Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | CannAssist International Corp | |
Entity Central Index Key | 0001709542 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55809 | |
Entity Incorporation State Country Code | DE | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 18,435,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Balance Sheets (unaudited)
Balance Sheets (unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 57,421 | $ 80,021 |
Accounts receivable | 68,202 | 1,135 |
Prepaid expenses | 4,308 | 4,145 |
Other asset | 53 | 1,567 |
Inventory | 95,866 | 50,592 |
Total assets | 225,850 | 137,460 |
Current liabilities: | ||
Accounts payable and accruals | 243,848 | 124,796 |
Accounts payable - related party | 20,370 | 9,857 |
Convertible notes payable, net of debt discount of $3,451 | 26,049 | |
Customer deposits | 54,660 | |
Due to a related party | 22,970 | 9,498 |
Loans payable | 11,000 | 1,000 |
Total current liabilities | 324,237 | 199,811 |
Commitments and contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and outstanding | ||
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 18,435,000 issued and outstanding | 1,844 | 1,844 |
Additional paid in capital | 3,142,299 | 358,317 |
Accumulated deficit | (3,242,530) | (422,512) |
Total Stockholders' deficit | (98,387) | (62,351) |
Total Liabilities and Stockholders' Deficit | $ 225,850 | $ 137,460 |
Balance Sheets (unaudited) (Par
Balance Sheets (unaudited) (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable, net of debt discount | $ 3,451 | $ 3,451 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 18,435,000 | 18,435,000 |
Common stock, outstanding | 18,435,000 | 18,435,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 409,138 | $ 77,264 | $ 679,050 | $ 515,942 |
Cost of revenue | 273,325 | 15,161 | 416,923 | 343,729 |
Gross margin | 135,813 | 62,103 | 262,127 | 172,213 |
Operating expenses: | ||||
General and administrative | 56,112 | 70,163 | 210,535 | 194,771 |
General and administrative- related party | 3,350 | 157,450 | ||
Commissions - related party | 8,527 | 11,395 | 12,900 | 23,962 |
Professional fees | 29,600 | 56,120 | 86,450 | 161,152 |
Preferred stock issued for change of control | 2,765,250 | |||
Total operating expenses | 94,239 | 141,028 | 3,075,135 | 537,335 |
Income (loss) from operations | 41,574 | (78,925) | (2,813,008) | (365,122) |
Other expense: | ||||
Interest expense | (2,653) | (1,903) | (7,010) | (2,419) |
Total other expense | (2,653) | (1,903) | (7,010) | (2,419) |
Income (loss) before provision for income taxes | 38,921 | (80,828) | (2,820,018) | (367,541) |
Provision for income taxes | ||||
Net income (loss) | $ 38,921 | $ (80,828) | $ (2,820,018) | $ (367,541) |
Income (loss) per share, basic and diluted (in dollars per share) | $ 0 | $ 0 | $ (0.15) | $ (0.03) |
Weighted average shares outstanding, basic and diluted (in shares) | 18,435,000 | 17,878,478 | 18,435,000 | 12,431,452 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Balance at the beginning at Dec. 31, 2018 | $ 1,241 | $ 13,920 | $ (30) | $ 20,294 | $ 35,425 | |
Balance at the beginning (in shares) at Dec. 31, 2018 | 12,410,000 | |||||
Increase Decrease In Stockholders Equity [Roll Forward] | ||||||
Cash collected on receivable | 30 | 30 | ||||
Net loss | (36,150) | (36,150) | ||||
Balance at the end at Mar. 31, 2019 | $ 1,241 | 13,920 | (15,856) | (695) | ||
Balance at the end (in shares) at Mar. 31, 2019 | 12,410,000 | |||||
Balance at the beginning at Dec. 31, 2018 | $ 1,241 | 13,920 | (30) | 20,294 | 35,425 | |
Balance at the beginning (in shares) at Dec. 31, 2018 | 12,410,000 | |||||
Increase Decrease In Stockholders Equity [Roll Forward] | ||||||
Net loss | (367,541) | |||||
Balance at the end at Sep. 30, 2019 | $ 1,839 | 344,572 | (347,247) | (836) | ||
Balance at the end (in shares) at Sep. 30, 2019 | 18,385,000 | |||||
Balance at the beginning at Mar. 31, 2019 | $ 1,241 | 13,920 | (15,856) | (695) | ||
Balance at the beginning (in shares) at Mar. 31, 2019 | 12,410,000 | |||||
Increase Decrease In Stockholders Equity [Roll Forward] | ||||||
Common stock issued for license agreement - related party | $ 500 | 149,500 | 150,000 | |||
Common stock issued for license agreement - related party (in shares) | 5,000,000 | |||||
Net loss | (250,563) | (250,563) | ||||
Balance at the end at Jun. 30, 2019 | $ 1,741 | 163,420 | (266,419) | (101,258) | ||
Balance at the end (in shares) at Jun. 30, 2019 | 17,410,000 | |||||
Increase Decrease In Stockholders Equity [Roll Forward] | ||||||
Common stock issued for cash | $ 85 | 149,915 | 150,000 | |||
Common stock issued for cash (in shares) | 850,000 | |||||
Common stock issued for services | $ 13 | 31,237 | 31,250 | |||
Common stock issued for services (in shares) | 125,000 | |||||
Net loss | (80,828) | (80,828) | ||||
Balance at the end at Sep. 30, 2019 | $ 1,839 | 344,572 | (347,247) | (836) | ||
Balance at the end (in shares) at Sep. 30, 2019 | 18,385,000 | |||||
Balance at the beginning at Dec. 31, 2019 | $ 1,844 | 358,317 | (422,512) | (62,351) | ||
Balance at the beginning (in shares) at Dec. 31, 2019 | 18,435,000 | |||||
Increase Decrease In Stockholders Equity [Roll Forward] | ||||||
Preferred stock issued for change of control | 2,765,250 | 2,765,250 | ||||
Preferred stock issued for change of control (in shares) | 1,000 | |||||
Net loss | (2,775,369) | (2,775,369) | ||||
Balance at the end at Mar. 31, 2020 | $ 1,844 | 3,123,567 | (3,197,881) | (72,470) | ||
Balance at the end (in shares) at Mar. 31, 2020 | 1,000 | 18,435,000 | ||||
Balance at the beginning at Dec. 31, 2019 | $ 1,844 | 358,317 | (422,512) | (62,351) | ||
Balance at the beginning (in shares) at Dec. 31, 2019 | 18,435,000 | |||||
Increase Decrease In Stockholders Equity [Roll Forward] | ||||||
Net loss | (2,820,018) | |||||
Balance at the end at Sep. 30, 2020 | $ 1,844 | 3,142,299 | (3,242,530) | (98,387) | ||
Balance at the end (in shares) at Sep. 30, 2020 | 1,000 | 18,435,000 | ||||
Balance at the beginning at Mar. 31, 2020 | $ 1,844 | 3,123,567 | (3,197,881) | (72,470) | ||
Balance at the beginning (in shares) at Mar. 31, 2020 | 1,000 | 18,435,000 | ||||
Increase Decrease In Stockholders Equity [Roll Forward] | ||||||
Warrants issued | 9,022 | 9,022 | ||||
Net loss | (83,570) | (83,570) | ||||
Balance at the end at Jun. 30, 2020 | $ 1,844 | 3,132,589 | (3,281,451) | (147,018) | ||
Balance at the end (in shares) at Jun. 30, 2020 | 1,000 | 18,435,000 | ||||
Increase Decrease In Stockholders Equity [Roll Forward] | ||||||
Warrants issued | 9,710 | 9,710 | ||||
Net loss | 38,921 | 38,921 | ||||
Balance at the end at Sep. 30, 2020 | $ 1,844 | $ 3,142,299 | $ (3,242,530) | $ (98,387) | ||
Balance at the end (in shares) at Sep. 30, 2020 | 1,000 | 18,435,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (2,820,018) | $ (367,541) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Preferred stock issued for change of control | 2,765,250 | |
Warrant expense | 12,520 | |
Debt discount | 2,763 | |
Common stock issued for licensing expense - related party | 150,000 | |
Common stock issued for services | 31,250 | |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | (67,066) | (2,472) |
Inventory | (45,275) | (19,971) |
Prepaid expenses and other assets | 1,351 | 8,045 |
Accounts payable and accrued liabilities | 129,564 | 68,020 |
Customer deposits | (54,660) | (456) |
Net cash used by operating activities | (75,571) | (133,125) |
Cash flows from Investing activities: | ||
Cash flows from Financing activities: | ||
Proceeds from loans - related party | 18,981 | 12,450 |
Repayment of related party loans | (5,510) | (11,618) |
Proceeds from loans payable | 10,000 | |
Proceeds from convertible loans payable | 29,500 | |
Proceeds from sale of common stock | 150,000 | |
Proceeds from stock subscription receivable | 30 | |
Net cash provided by financing activities | 52,971 | 150,862 |
Net decrease in cash | (22,600) | 17,737 |
Cash, beginning of period | 80,021 | 67,351 |
Cash, end of period | 57,421 | 85,088 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for taxes |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND HISTORY | NOTE 1 - DESCRIPTION OF BUSINESS AND HISTORY Description of business CannAssist International Corp. (the “Company” or “CannAssist”) was incorporated on May 17, 2017 under the laws of the state of Delaware under the name Iris Grove Acquisition Corporation to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 23, 2018 the Company changed its name to CannAssist International Corporation. On June 18, 2018, the Company cancelled all 20,000,000 shares of its issued and outstanding stock and issued 3,000,000 shares of common stock pursuant to Section 4(a)(2) of the Securities Act of 1933 at par representing 100% of the total outstanding common stock at the time. With the issuance of the stock and the redemption of the 20,000,000 shares of stock, the Company effected a change in its control and the new majority shareholder was elected as the new management of the Company. On July 12, 2018, the “Company, entered into a share exchange acquisition agreement with Xceptor LLC, a private company organized under the laws of Wyoming (“Xceptor”). The Acquisition was effected by the Company through the exchange of all the outstanding membership interests of Xceptor for 3,000,000 shares of common stock of the Company, valued at $0.0001 per share. At the time of the Acquisition, there was one shareholder of the Company who was also a shareholder and manager of Xceptor. Xceptor has become a wholly owned subsidiary of the Company and the Company has taken over its operations and business plan. Prior to the Acquisition, the Company had no ongoing business or operations. Since the Company and Xceptor were entities under common control prior to the Acquisition, the transaction is accounted for as a restructuring transaction. The Company has recast prior period financial statements to reflect the conveyance of Xceptor’s common shares as if the restructuring transaction had occurred as of the earliest date of the financial statements. CannAssist produces and sells products formulated using its cannabidiol ("CBD") product, “Cibidinol,” which is formulated based on a process developed by its founder Mark Palumbo. CBD is a non-psychoactive compound found in hemp. CannAssist’s initial research and development work, aimed at enhancing the bioavailability of desired molecular structures, resulted in the creation of a line of CBD products, most notably its CBD product, Cibidinol. Cibidinol will be available in a line of consumable and topical products that the Company believes will make enhanced CBD products more available and accessible to consumers. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. The allowance for uncollectible amounts is evaluated quarterly. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery. The Company recognizes revenue when product is shipped. The Company will often receive payment and/or pay for the cost of goods prior to shipping. When this occurs, the result is both a prepaid for the supplies to be used in their product and a customer deposit. As of December 31, 2019, the Company has both a prepaid expense of $4,145 and customer deposits of $54,660, for orders to be shipped in Q1, 2020. Cost of Sales Cost of sales is determined on the basis of the cost of production or the purchase of goods, adjusted for the variation of inventory Cost of sale is recognized as the direct cost of products or services sold during the period. Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated revenues of $679,050 during the nine months ended September 30, 2020 and had a net loss of $2,820,018 for nine months ended September 30, 2020, which consisted of a $2,765,250 non-cash expense for the issuance of preferred stock. The Company has an accumulated deficit of $3,242,530 as of September 30, 2020. The Company requires capital for its contemplated operational and marketing activities. The obtainment of additional financing, through an initial capital raise , |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2020 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 4 – LOANS PAYABLE On October 11, 2017, the Company received a $1,000 loan from a third party. The loan is unsecured, due on demand and non-interest bearing. On June 29, 2020, the Company received a $10,000 loan from a third party. The loan is unsecured, due on demand and non-interest bearing. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2020 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE On June 2, 2020, the Company issued a convertible note payable to a third party for $10,000. The note is unsecured, non-interest bearing and is due and payable in six months. If the loan is not repaid by the due date is can be converted into shares of common stock at $0.25 per share. In addition, the Company issued warrants to purchase 13,500 shares of common stock. The warrants have an exercise price of $0.50 and expire in five years. On June 12, 2020, the Company issued a convertible note payable to a third party for $5,000. The note is unsecured, non-interest bearing and is due and payable in six months. If the loan is not repaid by the due date is can be converted into shares of common stock at $0.25 per share. In addition, the Company issued warrants to purchase 6,667 shares of common stock. The warrants have an exercise price of $0.50 and expire in five years. During July and August 2020, the Company issued a convertible notes payable to third parties for a total of $14,500. The notes are all unsecured, non-interest bearing and due and payable in six months. If the loans are not repaid by the due date they can be converted into shares of common stock at $0.25 per share. In addition, the Company issued warrants to purchase 20,669 shares of common stock. The warrants have an exercise price of $0.50 and expire in five years. The above notes are shown net of $3,451 of debt discount. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS Marla Palumbo has advanced the Company a limited amount of funds to cover some general operating expenses and travel costs. These advances are unsecured, due on demand and non-interest bearing. As of September 30, 2020, and December 31, 2019, the balance due to Ms. Palumbo for cash advances is $22,670 and $9,498, respectively. Ms. Palumbo is the President of the Company and wife of the CEO, Mark Palumbo. During the nine months ended September 30, 2020 and 2019, the Company paid sales commissions of $12,900 and $23,962, respectively, to EME Ltd. During the nine months ended September 30, 2020 and 2019, respectively, the Company incurred $0 and $7,450 of expense for Matthew Palumbo for product design services. Matthew Palumbo is the son of Mark Palumbo, CEO. On April 29, 2019, the Company entered into a Technology License Agreement with Mark Palumbo (“Licensor”) whereby the Licensor granted to the Company an exclusive worldwide license (the “License”) to use, market, promote and distribute certain technology related to a provisional patent application for a “Process for creating Carbohydrate Complexes with Cannabinoids and other Hydrophobic Molecules in large scale,” related patent applications, related trade-secrets and associated knowhow, including methods, techniques, specifications, procedures, information, systems, knowledge and business processes required to practice and carry on business in the field of data collection, security and management (the “Technology”). The initial term of the License is 5-years (the “Initial Term”) and shall automatically be renewed for successive 1-year terms (each, a “Renewal Term”) unless the Company elects to terminate the License by giving 30 days’ written notice prior to commencement of a Renewal Term. In exchange for the License of the Technology, the Company shall issue to the Licensor 5,000,000 restricted shares of its common stock, valued at par value per share, at the effective date of the agreement, and shall issue to the Licensor an additional 1,000,000 restricted shares of its common stock, valued at par value per share, at the commencement of each Renewal Term. On March 30, 2020, the Company issued 1,000 shares of its Series A Preferred Stock to Mark Palumbo, an officer and director of the Company. Based on the rights of the designation the shares of preferred stock were value at 60% of the value of the total common stock outstanding. The shares of common stock have a current fair value of $0.25 per shares resulting in total non-cash expense of $2,765,250. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2020 | |
Preferred Stock | |
PREFERRED STOCK | NOTE 7 – PREFERRED STOCK The Company has designated 1,000 shares of Series A Preferred Stock. The shares of Series A Preferred Stock have a par value of $0.0001 per share. The Series A Preferred Shares do not have a dividend rate or liquidation preference and are not convertible into shares of common stock. Series A Preferred Stock, voting together as a class, have the right to vote 60% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, the Company shall not adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least a majority of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Other than the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2020 | |
Recent Accounting Standards | |
WARRANTS | NOTE 8 – WARRANTS On April 1, 2020, the Company entered into an agreement with an independent consultant pursuant to which the consultant shall be paid a cash monthly retainer of $5,000 a month and shall be issued 110,000 warrants to purchase shares of the common stock of the Company at an exercise price equal to $0.25 per share, subject to certain conditions regarding vesting. This agreement has a term of 12 months and shall be automatically renewed on a month to month basis unless terminated upon 30 days’ written notice. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity. The warrants were fair valued at $25,038. The expense is being amortized over the one-year term of the agreement. The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs: Warrants 110,000 Share price $ 0.25 Exercise Price $ 0.25 Term 10 years Volatility 103.5 % Risk Free Interest Rate 2.49 % Dividend rate - During the nine months ended September 30, 2020, the Company issued 40,836 warrants in conjunction with the issuance of convertible promissory notes (Note 5). The warrants have an exercise price of $0.50 and expire in five years. Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of 6,212, accounted for in additional paid in capital. The Black Scholes pricing model was used to estimate the fair value of the warrants issued with the following inputs: Warrants 40,836 Share price $ 0.25 Exercise Price $ 0.25 Term 5 years Volatility 103.5 – 111.89 % Risk Free Interest Rate 0.22 - 1.88 % Dividend rate - A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below: Activity for the nine months ended September 30, 2020 is as follows: Number of Weighted Price Weighted Aggregate Intrinsic Value Outstanding at December 31, 2019 - - - Granted 150,836 $ 0.25 8.22 $ - Expired - $ - - $ - Exercised - $ - - $ - Outstanding at September 30, 2020 150,836 $ 0.25 8.22 $ - Exercisable at September 30, 2020 76,000 $ 0.25 8.22 $ - Range of Exercise Number Outstanding 9/30/2020 Weighted Average Remaining Weighted Average $ 0.25 150,836 8.22 years $ 0.25 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Accounts Receivable | Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. The allowance for uncollectible amounts is evaluated quarterly. |
Revenue Recognition | Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery. The Company recognizes revenue when product is shipped. The Company will often receive payment and/or pay for the cost of goods prior to shipping. When this occurs, the result is both a prepaid for the supplies to be used in their product and a customer deposit. As of December 31, 2019, the Company has both a prepaid expense of $4,145 and customer deposits of $54,660, for orders to be shipped in Q1, 2020. |
Cost of Sales | Cost of Sales Cost of sales is determined on the basis of the cost of production or the purchase of goods, adjusted for the variation of inventory Cost of sale is recognized as the direct cost of products or services sold during the period. |
Recent Accounting Standards | Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Recent Accounting Standards | |
Schedule of estimated the fair value of these warrants using Black-Scholes | The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs: Warrants 110,000 Share price $ 0.25 Exercise Price $ 0.25 Term 10 years Volatility 103.5 % Risk Free Interest Rate 2.49 % Dividend rate - The Black Scholes pricing model was used to estimate the fair value of the warrants issued with the following inputs: Warrants 40,836 Share price $ 0.25 Exercise Price $ 0.25 Term 5 years Volatility 103.5 – 111.89 % Risk Free Interest Rate 0.22 - 1.88 % Dividend rate - |
Schedule of outstanding stock warrants and changes | Activity for the nine months ended September 30, 2020 is as follows: Number of Weighted Price Weighted Aggregate Intrinsic Value Outstanding at December 31, 2019 - - - Granted 150,836 $ 0.25 8.22 $ - Expired - $ - - $ - Exercised - $ - - $ - Outstanding at September 30, 2020 150,836 $ 0.25 8.22 $ - Exercisable at September 30, 2020 76,000 $ 0.25 8.22 $ - |
Schedule of weighted average remaining | Range of Exercise Number Outstanding 9/30/2020 Weighted Average Remaining Weighted Average $ 0.25 150,836 8.22 years $ 0.25 |
DESCRIPTION OF BUSINESS AND H_2
DESCRIPTION OF BUSINESS AND HISTORY (Details Narrative) - $ / shares | Jul. 12, 2018 | Jun. 18, 2018 | Sep. 30, 2020 |
Number of shares cancelled | 20,000,000 | ||
Number of shares issued | 3,000,000 | ||
Redemption shares of stock | 20,000,000 | ||
Percentage of total outstanding common stock | 100.00% | ||
Description of produces and sells | CannAssist produces and sells products formulated using its cannabidiol ("CBD") product, “Cibidinol,” which is formulated based on a process developed by its founder Mark Palumbo. | ||
Exchange Acquisition Agreement [Member] | Xceptor LLC [Member] | |||
Number of shares exchange in business acquisition | 3,000,000 | ||
Business acquisition, share price (in dollars per share) | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Prepaid expenses | $ 4,308 | $ 4,145 |
Customer deposits | $ 54,660 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Revenues | $ 679,050 | ||||||||
Net income (loss) | $ 38,921 | $ (83,570) | $ (2,775,369) | $ (80,828) | $ (250,563) | $ (36,150) | (2,820,018) | $ (367,541) | |
Non-cash stock compensation expense | 2,765,250 | ||||||||
Accumulated deficit | $ (3,242,530) | $ (3,242,530) | $ (422,512) |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - Third Party [Member] - Unsecured Loan Payable [Member] - USD ($) | Jun. 29, 2020 | Jun. 12, 2020 | Jun. 02, 2020 | Oct. 11, 2017 | Aug. 31, 2020 |
Proceeds from unsecured loan payable | $ 10,000 | $ 1,000 | |||
Interest rate terms | non-interest bearing | non-interest bearing | non-interest bearing | non-interest bearing | non-interest bearing |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 29, 2020 | Jun. 12, 2020 | Jun. 02, 2020 | Oct. 11, 2017 | Aug. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Apr. 02, 2020 | Dec. 31, 2019 |
Number of warrant issued | $ 9,710 | $ 9,022 | |||||||
Debt discount | $ 3,451 | ||||||||
Warrant [Member] | |||||||||
Exercise price (in dollars per share) | $ 0.25 | ||||||||
Warrant term | 8 years 2 months 19 days | 12 months | 8 years 2 months 19 days | ||||||
Third Party [Member] | Unsecured Loan Payable [Member] | |||||||||
Convertible note payable | $ 5,000 | $ 10,000 | $ 14,500 | ||||||
Interest rate terms | non-interest bearing | non-interest bearing | non-interest bearing | non-interest bearing | non-interest bearing | ||||
Debt term | 6 months | 6 months | 6 months | ||||||
Debt conversion price (in dollars per shares) | $ 0.25 | $ 0.25 | $ 0.25 | ||||||
Third Party [Member] | Unsecured Loan Payable [Member] | Warrant [Member] | |||||||||
Number of warrant issued | $ 6,667 | $ 13,500 | $ 20,669 | ||||||
Exercise price (in dollars per share) | $ 0.50 | $ 0.50 | $ 0.50 | ||||||
Warrant term | 5 years | 5 years | 5 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 30, 2020 | Apr. 29, 2019 | Jun. 18, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Commissions - related party | $ 8,527 | $ 11,395 | $ 12,900 | $ 23,962 | ||||
Number of shares issued (in shares) | 3,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Non-cash stock compensation expense | $ 2,765,250 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, voting rights | Series A Preferred Stock, voting together as a class, have the right to vote 60% of the Company’s voting shares | |||||||
Technology License Agreement [Member] | Mr. Mark Palumbo [Member] | ||||||||
License initial term | 5 years | |||||||
Automatically renewed terms | 1 year | |||||||
Technology License Agreement [Member] | Restricted Shares [Member] | Mr. Mark Palumbo [Member] | ||||||||
Number of shares issued (in shares) | 5,000,000 | |||||||
Number of shares issued at each renewal term (in shares) | 1,000,000 | |||||||
Mr. Matthew Palumbo [Member] | ||||||||
Expenses related party transaction | $ 0 | 7,450 | ||||||
EME Ltd. [Member] | ||||||||
Commissions - related party | 12,900 | $ 23,962 | ||||||
Ms. Marla Palumbo [Member] | General Operating Expenses [Member] | ||||||||
Due to related party | $ 22,670 | $ 22,670 | $ 9,498 | |||||
Mr. Mark Palumbo [Member] | Series A Preferred Stock [Member] | ||||||||
Number of shares issued (in shares) | 1,000 | |||||||
Preferred stock, voting rights | Based on the rights of the designation the shares of preferred stock were value at 60% of the value of the total common stock outstanding. | |||||||
Common stock, par value (in dollars per share) | $ 0.25 | |||||||
Non-cash stock compensation expense | $ 2,765,250 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Number of shares designated | 20,000,000 | 20,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock [Member] | ||
Number of shares designated | 1,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, voting rights | Series A Preferred Stock, voting together as a class, have the right to vote 60% of the Company’s voting shares |
WARRANTS (Details)
WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Warrant 1 [Member] | |
Warrants | shares | 110,000 |
Share price | $ 0.25 |
Exercise Price | $ 0.25 |
Term | 10 years |
Volatility | 103.50% |
Risk Free Interest Rate | 2.49% |
Dividend rate | |
Warrant 2 [Member] | |
Warrants | shares | 40,836 |
Share price | $ 0.25 |
Exercise Price | $ 0.25 |
Term | 5 years |
Dividend rate | |
Warrant 2 [Member] | Minimum [Member] | |
Volatility | 103.50% |
Risk Free Interest Rate | 0.22% |
Warrant 2 [Member] | Maximum [Member] | |
Volatility | 111.89% |
Risk Free Interest Rate | 1.88% |
WARRANTS (Details 1)
WARRANTS (Details 1) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of Warrants | |
Outstanding at beginning | shares | |
Granted | shares | 150,836 |
Expired | shares | |
Exercised | shares | |
Outstanding at end | shares | 150,836 |
Exercisable at end | shares | 76,000 |
Weighted Average Exercise Price | |
Outstanding at beginning | $ / shares | |
Granted | $ / shares | 0.25 |
Expired | $ / shares | |
Exercised | $ / shares | |
Outstanding at end | $ / shares | 0.25 |
Exercisable at end | $ / shares | $ 0.25 |
Weighted Average Remaining Contract Term | |
Outstanding at beginning | 8 years 2 months 19 days |
Weighted average remaining contract term | 8 years 2 months 19 days |
Weighted average remaining contract term, exercisable | 8 years 2 months 19 days |
WARRANTS (Details 2)
WARRANTS (Details 2) - Warrant [Member] - $ / shares | Sep. 30, 2020 | Apr. 02, 2020 | Dec. 31, 2019 |
Exercse Price | $ 0.25 | ||
Number outstanding | 110,000 | ||
Weighted average remaining contractual life (years) | 8 years 2 months 19 days | 12 months | 8 years 2 months 19 days |
Exercise Price $0.25 [Member] | |||
Exercse Price | $ 0.25 | ||
Number outstanding | 150,836 | ||
Weighted average remaining contractual life (years) | 8 years 2 months 19 days | ||
Weighted Average Exercise Price | $ 0.25 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Apr. 02, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash | $ 57,421 | $ 80,021 | |
Warrant [Member] | |||
Cash | $ 5,000 | ||
Number of warrant issued | 110,000 | ||
Exercise price (in dollars per share) | $ 0.25 | ||
Warrant term | 12 months | 8 years 2 months 19 days | 8 years 2 months 19 days |
Warrant terminated term | automatically renewed on a month to month basis unless terminated upon 30 days’ written notice. | ||
Warrant 1 [Member] | |||
Number of warrant issued | 110,000 | ||
Exercise price (in dollars per share) | $ 0.25 | ||
Warrant term | 10 years | ||
Description of warrant issued | The expense is being amortized over the one-year term of the agreemen | ||
Warrant fair value | $ 25,038 | ||
Warrant 2 [Member] | |||
Number of warrant issued | 40,836 | ||
Exercise price (in dollars per share) | $ 0.25 | ||
Warrant term | 5 years | ||
Warrant 2 [Member] | Two Convertible Promissory Note [Member] | |||
Number of warrant issued | 40,836 | ||
Exercise price (in dollars per share) | $ 0.50 | ||
Warrant term | 5 years | ||
Warrant fair value | $ 6,212 |