficit)			22,473				(5,091	)
Total Stockholders’ equity (deficit)			27,574				(2,620	)
Total Liabilities and Stockholders’ Deficit		$	225,385			$	380

 

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

 

 

CannAssist International Corp. Condensed Statements of Operations (unaudited)

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,				For the period from May 17, 2017 (inception) to
		2018				2017				2018				September 30, 2017
Revenue		$	189,330			$	-			$	189,683			$	-
Revenue – related party			163,980				-				163,980				-
Total revenue			353,310				-				353,663				-
Cost of revenue			141,636				-				141,693				-
Cost of revenue– related party			129,636				-				129,636				-
Total cost of revenue			271,272				-				271,329				-
Gross margin			82,038				-				82,334				-
Operating expenses:
General and administrative			11,515				250				12,371				3,562
Commissions – related party			17,594				-				17,594				-
Professional fees			10,797				-				17,505				-
Total operating expenses			39,906				250				47,470				3,562
Income (loss) before provision for income taxes			42,132				(250	)			34,864				(3,562	)
Provision for income taxes			(7,300	)			-				(7,300	)			-
Net income (loss)		$	34,832			$	(250	)		$	27,564			$	(3,562	)
Income (loss) per share, basic and diluted		$	0.00			$	(0.00	)		$	0.01			$	(0.00	)
Weighted average shares outstanding, basic and diluted			10,367,501				20,000,000				15,688,608				20,000,000

   

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

 

 

CannAssist International Corp. Condensed Statements of Cash Flows (unaudited)

 

		For the Nine Months Ended September 30, 2018				For the period from May 17, 2017 (inception) to September 30, 2017
Cash flows from operating activities:
Net income (loss)		$	34,864			$	(3,562	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Common stock issued for services			-				2,000
Expenses paid for by stockholder and contributed as capital			1,750				312
Changes in Operating Assets and Liabilities:
Accounts receivable			(13,300	)			-
Inventory			(13,600	)			-
Prepaid expenses			(91,181	)			-
Accounts payable and accrued liabilities			14,896				1,250
Customer deposits			109,320				-
Net cash provided by operating activities			42,749				-
Cash flows from Investing activities:			-				-
Cash flows from Financing activities:
Proceeds from loans			6,000				-
Loan from a related party			2,635				-
Proceeds from sale of common stock			880				-
Net cash provided by financing activities			9,515				-
Net increase in cash			52,264				-
Cash, beginning of period			380				-
Cash, end of period		$	52,644			$	-
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-

 

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

 

 

CANNASSIST INTERNATIONAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2018

(Unaudited) 

 

 

NOTE 1 - DESCRIPTION OF BUSINESS AND HISTORY

 

Description of business

CannAssist International Corp. (the “Company” “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. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders and effecting a change in control.

 

On June 18, 2018, the Company cancelled all 20,000,000 shares of its issued and outstanding stock, which were contributed by the Company’s then shareholders, James Cassidy and James McKillop, at no cost to the Company, and issued 4,200,000, 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. 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(s) elected new management of the Company. The Company intends to develop its business plan by acquiring Xceptor, LLC, a Wyoming corporation.

 

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 is 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.

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.

 

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.

 

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 September 30, 2018, the Company has a prepaid expense of $91,181 and customer deposits of $109,230, for orders to be shipped in Q4.

 

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.

 

Recent Issued Accounting Pronouncements

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

 

NOTE 3 - GOING CONCERN

 

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated revenues of $353,663 during the nine months September 30, 2018 and had a net income of $34,864 for the nine months ended September 30, 2018. The Company has retained earnings of $22,473 as of September 30, 2018. 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 – RELATED PARTY TRANSACTIONS

 

On June 18, 2018, the Company cancelled all 20,000,000 shares of its issued and outstanding stock, which were contributed by the Company’s then shareholders, James Cassidy and James McKillop, at no cost to the Company, and issued 4,405,000, 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. All shares were sold to related parties at par value of $0.0001 for total cash proceeds of $440.

 

During the nine months ended September 30, 2018, a related party advanced the Company $2,635 to pay for certain operating expenses. The advances are unsecured, non-interest bearing and due on demand.

 

During the quarter ended September 30, 2018, the Company made a related party sale of $163,980, with related party cost of revenue of $129,636. The sale was processed through EME, LLC. EME, LLC is owned by Mark Palumba, CEO, and was the company previously fulfilling these orders. This sale was a onetime occurrence.

 

NOTE 5 – COMMON STOCK

 

During the nine months ended September 30, 2018, the Company sold 4,395,000 shares of common stock to third parties for total cash proceeds of $440.

 

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.

 

 

NOTE 6 – SUBSEQUENT EVENTS

 

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

 

Subsequent to September 30, 2018, the Company sold 610,000 shares of common stock for total cash proceeds of $10,060.

 

 

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

 

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

 

Forward Looking Statements

 

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

        ·our future strategic plans

        ·our future operating results;

        ·our business prospects;

        ·our contractual arrangements and relationships with third parties;

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

        ·our possible future financings; and

        ·the adequacy of our cash resources and working capital.

 

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

 

Executive Overview

 

CannAssist International Corporation (“CannAssist” or the "Company") 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. The Company is a blank check company and qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April 2012. Since inception the Company’s operations to date of the period covered by this report were limited to issuing shares of common stock to its original shareholders and filing a registration statement on Form 10 on September 11, 2017 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock. On May 23, 2018 the Company changed its name to CannAssist International Corporation.

 

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 is 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 its cannabidiol ("CBD") product, “Cibidinol,” which is formulated based on a proprietary process developed by its founder Mark Palumbo (US Provisional Patent Number 62/581,605). CBD is a non-psychoactive compound found in hemp and cannabis. 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 proprietary CBD product, Cibidinol. Cibidinol will be available in a line of consumable and topical products that the Company believes will make enhanced CBD products more available and accessible to consumers.

 

The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with it.

 

Results of Operation for the Three Months Ended September 30, 2018 and 2017

 

Revenues

For the three months ended September 30, 2018 the Company had revenue of $353,310, $163,980 of which is related party, and costs of revenue of $271,272, $129,636 of which is related party. There was no revenue or cost of revenue for the three months ended September 30, 2017. The increase in revenue and cost of revenue is from the operations of Xceptor.

 

General and administrative expenses

General and administrative expenses were $11,515 for the three months ended September 30, 2018 compared to $250 for the three months ended September 30, 2017. General and administrative expenses have increased with the recent increase in business activity.

 

Commissions

Commission expense was $17,594 for the three months ended September 30, 2018 compared to $0 for the three months ended September 30, 2017. Commission expense is paid to EME, LLC, a related party

 

Professional fees

Professional fees were $10,797 for the three months ended September 30, 2018 compared to $0 for the three months ended September 30, 2017. Professional fees consist of audit, accounting and legal fees. The fees have increased with the increase in services required to comply with SEC filing requirements.

 

Net Income (Loss)

For the three months ended September 30, 2018 we realized net income of $34,832, after a $7,300 provision for income tax expense, as compared to a net loss of $250 for three months ended September 30, 2017. The change from a net loss to net income in the current period is due to the recent acquisition of Xceptor.

 

Results of Operation for the Nine Months Ended September 30, 2018 from May 17, 2017 (inception) to September 30, 2017

 

Revenues

For the nine months ended September 30, 2018 the Company had revenue of $353,663, and costs of revenue of $271,329. There was no revenue or cost of revenue for the period May 17, 2017 through September 30, 2017. The increase in revenue and cost of revenue is from the operations of Xceptor.

 

General and administrative expenses

General and administrative expenses were $12,371 for the nine months ended September 30, 2018 compared to $3,562 for the period May 17, 2017 through September 30, 2017. General and administrative expenses have increased with the recent increase in business activity.

 

Commissions

Commission expense was $17,594 for the nine months ended September 30, 2018 compared to $0 for the nine months ended September 30, 2017. Commission expense is paid to EME, LLC, a related party.

 

Professional fees

Professional fees were $17,505 for the nine months ended September 30, 2018 compared to $0 for the period May 17, 2017 through September 30, 2017. Professional fees consist of audit, accounting and legal fees. The fees have increased with the increase in services required to comply with SEC filing requirements.

 

 

Net Income (Loss)

For the nine months ended September 30, 2018 we realized net income of $27,564, after a $7,300 provision for income tax expense, as compared to a net loss of $3,562 for the period May 17, 2017 through September 30, 2017. The change from a net loss to net income in the current period is due to the recent acquisition of Xceptor.

 

Liquidity and Capital Resources

 

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated revenues of $353,663 during the nine months September 30, 2018 and had a net income of $34,864 (before provision for taxes) for the nine months ended September 30, 2018. The Company has retained earnings of $22,473 as of September 30, 2018. 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.

 

The Company was provided with $42,749 of cash from operations for the nine months ended September 30, 2018. Net cash provided by financing activities for the nine months ended September 30, 2018 was $9,515.

 

Critical Accounting Estimates and Policies

 

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

 

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

 

Off-Balance Sheet Arrangements 

 

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

 

Recent Accounting Pronouncements

 

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended September 30, 2018.

 

 

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

·

timely and accurate reconciliation of accounts

·

lack of segregation of duties

 

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

 

Changes in Internal Controls

 

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended September 30, 2018, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A. RISK FACTORS

 

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

 

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

 

The Company has issued the following securities in the last three (3) years. Such securities were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale.

 

Since inception, the Company has issued shares of common stock which were not registered as follows:

 

The Company (as Iris Grove Acquisition Corporation) issued an aggregate of 20,000,000 shares on formation in May 2017 pro rata (10,000,000 each) to James Cassidy and James McKillop, at a purchase price equal to $0.0001 per share, of which all 20,000,000 shares were redeemed via contribution and cancelled at no cost to the Company.

 

In May 2018, the Company issued 4,200,000 shares of its common stock, at a purchase price equal to $0.0001 per share for total proceeds of $420, as part of a change in control.

 

On July 12, 2018, pursuant to the Acquisition, the Company issued 3,000,000 shares of its common stock, valued at $0.0001 per share, in exchange for all the outstanding membership interests of Xceptor LLC then held by its 2 members.

 

During the nine months ended September 30, 2018, the Company sold 4,600,000 shares of common stock, at a price of $0.0001 per share, for cash proceeds of $460 in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D as promulgated thereunder.

 

 

Subsequent to September 30, 2018 through the date of this report, the Company sold 610,000 shares of common stock for total cash proceeds of $10,060 in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D as promulgated thereunder.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINING SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None 

 

 

ITEM 6. EXHIBITS

 

No.	Description
31.1	Chief Executive Officer Section 302 Certification
31.2	Chief Financial Officer Section 302 Certification
32.1	Section 906 Certification
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

 

 

 

 

 

 

SIGNATURES 

 

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

 

CANNASSIST INTERNATIONAL CORPORATION

 

Dated: December 20, 2018	By:  /s/ Mark Palumbo Mark Palumbo Chief Executive Officer
	By: /s/ Mark Palumbo Mark Palumbo Chief Financial Officer

 

 

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