Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (§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)~~submit). Yes [X] 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). [_]

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 [X]

As of the end of the quarterly reporting period ending ~~May 31,~~November 30, 2020 there were ~~17,066,096~~39,714,845 shares of the registrant's common stock outstanding.

As of ~~July 15, 2020,~~January 12, 2021, there were ~~24,127,592~~42,778,826 shares of the ~~registrant’s~~registrant's common stock ~~outstanding, respectively.~~

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

We are a research and development company primarily focused on entering a wide array of cannabis, hemp and related market sectors. Our primary objective is to create and commercialize engineered technologies delivering hemp extracts and cannabinoids to the human body. We also invest, or provide managerial services, in specialized areas of the regulated hemp and cannabis industries.

Cannabis Global, Inc.~~, formerly known as MCTC Holdings, Inc.,~~ is located at 520 S. Grand Avenue, Suite 320, Los Angeles, California 90071. Our telephone number is (310) 986-4929 and our website is www.cannabisglobalinc.com. Our shares of Common Stock are quoted on the OTC Markets Pink Tier, operated by OTC Markets Group, Inc., under the ticker symbol “CBGL.”

We incorporated in Nevada in 2005 under the name MultiChannel Technologies Corporation, a wholly owned subsidiary of Octillion Corporation, a development stage technology company focused on the identification, acquisition and development of emerging solar energy and solar related technologies, and related products having the potential for commercialization. In April, 2005, we changed our name to MicroChannel Technologies, Inc., and in June, 2008, began trading on the OTC Markets under the trading symbol “MCTC.” ~~We are a~~Our business focused on research and development ~~company focused on cannabinoid research~~of a patented combination of physical, chemical and ~~unique delivery cannabinoid delivery methods.~~biological cues at the “cellular” level to facilitate peripheral nerve regeneration.

In August, 2011, we ceased operations and attempted to ~~create~~identify, locate, and ~~commercialize proprietary engineered technologies to deliver hemp extracts and cannabinoids~~if warranted, acquire new commercial opportunities. On June 27, 2018, we changed domiciles from the State of Nevada to the ~~human body.~~State of Delaware and thereafter reorganized under the Delaware Holding Company Statute (Delaware General Corporation Law Section 251(g). On or about July 12, 2018, we formed two subsidiaries for the purpose of effecting the reorganization. We ~~are achieving this goal by way~~incorporated MCTC Holdings, Inc. and MCTC Holdings Inc. incorporated MicroChannel Corp. We then effected a merger involving the three constituent entities, and under the terms of the ~~introduction~~merger we were merged into MicroChannel Corp., with MicroChannel Corp. surviving and our separate corporate existence ceasing. Following the merger, MCTC Holdings, Inc. became the surviving publicly traded issuer and all of our assets and liabilities were merged into MCTC Holdings, Inc.’s wholly owned subsidiary MicroChannel Corp. Our shareholders became the shareholders of MCTC Holdings, Inc. on a one for one basis.

On May 25, 2019, Lauderdale Holdings, LLC, a Florida limited liability company, and beneficial owner 70.7% of our issued and outstanding common stock, sold 130,000,000 common shares, to Mr. Robert Hymers, Mr. Edward Manolos and Mr. Dan Nguyen, all of whom were previously unaffiliated parties of the ~~industry~~Company. Each individual purchased 43,333,333 common shares for $108,333,333 or an aggregate of ~~new hemp~~$325,000. These series of transactions constituted a change in control.

On August 9, 2019, the Company filed a DBA in California registering the operating name Cannabis Global. On July 1, 2019, the Company entered into a 100% business acquisition with Action Nutraceuticals, Inc., a company owned by our CEO, Arman Tabatabaei in exchange for $1,000 (see “Related Party Transactions”).

On February 20, 2020, the Company entered into a material definitive agreement with Lelantos Biotech, Inc., a Wyoming corporation (“Lelantos”), and ~~hemp extract infusion technologies,~~its owners Ma Helen M. Am Is, Inc., a Wyoming corporation (“Helen M.”), East West Pharma Group, Inc., a Wyoming corporation (“East West”), and ~~via~~New Horizons Laboratory Services, Inc., a Wyoming corporation (“New Horizons”). In exchange for intellectual properties owned by Lelantos, the ~~introduction~~Company agreed to issue 400,000 shares of ~~new consumer products based~~common stock and convertible promissory notes to Lelantos and its owners. On June 15, 2020, the Company and Lelantos entered into a modification agreement cancelling the Company's obligation to issue 400,000 shares of common stock and the convertible promissory notes. The Company and Lelantos agreed to a purchase price of five hundred thousand dollars ($500,000), payable by the issuance of a promissory note. The aggregate unpaid principal amount of the note is paid in monthly payments of seven thousand, five hundred dollars ($7,500) beginning on ~~these technologies.~~

1)~~Development of new routes and vehicles for hemp extraction and cannabinoid delivery to the human body.~~

2)~~Production of unique polymeric nanoparticles and fibers for use in oral and dermal cannabinoid delivery. In particular, we are developing specific technology to delivery rare cannabinoids.~~

3)~~Research and commercialization of new methodologies to isolate and/or concentrate various cannabinoids and other substances that comprise industrial hemp oil and other extracts.~~

4)Establishment of new methods to increase the bioavailability of cannabinoids to the human body utilizing nanoparticles, nanofibers, and other proven bioenhancers, including naturally occurring glycosides, unique infusions with other food stuffs, and d-α-Tocopherol polyethylene glycol 1000 succinate (TPGS), whichSeptember 1, 2020, terminating on February 1, 2025. There is ~~widely used as a water-soluble vitamin E formulation.~~

5)A comprehensive research and development initiative, named Project Varin, to develop novel production methods for production of, and use for, rare cannabinoids, Tetrahydrocannabivarin (THC-V) and Cannabinol (CBN). Several developments have been made via the research initiative, including novel production methods for polymeric nanoparticles and nanofibers, and novel products basedno interest on the ~~nanoparticles~~note or on the unpaid balance.

On March 30, 2020, we completed a redomicile from Delaware to Nevada, and ~~nanofibers produced by~~changed the ~~Company is~~Company’s name to Cannabis Global, Inc. and concurrently its ~~research partners.~~trading symbol to “CBGL.”

6)~~Unique “powderization” technologies to transform liquid based cannabinoid-containing substances into free flowing power form for use in foods and beverages.~~

On May 6, 2020, the Company signed a joint venture agreement with RxLeaf, Inc. (“RxLeaf”) a Delaware corporation, creating a joint venture for the purpose of marketing the Company’s products to consumers. Under the terms of the agreement, the Company will produce products, which will be sold by RX Leaf via its digital marketing assets. The Company agreed to share the profits from the joint venture on a 50/50 basis. ~~A copy~~

On July 22, 2020, we signed a management agreement with Whisper Weed, Inc., a California corporation (“Whisper Weed”). Edward Manolos, a director of the ~~joint venture~~Company, is a shareholder in Whisper Weed (see “Related Party Transactions”). Whisper Weed conducts licensed delivery activity of cannabis products in California. The material definitive agreement ~~is included~~requires the parties to create a separate entity, CGI Whisper W, Inc. in California as a wholly owned subsidiary of the Company. The business of CGI Whisper W, Inc. will be to provide management services for the lawful delivery of cannabis in the State of California. The Company will manage CGI Whisper W, Inc. operations. In exchange for the Company providing management services to Whisper Weed through the auspices of CGI Whisper W, Inc., the Company will receive as consideration a quarterly fee of 51% of the net profits earned by Whisper Weed. As separate consideration for the transaction, the Company agreed to issue to Whisper Weed $150,000 in the Company’s restricted common stock, valued for purposes of issuance based on the average closing price of the Company’s common stock for the twenty days preceding the entry into the material definitive agreement. Additionally, the Company agreed to amend its articles of incorporation to designate a new class of preferred shares. The preferred class shall be designated and issued to Whisper Weed in an ~~exhibit.~~

~~On March~~amount equal to two times the quarterly payment made to the Company. The preferred shares shall be convertible into the Company’s common stock after 6 months, and shall be senior to other debts of the Company. The conversion to common stock will be based on a value of common stock equal to at least two times the actual sales for the previous 90 day period. The Company agreed to include in the designation the obligation to make a single dividend payment to Whisper Weed equal to 90% of the initial quarterly net profits payable by Whisper Weed. As of November 30, 2020, the Company ~~filed Articles of Incorporation for Cannabis Global, Inc. in~~has not issued the ~~State of Nevada. Concurrently,~~common or preferred shares, nor designated the Company filed Articles of Domestication in the State of Nevada and Articles of Conversion in the State of Delaware, to effectively change its domicile from Delaware to Nevada, effective March 30, 2020, and to begin operations as of that date as Cannabis Global, Inc., a Nevada Corporation. On April 13, 2020, the Company filed a Notice of Corporate Action with FINRA to formally change its name, trading symbol and domicile. The Company is not planning to change its fiscal year. As of the date of this filing, the FINRA Corporate Action is pending.preferred stock series.

On ~~February~~August 31, 2020, we entered into a stock purchase agreement with Robert L. Hymers III (“Hymers”). Pursuant to the Stock Purchase Agreement, the Company purchased from Hymers 266,667 shares of common stock of Natural Plant Extract of California Inc., a private California corporation (“NPE”), in exchange for $2,040,000. The purchased shares of common stock represents 18.8% of the outstanding capital stock of NPE on a fully diluted basis. NPE operates a licensed psychoactive cannabis manufacturing and distribution business operation in Lynwood, California. In connection with the stock purchase agreement, the Company became a party to a Shareholders Agreement, dated June 5, 2020, by and among Alan Tsai, Hymers, Betterworld Ventures, LLC, Marijuana Company of America, Inc. and NPE. The Shareholders Agreement contains customary rights and obligations, including restrictions on the transfer of the Shares. Pursuant to the stock purchase agreement, we were required to pay the purchase price in monthly installments of $20,000 for a period of twenty-seven (27) months, with the first payment commencing September 1, 2020 and the remaining payments due and payable on the first day of each subsequent month. At January 1, 2020, we were in arrears for five payments due totally $100,000. Consequently, on January 3, 2021, we entered into a settlement agreement concerning the five delinquent payments by agreeing to issue to Hymers a total of 1,585,791 shares of registered common stock from our S-1 registration statement made effective November 12, 2020 (see Subsequent Events).

On September 30, 2020, the Company entered into a securities exchange agreement with Marijuana Company of America, Inc., a Utah corporation (“MCOA”). By virtue of the agreement, the Company issued 7,222,222 shares of its unregistered common stock to MCOA in exchange for 650,000,000 shares of MCOA unregistered common stock. The Company and MCOA also entered into a lock up leak out agreement which prevents either party from sales of the exchanged shares for a period of 12 months. Thereafter the parties may sell not more than the quantity of shares equaling an aggregate maximum sale value of $20,000 per week, or $80,000 per month until all Shares and Exchange Shares are sold.

On November 16, 2020, the Company ~~acquired Lelantos Biotech, Inc.,~~entered into a ~~Wyoming corporation~~business acquisition agreement with Ethos Technology LLC, dba Comply Bag, a California limited liability company (“~~Lelantos”~~Ethos”). ~~Lelantos owned assets including intellectual property~~Ethos is a development stage business in the ~~form~~process of ~~trade secrets, intellectual property rights and trade secrets concerning cannabinoid delivery systems. Lelantos had no liabilities or other business operations. The parties to~~entering the acquisition agreement were the Company, Lelantos, Ma Helen M. Am Is, Inc., a Wyoming corporation (“Helen M.”), East West Pharma Group, Inc., a Wyoming corporation (“East West”), and New Horizons Laboratory Services, Inc., a Wyoming corporation (“New Horizons”). There were no material relationships between the Company or its affiliates, and Lelantos, Helen M., East West, New Horizons, or any of their respective affiliates, other than in respect of the material definitive agreement. The terms and conditionsmarket for cannabis trackable storage bags. By virtue of the agreement, ~~required~~Ethos sold, assigned, and transferred to the Company ~~to issue 400,000 shares~~all of Ethos’ business, including all of its ~~common stock to Lelantos,~~assets and ~~separately, issue~~associated liabilities, in exchange for the Company’s issuance of an aggregate of ~~$500,000 in the form~~6,000,000 common shares. 3,000,000 shares were due at signing, with 1,500,000 shares being issued to Edward Manolos, and 1,500,000 shares being issued to Thang Nguyen. Mr. Manolos is a director of notes payable as follows: $225,000 to Helen M.; $50,000 to East West, $225,000 to New Horizons. The notes matured on May 31, 2020. All notes payable had terms and conditions more fully described in the Company’s Form 8-K filing of February 20, 2020. On May 31, 2020, the Company and ~~East West agreed to cancel~~a related party. Mr. Nguyen is the ~~$50,000 note. All principal and interest were forgiven. The Company did not incur any penalty or other costs associated with the cancellation~~brother of Dan Van Nguyen, a director of the ~~East West note. On May,~~Company and a related party. After Ethos ships orders for Ethos products equaling $1,000,000 to unaffiliated parties, the Company will issue to Messrs. Manolos and Nguyen an additional 1,500,000 shares of common stock each.

During quarterly financial reporting period ending November 30, 2020, the Company ~~New Horizons and Helen M. entered into forbearance agreements concerning their respective notes payable, The forbearance agreements resulted~~generated $4,530 in new notes amending the maturity dates to November 15, 2020, and increased the interest rates on the notes to 9% respectively. On May 31, 2020, the Company, New Horizons and Helen M, entered into material modification agreements cancelling the original February 4, 2020 notes, as amended, completely, and the obligation to issue 400,000 shares to Lelantos under the acquisition agreement. The modification agreement required the Company, as consideration for the acquisition of Lelantos, to issue a new single note to Lelantos in the sum of $500,000, with payment terms and conditions more fully disclosed in the Company’s Form 8-K filed on June 18, 2020. This modification agreement is outlined in further detail in ~~Subsequent Events~~.

On August 9, 2019, our board of directors determined the Company no longer met the definition of a Shell Company as defined in Item 1101(b) of Regulation AB (§ 229.1101(b) of this chapter), which defines a Shell Company as one that has: 1) No or nominal operations; and 2) Either: (i) No or nominal assets; (ii) Assets consisting solely of cash and cash equivalents; or (iii) Assets consisting of any amounts of cash and cash equivalents and nominal other assets. By way of the Company: 1) beginning business activities and operations, 2) hiring its CEO, 3) appointing a highly experienced board of directors, 4) retaining consultants, 5) signing two property leases, 6) approval of budgets and business plans for several initiatives, 7) production of product samples, 8) sales initiatives to prospective customers, and other related business activities, the board of directors believes such activities are qualified as non-nominal operations and therefore the board of directors declared its believe the Company is no longer defined by Item 1101(b) of Regulation AB (§ 229.1101(b) of this chapter).

~~On August 9, 2019, the Company filed a DBA in California registering the operating name Cannabis Global.~~

On July 1, 2019, the Company acquired Action Nutraceuticals, Inc., a company owned by our current CEO, Arman Tabatabaei for one thousand dollars ($1,000) (See “Transactions with Related Persons, Promoters and Certain Control Persons”).

On or about June 27, 2018 we changed domiciles from the State of Nevada to the State of Delaware and thereafter reorganized under the Delaware Holding Company Statute Delaware General Corporation Law Section 251(g). On or about July 12, 2018, two subsidiaries were formed for the purpose of effecting the reorganization. We incorporated MCTC Holdings, Inc. and MCTC Holdings Inc. incorporated MicroChannel Corp. We then effected a merger involving the three constituents and under the terms of the merger we were merged into MicroChannel Corp., with MicroChannel Corp. being the surviving entity, and our separate corporate existence ceasing. Following the merger MCTC Holdings, Inc. became the surviving publicly traded issuer and all of our assets and liabilities were merged into MCTC Holdings, Inc.’s wholly owned subsidiary MicroChannel Corp. Our shareholders became the shareholders of MCTC Holdings, Inc. on a one for one basis.

On May 25, 2019, Lauderdale Holdings, LLC, a Florida limited liability company, in which former Chief Executive Officer, Garry McHenry maintains a controlling interest, sold 8,666,667 common shares of MCTC Holdings, Inc., representing approximately 70.7% of the 12,257,640 issued and outstanding shares to Messrs. Robert Hymers, Edward Manolos and Dan Nguyen, all of whom were previously unaffiliated parties. Each purchased 2,888,889 common shares for $108,333.33 each or an aggregate of $325,000, utilizing personal funds. This series of transactions constitute a change in control of the Company. The assets and liabilities of MicroChannel Corp. were spun out to Lauderdale Holdings, LLC as part of the change in control.

On April 4, 2005, MultiChannel changed its name to MicroChannel Technologies Corporation. The Company’s original name was MultiChannel Technologies Corporation (“MultiChannel”) which was incorporated on February 28, 2005 under the laws of the State of Nevada (U.S.A.) and was originally formed as a wholly-owned subsidiary of Octillion Corp. (“Octillion”). Octillion (a Canadian company was trading in the OTC Markets under the symbol “OCTL”). At the time of Octillion’s existence, Octillion was a development stage technology company focused on the identificati0n, acquisition and development of emerging solar energy and solar related technologies and products.

On January 14, 2009, Octillion Corp. (Symbol: OCTL), the parent company of MicroChannel announced that it had changed its name to New Energy Technologies, Inc. (Symbol: NENE) (“New Energy”). The name change became effective on the Over-the-Counter Bulletin Board at the opening of trading on January 14, 2009. On June 24, 2008, MicroChannel announced that it initiated trading of its stocks on the OTC Bulletin Board under the stock symbol “MCTC”. On August 22, 2007, by corporate action taken by MicroChannel’s executive team and board members, the company amended its Articles of Incorporation to increase its authorized capital stock to 300,000,000 million shares of common stock, $0.0001 par value per share. As of September 25, 2007, there were 1,000,000 shares of common stock were issued and outstanding; there were no preferred shares issued and outstanding. The directors and sole shareholder have approved a forward split of their issued and outstanding shares of common stock on the basis of 538,646 for 1 for the purpose of effecting the distribution.

During recent financial reporting periods, the Company has continued its research and development programs and completed the development of several of its products, beginning initial shipments to new customers. For the quarter ending May 31, 2020, revenues, ~~were $19,750. The Company~~ has an accumulated deficit of ~~$5,023,803 as of May 31, 2020,~~$6,410,173, and does not have positive cash flows from operating activities. ~~Furthermore, as shown in the accompanying financial statements for nine months ended May 31, 2020, the Company had a net loss of $3,896,202 and used cash in operations of $1,054,985.~~ The Company expects to incur additional losses as ~~it executes~~begins to execute its business ~~strategy.~~strategy in the cannabinoid marketplace. The Company will be subject to the risks, uncertainties, and difficulties frequently encountered by early-stage companies. The Company may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause the Company’s business, results of operations, and financial condition to suffer. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance date of these financial statements.

The Company’s ability to continue as a going concern is an issue due to its net losses and negative cash flows from operations, and its need for additional financing to fund future operations. Management plans to obtain necessary funding from outside sources and through the sales of Company shares. There can be no assurance that such funds, if available, can be obtained on terms reasonable to the Company. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty.

Based on the Company’s current level of expenditures, management believes that cash on hand is not adequate to fund operations for the next twelve months. Management of the Company is estimating approximately ~~$1,000,000~~$1,500,000 will be required over the next twelve months to fully execute its business strategy. These can be no assurance the Company will be able to obtain such funds.

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the amounts reported in those statements. We have made our best estimates of certain amounts contained in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. However, application of our accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties, and, as a result, actual results could differ materially from these estimates. Management believes that the estimates, assumptions, and judgments involved in the accounting policies described below have the most significant impact on our consolidated financial statements.

We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary.

The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under non-operating income (expense).

Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The consolidated financial statements include the accounts of the Company and its wholly owned ~~subsidiaries, Action Nutraceuticals, Inc. and Aidan & Co, Inc.~~subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company accounts for arrangements that are not controlled through voting or similar rights as variable interest entities (“VIEs”). An enterprise is required to consolidate a VIE if it is the primary beneficiary of the VIE. A VIE is created when (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or (ii) the entity’s equity holders as a group either: (a) lack the power, through voting or similar rights, to direct the activities of the entity that most significantly impact the entity’s economic performance, (b) are not obligated to absorb expected losses of the entity if they occur, or (c) do not have the right to receive expected residual returns of the entity if they occur. If an entity is deemed to be a VIE, the enterprise that is deemed to have a variable interest, or combination of variable interests, that provides the enterprise with a controlling financial interest in the VIE, is considered the primary beneficiary and must consolidate the VIE. Investments where the Company has significant influence, but not control, and joint ventures which are VIEs in which the Company is not the primary beneficiary, are recorded under the equity method of accounting on the accompanying consolidated financial statements.

As of November 30, 2020, the Company held a variable interest in an entity for which it directly held an 18.8% equity interest, and indirectly controlled 37.6% of the equity. The entity was not determined to be a VIE under ASC 810, as it did not meet the criteria outlined above. Since the Company indirectly controls less than 50% of the voting interest of the entity, the entity is not consolidated, and the Company accounts for the investment under the equity method of accounting in accordance with ASC 321. Since the entity in which the Company holds its investment does not have a readily determinable fair value, the Company elected to account for the investment under the measurement alternative, accounting for the investment at cost less impairment, plus or minus any changes resulting from observable price changes in orderly transactions for the same investment. See Note 8 for additional information on this investment.

The preparation of financial statements in conformity with U.S. GAAP 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 periods. Actual results could differ from those estimates.

The extent to which the COVID-19 pandemic impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of the COVID-19 pandemic, the extent to which it will impact worldwide macroeconomic conditions, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of August 30, 2020 and through the date of this report. The matters assessed included accounts receivable and the carrying value of investments, intangible assets and other long-lived assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts to the Company’s consolidated financial statements in future reporting periods.

We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution.

Inventory is primarily comprised of work in progress. Inventory is valued at cost, based on the specific identification method, unless and until the ~~market~~net realizable value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to ~~market~~the net realizable value. As of ~~May~~August 31, 2020, and ~~May~~August 31, 2019, market values of all of our inventory were at cost, and accordingly, no such valuation allowance was recognized.

Deposits is comprised of advance payments made to third parties, primarily for inventory for which we have not yet taken title. When we take title to inventory for which deposits are made, the related amount is classified as inventory, then recognized as a cost of revenues upon sale (see “Costs of Revenues” below). There were no deposits as of ~~May 31,~~November 30, 2020 or ~~May~~August 31, ~~2019.~~2020.

Prepaid expenses and other current assets is primarily comprised of advance payments made to third parties for independent contractors’ services or other general expenses. Prepaid services and general expenses are amortized over the applicable periods which approximate the life of the contract or service period.

Accounts receivable are recorded at the net value of face amount less any allowance for doubtful accounts. On a periodic basis, we evaluate our accounts receivable and, based on a method of specific identification of any accounts receivable for which we deem the net realizable value to be less than the gross amount of accounts receivable recorded, we establish an allowance for doubtful accounts for those balances. In determining our need for an allowance for doubtful accounts, we consider historical experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, our actual experience may vary from our estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay our fees, we may need to record additional allowances or write-offs in future periods. This risk is mitigated to the extent that we collect retainers from our clients prior to performing significant services.

The allowance for doubtful accounts, if any, is recorded as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments on accounts receivables, the provision is recorded in operating expenses. As of ~~May 31,~~November 30 2020, and ~~May 31,~~November, 2019, we had $0 and $0 allowance for doubtful accounts, respectively.

Property and Equipment is stated at net book value, cost less depreciation. Maintenance and repairs are expensed as incurred. Depreciation of owned equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two to seven years. Depreciation of capitalized construction in progress costs, a component of property and equipment, net, begins once the underlying asset is placed into service and is recognized over the estimated useful life. Property and equipment ~~are~~is reviewed for impairment as discussed below under “Accounting for the Impairment of Long-Lived Assets.” We did not capitalize any interest as of November 30, 2020, and as of November 30, 2019.

We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. We have not recorded any impairment charges related to long-lived assets during the ~~quarter~~year ended ~~May 31,~~November 30, 2020, and ~~May 21,~~as of November 30, 2019.

If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). We record a BCF as a debt discount pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ACF”) Topic 470-20 Debt with Conversion and Other ~~Options~~.Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and we amortize the discount to interest expense over the life of the debt using the effective interest method.

For annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective ASU 2014-09 “Revenue from Contracts with Customers” to supersede previous revenue recognition guidance under current U.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The guidance presents a single five-step model for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Two options are available for implementation of the standard which is either the retrospective approach or cumulative effect adjustment approach. The guidance becomes effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We determined to implement the cumulative effect adjustment approach to our implementation of FASB ASC Topic 606, with no restatement of the comparative periods presented. We intend to apply this method to any incomplete contracts we determine are subject to FASB ASC Topic 606 prospectively. As is more fully discussed below, we are of the opinion that none of our contracts for products contain significant financing components that require revenue adjustment under FASB ASC Topic 606.

In accordance with FASB ASC Topic 606, Revenue Recognition, we ~~will~~ recognize revenue when persuasive evidence of a significant financing component exists in our consulting and product sales contracts. We examine and evaluate when our customers become liable to pay for ~~goods;~~goods and services; how much consideration is paid as compared to the cash selling price of the ~~goods;~~goods or services; and, the length of time between our performance and the receipt of payment.

Revenue from product sales, including delivery fees, is recognized at a point in time when control of the promised goods is transferred to our customers in an ~~order has been obtained from~~amount that reflects the ~~customer, the price is fixed and determinable when the order is placed, the product is shipped, and collectability is reasonably assured.~~consideration we expect to be entitled to in exchange for those goods. Generally, we drop-ship orders to our clients with shipping-point or destination terms. For any shipments with destination terms, the Company defers revenue until delivery to the customer. Given the facts that (1) our customers exercise discretion in determining the timing of when they place their product order; and, (2) the price negotiated in our product sales is fixed and determinable at the time the customer places the order, we are not of the opinion that our product sales indicate or involve any significant customer financing that would materially change the amount of revenue recognized under the sales transaction, or would otherwise contain a significant financing component for us or the customer under FASB ASC Topic 606.

Our policy is to recognize ~~the~~ costs of revenue in the same manner in conjunction with revenue recognition. ~~Costs~~Cost of revenues include the costs directly attributable to revenue recognition and ~~include~~includes compensation and fees for services, travel and other expenses for services and costs of products and equipment. Selling, general and administrative expenses are charged to expense as incurred.

Restricted shares are awarded to employees and entitle the grantee to receive shares of restricted common stock at the end of the established vesting period. The fair value of the grant is based on the stock price on the date of grant. We recognize related compensation costs on a straight-line basis over the requisite vesting period of the award, which to date has been one year from the grant date.

We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. ~~For the quarterly reporting periods ending May~~As of November 30, 2020, and August 31, 2020, ~~and May 31, 2019,~~ we ~~incurred no income taxes and~~ had no liabilities related to federal or state income taxes.

From time to time the Company is subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the balance sheet. If the Company determines that such an estimate cannot be made, the Company's policy is to disclose a demonstration of its attempt to estimate the loss or range of losses before concluding that an estimate cannot be made, and to disclose it in the notes to the financial statements under Contingent Liabilities.

We report net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share”. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

During ~~the three-month quarterly reporting period~~fiscal years ending ~~May 31,~~November 30, 2020 and November 30, 2019, the Company recorded a net loss of $2,748,569, which equals a loss of $0.22 on a weighted average common shares outstanding of 12,549,491 common shares. Net loss per share during the three-month quarterly reporting period ending May 31, 2019 was $0.00 per share. The increase in theloss. Basic and diluted net loss per share is the same for ~~the three-month quarterly reporting period ending May 31, 2020 was primarily a result of increased operating expenses as the Company reorganized and due to increased interest expenses.~~

On April 30, 2020, the Company entered into a settlement agreement with its Chief Financial Officer (the “CFO”) whereby the CFO resigned and the Company issued a promissory note for $30,000, which represented the remaining amount owed to the CFO for services rendered. The note matures December 31, 2020 and bears interest at the rate of 10% per annum, payable at maturity. The noteholder has the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at a fixed conversion price of $0.02 per share, subject to adjustment. As a result of the beneficial conversion price, upon issuance, the Company recognized debt discount of $30,000, which is being amortized to interest expense over the term of the note. As of May 31, 2020, the carrying value of the note was $3,796, net of debt discount of $26,204 and accrued interest was $255.

Upon the issuance of the convertible promissory notes with variable conversion prices, the Company determined that the features associated with the embedded conversion option embedded in the debentures should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions.

At the issuance date of the convertible notes payable, the Company estimated the fair value of the embedded derivatives of $1,038,111 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 389.94% to 398.53%, (3) risk-free interest rate of 0.16% to 1.60%, (4) expected life of one to three years and (5) estimated fair value of the Company’s common stock of $0.17 to $1.07 per share.

On May 31, 2020, the Company estimated the fair value of the embedded derivatives of $2,189,684 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 395.12%, (3) risk-free interest rate of 0.16% to 0.17%, (4) expected life of 0.57 to 1.75 years, and (5) estimated fair value of the Company’s common stock of $0.55 per share.

The Company issued two convertible promissory notes during the three month financial period ended February 29, 2020 having an aggregate principal amount of $133,101 in exchange for accrued expenses owed to related parties, of which $79,333 is payable to the Company’s current executive officer, Arman Tabatabaei, and $53,768 is payable to the Company’s former chief financial officer. The notes mature two years from the respective issuance date and bear interest at the rate of 10% per annum, payable at maturity. The noteholders shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at a variable conversion price of 50% of the average of the previous twenty (20) trading day closing prices of the Company’s common stock, subject to adjustment. As a result of the variable conversion prices, upon issuance, the Company recognized total debt discount of $133,101, which is being amortized to interest expense over the term of the notes. As of May 31, 2020, the carrying value of the notes was $19,021, net of debt discount of $114,080 and accrued interest was $3,782. On May 22, 2020, Mr. Tabatabaei converted the principal amount of $79,333 and interest of 2,608.33, for a total amount of $81,941.55 into 694,902 common shares.

On May 25, 2019, the Company issued two notes payable to Company directors Edward Manolos and Dan Nguyen, each in the amount of $16,666,67. The notes, which do not have a defined due date, outline a 5% per annum interest rate. These notes are additionally described herein in Footnote 5 - Notes Receivable, Related Party and in the footnote outlining Related Party Transactions. These notes are additionally described herein in Footnote 6- Notes to Shareholders, Related Party and in the footnote outlining Related Party Transactions.

On July 9, 2019, the Company, through its Action Nutraceuticals subsidiary, loaned, Split Tee, LLC (“Split Tee”), a venture associated with Director Edward Manolos, $20,000 to engage in an exploratory research project. An additional $20,000 was supplied to Split Tee on August 23, 2019. The loans carry interest at the rate of 10% per annum and are due in one year for issuance. ~~In addition, The Company, via Action Nutraceuticals subsidiary, invoiced Split Tee $5,000 as a consulting fee.~~ Because of Mr. Manolos’ association as a director, the Company believes these transactions are defined by 17 CFR § 229.404 - (Item 404). Transactions with related persons, promoters and certain control persons, which would require specific disclosures under the section cited.

On February 16, 2020, the Company acquired Lelantos Biotech, Inc., a Wyoming corporation (“Lelantos”). Lelantos owned assets including intellectual property in the form of trade secrets, intellectual property rights and trade secrets concerning cannabinoid delivery systems. Lelantos had no liabilities or other business operations. The parties to the acquisition agreement were the Company, Lelantos, Ma Helen M. Am Is, Inc., a Wyoming corporation (“Helen M.”), East West Pharma Group, Inc., a Wyoming corporation (“East West”), and New Horizons Laboratory Services, Inc., a Wyoming corporation (“New Horizons”). There were no material relationships between the Company or its affiliates, and Lelantos, Helen M., East West, New Horizons, or any of their respective affiliates, other than in respect As of the ~~material definitive agreement. The terms and conditions~~end of the agreement required the Company to issue 400,000 shares of its common stock to Lelantos, and separately, issue an aggregate of $500,000 in the form of notes payable as follows: $225,000 to Helen M.; $50,000 to East West, $225,000 to New Horizons. The notes matured on May 31, 2020. All notes payable had terms and conditions more fully described in the Company’s Form 8-K filing of February 20, 2020. On Mayfiscal year August 31, 2020, the Company ~~and East West agreed to cancel the $50,000 note. All principal and interest were forgiven. The Company did~~determined it is not ~~incur any penalty or other costs associated with the cancellation~~likely that repayment of the ~~East West note. On May,~~$40,000 note would occur, thus the Company booked an allowance for Bad Debt expense for the amount. As of the end of the November 30, 2020, the Company, New Horizons and Helen M. entered into forbearance agreements concerning their respective notes payable, The forbearance agreements resulted in new notes amending the maturity dates to November 15, 2020, and increased the interest rates on the notes to 9% respectively. On May 31, 2020, the Company, New Horizons and Helen M, entered into material modification agreements cancelling the original February 4, 2020 notes, as amended, completely, and the obligation to issue 400,000 shares to Lelantos under the acquisition agreement. The modification agreement required the Company, as consideration for the acquisition of Lelantos, to issue a new single note to Lelantos in the sum of $500,000, with payment terms and conditions more fully disclosed in the Company’s Form 8-K filed on June 18, 2020. This modification agreement is outlined in further detail in ~~Subsequent Events~~.

~~All of the Company’s patents are provisional patents. As such, the cost of the provisional patents and pending applications will not be amortized until the permanent patent is filed and approved.~~

On February 12, 2020, the Company issued three Sellers Acquisition promissory notes having an aggregate principal amount of $500,000 pursuant to an Acquisition Agreement to acquire Lelantos Biotech. The notes mature May 31, 2020; $450,000 (two tranches of $225,000) and $50,000 of the notes bear interest at the rate of 8% and 5% per annum, respectively. In the event, the notes are not paid within the Cash Repayment Period (prior to the Maturity Date), the notes specify the holder shall have two options for repayment including: [a] an Alternative Payment Stake Option equal to a 6.75%, 6.75% and 1.5% (or a pro-rated amount if the debt has been partially paid) fully diluted ownership position in the Company after August 4, 2020, August 12, 2020 and August 30, 2020, respectively; or [b] a Buy Out Option, anytime after the note has been outstanding for at least one year, equal to the total outstanding shares of the Company on the day of election, times 6.75%, 6.75% and 1.5%, respectively, times the average closing price of the Company’s common stock over the preceding 30 trading days, times 40% (due and payable within 90 days). Anti-dilution rights are provided for five years on the Sellers Acquisition notes and for 182 days after conversion to an Alternative Payment Stake. The notes include a Leak Out provision, should the Alternative Payment Stake option be elected, whereby no more than 30% of the holdings may be sold during the first 30 days after clearance for trading and no more than 25% of the remaining shares sold during any subsequent 30-day period. The notes are secured by a Security Agreement, require common shares to be reserved, are transferrable and are Senior to other debt of the Company. At maturity, on May 31, 2020, (i) the Company received forbearance agreements for the two tranches of $225,000 each whereby the maturity datebalance was extended to July 15, 2020 and the interest rate was increased to 9%; and (ii) the $50,000 note and all accrued interest thereon, in the amount of $747, was forgiven. Accordingly, the Company recognized a gain for debt forgiveness of $50,747. As of May 31, 2020, the carrying value of the notes was $450,000 and accrued interest payable was $10,750.zero.

On February 12, 2020, the Company entered into an Independent Consulting Agreement with a consultant to provide services from February 12, 2020 through December 14, 2020 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, the Company issued to the consultant a Compensation promissory note having a principal amount of $100,000 for the Deferred Compensation portion of the Consulting Agreement. The note matures August 4, 2020 and bears interest at the rate of 8% per annum. In the event, the note is not paid within the Cash Repayment Period (prior to the Maturity Date), the note specifies the holder shall have two options for repayment including: [a] an Alternative Payment Stake Option equal to a 8.5% (or a pro-rated amount if the debt has been partially paid) fully diluted ownership position in the Company after August 4, 2020; or [b] a Buy Out Option, anytime after the note has been outstanding for at least one year, equal to the total outstanding shares of the Company on the day of election, times 8.5% times the average closing price of the Company’s common stock over the preceding 30 trading days, times 40% (due and payable within 90 days). Anti-dilution rights are provided for five years on the Compensation note and for 182 days after conversion to an Alternative Payment Stake. The note includes a Leak Out provision, should the Alternative Payment Stake option be elected, whereby no more than 30% of the holdings may be sold during the first 30 days after clearance for trading and no more than 25% of the remaining shares sold during any subsequent 30-day period. The note is secured by a Security Agreement, requires common shares to be reserved, is transferrable and is Senior to other debt of the Company. As of May 31, 2020, the carrying value of the note was $100,000 and accrued interest payable was $2,389.

~~In October 2017 – August 31, 2018,~~On November 16, 2020, the Company ~~incurred~~entered into a ~~related party debt~~business acquisition agreement with Ethos Technology LLC, dba Comply Bag, a California limited liability company (“Ethos”). Ethos is a development stage business in the ~~amount~~process of ~~$10,000 to an entity related~~entering the market for cannabis trackable storage bags. By virtue of the agreement, Ethos sold, assigned, and transferred to the ~~legal custodian~~Company all of Ethos’ business, including all of its assets and associated liabilities, in exchange for the Company’s issuance of an aggregate of 6,000,000 common shares. 3,000,000 shares were due at signing, with 1,500,000 shares being issued to Edward Manolos, and 1,500,000 shares being issued to Thang Nguyen. Mr. Manolos is a director of the Company ~~for professional fees. As~~and a related party. Mr. Nguyen is the brother of ~~August 31, 2018, this balance was forgiven and was included as part of the $168,048 Cancellation of Debt Income on the Statement of Operations.~~

~~In November 30, 2017 – August 31, 2018, the Company issued~~Dan Van Nguyen, a ~~$35,554 in multiple notes payable to an entity related to the legal custodian of the Company. The notes payable bear interest at an annual rate of 10% and is convertible to common shares~~director of the Company ~~at $0.0001 per share.~~ and a related party. After Ethos ships orders for Ethos products equaling $1,000,000 to unaffiliated parties, the Company will issue to Messrs. Manolos and Nguyen an additional 1,500,000 shares of common stock each.

On ~~May 8, 2018, $13,000~~November 16, 2020, the Company sold an aggregate 3,000,000 shares of Company common stock, par value $0.001, equal in value to $177,000 based on the closing price on November 16, 2020. Of the total sold, 1,500,000 shares of common stock were sold to Edward Manolos and 1,500,000 shares of common stock were sold to Thang Nguyen. The sales were made in regards to the Company’s acquisition of Ethos, and its disclosures under Item 1.01 are incorporated herein by reference. The Company issued the above shares of its common stock pursuant to the exemption from the registration requirements of the ~~principal balance on notes payable~~Securities Act of 1933, as amended, available to the Company by Section 4(a)(2) promulgated thereunder due to the fact that it was an isolated issuance and did not involve a public offering of securities. Messrs. Manolos and Nguyen were ~~converted~~“accredited investors” and/or “sophisticated investors” pursuant to ~~common stock. The remaining principal balance was forgiven and included as Cancellation of Debt Income on the Income Statement for the year ended August 31, 2019.~~

~~In March 2018 and May 2018, a legal custodian~~Section 501(a)(b) of the ~~Company funded~~Securities Act, who provided the Company ~~$600~~with representations, warranties and information concerning their qualifications as “sophisticated investors” and/or “accredited investors.” The Company provided and made available to Messrs. Manolos and Nguyen full information regarding its business and operations. There was no general solicitation in ~~advances. On August 31, 2018, this amount was reclassified as a note payable, that bears interest at an annual rate of 10% and is payable upon demand.~~

In connection with the ~~above notes,~~offer or sale of the restricted securities. Messrs. Manolos and Nguyen acquired the restricted common stock for their own accounts, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless subject to an effective registration statement by the Company, ~~recognized a beneficial conversion feature~~or by an exemption from registration requirements of ~~$27,954, representing the intrinsic value~~Section 5 of the ~~conversion features at~~ Securities Act—the ~~time~~existence of ~~issuance. This beneficial conversion feature was accreted~~any such exemption subject to ~~interest expense during~~legal review and approval by the ~~year ended August 31, 2018.~~Company.

On May 25, 2019, the Company issued two notes payable to Company directors Edward Manolos and Dan Nguyen, ~~for loans made to the Company,~~ each in the amount of ~~$16,666.67 for a total balance of $33,334.~~$16,666,67. The notes, ~~bear interest at 5% per annum and~~which do not have a ~~fixed payment schedule or maturity date. These notes are additionally described herein in Footnote 7 - Notes Payable.~~

~~On July 1, 2019, the Company acquired Action Nutraceuticals, Inc.,~~defined due date, outline a ~~company owned by our current CEO, Arman Tabatabaei for one thousand dollars ($1,000).~~5% per annum interest rate.

On July 9, 2019, the Company, through its Action Nutraceuticals subsidiary, loaned, Split Tee, LLC (“Split Tee”), a venture associated with Director Edward Manolos, $20,000 to engage in an exploratory research ~~project.~~project (see “Related Party Transactions”). An additional $20,000 was supplied to Split Tee on August 23, ~~2019 (the “Split Tee Note”).~~2019. The loans carry interest at the rate of 10% per annum and are due in one year for issuance. In addition, The Company, via Action Nutraceuticals subsidiary, invoiced Split Tee $5,000 as a consulting fee. ~~Because of Mr. Manolos’ association as a director,~~

On February 20, 2020, the Company ~~believes these transactions are defined~~entered into a material definitive agreement with Lelantos Biotech, Inc., a Wyoming corporation (“Lelantos”), and its owners Ma Helen M. Am Is, Inc., a Wyoming corporation (“Helen M.”), East West Pharma Group, Inc., a Wyoming corporation (“East West”), and New Horizons Laboratory Services, Inc., a Wyoming corporation (“New Horizons”). In exchange for intellectual properties owned by ~~17 CFR § 229.404 - (Item 404) Transactions with related persons, promoters~~Lelantos, the Company agreed to issue 400,000 shares of common stock and ~~certain control persons, which would require specific disclosures under the section cited.~~convertible promissory notes to Lelantos and its owners. On ~~May~~June 15, 2020, the ~~outstanding balance~~Company and Lelantos entered into a modification agreement cancelling the Company's obligation to issue 400,000 shares of common stock and the convertible promissory notes. The Company and Lelantos agreed to a purchase price of five hundred thousand dollars ($500,000), payable by the issuance of a promissory note. The aggregate unpaid principal amount of the ~~Split Tee Note~~note is paid in monthly payments of seven thousand, five hundred dollars ($7,500) beginning on September 1, 2020, terminating on February 1, 2025. There is no interest on the note or on the unpaid balance.

On February 12, 2020, the Company entered into an Independent Consulting Agreement with a consultant to provide services from February 12, 2020 through December 14, 2020 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, the Company issued to the consultant a Compensation promissory note having a principal amount of $100,000 for the Deferred Compensation portion of the Consulting Agreement. The note matures August 4, 2020 and bears interest at the rate of 8% per annum. In the event, the note is not paid within the Cash Repayment Period (prior to the Maturity Date), the note specifies the holder shall have two options for repayment including: [a] an Alternative Payment Stake Option equal to a 8.5% (or a pro-rated amount if the debt has been partially paid) fully diluted ownership position in the Company after August 4, 2020; or [b] a Buy Out Option, any time after the note has been outstanding for at least one year, equal to the total outstanding shares of the Company on the day of election, times 8.5% times the average closing price of the Company’s common stock over the preceding 30 trading days, times 40% (due and payable within 90 days). Anti-dilution rights are provided for five years on the Compensation note and for 182 days after conversion to an Alternative Payment Stake. The note includes a Leak Out provision, should the Alternative Payment Stake option be elected, whereby no more than 30% of the holdings may be sold during the first 30 days after clearance for trading and no more than 25% of the remaining shares sold during any subsequent 30-day period. The note is secured by a Security Agreement, requires common shares to be reserved, is transferrable and is Senior to other debt of the Company. As of November 30, 2020 and August 31, 2020, the carrying value of the note was ~~reduced via a payment of $15,000.~~$100,000 and accrued interest payable was $6,400 and $4,405, respectively.

On April 30, 2020, the Company entered into a settlement agreement with Robert L. Hymers III, its Chief Financial Officer (the “CFO”), whereby the CFO resigned and the Company issued a promissory note for $30,000, which represented the remaining amount owed to the CFO for services rendered. The note matures December 31, 2020 and bears interest at the rate of 10% per annum, payable at maturity. The noteholder has the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at a fixed conversion price of $0.02 per share, subject to adjustment. As a result of the beneficial conversion price, upon issuance, the Company recognized debt discount of $30,000, which is being amortized to interest expense over the term of the note. As of May 31, 2020, the carrying value of the note was $3,796, net of debt discount of $26,204 and accrued interest was $255.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets at May 31, 2020 and August 30, 2019, are as follows:

The net increase in the valuation allowance for deferred tax assets was $968,397 for the nine months ended May 31, 2020. The Company evaluates its valuation allowance on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.

For federal income tax purposes, the Company has net U.S. operating loss carry forwards at May 31, 2020 available to offset future federal taxable income, if any, of $4,597,902 which will fully expire by the fiscal year ended May 31, 2040. Accordingly, there is no current tax expense for the nine months ended May 31, 2020. In addition, the Company has research and development tax credit carry forwards of $1,923 at May 31, 2020, which are available to offset federal income taxes and fully expire by May 31, 2040.

~~The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock.~~

~~The effects of state income taxes were insignificant for the nine months ended May 31, 2020 and May 31, 2019.~~

On November 6, 2019, the Company issued a convertible promissory note in the principal amount of $20,000 along with 26,667 three-year warrants exercisable at $3.50 per share in exchange for proceeds of $20,000. The note matures May 6, 2020 and bears interest at the rate of 7% per annum, payable at maturity. Commencing thirty (30) days following the issuance date, the noteholder shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at a conversion price equal to the lower of (i) $0.75 per share; or (ii) 80% of the average of the previous twenty (20) trading day closing prices of the Company’s common stock, subject to adjustment. As a result of the issuance of the warrants as well as the beneficial conversion feature, upon issuance, the Company recognized total debt discount of $20,000, which is being amortized to interest expense over the term of the note. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. At maturity, on May 6, 2020, the Company entered into a settlement agreement with the noteholder whereby the Company paid the entire principal balance of $20,000 and accrued interest of $712 in cash and the warrants were canceled. There was no gain or loss recognized for the settlement.

During the three months ended February 29, 2020, the Company issued four convertible promissory notes having an aggregate principal amount of $256,500, aggregate original issue discount (OID) of $10,500, and aggregate legal fees of $11,000, resulting in aggregate net proceeds to the Company of $235,000. The notes mature in one year from the respective issuance date and bear interest at the rate of 10% per annum, payable at maturity. Commencing one hundred eighty (180) days following the issuance date of $198,750 of the notes and commencing immediately following the issuance of $57,750 of the notes, the noteholders shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at variable conversion prices ranging from 50% - 60% of the lowest previous fifteen (15) to twenty (20) trading day closing trade prices of the Company’s common stock, subject to adjustment. As a result of the variable conversion prices, upon issuance, the Company recognized total debt discount of $256,500, which is being amortized to interest expense over the term of the notes. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. As of May 31, 2020, the carrying value of the notes was $91,894, net of debt discount of $164,606 and accrued interest was $9,215.

On March 19, 2020, the Company issued a convertible promissory note, payable in tranches, having an aggregate principal amount of $150,000, aggregate original issue discount (OID) of $15,000, and an aggregate of 468,750 three-year warrants exercisable at $0.48/~~share.~~share, which contain certain exercise price reset provisions in the event of dilutive issuances. The notes mature one year from the respective issuance date of each tranche and bear interest at the rate of 10% per annum, payable at maturity. Commencing immediately following the issuances, the noteholder shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at a variable conversion price equal to the lower of 60% of the lowest closing trade price of the Company’s common stock, subject to adjustment, during the 25 trading days prior to: (i) the issuance date; or (ii) the conversion date. On March 19, 2020, the first tranche of $50,000, less OID of $5,000, was received, resulting in net proceeds to the Company of $45,000, and the Company issued 156,250 three-year warrants exercisable at $0.48 per share. On May 4, 2020, the second tranche of $25,000, less OID of $2,500, was received, resulting in net proceeds to the Company of $22,500, and the Company issued 78,125 three-year warrants exercisable at $0.48 per share. On July 10, 2020, the third tranche of $25,000, less OID of $2,500 was received, resulting in net proceeds to the Company of $22,500, and the Company issued 78,125 three year warrants exercisable at an initial price of $0.48 per share. As a result of the OID and the variable conversion price, upon issuance, the Company recognized total debt discount of $75,000, which is being amortized to interest expense over the respective term of the tranches. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. During the three months ended November 30, 2020, the Company repaid principal of $75,000, accrued interest of $3,712 and early repayment interest and penalties of $40,913. As of ~~May~~November 30, 2020 and August 31, 2020, the carrying value of ~~the note~~these notes was ~~$11,849,~~$14,187 and $37,088, net of debt discount of ~~$63,151~~$10,813 and $62,912 and accrued interest was ~~$1,185.~~$979 and $3,431, respectively. In January 2021, the Company paid $39,875 to settle the final tranche, its accrued interest and early repayment penalties in full.

On July 21, 2020, the Company issued a convertible promissory note with a principal amount of $78,750, with the Company receiving proceeds of $71,250 after original issue discount of $3,750 and deferred finance costs of $3,750. The note matures on July 21, 2021 and bears interest at 6% per annum. Commencing immediately following the issuances, the noteholder shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at a variable conversion price equal to the 60% of the lowest closing trade price of the Company’s common stock, subject to adjustment, during the 30 trading days prior to: the conversion date. As a result of the OID and the variable conversion price, upon issuance, the Company recognized total debt discount of $78,750, which is being amortized to interest expense through the maturity date. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. As of November 30, 2020, the carrying value of this note was $28,480, net of discount of $50,270, and accrued interest was $1,709. As of August 31, 2020, the carrying value of this note was $8,846, net of debt discount of $69,904 and accrued interest was $531.

In August 2020, the Company issued two convertible promissory notes with an aggregate principal amount of $129,250, with the Company receiving proceeds of $117,500 after original issue discount of $11,750. The notes mature in May 2021 and bear interest at 10% per annum. Commencing immediately following the issuances, the noteholder shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at a fixed price of $0.1005 per share of common stock. The conversion price may reset to a lower price if the Company issues common stock to any suppliers or vendors. As a result of the OID and the potential result for dilutive issuances, upon issuance, the Company recognized total debt discount of $129,250, which is being amortized to interest expense through the maturity date. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. As of November 30, 2020 and August 31, 2020, the carrying value of these notes was $51,535 and $8,452, net of debt discount of $77,715 and $120,798 and accrued interest was $3,862 and $632, respectively.

The Company also entered into common stock subscription agreements with this lender, totaling share issuances of 3,409,221 (of which 510,204 are to be issued as of August 31, 2020), for cash proceeds of $329,613. In connection with these subscriptions, the Company issued a convertible promissory note of $50,000 for no consideration. The note matures on August 7, 2021 and bears interest at 10$% and is convertible at a fixed price of $0.1631 per share, subject to potential rest in the event the Company issues shares to vendors or suppliers. The Company recognized total debt discount of $50,000, which is being amortized to interest expense over the respective term of the tranches. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. As of November 30, 2020 and August 31, 2020, the carrying value of these notes was 15,754 and $3,288, net of debt discount of $34,246 and $46,712 and accrued interest was $1,580 and $329, respectively.

During the three months ended November 30, 2020, the Company issued three convertible promissory notes to a lender with an aggregate principal amount of $246,000, with the Company receiving proceeds of $237,000 after deferred finance costs of $9,000. The notes matures in August, September and October 2021 and bear interest at 8% per annum. Commencing one hundred eighty (180) days following the issuance date of the note, the noteholder shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at variable conversion prices of 63% of the two lowest trading prices during previous fifteen (15) trading day of the Company’s common stock, subject to adjustment. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. As a result of the variable exercise price and deferred finance costs, the Company recognized total debt discount of $246,000, which is being amortized to interest expense through the maturity date. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. As of November 30, 2020, the carrying value of these notes was $53,315, net of debt discount of $192,685 and accrued interest was $3,882.

On September 2, 2020, the Company issued a convertible promissory note with an aggregate principal amount of $107,000, with the Company receiving proceeds of $100,000 after original issue discount of $5,000 and deferred finance costs of $2,000. The notes mature in September 2021 and bear interest at 12% per annum. Commencing one hundred eighty (180) days following the issuance date of the notes, the noteholders shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at variable conversion price of 60% of the lowest previous twenty (20) trading day closing trade prices of the Company’s common stock, subject to adjustment. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. As a result of the variable exercise price and deferred finance costs, upon issuance, the Company recognized total debt discount of $107,000, which is being amortized to interest expense through the maturity date. As of November 30, 2020, the carrying value of these notes was $26,090, net of debt discount of $80,910 and accrued interest was $3,131.

On September 24, 2020, the Company issued a convertible note in the amount of $110,000. The note matures on June 24, 2021 and bears 10% interest rate per annum, with the Company receiving net proceeds of $90,500. The note is convertible into common shares at a fixed conversion price of $0.06 or a conversion discount at rate of 30% to the lowest trading price during the previous twenty (20) trading days to the date of a conversion notice; whichever is lower. The note has monthly principal payments of $24,200 beginning in February 2021. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. As of November 30, 2020, the carrying value of these notes was $95,214, net of debt discount of $14,786 and accrued interest was $1,989.

During the three months ended February 29, 2020, the Company issued two convertible promissory notes having an aggregate principal amount of $133,101 in exchange for accrued expenses owed to related parties, of which $79,333 is payable to the Company’s Chief Executive Officer and $53,768 is payable to the ~~Company’s Chief Financial Officer (Robert~~Robert L. Hymers ~~III).~~III. The notes mature two years from the respective issuance date and bear interest at the rate of 10% per annum, payable at maturity. The noteholders shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at a variable conversion price of 50% of the average of the previous twenty (20) trading day closing prices of the Company’s common stock, subject to adjustment. As a result of the variable conversion prices, upon issuance, the Company recognized total debt discount of $133,101, which is being amortized to interest expense over the term of the notes. On May 22, 2020, the Chief Executive Officer converted $79,333 in principal and $2,608 of accrued interest into 694,902 shares of common stock to be issued having a fair value of $232,792. The conversion resulted in the elimination of $70,313 of remaining debt discount, the elimination of $231,632 of derivative liabilities, and a $10,468 gain on conversion that resulted from a related party and was therefore included in Additional paid-in capital. As of ~~May~~November 30, 2020 and August 31, 2020, the carrying value of the remaining note towith the former ~~Chief Financial Officer (see below)~~chief financial officer was ~~$9,023,~~$22,670 and $15,884, net of debt discount of ~~$44,745~~$31,098 and $37,884 and accrued interest was ~~$1,782.~~$4,479 and $3,138, respectively. In December 2020, the full amount of principal and accrued interest were converted into 878,190 shares of common stock.

On April 30, 2020, the Company entered into a settlement agreement with its former Chief Financial Officer (Robert L. Hymers III, ~~hereinafter~~(hereinafter referred to as the “CFO”), whereby the CFO resigned and the Company issued a promissory note for $30,000, which represented the remaining amount owed to the CFO for services rendered. The note matures December 31, 2020 and bears interest at the rate of 10% per annum, payable at maturity. The noteholder has the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at a fixed conversion price of $0.02 per share, subject to adjustment. As a result of the beneficial conversion price, upon issuance, the Company recognized debt discount of $30,000, which is being amortized to interest expense over the term of the note. In October 2020, the noteholder converted all principal into 1,500,000 shares of common stock. As of ~~May 31,~~November 30, 2020 ~~the carrying value of the note was $3,796, net of debt discount of $26,204 and~~ accrued interest was ~~$255.~~

On May 31, 2020, the Company estimated the fair value of the embedded derivatives of $2,189,684 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 395.12%, (3) risk-free interest rate of 0.16% to 0.17%, and (4) expected life of 0.57 to 1.75 years.$1,759.

~~May 31,~~On August 21, 2020 the Company, issued a convertible note pursuant to a Stock Purchase Agreement (the “SPA) to acquire 266,667 shares of common stock of Natural Plant Extract of California Inc., a California corporation (“NPE”), representing 18.8% of the outstanding capital stock of NPE on a fully diluted basis. With the exception of the entry into the subject material definitive agreements, no material relationship exists between the Registrant, or any of the Registrant’s affiliates or control persons and Hymers. Under the terms of the SPA, the Registrant acquired all rights and responsibilities of the equity stake for a purchase price of Two Million Forty Thousand United States Dollars ($2,040,000) (the “Purchase Price”). Relative to the payment of the Purchase Price, the registrant agreed to: 1) pay Hymers Twenty Thousand United States Dollars ($20,000) each month for a period of twenty-seven (27) months, with the first payment commencing September 1, 2020 and the remaining payments due and payable on the first day of each subsequent month until Hymers has received Five Hundred Forty Thousand United Stated Dollars ($540,000), and 2) issue Hymers a convertible promissory note in the amount of One Million Five Hundred Thousand United States Dollars ($1,500,000) (the “Note”). The Note bears interest at ten percent (10%) per annum. The Holder shall have the right at any time six (6) months after the Issuance Date to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to the note. Conversion Price shall be calculated as follows: 60% of the lowest Trading Price of the common shares during the ten (10) days preceding the date the Company receive a notice of conversion. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Registrant issue upon conversion of or otherwise pursuant to the note and the other notes issued more than the maximum number of shares of Common Stock that the Company can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded, which shall be 4.99% of the total shares outstanding at any time. A debt discount of $54,212 on the note payable at issuance was calculated based on the present value of the note using an implied interest rate of 10%. A debt discount of $270,886 was recognized. Accordingly, the Company recorded an initial value of its investment in NPE of $1,714,903. At the time the note becomes convertible, the Company will recognize a derivative liability at fair value related to the embedded conversion option at that time. Prior to these transactions, Robert Hymers III and Alan Tsai each sold equity interest representing a total of 18.8% of the outstanding equity interest of NPE to Edward Manolos, a Director and preferred stockholder of the Company in a private transaction. As a result of these two transactions, the Company beneficially controls approximately 37% of the equity of NPE. After this transaction, a venture capital company controls 40% of the equity interests in NPE, the Company, Alan Tsai and Edward Manolos each control 18.8% and one other entity controls 3.5%. As of the date of this filing, we were in arrears for five payments equaling $100,000, due under the terms of the stock purchase agreement. On January 3, 2021, we entered into a settlement agreement concerning the five delinquent payments by agreeing to issue to Hymers a total of 1,585,791 shares of registered common stock from our S-1 registration statement made effective November 12, 2020 (see Subsequent Events).

The Company evaluated its interest in NPE as of November 30, 2020 under ASC 810. Management determined that it had a variable interest in NPE, but that NPE does not meet the definition of a variable interest entity, and does not have an indirect voting interest of greater than 50%. Based on these factors, the investment in NPE by the Company, the investment in NPE will be accounted for as an equity method investment under the measurement alternative available under ASC 321 with the Company recording its share of the profits and losses of NPE at each reporting period. The initial investment balance was $1,714,903 based on the initial fair value estimate of the note payable and convertible note payable issued as consideration for the investment. For the three months ended November 30, 2020, the Company recognized no equity method income or losses due and no impairment of the investment. During the three months ended November 30, 2020, the Company recognized investment income of $148,015 related to the investment in NPE.

See Note 9 for further discussion of the accounting treatment of the embedded conversion options of the above promissory notes payable as derivative liabilities

Upon the issuance of the convertible promissory notes with variable conversion prices and fixed conversion prices with reset provisions, the Company determined that the features associated with the embedded conversion option embedded in the debentures should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions.

At the issuance date of the convertible notes payable during the three months ended November 30, 2020, the Company estimated the fair value of ~~the~~all embedded derivatives of ~~$1,038,111~~$729,827 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of ~~389.94%~~373% to ~~398.53%~~378%, (3) risk-free interest rate of ~~0.16%~~0.12% to ~~1.60%,~~0.13k %, and (4) expected life of one ~~to three years.~~year.

On ~~May 31,~~November 30, 2020, the Company estimated the fair value of the embedded derivatives of ~~$2,189,684~~$1,139,952 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of ~~395.12%~~374%, (3) risk-free interest rate of ~~0.16%~~0.09 to ~~0.17%~~0.11%, and (4) expected life of ~~0.57~~0.3 to ~~1.75~~1.1 years.

The Company adopted the provisions of ASC 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair ~~value:~~value.

Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets;

Level 2 — Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and

Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities.

All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company.

As of ~~May 31,~~November 30, 2020, the Company did not have any derivative instruments that were designated as hedges.

Items recorded or measured at fair value on a recurring basis in the accompanying financial statements consisted of the following items as of ~~May 31,~~November 30, 2020 and August 31, ~~2019:~~2020:

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the ~~nine~~three months ended ~~May 31,~~November 30, 2020:

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurement. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.

The Company has entered into a lease for a production and warehouse facility located in Los Angeles, California to produce such products. The term of the lease is 12 months at a base price of $3,600 per month, beginning August 2019. The total financial obligation for the lease as of the end of the reporting period, November 30, 2020, is $0. At this time the lease agreement has ended and the Company rents to same facility on a month to month basis.

Our headquarters are located at 520 S. Grand Avenue, Suite 320, Los Angeles, California 90071 where we leased office space under a contract effective August 15, 2019, which expired on August 14, 2020. We now rent the premises on a month-to-month basis and paying $800 per month.

The Company affected a reverse split as of September 30, 2019, at the rate of one (1) share for each fifteen (15) shares. All share and per share amounts have been adjusted to reflect the impact of the reverse stock split.

As of November 30, 2020, there were 39,714,845 shares of Common Stock issued and outstanding.

There are 10,000,000 shares of preferred stock, par value $0.0001 per share, of the Company Preferred Stock in one or more series, and expressly authorized the Board of Directors of the Company. On December 16, 2019, the Board of Directors authorized the issuance of 8,000,000 preferred shares as “Series A Preferred Stock.” The Series A Preferred Stock is not convertible into any other form of Securities, including common shares, of the Company. Holders of Series A Preferred Stock shall be entitled to 50 votes for every Share of Series A Preferred Stock beneficially owned as of the record date for any shareholder vote or written consent. On May 28, 2020, Mr. Robert L. Hymers III, a former director and former chief financial officer, returned 2,000,000 Series A Preferred shares to the corporate treasury. As of November 30, 2020, there were 6,000,000 Series A Preferred shares issued and outstanding.

On November 16, 2020, the Company entered into a business acquisition agreement with Ethos Technology LLC, dba Comply Bag, a California limited liability company (“Ethos”). Ethos is a development stage business in the process of entering the market for cannabis trackable storage bags. By virtue of the agreement, Ethos sold, assigned, and transferred to the Company all of Ethos’ business, including all of its assets and associated liabilities, in exchange for the Company’s issuance of an aggregate of 6,000,000 common shares. 3,000,000 shares were due at signing, with 1,500,000 shares being issued to Edward Manolos, and 1,500,000 shares being issued to Thang Nguyen. Mr. Manolos is a director of the Company and a related party. Mr. Nguyen is the brother of Dan Van Nguyen, a director of the Company and a related party. After Ethos ships orders for Ethos products equaling $1,000,000 to unaffiliated parties, the Company will issue to Messrs. Manolos and Nguyen an additional 1,500,000 shares of common stock each.

On November 16, 2020, the Company sold an aggregate 3,000,000 shares of Company common stock, par value $0.001, equal in value to $177,000 based on the closing price on November 16, 2020. Of the total sold, 1,500,000 shares of common stock were sold to Edward Manolos and 1,500,000 shares of common stock were sold to Thang Nguyen. The sales were made in regards to the Company’s acquisition of Ethos, and its disclosures under Item 1.01 are incorporated herein by reference. The Company issued the above shares of its common stock pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, available to the Company by Section 4(a)(2) promulgated thereunder due to the fact that it was an isolated issuance and did not involve a public offering of securities. Messrs. Manolos and Nguyen were “accredited investors” and/or “sophisticated investors” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning their qualifications as “sophisticated investors” and/or “accredited investors.” The Company provided and made available to Messrs. Manolos and Nguyen full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Messrs. Manolos and Nguyen acquired the restricted common stock for their own accounts, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless subject to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On October 30, 2020, the registrant appointed Jim Riley as an independent director. No arrangement or understanding exists between Mr. Riley and any other person with respect to his appointment as independent director. Mr. Riley is not expected to serve on any committee of the Board of Directors. Mr. Riley has no direct or indirect material interest in any current or proposed transaction, since the beginning of the registrant's last fiscal year, in which the registrant was or is to be a participant and the amount involved exceeds $120,000. The registrant and Mr. Riley entered into an independent director agreement concurrent with his appointment. The registrant agreed to compensate Mr. Riley by issuing him an aggregate of 400,000 shares of the registrant’s common stock, vesting in equal amounts over 12 months, with the initial amount vesting on October 30, 2020. In the event Mr. Riley’s directorship terminates beforehand, vested shares shall be determined pro rata to the date of termination.

On September 24, 2020, the Company issued a convertible note in the amount of $78,000. The note matures on June 24, 2021 and bears 10% interest rate per annum. The note is convertible into common shares at a fixed conversion price of $0.06 or a conversion discount at rate of 30% to the lowest trading price during the previous twenty (20) trading days to the date of a conversion notice; whichever is lower.

~~May 31,~~On September 22, 2020, the Company issued a convertible note in the amount of $78,000. The note matures on September 22, 2021 and bears 8% interest rate per annum. The note is convertible into common shares at 37% discount for the average of the two lowest trading price of the common stock during the 15 trading day period ending on the latest complete trading day prior to the conversion date.

On September 2, 2020, the Company issued two convertible promissory notes with an aggregate principal amount of $107,000, with the Company receiving proceeds of $100,000 after original issue discount of $5,000 and deferred finance costs of $2,000. The notes mature in September 2021 and bear interest at 12% per annum. Commencing one hundred eighty (180) days following the issuance date of the notes, the noteholders shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at variable conversion price of 60% of the lowest previous twenty (20) trading day closing trade prices of the Company’s common stock, subject to adjustment. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note.

On June 30, 2020, the Company’s Board of Directors extended the Executive Employment Agreement for the Company’s CEO and CFO, Arman Tabatabaei for a term of one (1) additional year. Under the terms of the extension, Mr. Tabatabaei’s monthly salary was increased to $6,500. A copy of the unanimous resolution of the Board of Directors is included as an exhibit.

On ~~June 29,~~December 1, 2020, ~~we sold 289,301 common shares registering~~the Company entered into a Securities Purchase Agreement in connection with the ~~direct offering under its From S-1 made effective by~~issuance of an 8% convertible note with the ~~SEC June 16, 2019, to~~principal amount of $33,500, with an accredited ~~investor in exchange for $50,000.~~investor. The ~~agreements are included~~note is convertible anytime after 180 days of issuance at a variable conversion price of 63% of the Market Price at time of conversion. Market Price is defined as ~~exhibits.~~the average of the two lowest trading prices during the fifteen (15) days prior to conversion. The Company received net cash proceeds of $30,000.

On ~~June 15, 2020, the Company and Lelantos Biotech, Inc., a Wyoming corporation (“Lelantos”),~~January 3, 2021, we entered into a ~~modification~~settlement agreement ~~respecting a February 12, 2020 material definitive~~with Robert L. Hymers, III (“Hymers”) concerning five delinquent payments totaling $100,000 due under the stock purchase agreement ~~between the parties, a copy of which is included as an exhibit.~~

~~The February 12, 2020 material definitive agreement required~~whereby the Company ~~to issue 400,000~~purchased 266,667 shares of ~~its~~ common stock ~~to Lelantos, and separately, an aggregate~~ of ~~$500,000 in the form~~Natural Plant Extract of ~~notes payable as follows: $225,000 to Ma Helen M. Am Is,~~California Inc., a ~~Wyoming~~California corporation (“~~Helen M.”~~NPE”)~~; $50,000~~, The Company was required to ~~East West Pharma Group, Inc.,~~make $20,000 monthly for a ~~Wyoming corporation (“East West”);~~period of twenty-seven (27) months to Hymers, with the first payment commencing September 1, 2020 and ~~$225,000~~the remaining payments due and payable on the first day of each subsequent month until Hymers received $540,000. On January 3, 2021, we entered into a settlement concerning the outstanding payments by agreeing to ~~New Horizons Laboratory Services, Inc.,~~issue to Hymers a Wyoming corporation (“New Horizons”), in exchange for all right, title and interest in trade secrets, intellectual property rights, and research and development owned by Lelantos. The notes matured on May 31,total of 1,585,791 shares of registered common stock from our S-1 registration statement made effective November 12, 2020.

On May 20, 2020, we issued 1,100,000 common shares to a Pinnacle Consulting Services Inc. for consulting service provided to the Company. The agreement is attached hereto. A copy of the agreement is attached hereto. These shares were registered in the S-1 that was filed on June 5, 2020 and was declared effective by the Commission on June 22, 2020.

On ~~May 20, 2020, we issued 1,000,000 common shares to a Tabular Investments LLC for consulting service provided to~~January 5, 2021, the Company. A copy of the agreement is attached hereto. Five Hundred Thousand shares (500,000) were registered in the S-1 that was filed on June 5, 2020 and was declared effective by the Commission on June 22, 2020.

~~On May 30, 2020, the~~ Company New Horizons and Helen M. entered into forbearance agreements concerning their respective notes payable. The forbearance agreements resulted in new notes amending the maturity dates to November 15, 2020 and the interest rates were increased to 9%.

On May 31, 2020, the Company and East West agreed to cancel the $50,000 note. All principal and interest were forgiven. The Company did not incur any penalty or other costs associated with the cancellation of the East West note.

~~On June 15, 2020, the Company, Lelantos, New Horizons Helen M.~~ entered into a ~~modification agreement which resulted~~Securities Purchase Agreement in ~~the cancellation of all outstanding notes, as amended, and the obligation to issue 400,000 shares to Lelantos under the acquisition agreement.~~

~~The Company agreed, in exchange for its acquisition of Lelantos’ intellectual properties, trade secrets and provision patent filings, to pay a $500,000 purchase price by~~connection with the issuance of an 10% convertible note with the principal amount of $110,000, with an accredited investor. The note is convertible at a ~~promissory note.~~fixed conversion price of $0.005. In the event of default by the Company, or after the public announcement of a change of control transaction as defined in the agreement, the conversion price is $0.001. The Company received net proceeds of $97,500.

On ~~June 5, 2020, we filed Form S-1 registration~~January 12, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of an 10% convertible note with the principal amount of $115,500, with an accredited investor. The note is convertible beginning 61 days from issuance at a fixed conversion price of $0.10 per share or 60% or the lowest trading price for ten days prior to conversion in the ~~resale~~event that the Company’s stock trades at less than $0.10 per share. The Company received net proceeds of up to 4,473,940 shares from certain selling holders and for the sale 3,775,163 newly issued common stock as part of a primary offering from the Company. The S-1 registration was declared effective by the Commission on June 22, 2020.$100,000.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Except for the historical information presented in this document, the matters discussed in this Form 10-Q for the quarter ended ~~May 31,~~November 30, 2020, contain forward-looking statements which involve assumptions and our future plans, strategies, and expectations. These statements are generally identified by the use of words such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

Such forward-looking statements include statements regarding, among other things, (a) our potential profitability and cash flows, (b) our growth strategies, (c) our future financing plans, and (d) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

Except where the context otherwise requires and for purposes of this Form 10-Q only, “we,” “us,” “our,” “Company,” “our Company,” and ~~“MCTC”~~“GBGL” refer to Cannabis Global, Inc, formerly known as MCTC Holdings, Inc.

The following discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with our financial statements and the accompanying notes to the financial statements included in this Form 10-Q.

The disclosure is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for 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.

~~Our principal executive office is located at 520 S Grand Avenue, Suite 320, Los Angeles, California 90071. Our telephone number is (310) 986-4929 and our website is accessible at~~ ~~www.cannabisglobalinc.com. Unless expressly noted, none of the information on our website is part of this filing or any filing supplement.~~

Our shares of Common Stock are quoted on the OTC Markets Pink Tier, operated by OTC Markets Group, Inc. As of the filing date, the Company’s shares trade under the symbol MCTC. A FINRA corporate action is pending to change the Company’s name to Cannabis Global, Inc., acquire a new trading symbol and change its domicile. As of the date of this filing, the Company’s corporate action is pending with FINRA.

We are a ~~research and development~~developmental company primarily focused on ~~cannabinoid research.~~

~~On February 16, 2020, the Company acquired Lelantos Biotech, Inc., which was involved in various aspects~~entering a wide array of ~~research~~hemp and ~~development, intellectual property rights and trade secrets~~ related to cannabinoid delivery systems, had no liabilities and no other business operations. The Company believes the acquisition of Lelantos will advanced its programs in the areas of cannabinoid delivery systems and product development based on technologies relating to these areas.

~~Our aim~~primary objective is to create and ~~commercialize~~commercialization engineered technologies to deliver hemp extracts and cannabinoids to the human body. ~~Additionally, we plan~~We have recently expanding our focus to ~~develop~~include middle portions of the hemp and related value chain, including the licensing of our core technologies to manufacturers of hemp and related products.

On November 16, 2020, the Company closed the acquisition of Ethos Technology LLC, a Los Angeles startup (“Ethos”) specializing in ultra-secure cannabis transport containers for the commercial cultivation, processing and distribution markets. Cannabis Global plans to utilize this technology to market a line of secure transport products under the brand name Comply Bag™.. Under the terms of the agreement with Directors Manolos and Nguyen from which Ethos was acquired, Cannabis Global acquired all technologies and products of Ethos for up to six million shares of restricted common stock to be paid out based on performance milestones achieved as this unique transport technology is rolled out into the licensed and regulated cannabis sector. Cannabis Global expects to begin offering the products on a nationwide basis over the next few months. The Ethos acquisition was with related parties, Directors Manolos and Nguyen. See section designated Related Party Transactions for additional disclosures.

The Company believes the current generation of cannabis transport and security products has not advanced to keep pace with the industry. All states where cannabis has been legalized require cultivators, processors and distributors to track all shipments, and shippers need to ensure the exact contents of what is shipped to be received by the intended recipient. The new products to be released by Cannabis Global are designed to meet these needs. The Company is still in development for Comply Bag™ products with expected delivery beginning during the first calendar quarter of 2021. As of the date of this report, the Company was not yet shipping or booking revenue from this product segment, and this business is in the development stage as of the date of this filing.

Our research and development program focuses on the development of new methods to infuse cannabinoids, hemp, and hemp extracts into consumer products, ~~based on these~~or into products to be sold to hemp, cannabis and ~~other technologies.~~hemp extract consumer product manufacturers.

Our research and development programs ~~included~~include the ~~following:~~following;

These research and development efforts resulted in the filing of six provisional patent filings with the United States Patent and Trademark Office, which are disclosed below, and other technologies which the Company protects as trade secrets. A provisional patent application is a legal document filed in the United States Patent and Trademark Office, that establishes an early filing date, but does not mature into an issued patent unless the applicant files a regular non-provisional patent application within one year. We received one trademark and have one application pending.

The Company’s strategy is to develop a growing portfolio of intellectual property relating to the processing of hemp extracts and cannabinoids into forms that are easily and efficiently delivered to the human body and to companion animals.

To achieve this goal, our research and development efforts are primarily focused on: 1) polymeric cannabinoid nanoparticles; 2) polymeric cannabinoid nanofibers; 3) devices for the delivery of cannabinoids and other active ingredients; 4) unique formulations of hemp extracts and cannabinoids utilizing d-α-Tocopheryl Polyethylene Glycol 1000 Succinate (TPGS), a water soluble form of vitamin E, for oral and dermal delivery; and, 5) development of unique nanoparticles and nanofibers is rare cannabinoids, such as THC-V and CBN.

As is commonplace in the pharmaceutical, biotechnology and active ingredient delivery development markets, the Company makes use of a contract research organization (CRO) model in order to conduct certain aspects of its research and development programs. This CRO driven program includes an outside research team that has been retained by the Company to conduct development programs relative to the Company’s inventions in the areas of novel nanoparticle and nanofibers. The Company ~~and its CRO partner are making use of new~~owns no patents, trademarks or service marks. The Company has developed ~~manufactured cannabinoids,~~several technologies for which ~~are supplied by third parties involved in such production of these types of cannabinoids. Thus far, research has been focused in~~it plans to apply for patent protection over the ~~areas of Cannabidiol (CBD), THC-V and CBN, but the Company believes the developed manufacturing techniques could apply to a wide variety of other cannabinoids.~~coming months.

The Company ~~plans to continue its research efforts in order to develop technologies, methods~~has filed six provisional patents on various hemp and related cannabinoid infusion technologies. None of ~~manufacturing and products that are novel and to possibly protect such technologies, methods of manufacturing and products via~~these have been accepted, evaluated or issued by the U.S. ~~and international patents and trademarks, and other forms of intellectual property protection.~~

~~The Company filed for provisional~~ patent ~~protection for several of its developed technologies and products. Under United States patent law,~~office. All filings were made on a provisional ~~application is a legal document filed in~~basis. Generally, filers of provisional patents have one year from the ~~United States Patent and Trademark Office, that establishes an early~~time of filing ~~date, but does not mature into an issued~~to either re-file the patents as formal patent ~~unless~~applications or to abandon the ~~applicant files a regular non-provisional patent application within one year.~~filings. The Company plans to ~~make decisions on such new applications~~re-file the below, prior to the ~~one-year timeframe for each~~expiration of the ~~provisional filings. There are no assurances~~one year time period beginning on the ~~Company will file any patent applications or, if filed, be granted any patent protection under U.S. law or statute.~~dates listed below.

Summary of Invention: This invention relates to a substrate comprising of a biologically active component having one or mower biologically active components disbursed on a surface of the substrate in the form of cannabinoid nanoparticles or nanofibers.

Ownership Note: The patent rights are joint assigned to the Company ~~has sought~~and Kirby & Padgett, LLC, a California Limited liability company.

Summary of Invention: This invention relates to ~~protects its brands names via trademark applications as follows:~~

~~● Trade Mark – Hemp You Can Feel™~~a composition comprising a plurality of discrete nanoparticles

Summary of Invention: This invention relates to a composition comprising a morality of swallowable layers, which change shape when hydrated.

Summary of Invention - This invention relates to a composition comprising of a plurality of discrete nanoparticles or nanofibers comprising one or more cannabinoids disposed at least partially with any water-soluble or water-miscible carrier having a maximum overall dimension of less than 1 micron.

Summary of Invention - A method for creating a free-flowing cannabinoid power at room temperature without the use of surfactants, emulsifiers, or chemical additives.

Summary of Invention - An apparatus and formulation of cannabinoids dispersible in a matrix to be placed in a beverage pod or suitable for use as a single serving beverage pod.

~~The~~On March 24, 2020, the Company received notice of allowance for its ~~trademark application~~trade mark applications for Gummies You Can Feel™. The trademark ~~number~~numbers is U.S. Trademark SN 88590925: GUMMIES YOU CAN FEEL: Docket/Reference No. MCTC-201.

The Company claims common law trademark rights to “Hemp You Can Feel” and has put forth an application to the U.S. Patent and Trademark Office for registered trademark protection. As the time of filing this applications is pending.

There can be no assurance any trademark protection will be provided, or that we will be successful in protecting our trademarks if issued.

The Hemp You Can Feel product line consists of hemp infused foods and beverages. The infusion technologies utilized are a combination on water soluble preparations invented by the Company’s internal partner research teams.

Hemp You Can Feel™ Alcohol Replacement Cocktail Mixers – This is a line of alcohol-free cocktail mixers marketed on line via our own website site and via our marketing partners. All products in this line test as having non-detectable levels of THC.

Hemp You Can Feel™ Coffee Products – This is a line of hemp infused coffee products. All products in this line test as having non-detectable levels of THC.

Hemp You Can Feel™ Gummies – This is a line of all natural hemp infused candy products. All products in this line test as having non-detectable levels of THC.

Hemp You Can Feel™ Kombucha Beverages. This is a line of hemp infused fermented tea products. All products in this line test as having non-detectable levels of THC.

Hemp You Can Feel™ Sweeteners – This is a line of natural and artificial sweeteners consisting of:

Hemp You Can Feel Organic Sugar

Hemp You Can Feel Sucralose Blend

Hemp You Can Feel Stevia Blend

Hemp You Can Feel Aspartame

Hemp You Can Feel Saccharin

Hemp You Can Feel Monk Fruit Sweetener (monk fruit extract and erythritol)

Hemp You Can Feel Non-Dairy Creamer

Hemp You Can Feel French Vanilla Non-Dairy Creamer

Hemp You Can Feel Non-Dairy Creamy Chocolate Creamer

Based on internally developed technology and those developed by the Company’s contract research organization, the Company is marketing product lines consisting of infusion technologies designed to easily and to accurately dose single serving coffee and other beverage pods.

~~Hemp You Can Feel™ Coffee Pods~~Polymeric Nanoparticles and Polymeric Nanofibers Research Program

The Company has an active research and development program to develop novel polymeric nanoparticles and nanofibers of cannabinoids and hemp extracts. Polymeric nanoparticles are very small solid particles with a size in the range of 10–1000 nanometers (nm or billionth of a meter), and are made of biodegradable and biocompatible polymers or copolymers, in which cannabinoids or other active ingredients can be entrapped or encapsulated. Polymeric nanoparticles are noted for and have attractive characteristics, such as small size, near water solubility, high degrees of bioavailability, long shelf life and stability during storage. These properties are thought to be especially beneficial relative to delivery of cannabinoids and hemp extracts to the human body.

Polymeric nanofibers are fibers with diameters several orders of magnitude smaller than conventional fibers, typically in the size range of a few nanometers to one micrometer. Due to their large surface areas per unit mass and extremely small pore size, these nanofibers demonstrate unique properties, making the technology especially well-suited to transdermal delivery of active ingredients, including cannabinoids.

The primary goal of Project Varin is the development of THC-V delivery methods that improve bioavailability of the cannabinoid to the human body. The project was recently expanded to include cannabinol (CBN) an additional rare cannabinoid.

In ~~2020 we~~the first stage of the program researchers produced THC-V polymeric nanoparticles and nanofibers based on the Company’s patent-pending technologies. In the second phase of development, the Company plans to apply its ongoing cannabinoid glycosides research to THC-V, in order to produce THC-V with unparalleled levels of availability at minimal usage levels.

As a result of Project Varin, the Company has developed ~~our first~~several new methods to ~~market Hemp You Can Feel™ coffee pods that are typically~~produce cannabinoid nanoparticles and nanofibers, which the Company plans to formulate into food and beverage ingredients for used in single serving coffee machines. The product packaging is compostable. The product combines organically sourced beans with lab certified CBD infused with organic inulin from vegetable and honey from organic farms.its own products or to be sold to other companies for inclusion in food, beverage, or other consumer goods. The Company ~~uses~~plans to continue other areas of delivery systems research via Project Varin including its programs pertaining to cannabinoid glycosides, polymeric cannabinoid nanoparticles and nanofibers, and its hemp extract-based alcohol replacement technologies.

Edible, Dissolvable Film Enhanced with Solid Nanoparticles of Cannabinoids Research Program

The Company is seeking to commercialize a unique ~~hemp extract infusion process providing superior taste~~invention of edible, disposable film enhanced with solid nanoparticles of cannabinoids under an agreement with Kirby & Padgett, LLC, a California limited liability company, entered into during June of 2019. Management believes there are numerous applications for such a product, such as a container for ready-made foods, protein powders, vitamins, and ~~availability~~nutraceuticals that can be simply dropped into cold beverages, thus allowing the consumer to avoid additional steps of mixing ingredients. Additionally, since the ~~extracts~~film is impregnated with what is believed to be highly bioavailable cannabinoids, the film will perhaps serve a dual purpose as a delivery vehicle for cannabinoids to the body. ~~The infusion process does not use chemicals, surfactants,~~Future versions of the film could include ingredients such as vitamins, trace minerals or ~~artificial processes.~~active pharmaceutical ingredients. On June 6, 2019, the Company entered into a joint intellectual property ownership and consulting agreement with Kirby & Padgett, LLC, a California Limited liability company in order to more fully develop and to commercialize the invention. Any intellectual property developed under the collaboration effort will be considered joint property with all rights, title and interest assigned jointly to the Company and Kirby. Each Party shall work with the other Party relative to all business and monetization of such new Joint Intellectual Property and neither Party shall have any preferred rights over the other. Additionally, either party shall have the right to market the new invention with any and all revenues, costs and profits to be shared on a fifty percent/fifty percent (50%/50%) shares by the parties. All expenses will be agreed to in advance, with each Party sharing based on predetermined percentages of such expenses.

On July 22, 2020, we signed a management agreement with Whisper Weed, Inc., a California corporation (“Whisper Weed”). Edward Manolos, a director of the Company, is a shareholder in Whisper Weed (see “Related Party Transactions”). Whisper Weed conducts licensed delivery activity of cannabis products in California. The material definitive agreement requires the parties to create a separate entity, CGI Whisper W, Inc. in California as a wholly owned subsidiary of the Company. The business of CGI Whisper W, Inc. will be to provide management services for the lawful delivery of cannabis in the State of California. The Company will manage CGI Whisper W, Inc. operations. In exchange for the Company providing management services to Whisper Weed through the auspices of CGI Whisper W, Inc., the Company will receive as consideration a quarterly fee of 51% of the net profits earned by Whisper Weed. As separate consideration for the transaction, the Company agreed to issue to Whisper Weed $150,000 in the Company’s restricted common stock, valued for purposes of issuance based on the average closing price of the Company’s common stock for the twenty days preceding the entry into the material definitive agreement. Additionally, the Company agreed to amend its articles of incorporation to designate a new class of preferred shares. The preferred class shall be designated and issued to Whisper Weed in an amount equal to two times the quarterly payment made to the Company. The preferred shares shall be convertible into the Company’s common stock after 6 months, and shall be senior to other debts of the Company. The conversion to common stock will be based on a value of common stock equal to at least two times the actual sales for the previous 90 day period The Company agreed to include in the designation the obligation to make a single dividend payment to Whisper Weed equal to 90% of the initial quarterly net profits payable by Whisper Weed. As of ~~May 31, 2020, we had one employee, our chief executive officer~~January 7, 2021, no preferred shares have been designated or issued.

The Company recently began sales and marketing activities for its products and inventions. The Company primarily plans to market its non-psychoactive products via a “white label” strategy where the company produces products marketed and sold by other companies. The Company also plans to market its products directly to consumers.

The Company plans to market is secure cannabis transport system – Comply Bag – via direct and distribution sales methods.

Relative to our prospects for commercializing polymeric nanoparticles and nanofibers, there are many competitors with various approaches to cannabinoid infusion for foods, beverages and other consumer products. While these currently available technologies are not directly competitive with us, such technologies may be viewed as being directly competitive by the marketplace in the future. Many of the current market participants are well established with considerable financial backing. We expect the quality and composition of the competitive market in the hemp processing environment to continue to evolve as the industry matures. Additionally, increased competition is possible to the extent that new states and geographies enter into the marketplace as a result of continued enactment of regulatory and legislative changes that de-criminalize and regulate cannabis and hemp products, including the 2018 Farm Bill. We believe the contemporaneous growth of the industry as a whole will result in new customers entering the marketplace, thereby further mitigating the impact of competition on our expected operations and results relating to our hemp processing businesses.

Relative to our non-psychoactive cannabis extract powdered drink business, there are relatively few market participants in this sector, but management of the Company believes the competitive situation will advance quickly over the coming months as new companies target this potentially lucrative market opportunity. Additionally, while large beverage industry participants have yet to launch products in this area, we believe such market entrances are likely as the regulatory environment is clarified by the FDA. This could significantly affect our ability to achieve market success.

We believe the contemporaneous growth of the cannabis beverage sector and the industry as a whole will result in new customers entering the marketplace, thereby further mitigating the impact of competition on our expected operations and results relating to hemp cultivation and processing business and joint venture.

The Company has one employee, CEO, Arman Tabatabaei. Additionally, the Company relies on the services of ~~multiple contractors and service providers that~~numerous consultants who perform various ~~R&D, operational and financial related services~~tasks for the ~~organization.~~Company. Our U.S employee is not represented by a labor union.

For the Three months Ended ~~May 31,~~November 30, 2020 and ~~May 31,~~November 30, 2019

Product revenues from sales of ~~our Hemp You Can Feel™ coffee pods~~products for the quarterly financial period ending ~~May 31,~~November 30, 2020, were ~~$19,750~~$4,410 compared to $0$5,003 reported during the quarterly financial period ending ~~February 29,~~November 30, 2019. The ~~increase was attributable~~Company is in process of introducing our products to the ~~beginning~~marketplace. Including $120 of ~~Hemp You Can Feel™ coffee pods shipments~~Other Revenues, total revenues for the quarterly financial period ending November 30, 2020, were $4,530 compared to ~~customers.~~$10,003 for the quarterly financial period ending November 30, 2019.

During the financial period ending ~~May 31,~~November 30, 2020, ~~cost~~Cost of ~~goods sold~~Goods Sold was ~~$16,788~~$1,300 compared to $0$2,900 for the year earlier period. The ~~increase~~decrease was attributable to ~~the beginning~~a changing mix of product shipments of Hemp You Can Feel™ coffee pods to customers and the goods purchased to fill these initial customer orders. Gross margins during the financial period ending May 31, 2020 were $2,962.00 versus $0 for the year earlier period. The increase was attributable to revenue being reportedproducts sold during the period ending ~~May 31, 2020.~~

Accounts receivable were $10,003 for the period ending May 31, 2020 compared to $10,003 for the period ending February 29, 2020. The balances were a result of the Company signing an initial order for products and due to an increase in consulting revenues during the quarter ending November 30, ~~2019. Of this $10,003 accounts receivable, $5,000 is a Related Party transaction.~~

During the financial period ending ~~May 31,~~November 30, 2020, the Company increased ~~operating expense~~Operating Expense as it organized the production of new products. Advertising ~~expense~~Expense during the period was ~~$80,705~~$51,022 and ~~consulting services~~Consulting Services were ~~$631,950.~~$231,301. Professional ~~fees~~Fees and General and Administrative Fees were ~~$355,692~~$50,632 and ~~$170,303,~~$114,436, respectively. Total operating expenses were ~~$1,238,650.~~$447,391. For the period ending ~~May 31,~~November 30, 2019, the Company incurred only ~~$5,825~~$373,793 in operating expenses. The increase in operating expenses for the period ending 2020 versus 2019 was attributable to the ongoing reorganization of the business, the hiring of consultants and preparation for an increasing number of customer orders for new products developed.

Interest expenses for the financial period ending ~~May 31,~~November 30, 2020 were ~~$283,818~~$772,755 compared to ~~$2,644~~$31,250 for the financial period ending ~~May 31, 2019. The decrease was attributable to increased funding obtain to finance product development and infrastructure in anticipation of increased customer orders and shipments.~~

During the financial period ending May 31, 2020, net loss was $2,748,569 compared to net profit of $1,531 for the financial period ending May 31, 2019. The increase the relative net loss compared to a profit was attributable mainly to increased spending associated with the reorganization of the business, expenses relating to hiring consultants and general costs associated with the design of new product in preparation of customer orders, and increased interest expenses. The net loss financial period ending May 31, 2020, results in a loss per share of $0.22, compared to a negligible gain per share ($0.00) during the same period one year ago.

Product revenues for the nine-month period ending May 31, 2020, were $24,753 compared to $0 reported during the nine-month period ending May 31, 2019. The increase was attributable to the Company beginning to ship products to customers during the nine-month period ending May 31, 2020, whereas no products were shipped during the nine-month period ending May 31, 2019. During the nine-month period ending May 31, 2020, there was also $5,000 in consulting revenues compared to $0 in consulting revenues during the nine-month period ending May 31, 2019.

During the nine-month period ending May 31, 2020, cost of goods sold was $19,688 compared to $0 for the nine-month period ending May 31, 2019. The increase was attributable to the beginning of product shipments to customers and the goods purchased to fill these customer orders. Gross profit for the nine-month period ending May 31, 2020 was $10,065 versus $0 for the year earlier period. The increase was attributable to revenue being reported during the period ending May 31, 2020.

For the nine-month period ending May 31, 2020, compared to the nine-month period ending May 31, 2019, the Company increased operating expense as it organized the production of new products. Advertising expense during the nine-month period ending May 2020 was $96,399, consulting services was $735,495, professional fees was $637,806, and general and administrative fees was $553,658, compared to $0, $0, $15,354, and $9,914 for the expense items during the nine-month period ending May 31, 2019, respectively. The increase in operating expenses for the nine-month period ending May 31, 2020 versus the nine-month period ending May 31, 2019 was attributable to the ongoing reorganization of the business, the hiring of consultants and preparation for an increasing number of customer orders for new products developed.

~~Interest expenses for the nine-month period ending May 31, 2020 were $836,901 compared to $7,827 for the nine-month period ending May 31,~~November 30, 2019. The increase was attributable to increased funding obtained to finance product development and infrastructure in anticipation of increased customer orders and shipments.

During the ~~nine-month~~financial period ending ~~May 31,~~November 30, 2020, net loss was ~~$3,896,202~~$353,224 compared to net loss of $385,437 for the financial period ending November 30, 2019. The decrease the relative net loss compared to a ~~new loss~~profit was attributable mainly attributable to a favorable change in the amount of ~~$23,095 for~~carried derivative liabilities, which offset the ~~nine-month period ending May 31, 2019. The~~large increase in ~~the net loss was primarily attributable to higher levels of operating expenses and~~ interest ~~expenses as the Company reorganized its product lines and began to market new products to customers.~~ expenses.

The net loss financial ~~nine-month~~ period ending ~~May 31,~~November 30, 2020, ~~resulted~~results in a net loss per share of ~~$0.03,~~$0.02, compared to a ~~negligible~~net loss of $0.03 per share ~~($0.00) during~~for the ~~same~~financial period ~~one year ago.~~ending November 30, 2020.

Pacific Stock Transfer Company, located at 6725 Via Austin Pkwy., #300, Las Vegas NV 89119 and telephone number of (702) 361-3033 is the registrar and transfer agent for our common stock. As of November 30, 2020, there were approximately 72 holders of record of our common stock.

Our headquarters are located at 520 S. Grand Avenue, Suite 320, Los Angeles, California 90071 where are we lease office space under a contract effective August 15, 2019, which expired on August 14, 2020. We now rent the office space on a month to month basis for $800 per month.

Our Company has also entered into a lease for a commercial food production facility, which is also located in Los Angeles, California. The one-year lease at rate of $3,300 per month was entered into as of August 2019. The lease is expired with the location now being rented on a month to month basis.

We believe that our existing office facilities are adequate for our needs. Should we require additional space at that time, or prior thereto, we believe that such space can be secured on commercially reasonable terms.

As of ~~the end of the quarterly financial period ending May 31,~~November 30, 2020 ~~we had an accumulated deficit of $5,023,803~~ and November 30, 2019 our cash and cash ~~equivalents~~equivalent balances were $59,885 and $2,338, respectively.

Our primary internal sources of ~~$84,866. Consequently, we are dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise~~liquidity were provided by proceeds from the ~~necessary equity and/or debt that we will need to fund our ongoing operating expenses. As a result~~sale of ~~these, among other factors, we received from our registered independent public accountants in their report for~~unregistered common shares and warrants of the ~~financial statements for the years ended August 31, 2019 and 2018, an explanatory paragraph stating that there is substantial doubt about our ability to continue~~Company as ~~a going concern.~~follows:

On July 3, 2019, we sold 2,000,000 restricted shares at $0.025 a share for the amount of $50,000 to an accredited investor. The investor also received 2,000,000 warrants to purchase 2,000,000 shares at a price of $0.15 per share. The warrants expire on July 3, 2020. The sale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are not public offerings.

On July 10, 2019, we sold 1,000,000 restricted shares at $0.025 a share for the amount of $25,000 to an accredited investor. The investor also received 1,000,000 warrants to purchase 1,000,000 shares at a price of $0.15 per share. The warrants expire on July 10, 2020. The sale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are not public offerings.

On July 16, 2019, we sold 1,400,000 restricted shares at $0.025 a share for the amount of $35,000 to an accredited investor. The investor also received 1,400,000 warrants to purchase 1,400,000 shares at a price of $0.15 per share. The warrants expire on July 16, 2020. The sale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are not public offerings. ~~As of the date of this filing, these shares have not yet been issued to the purchaser.~~

On July 19, 2019, we sold 1,000,000 restricted shares at $0.025 a share for the amount of $25,000 to an accredited investor. The investor also received 1,000,000 warrants to purchase 1,000,000 shares at a price of $0.15 per share. The warrants expire on July 19, 2020. The sale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are not public offerings.

On August 15, 2019, we sold 2,000,000 restricted shares at $0.025 a share for the amount of $50,000 to an accredited investor. The investor also received 2,000,000 warrants to purchase 2,000,000 shares at a price of $0.15 per share. The warrants expire on August 15, 2020. The sale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are not public offerings. ~~As of the date of this filing, these shares have not yet been issued to the purchaser.~~

On August 19, 2019, we sold 1,000,000 restricted shares at $0.025 a share for the amount of ~~$25,000~~$50,000 to an accredited investor. The investor also received 1,000,000 warrants to purchase 1,000,000 shares at a price of $0.15 per share. The warrants expire on August 19, 2020. The sale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are not public offerings. ~~As of the date of this filing, these shares have not yet been issued to the purchaser.~~

On August 27, 2019, we sold 1,000,000 restricted shares at $0.025 a share for the amount of $25,000 to an accredited investor. The investor also received 1,000,000 warrants to purchase 1,000,000 shares at a price of $0.15 per share. The warrants expire on August 27, 2020. The sale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are not public offerings. As of the date of this filing, these shares have not yet been issued to the purchaser.

On August 26, 2019, we filed Form S-1 registration for the resale of up to 13,156,667 shares from certain selling holders and for the sale 20,000,000 newly issued common stock as part of a primary offering from the Company. These shares amounts are indicated based on pre-split basis not taking into account the 1 for 15 stock split occurring on August 30, 2019. On a post-split basis these share amounts are adjusted to 877,112 for sales from certain selling shareholders and 1,333,333 newly issued common stock as part of a primary offering from the Company. The S-1 registration was declared effective by the Commission on September 16, 2019.

On November 6, 2019, we sold a convertible not to an accredited investor for $20,000. The terms of the six month note allow 7% annual interest and for the conversion into common shares at $0.75. Additionally, the investor received a warrant providing the investor the right to purchase 26,666 common shares at a price of $3.50.

On November 11, 2019, we sold 83,333 common shares registered in the direct offering under its From S-1 made effective by the SEC on September 16, 2019, to an accredited investor in exchange for $25,000.

On November 25, 2019, we sold 120,000 common shares registered in the direct offering under its From S-1 made effective by the SEC on September 16, 2019, to an accredited investor in exchange for $50,000.

On December 30, 2019, The Company sold a convertible note to an accredited investor. The $63,000 note calls for annualized interest of 10% and is due on December 20, 2020. The note converts in common shares at 40% discount. This note is attached as an exhibit hereto.

On December 16, 2019, the Company’s board of directors by unanimous written consent caused the authorization of ten million (10,000,000) shares of preferred stock, par value $0.0001 per share, of the Company ("Preferred Stock") in one or more series, and expressly authorized the Board of Directors of the Company (the "Board"), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions, and limitations of the shares of such series.

On December 2, 2019, the Company signed an agreement to sell 260,000 registered common shares to an accredited investor. On November 26, 2019, the Company received $65,000 in advance of the signing agreement. The $65,000 was booked as a Stock Subscription Receivable. The underlying shares were issued during December of 2019 and will be reflected in the quarterly financial reporting period ending May 2020.

During the quarterly period ended February 29, 2020, the Company issued four convertible promissory notes having an aggregate principal amount of $256,500, aggregate original issue discount (OID) of $10,500, and aggregate legal fees of $11,000, resulting in aggregate net proceeds to the Company of $235,000. The notes mature in one year from the respective issuance date and bear interest at the rate of 10% per annum, payable at maturity. Commencing one hundred eighty (180) days following the issuance date of $198,750 of the notes and commencing immediately following the issuance of $57,750 of the notes, the noteholders shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at variable conversion prices ranging from 50% - 60% of the lowest previous fifteen (15) to twenty (20) trading day closing trade prices of the Company’s common stock, subject to adjustment. As a result of the variable conversion prices, upon issuance, the Company recognized total debt discount of $256,500, which is being amortized to interest expense over the term of the notes. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note.

On March 19, 2020, the Company entered into a Securities Purchases Agreement and Convertible Promissory Note in the principal amount of $150,000. The note, which is payable one year after issuance, carries interest at 10% per annum. On March 19, 2020, the Company received its first disbursement under this agreement in the amount of $50,000. Less an original discount and other certain fees, the Company netted $43,000. The note converts to common shares at a 40% discount to the lowest traded price during the 25 days prior to conversion. Additionally, the issuer was granted three-year warrant coverage at $0.48. The note shall not be able to be converted in an amount that would result in the beneficial ownership of more than 4.99% of the Company outstanding common stock.

On May 4, 2020 the Company received its Second disbursement under this agreement win the amount of $25,000. Less an original discount and other certain fees, the Company netted $21,000. This note converts to common shares at a 40% discount to the lowest traded price during the 25 days prior to conversion.

On ~~April 23, 2020, we sold 375,000 common shares registered in the direct offering under its From S-1 made effective by the SEC on September 16, 2019, to an accredited investor in exchange for $25,000.~~

~~On May 20, 2020, we sold 495,000 common shares registered in the direct offering under its From S-1 made effective by the SEC on September 16, 2019, to an accredited investor in exchange for $75,000.~~

~~On May 21, 2020, we sold 352,941 common shares registering in the direct offering under its From S-1 made effective by the SEC on September 16, 2020, to an accredited investor in exchange for $60,000.~~

On May 28, 2020, Mr. Robert L. Hymers III, a former director and former chief financial officer, returned 2,000,000 Series A Preferred shares to the corporate treasury. As of the date of this filing, there were 6,000,000 Series A Preferred shares issued and outstanding.

~~We plan~~On June 19, 2020, we sold 352,941 registered common shares to ~~use~~an investor in exchange for $60,000 by subscription from our Form S-1 registration, file number 333-238974.

On June 23, 2020, we sold 116,667 registered common shares to an investor in exchange for a settlement by subscription form our Form S-1 registration, file number 333-238974.

On June 30, 2020, we sold 289,301 registered common shares to an investor in exchange for $50,000 by subscription form our Form S-1 registration, file number 333-238974.

On July 7, 2020, we sold 305,810 registered common shares to an investor in exchange for $35,000 by subscription form our Form S-1 registration, file number 333-238974.

On July 10, 2020, the Company receives a $25,000 disbursement from a previously signed convertible note. On March 19, 2020, the Company entered into a Securities Purchases Agreement and Convertible Promissory Note in the principal amount of $150,000. The note, which is payable one year after issuance, carries interest at 10% per annum. On March 19, 2020, the Company received its first disbursement under this agreement in the amount of $50,000. Less an original discount and other certain fees, the Company netted $43,000. The note converts to common shares at a 40% discount to the lowest traded price during the 25 days prior to conversion. Additionally, the issuer was granted three-year warrant coverage at $0.48. The note shall not be able to be converted in an amount that would result in the beneficial ownership of more than 4.99% of the Company outstanding common stock.

On July 21, 2020, the Company entered into a Securities Purchases Agreement and Convertible Promissory Note in the principal amount of $78,750. The note, which is payable one year after issuance, carries interest at 6% per annum. The note converts to common shares at a 60% discount to the lowest traded price during the 30 days prior to conversion.

On August 6, 2020, we sold 2,899,017 registered common shares to an investor in exchange for $278,338, by subscription form our Form S-1 registration, file number 333-238974. Additionally, the investor was provided with 150,000 commitment shares, and was issued a convertible for $50,000. The note calls for annualized interest of 10% and is due on August 7, 2021. The note converts into common shares at a fixed price of $0.1631.

On August 12, 2020, The Company sold a convertible note to an accredited investor. The $55,000 note calls for annualized interest of 10% and is due on May 21, 2021. The note converts into common shares at a fixed price of $0.1005.

On August 14, 2020, The Company sold a convertible note to an accredited investor. The $50,000 note calls for annualized interest of 10% and is due on May 14, 2021. The note converts into common shares at a fixed price of $0.1005.

On August 17, 2020, we sold 510,204 registered common shares to an investor in exchange for $51,275.50 by subscription form our Form S-1 registration, file number 333-238974.

On August 28, 2020, the Company sold a convertible note to an accredited investor. The $113,000 note calls for annualized interest of 8% and is due on August 28, 2021. The note converts to common shares at a 37% discount to the lowest traded price during the 15 days prior to conversion.

On September 22, 2020, the Company issued a convertible note in the amount of $78,000. The note matures on September 22, 2021 and bears 8% interest rate per annum. The note is convertible into common shares at 37% discount for the average of the two lowest trading price of the common stock during the 15 trading day period ending on the latest complete trading day prior to the conversion date.

On September 30, 2020, the Company entered into a securities exchange agreement with Marijuana Company of America, Inc., a Utah corporation (“MCOA”). By virtue of the agreement, the Company issued 7,222,222 shares of its restricted common stock to MCOA in exchange for 650,000,000 shares of MCOA restricted common stock. The Company and MCOA also entered into a lock up leak out agreement which prevents either party from sales of the ~~primary~~exchanged shares for a period of 12 months. Thereafter the parties may sell not more than the quantity of shares equaling an aggregate maximum sale value of $20,000 per week, or $80,000 per month until all Shares and Exchange Shares are sold.

On November 16, 2020, the Company sold an aggregate 3,000,000 shares of Company common stock, par value $0.001, equal in value to $177,000 based on the closing price on November 16, 2020. Of the total sold, 1,500,000 shares of common stock were sold to Edward Manolos and 1,500,000 shares of common stock were sold to Thang Nguyen. The sales were made in regards to the Company’s acquisition of Ethos, and its disclosures under Item 1.01 are incorporated herein by reference. The Company issued the above shares of its common stock pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, available to the Company by Section 4(a)(2) promulgated thereunder due to the fact that it was an isolated issuance and did not involve a public offering of securities. Messrs. Manolos and Nguyen were “accredited investors” and/or “sophisticated investors” pursuant to ~~partially finance our~~Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning their qualifications as “sophisticated investors” and/or “accredited investors.” The Company provided and made available to Messrs. Manolos and Nguyen full information regarding its business and operations. ~~We also intend~~There was no general solicitation in connection with the offer or sale of the restricted securities. Messrs. Manolos and Nguyen acquired the restricted common stock for their own accounts, for investment purposes and not with a view to ~~utilize cash on hand, loans~~public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless subject to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and ~~other forms~~approval by the Company.

On December 1, 2020, the Company entered into a Securities Purchase Agreement in connection with the issuance of ~~financing such~~an 8% convertible note with the principal amount of $33,500, with an accredited investor. The note is convertible anytime after 180 days of issuance at a variable conversion price of 63% of the Market Price at time of conversion. Market Price is defined as the ~~sale~~average of ~~additional equity~~the two lowest trading prices during the fifteen (15) days prior to conversion. The Note and ~~debt securities and other credit facilities~~Purchase Agreement are attached to ~~conduct our ongoing business, and to also conduct strategic business development and implementation~~this filing. The Company received net cash proceeds of ~~our business plans generally. We are not intending to use any off-balance sheet financing arrangements.~~$30,000

On January 5, 2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of an 10% convertible note with the principal amount of $110,000, with an accredited investor. The note is convertible at a fixed conversion price of $0.005. In the event of default by the Company, or after the public announcement of a change of control transaction as defined in the agreement, the conversion price is $0.001. The Company received net proceeds of $97,500.

Our Company entered into a one-year lease during August of 2019 for a commercial food production facility located in Los Angeles, California. The one-year lease at a base rate of $3,600 per month through September of 2020. ~~Subsequent to the end of the financial reporting period, ending May 31, 2020, the~~The Company has agreed to extend the lease for commercial food production facility located in Los Angeles, California, on a month-to-month basis, upon the August 2019 expiration.

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our accounting policies are discussed in detail in the footnotes to our financial statements included in our Annual Report on Form 10-K for the year ended August 31, 2019, however we consider our critical accounting policies to be those related to derivative financial instruments.

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to the Company, we have not identified any standards that we believe merit further discussion. We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our financial position, results of operations, or cash flows.

Management is responsible for establishing and maintaining adequate disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely and reliable financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.

As of the quarter ended ~~May 31,~~November 30, 2020, our principal executive officer and principal financial officer completed an assessment of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e), to determine the existence of any material weaknesses or significant deficiencies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting.

Based on that evaluation, we concluded that our disclosure controls and procedures over financial reporting were not effective as of ~~May 31,~~November 30, 2020.

There have been no changes in our internal control over financial reporting during the quarter ended ~~May 31,~~November 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On November 22, 2019, the Company filed suit against Jeet Sidhru and Jatinder Bhogal in the District Court of Clark County Nevada, Case number A-19-805943-C. Mr. Sidhru and Mr. Bhogal were formerly directors and officers of the Company. The Company’s complaint alleges that Mr. Sidhru and Mr. Bhogal breached their fiduciary duties to the Company, including their fiduciary duties of due care, good faith and loyalty, by recklessly and intentionally failing to maintain the Company’s statutory corporate filings with the State of Nevada, OTC Markets and the U.S. Securities and Exchange Commission, and abandoning the Company and its shareholders. The Company’s complaint also alleges that Mr. Sidhru and Mr. Bhogal engaged in conflicted transactions involving the Company, in which each were unjustly enriched. The Company served Mr. Bhogal, and received notice of representation of both defendants. The case is currently in its early phase, as neither defendant has responded to the complaint.

The following sales of unregistered securities were made in reliance on Section 4.2 of the Securities Act, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Each purchaser was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to each purchaser full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Each purchaser acquired the restricted common stock for their own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On ~~March 19,~~November 16, 2020, the Company entered into a ~~Securities Purchases Agreement and Convertible Promissory Note~~business acquisition agreement with Ethos Technology LLC, dba Comply Bag, a California limited liability company (“Ethos”). Ethos is a development stage business in the ~~principal amount~~process of ~~$150,000. The note, which~~entering the market for cannabis trackable storage bags. By virtue of the agreement, Ethos sold, assigned, and transferred to the Company all of Ethos’ business, including all of its assets and associated liabilities, in exchange for the Company’s issuance of an aggregate of 6,000,000 common shares. 3,000,000 shares were due at signing, with 1,500,000 shares being issued to Edward Manolos, and 1,500,000 shares being issued to Thang Nguyen. Mr. Manolos is ~~payable one year after issuance, carries interest at 10% per annum.~~a director of the Company and a related party. Mr. Nguyen is the brother of Dan Van Nguyen, a director of the Company and a related party. After Ethos ships orders for Ethos products equaling $1,000,000 to unaffiliated parties, the Company will issue to Messrs. Manolos and Nguyen an additional 1,500,000 shares of common stock each. On ~~March 19,~~November 16, 2020, the Company ~~received its first disbursement under this agreement in the amount of $50,000. Less~~sold an original discount and other certain fees, the Company netted $43,000. The note converts to common shares at a 40% discount to the lowest traded price during the 25 days prior to conversion. Additionally, the issuer was granted three-year warrant coverage at $0.48. The note shall not be able to be converted in an amount that would result in the beneficial ownership of more than 4.99% of the Company outstanding common stock. On May 4, 2020 the Company received its second disbursement under this agreement win the amount of $25,000. Less an original discount and other certain fees, the Company netted $21,000. This note converts to common shares at a 40% discount to the lowest traded price during the 25 days prior to conversion.

~~On December 16, 2019, the Corporation authorized ten million (10,000,000)~~aggregate 3,000,000 shares of ~~preferred~~Company common stock, par value ~~$0.0001 per share,~~$0.001, equal in value to $177,000 based on the closing price on November 16, 2020. Of the total sold, 1,500,000 shares of common stock were sold to Edward Manolos and 1,500,000 shares of common stock were sold to Thang Nguyen. The sales were made in regards to the Company’s acquisition of Ethos, and its disclosures under Item 1.01 are incorporated herein by reference. The Company issued the above shares of its common stock pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, available to the Company ~~("Preferred Stock") in one~~ by Section 4(a)(2) promulgated thereunder due to the fact that it was an isolated issuance and did not involve a public offering of securities. Messrs. Manolos and Nguyen were “accredited investors” and/or ~~more series, and expressly authorized the Board of Directors~~“sophisticated investors” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company ~~(the "Board"),~~with representations, warranties and information concerning their qualifications as “sophisticated investors” and/or “accredited investors.” The Company provided and made available to Messrs. Manolos and Nguyen full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Messrs. Manolos and Nguyen acquired the restricted common stock for their own accounts, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless subject to ~~limitations prescribed~~an effective registration statement by ~~law, to provide, out~~the Company, or by an exemption from registration requirements of Section 5 of the ~~unissued shares~~Securities Act—the existence of ~~Preferred Stock, for series of Preferred Stock,~~any such exemption subject to legal review and ~~with respect to each such series, to establish and fix~~approval by the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions, and limitations of the shares of such series. On this date, the Board of Directors authorized the designation of eight million (8,000,000) preferred shares as “Series A Preferred Stock.” The Series A Preferred Stock is not convertible into any other form of Securities, including common shares, of the Company. Holders of Series A Preferred Stock shall be entitled to fifty (50) votes for every Share of Series A Preferred Stock beneficially owned as of the record date for any shareholder vote or written consent. These shares were issued to Company directors as follow: Director Arman Tabatabaei, 2 million shares of Series A Preferred Stock; Director Edward Manolos, 2 million shares of Series A Preferred Stock; Director Robert L. Hymers, III, 2 million shares of Series A Preferred Stock; and Director Dan Nguyen, 2 million shares of Series A Preferred Stock.

On May 28, 2020, Mr. Robert L. Hymers III, a former director and former chief financial officer, returned 2,000,000 Series A Preferred shares to the corporate treasury. As of the end of the reporting period, May 31, 2020, there were 6,000,000 Series A Preferred shares outstanding.

On ~~May 28,~~October 30, 2020, the ~~Company’s board of directors voted~~registrant appointed Jim Riley as an independent director. No arrangement or understanding exists between Mr. Riley and any other person with respect to ~~issue our Chairman, CEO and CFO,~~his appointment as independent director. Mr. ~~Tabatabaei 1,500,000 in restricted common shares as a performance bonus. The unanimous resolution from the Company’s board of directors~~Riley is ~~attached hereto.~~

On May 28, 2020, Tabular Investments, LLC purchased 2,648,889 common shares in a private transaction from Robert L. Hymers, III. Tabular Investments, LLC is controlled by Tad Mailander, our outside legal counsel.

~~On May 20, 2020, the Company issued 694,902~~not expected to our Chairman, CEO and CFO, Arman Tabatabaei, for a conversion of a note issued by the Company on January 21, 2020 in the amount of $79,333.33. The final amount, including interest was $81,941.55, which converted into 524,180 common shares. These shares were not issued as of the filing of this report and were classified as “shares to be issued” on the balance sheet. The board of director’s resolution concerning the conversions and issuances are attached hereto. This transaction is more fully described in ~~Related Party Transactions~~.

On May 20, 2020, we issued 1,100,000 common shares to a Pinnacle Consulting Services Inc. for consulting service provided to the Company. The agreement is attached hereto. A copy of the agreement is attached hereto. These shares were registered in the S-1 that was filed with the SEC on June 5, 2020 that went effective on June 22, 2020.

On May 20, 2020, we issued 1,000,000 common shares to a Tabular Investments LLC for consulting service provided to the Company. A copy of the agreement is attached hereto. Five Hundred Thousand (500,000) of these shares were registered in the S-1 that was filed with the SEC on June 5, 2020 that went effective on June 22, 2020.

~~On May 20, 2020, the Company issued 1,000,000 common shares were issued to a consultant for consulting services provided to the Company.~~

~~On April 30, 2020, Robert L. Hymers, III resigned as the Company’s Chief Financial Officer Principal Accounting Officer. Mr. Hymers held no position~~serve on any committee of the ~~board~~Board of ~~directors at~~Directors. Mr. Riley has no direct or indirect material interest in any current or proposed transaction, since the ~~time~~beginning of the registrant's last fiscal year, in which the registrant was or is to be a participant and the amount involved exceeds $120,000. The registrant and Mr. Riley entered into an independent director agreement concurrent with his ~~resignation.~~appointment. The registrant agreed to compensate Mr. ~~Hymers’ resignation was not as~~Riley by issuing him an aggregate of 400,000 shares of the ~~result of a disagreement~~registrant’s common stock, vesting in equal amounts over 12 months, with the ~~Company, known to an executive officer of~~initial amount vesting on October 30, 2020. In the ~~Company, as defined in 17 CFR 240.3b-7, on any matter relating~~event Mr. Riley’s directorship terminates beforehand, vested shares shall be determined pro rata to the ~~Company’s operations, policies or practices.~~date of termination.

On ~~April~~September 30, 2020, the Company ~~appointed Arman Tabatabaei, age 38, as its Chief Financial Officer Principal Accounting Officer. The unanimous resolution from the Company’s board~~entered into a securities exchange agreement with Marijuana Company of ~~directors is attached hereto. Subsequent to the end~~America, Inc., a Utah corporation (“MCOA”). By virtue of the ~~financial reporting period ending May 31, 2020,~~agreement, the ~~executive employment~~Company issued 7,222,222 shares of its unregistered common stock to MCOA in exchange for 650,000,000 shares of MCOA unregistered common stock. The Company and MCOA also entered into a lock up leak out agreement ~~with Mr. Tabatabaei was extended~~which prevents either party from sales of the exchanged shares for a period of ~~one year. Please see~~ ~~Subsequent Events~~.12 months. Thereafter the parties may sell not more than the quantity of shares equaling an aggregate maximum sale value of $20,000 per week, or $80,000 per month until all Shares and Exchange Shares are sold.

On ~~March~~September 24, 2020, the Company ~~received notice~~issued a convertible note in the amount of ~~allowance~~$78,000. The note matures on June 24, 2021 and bears 10% interest rate per annum. The note is convertible into common shares at a fixed conversion price of $0.06 or a conversion discount at rate of 30% to the lowest trading price during the previous twenty (20) trading days to the date of a conversion notice; whichever is lower.

On September 2, 2020, the Company issued two convertible promissory notes with an aggregate principal amount of $107,000, with the Company receiving proceeds of $100,000 after original issue discount of $5,000 and deferred finance costs of $2,000. The notes mature in September 2021 and bear interest at 12% per annum. Commencing one hundred eighty (180) days following the issuance date of the notes, the noteholders shall have the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Company at variable conversion price of 60% of the lowest previous twenty (20) trading day closing trade prices of the Company’s common stock, subject to adjustment. The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its ~~trademark applications for Gummies You Can Feel™. The trademark numbers is U.S. Trademark SN 88590925: GUMMIES YOU CAN FEEL: Docket/Reference No. MCTC-201.~~affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note.

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.

Nevada		83-1754057
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

520 S. Grand Avenue, Ste. 320
Los Angeles, CA		90071
(Address of principal executive offices)		(Zip Code)

Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Common	~~MCTC~~CBGL	None

Large accelerated filer	[_]	Accelerated filer	[_]
Non-accelerated filer	[_]	Smaller reporting company	[X]
Emerging growth company	[_]X]

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed consolidated balance sheets as of ~~May 31,~~November 30, 2020 (unaudited) and August 31, 2019 (audited)	3
Condensed consolidated statements of operations for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2020 and 2019 (unaudited)	4
Condensed consolidated statements of equity for the ~~nine~~three months ended ~~May 31,~~November 30, 2020 and 2019 (unaudited)	5
Condensed consolidated statements of cash flows for the ~~nine~~three months ended ~~May 31,~~November 30, 2020 and 2019 (unaudited)	76

Notes to Condensed Consolidated Financial Statements (unaudited)	87

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	25

Item 4. Controls and Procedures	3339

*PART II OTHER INFORMATION*

Item 1. Legal Proceedings	3440

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3440

Item 3. Defaults Upon Senior Securities	3542

Item 4. Mine Safety Disclosures	3542

Item 5. Other Information	3542

Item 6. Exhibits	3642

Signatures	3743

	May 31,			August 31,			November 30,			August 31,
	2020			2019			2020 (Unaudited)			2020 (Audited)
		(unaudited)			(audited)
ASSETS
Current Assets:
Cash	$	84,866		$	152,082		$	59,885		$	2,338
Accounts Receivable		5,000			—			810			—
Accounts Receivable - Related Party		5,003			—
Inventory		39,051			2,299			75,825			75,338
Total Current Assets		133,920			154,381			136,520			77,676

Machinery & Equipment- Net		14,304			13,248			24,506			25,406

Other Assets
Long-Term Investments								2,512,918			1,714,903
Intangible Assets		612,400			—			500,000			500,000
Notes Receivable		40,000			40,000
Rent Deposit		7,200			7,200
Security Deposit								7,200			7,200

TOTAL ASSETS	$	807,824		$	214,829		$	3,181,144		$	2,325,185



LIABILITIES & STOCKHOLDER'S EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	191,510		$	92,806		$	245,937		$	234,707
Accounts Payable - Related Party		—			1,139			1,139			1,139
Accrued Interest		25,576			—			95,967			33,301
Accrued Professional and Legal Expenses		—			5,885
Accrued R&D Expenses		—			6,250
Convertible Notes, Net of Debt Discount of $298,706 and 0, respectively		666,562			33,334
Convertible Notes, Net of Debt Discount of $678,246 and $0, respectively								2,123,871			1,865,733
Derivative Liability		1,903,234			—			1,139,952			1,125,803
Notes Payable - Related Party		35,500			14,000			499,788			499,788
Total Current Liabilities		2,822,382			153,414			4,106,654			3,760,471

Total Liabilities		2,822,382			153,414			4,106,654			3,760,471

Stockholder's Equity (Deficit)
Preferred Stock, par value $0.0001,								600			600
10,000,000 shares Authorized, 8,000,000 shares Issued and
Outstanding at May 31, 2020 and August 31, 2019		600			—
10,000,000 shares Authorized, 6,000,000 shares Issued and Outstanding at November 30, 2020 and August 31, 2020
Common Stock, par value $0.001,
290,000,000 shares Authorized, 12,524,307 shares Issued and Outstanding at August 31, 2019 and 17,066,096 at May 31, 2020		1,707			1,253
290,000,000 shares Authorized, 39,714,845 at November 30, 2020 and 27,082,419 shares Issued and Outstanding at August 31, 2020								39,712			2,708
Additional Paid-In Capital		3,005,633			1,184,923			5,442,391			4,618,168
Shares to be issued		1,305			2,840			1,960			187
Accumulated Deficit		(5,023,803	)		(1,127,601	)		(6,410,173	)		(6,056,949	)

Total Stockholder's Equity (Deficit)		(2,014,558	)		61,415			(925,510	)		(1,435,286	)

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)	$	807,824		$	214,829		$	3,181,144		$	2,325,185

	Three Months Ended Nov. 30
	2020			2021

Revenue:
Products Sales	$	4,410		$	5,003
Consulting Revenue- Related Party		—			5,000
Other Income		120			—
Total Revenue		4,530			10,003

Cost of Goods Sold		1,300			2,900
Gross Profit		3,230			7,103.00

Operating Expenses:
Advertising Expenses		51,022			1,432
Consulting Services		231,301			35,883
Professional Fees		50,632			148,955
General and Administrative Expenses		114,436			187,523
Total Operating Expenses		447,391			373,793

Operating Loss		(444,161	)		(366,690	)

Other Income (Expense)
Interest Expense		(772,755	)		(31,250	)
Changes in Fair Value of Derivatives		715,677			12,503
Investment Income		148,015			—
Total Other Income (Expense)		90,937			(18,747	)

Net Loss	$	(353,224	)	$	(385,437	)

Basic & Diluted Loss per Common Share	$	(0.02	)	$	(0.03	)

Weighted Average Common Shares
Outstanding		20,335,239			12,752,506

	For the Three Months Ended						For the Nine Months Ended
	May 31,			May 31,			May 31,			May 31,
	2020			2019			2020			2019

Revenue:
Products Sales	$	19,750		$	—		$	24,753		$	—
Consulting Revenue- Related Party		—			—		$	5,000			—
Total Revenue		19,750.00			—		$	29,753			—

Cost of Goods Sold		16,788.00			—		$	19,688			—
Gross Profit		2,962.00			—		$	10,065			—

Operating Expenses:
Advertising Expenses		80,705			—			96,399			—
Consulting Services		631,950			—			735,495			—
Professional Fees		355,692			500			637,806			15,354
General and Administrative Expenses		170,303			5,325			553,658			9,914
Total Operating Expenses		1,238,650			5,825			2,023,358			25,268

Operating Loss		(1,235,688	)		(5,825	)		(2,013,293	)		(25,268	)

Other Income (Expense)
Interest Expense		(283,448	)		(2,644	)		(836,901	)		(7,827	)
Gain on Debt Cancellation		50,747			10,000			50,747			10,000
Changes in Fair Value of Derivative Liabilities		(1,280,180	)		—			(1,096,755	)		—
Total Other Income (Expense)		(1,512,881	)		7,356			(1,882,909	)		2,173

Net Loss	$	(2,748,569	)	$	1,531		$	(3,896,202	)	$	(23,095	)

Basic & Diluted Loss per Common Share	$	(0.22	)	$	0.00		$	(0.03	)	$	(0.00	)

Weighted Average Common Shares
Outstanding		12,549,491			12,257,640			12,549,491			12,257,640



	Class A Preferred Stock				Common Stock				Common Stock to be issued				Additional Paid In		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, August 31, 2018		—	$	—		12,257,640	$	1,226		—	$	—	$	601,825	$	(738,004	)	$	(134,953	)

Net loss		—		—		—		—		—		—		—		(17,283	)		(17,283	)

Balance, November 30, 2018		—		—		12,257,640		1,226		—		—		601,825		(755,287	)		(152,236	)

Net loss		—		—		—		—		—		—		—		1,531			1,531

Balance, February 28, 2019		—		—		12,257,640		1,226		—		—		601,825		(753,756	)		(150,705	)

Balance, August 31, 2020	6,000,000		600	27,082,419		2,708	1,871,858		187		4,618,168			(6,056,949	)		(1,435,286	)
Stock based compensation				3,400,000		3,400					179,600						183,000
Proceeds from common stock subscriptions				510,204		510	89,796		90		(600	)					—
Common stock issued for investment				7,222,222		7,222	—		—		642,778						650,000
Common stock issued in settlement of convertible notes payable and accrued interest				1,500,000		1,500					28,500						30,000
Effects of Par value adjustment						24,372			1,683		(26,055	)
Net Loss													$	(353,224	)		(353,224	)
Balance, November 30, 2020	6,000,000	$	600	39,714,845	$	39,712	1,961,654	$	1,960	$	5,442,391		$	(6,410,173	)	$	(925,510	)

	May 31 , 2020			August 30, 2019
Deferred tax assets:
Net operating loss carryforwards	$	1,184,941		$	212,618
Capitalized research and development		—			—
Research and development credit carry forward		1,963			1,963
Total deferred tax assets		1,182,978			214,581

Less: valuation allowance		(1,182,978	)		(214,581	)

Net deferred tax asset	$	—		$	—

	May 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative liability	$	1,903,234	$	—	$	—	$	1,903,234

		November 30, 2020				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Derivative liability		$	1,139,952			$	—			$	—			$	1,139,952

	August 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative liability	$	1,125,803	$	—	$	—	$	1,125,803

Balance, August 31, 2019	$	—
Transfers in due to issuance of convertible promissory notes		1,038,111
Transfers out due to conversions of convertible promissory notes		(231,632	)
Mark to market to May 31, 2020		1,096,755
Balance, May 31, 2020	$	1,903,234
Loss on change in derivative liability for the nine months ended May 31, 2020	($	1,096,755	)

10.1	Securities Purchase Agreement with Redstart Holdings Corp dated September 22, 2020	Filed Herewith
10.2	Convertible Promissory Note with Redstart Holdings Corp. dated September 22, 2020	Filed Herewith
10.3	Securities Purchase Agreement with Redstart Holdings Corp. dated October 30, 2020	Filed Herewith
10.4	Convertible Promissory Note with Redstart Holdings Corp. dated October 30, 2020	Filed Herewith
10.5	Ethos Technology Acquisition Agreement dated November 16, 2020	Filed Herewith
10.6	Securities Purchase Agreement with GW Holdings Group, LLC dated January 12, 2021	Filed Herewith
10.7	Convertible Promissory Note with GW Holdings Group, LLC dated January 12, 2021	Filed Herewith
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed Herewith
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed Herewith
32.1	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed Herewith
101.INS	XBRL Instance Document	Filed Herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	Filed Herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase	Filed Herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase	Filed Herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	Filed Herewith
101.SCH	XBRL Taxonomy Extension Schema	Filed Herewith

~~Item~~		~~Description~~

~~3.1~~		~~Preferred Stock Certificates of Designations (incorporated by reference to Exhibit 3.vii of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~3.2~~		~~For Profit Formation Nevada March 18, 2020 (incorporated by reference to Exhibit 10.32 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~3.3~~		~~Articles of Domestication Nevada March 18, 2020 (incorporated by reference to Exhibit 3(v) of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.1~~		~~Convertible Note Agreement Dated January 16, 2020 (incorporated by reference to Exhibit 10.24 of the Registration Statement on Form S-1 filed on June 1, 2020)~~

~~10.2~~		~~Securities Purchase Agreement Dated January 16, 2020 (incorporated by reference to Exhibit 10.24 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.3~~		~~Convertible Note Dated January 16, 2020 (incorporated by reference to Exhibit 10.22 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.4~~		~~Securities Purchase Agreement Dated January 16, 2020 (incorporated by reference to Exhibit 10.22 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.5~~		~~Convertible Note Dated December 26, 2019 (incorporated by reference to Exhibit 10.25 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.6~~		~~Securities Purchase Agreement Dated December 26, 2019 (incorporated by reference to Exhibit 10.24 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.7~~		~~Convertible Note Dated February 18, 2020 (incorporated by reference to Exhibit 10.26 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.8~~		~~Securities Purchase Agreement Dated February 18, 2020 (incorporated by reference to Exhibit 10.26 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.9~~		~~Acquisition Agreement Dated February 4, 2020 (incorporated by reference to Exhibit 6(a) of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.10~~		~~Seller’s Acquisition Note Date February 12, 2020 (incorporated by reference to Exhibit 10.2 of the Current Event on Form 8-K filed on February 20, 2020).~~

~~10.11~~		~~Seller’s Acquisition Note Date February 12, 2020 (incorporated by reference to Exhibit 10.3 of the Current Event on Form 8-K filed on February 20, 2020).~~

~~10.12~~		~~Seller’s Acquisition Note Date February 12, 2020 (incorporated by reference to Exhibit 10.4 of the Current Event on Form 8-K filed on February 20, 2020).~~

~~10.13~~		~~Convertible Promissory Note March 19, 2020 incorporated by reference to Exhibit 10.23 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.14~~		~~Stock Purchase Agreement April 23, 2020 (incorporated by reference to Exhibit 10.20 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.15~~		~~Stock Purchase Agreement May 20, 2020 (incorporated by reference to Exhibit 10.21 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.16~~		~~Stock Purchase Agreement May 21, 2020 (incorporated by reference to Exhibit 10.17 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

10.17*		~~Note Conversion and Share Issuance – CEO Tabatabaei~~

~~10.18~~		~~Consulting Agreement – Tabular Investments, LLC – May 20, 2020 (incorporated by reference to Exhibit 10.32 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.19~~		~~Consulting Agreement – Pinnacle Consulting, Inc. May 20, 2020 (incorporated by reference to Exhibit 10.31 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.20~~		~~Modifications of Acquisition Agreement and New Note Issuance (incorporated by reference to Exhibit 10.1 of the Current Event on Form 8-K filed on June 18, 2020).~~

10.21*		~~Joint Venture Agreement RXLeaf May 2020~~

~~10.22~~		~~Board of Directors Resolution – Convertible Notes January 16, 2020 (incorporated by reference to Exhibit 10.22 of the Registration Statement on Form S-1 filed on June 1, 2020)~~

~~10.23~~		~~Board of Directors Resolution – Convertible Notes March 19, 2020 (incorporated by reference to Exhibit 10.23 of the Registration Statement on Form S-1 filed on June 1, 2020).~~

~~10.24~~		~~Board of Directors Resolution – Convertible Notes January 31, 2020 (incorporated by reference to Exhibit 10.28 of the Registration Statement on Form S-1 filed on June 1, 2020)~~

10.25*		~~Board of Directors Resolution - Tabatabaei CFO Appointment April 2020~~

10.26*		~~Board of Director Resolution June 2020 Issuances~~

~~10.27~~*		~~Board of Directors Resolution June 2020 – Tabatabaei Executive Contract~~

31.1*		~~Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

31.2*		~~Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 USC. Section 1350, Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	Cannabis Global, Inc.

	By:	/s/ Arman Tabatabaei
		Arman Tabatabaei President, Chief Executive Officer, Chief Financial Officer, Director