Other preliminary information statements



STYLE="font: 10pt Times New Roman, Times, Serif">














UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, DC 20549






SCHEDULE 14C INFORMATION




Information Statement Pursuant to Section 14(c)
of the




Securities Exchange Act of 1934





Check the appropriate box:

















x



Preliminary Information Statement



¨



Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))



¨



Definitive Information Statement





CANNASSIST INTERNATIONAL CORP.





(Name of Registrant As Specified In Its Charter)





Payment of Filing Fee (Check the appropriate box):













x



No fee required.



¨



Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

































(1)



Title of each class of securities to which transaction applies:




(2)



Aggregate number of securities to which transaction applies:




(3)



Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0- 11 (set forth the amount on which the filing fee is calculated and state how it was determined):




(4)



Proposed maximum aggregate value of transaction:




(5)



Total fee paid:















¨



Fee paid previously with preliminary materials



¨



Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.




























(1)



Amount Previously Paid:




(2)



Form, Schedule or Registration Statement No.:




(3)



Filing Party:




(4)



Date Filed:
























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PRELIMINARY INFORMATION STATEMENT SUBJECT TO
COMPLETION DATED JULY 28, 2021














CANNASSIST INTERNATIONAL CORP.



855 SOUTH MISSION AVENUE, SUITE #K400, FALLBROOK
CA 92028





NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS





TO THE STOCKHOLDERS OF CANNASSIST INTERNATIONAL CORP.:





NOTICE IS HEREBY GIVEN that, on July 24, 2021,
the holders of more than a majority of the outstanding common stock of CannAssist International Corp., a Delaware corporation (“CANNASSIST,”
the “Company,” “we” or “us”), approved the following actions without a meeting of stockholders in
accordance with the Delaware General Corporation Law:













·


An amendment to our Certificate of Incorporation, as amended, to effect a change in the Company’s
name from CannAssist International Corp. to “The Electronic Servitor Publication Network, Inc.” (the “Name Change”);
and












·


Appointment of Jonathan Sweetser to our Board of Directors (the “Director Appointment”).





WE ARE NOT ASKING YOU FOR A PROXY




AND YOU ARE REQUESTED NOT TO SEND US A PROXY





No action is required by you. Pursuant to Rule
14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least twenty (20) days
after the date the definitive Information Statement has been mailed to our stockholders. This Information Statement is first mailed to
you on or about ___________________, 2021. We anticipate that the actions contemplated herein will be effected on or about the close of
business on ___________________, 2021.





The accompanying Information Statement is being
provided to you for informational purposes only to comply with requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and constitutes the notice of corporate action without a meeting by less than unanimous consent of the Company’s stockholders
required by the Company’s Bylaws. You are urged to read the Information Statement carefully in its entirety. However, no action
is required on your part in connection with the Name Change or the Director Appointment since no meeting of the Company’s stockholders
will be held or proxies or consents solicited from the Company’s stockholders in connection with these matters because the requisite
approval of the Name Change and the Director Appointment have been secured by means of the written consent of the holders of a majority
of the outstanding shares of voting stock of the Company.





This Information Statement is first being sent
on or about ___________________, 2021, to the Company’s stockholders.





We have asked or will ask brokers and other custodians,
nominees and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons
























By Order of the Board of Directors,




/s/ Mark Palumbo




Mark Palumbo




Chief Executive Officer and Chief Financial Officer





July 28, 2021























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This Information Statement Is Being Provided to You




By the Board of Directors of the Company.















Information Statement pursuant to Section 14c of
the Securities Exchange



Act of 1934 and Rule 14c-1

et seq

and Notice
of Actions



Taken by Written Consent of the Stockholders








CANNASSIST INTERNATIONAL CORP.



855 SOUTH MISSION AVENUE, SUITE #K400, FALLBROOK
CA 92028
















INFORMATION STATEMENT




JULY 28, 2021















THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS’



MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN.






INTRODUCTION





This information statement on Schedule 14C (this
“Information Statement”) is first being sent on or about ___________________, 2021 to the holders of record as of the close
of business on ___________________, 2021 (the “Record Date”), of shares of common stock, $0.0001 par value per share (the
“Common Stock”), of CannAssist International Corp., a Delaware corporation (“CannAssist,” “the Company,”
“we” or “us”).





This Information Statement is to notify such stockholders
that, on July 24, 2021, we received the approval, via a written consent in lieu of a meeting of stockholders, of the holders of a majority
of our outstanding voting stock (the “Consenting Stockholders”), representing approximately 60% of the outstanding shares
of our voting stock on the Record Date, approving the following:













·


An amendment to our Certificate of Incorporation, as amended, to effect a change in the Company’s
name from CannAssist International Corp. to The Electronic Servitor Publication Network Inc. (the “Name Change”); and














·


Appointment of Jonathan Sweetser to our Board of Directors (the “Director Appointment”).




As previously announced in the Current Report
on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 28, 2021 (the “July
Form 8-K”), and as is described in additional detail under the section entitled the “Change in Control,” effective as
of July 23, 2021, the Company and/or its affiliates entered into the following transactions:












(1)

Forty 7 Select Holdings LLC, the majority shareholder of the Company, and Jonathan Sweetser entered into
a Change-in-Control Agreement pursuant to which Forty 7 Select Holdings LLC shall transfer all of its 1,000 shares of Series A Preferred
Stock (representing 100% of the issued and outstanding Series A Preferred Stock), of CannAssist International Corp. (the “Company”)
to Jonathan Sweetser in a private transaction (the “Change-in-Control”) at Closing. The Series A Preferred Stock provides
the holder thereof the right to vote 60% of the Company’s voting shares on any and all shareholder matters and thereby constituted
a change of control of the Company;













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(2)

The Company entered into a Technology License Agreement (the “License Agreement”) with Phitech
Management, LLC, an entity controlled by Jonathan Sweetser (“Licensor”), whereby, at Closing, the Licensor shall grant to
the Company an exclusive worldwide license (the “License”) to use, market, promote and distribute certain technology related
to Electronic Sports Gaming, 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 10-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 10,000,000 restricted shares of its common stock (which is an amount equal
to $2,500,000 divided by $0.25, which was the closing market price of the Company’s common stock on the trading day prior to the
effective date of the License Agreement); and











(3)

The Company and Mark Palumbo entered into an agreement (the “Spin-Off Agreement”) whereby
the Company, at Closing, shall transfer 100% of the issued and outstanding membership units of Xceptor LLC, an entity that was a wholly-owned
subsidiary of the Company, to Mark Palumbo for nominal consideration as part of the Change-in-Control (the “Spin-Off”). Furthermore,
at the Closing, that certain Technology License Agreement entered into by and between the Company and Mark Palumbo dated April 29, 2019
(the “Palumbo License Agreement”) shall be terminated and the Company shall assign all rights to the underlying Intellectual
Property (as defined in the Palumbo License Agreement) to Mark Palumbo.




As a result of the Change-in-Control, and the
transactions contemplated thereby, the business of the Company shall change to focus on Electronic Sports Gaming technology and the development
of related infrastructure.





The Name Change and the Director Appointment (collectively,
the “Proposals”) had previously been approved by our Board of Directors on July 23, 2021 in connection with the approval of
the Change-in-Control. The Company’s shareholders were not asked to approve the Change-in-Control, and related transactions, however,
the Proposals are being undertaken in connection with the Change-in-Control, and related transactions, and the consummation of the Change-in-Control,
and related transactions, is conditioned on approval of the Proposals, and thus the Company is providing certain information regarding
the Change-in-Control, and related transactions.





A copy of the Amendment to our Certificate of
Incorporation, as amended, to be filed with the Secretary of State of Delaware is attached hereto as Appendix “A” (the “Amendment”).





A copy of the License Agreement is attached hereto
as Appendix “B.”





A copy of the Spin-Off Agreement is attached hereto
as Appendix “C.”





A copy of the Company’s Annual Report on
Form 10-K for the year ending December 31, 2020 is attached hereto as Appendix “D.”





This Information Statement is first being mailed
or furnished to our stockholders on or about _________________, 2021. The Proposals, and thus the consummation of the Change-in-Control,
and related transactions, will not occur until at least 20 days after such date.





Our Board of Directors has determined that our
stockholders ARE NOT REQUIRED to return their certificates to have them re-issued by our Transfer Agent.





This Information Statement is being provided to
you pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. It contains a description of the Proposals, as well
as summary information regarding the transactions covered by the Information Statement. We encourage you to read the Information Statement
thoroughly. You may also obtain information about us from publicly available documents filed with the SEC.





Stockholders will not be entitled to any rights
of appraisal under Delaware law or otherwise with respect to the approval and implementation of the Proposals.














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WE ARE NOT ASKING YOU FOR A PROXY AND




YOU ARE REQUESTED NOT TO SEND US A PROXY




SUMMARY TERM SHEET





The purpose of the Proposals is to effect the
Amendment, upon which the Change-in-Control and the transactions contemplated thereby are conditioned upon. As stated above and described
in more detail

supra

, following the filing of the Amendment and the consummation of the Change-in-Control, and the transactions
contemplated thereby, the business of the Company will change to focus on Electronic Sports Gaming technology and the development of related
infrastructure. Following is a Summary Term Sheet regarding the Change-in-Control and the transactions contemplated thereby.




































Parties to the Change-in-Control:




Jonathan Sweetser, an individual






CannAssist International Corp., a Delaware corporation





Mark Palumbo, officer, director and shareholder of the Company





Forty 7 Select Holdings LLC, the majority shareholder of the Company







Change-in-Control:





Effective as of July 23, 2021, Forty 7 Select Holdings LLC, the majority
shareholder of the Company, and Jonathan Sweetser entered into a Change-in-Control Agreement pursuant to which, at the Closing, Forty
7 Select Holdings LLC shall transfer all of its 1,000 shares of Series A Preferred Stock (representing 100% of the issued and outstanding
Series A Preferred Stock), of CannAssist International Corp. (the “Company”) to Jonathan Sweetser in a private transaction
(the “Change-in-Control”). The Series A Preferred Stock provides the holder thereof the right to vote 60% of the Company’s
voting shares on any and all shareholder matters and thereby constituted a change of control of the Company.







License Agreement:




Effective as of July 23, 2021, the Company entered
into a Technology License Agreement (the “License Agreement”) with Phitech Management, LLC, an entity controlled by Jonathan
Sweetser (“Licensor”), whereby, at Closing, the Licensor shall grant to the Company an exclusive worldwide license (the “License”)
to use, market, promote and distribute certain technology related to Electronic Sports Gaming, 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 10-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 10,000,000 restricted
shares of its common stock (which is an amount equal to $2,500,000 divided by $0.25, which was the closing market price of the Company’s
common stock on the trading day prior to the effective date of the License Agreement).















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Spin-Off:








Effective as of July 23, 2021, the Company and
Mark Palumbo entered into an agreement (the “Spin-Off Agreement”) whereby, at the Closing, the Company shall transfer 100%
of the issued and outstanding membership units of Xceptor LLC, an entity that was a wholly-owned subsidiary of the Company, to Mark Palumbo
for nominal consideration as a condition of the Change-in-Control (the “Spin-Off”). Furthermore, at the Closing, that certain
Technology License Agreement entered into by and between the Company and Mark Palumbo dated April 29, 2019 (the “Palumbo License
Agreement”) shall be terminated and the Company shall assign all rights to the underlying Intellectual Property (as defined in the
Palumbo License Agreement) to Mark Palumbo. As a result of the Change-in-Control, and the transactions contemplated thereby, the business
of the Company shall change to focus on Electronic Sports Gaming technology and the development of related infrastructure.







Name Change:




At the Closing, our Certificate of Incorporation shall be amended to effect a change in the Company’s name from CannAssist International Corp. to The Electronic Servitor Publication Network Inc. (the “Name Change”);






Appointments and Resignations:




At the Closing: (1) Mark Palumbo shall resign as the Company’s Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole Director; (2) Marla Palumbo shall resign as the President of the Company; and (3) Jonathan Sweetser shall be appointed as the Company’s Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole Director.














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APPROVAL OF THE AMENDMENT TO THE ARTICLES OF
INCORPORATION




REQUIRED VOTE; OUTSTANDING SHARES AND VOTING
RIGHTS






Outstanding Securities





As of the Record Date, we had issued and outstanding
11,416,001 shares of Common Stock, held by approximately 69 stockholders of record, and 1,000 shares of Series A Preferred Stock, held
by one shareholder, constituting the Company’s only outstanding classes of securities entitled to vote on the Proposals.







As previously announced in the Current Report
on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 28, 2021 (the “July
Form 8-K”), and as is described in additional detail under the section entitled the “Change in Control,” effective as
of July 23, 2021, the Company and/or its affiliates entered into the following transactions:












(1)

Forty 7 Select Holdings LLC, the majority shareholder of the Company, and Jonathan Sweetser entered into
a Change-in-Control Agreement pursuant to which Forty 7 Select Holdings LLC shall transfer all of its 1,000 shares of Series A Preferred
Stock (representing 100% of the issued and outstanding Series A Preferred Stock), of CannAssist International Corp. (the “Company”)
to Jonathan Sweetser in a private transaction (the “Change-in-Control”) at Closing. The Series A Preferred Stock provides
the holder thereof the right to vote 60% of the Company’s voting shares on any and all shareholder matters and thereby constituted
a change of control of the Company;












(2)



The Company entered into a Technology License Agreement (the “License
Agreement”) with Phitech Management, LLC, an entity controlled by Jonathan Sweetser (“Licensor”), whereby, at Closing,
the Licensor shall grant to the Company an exclusive worldwide license (the “License”) to use, market, promote and distribute
certain technology related to Electronic Sports Gaming, 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
10-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 10,000,000 restricted shares of its common stock (which
is an amount equal to $2,500,000 divided by $0.25, which was the closing market price of the Company’s common stock on the trading
day prior to the effective date of the License Agreement); and













(3)



The Company and Mark Palumbo entered into an agreement (the “Spin-Off
Agreement”) whereby the Company, at Closing, shall transfer 100% of the issued and outstanding membership units of Xceptor LLC,
an entity that was a wholly-owned subsidiary of the Company, to Mark Palumbo for nominal consideration as part of the Change-in-Control
(the “Spin-Off”). Furthermore, at the Closing, that certain Technology License Agreement entered into by and between the Company
and Mark Palumbo dated April 29, 2019 (the “Palumbo License Agreement”) shall be terminated and the Company shall assign all
rights to the underlying Intellectual Property (as defined in the Palumbo License Agreement) to Mark Palumbo.





As a result of the Change-in-Control, and the
transactions contemplated thereby, the business of the Company shall change to focus on Electronic Sports Gaming technology and the development
of related infrastructure, as described in more detail

supra

.





The Company determined that in order to effectuate
the Change-in-Control, and related transactions, it was necessary to effectuate the Name Change and the Director Appointment. In order
to effect the Change-in-Control, and related transactions, the Board of Directors of the Company and the Consenting Stockholders approved
the Name Change, which shall be effective upon filing of a Certificate of Amendment with, and acceptance by, the Secretary of State of
the State of Delaware and the Director Appointment, which shall become effective upon Closing.














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Each share of Common Stock outstanding on the
Record Date entitles the record holder to cast one vote with respect to each matter to be voted upon. The holders of the outstanding Series
A Preferred Stock on the Record Date are entitled to vote 60% of the Company’s voting shares with respect to each matter to be voted
upon. The Company’s Certificate of Incorporation, as amended (“Certificate of Incorporation”), do not provide for cumulative
voting.






Action by Written Consent; Vote Required





Under the Delaware General Corporation Law (“DGCL”),
unless otherwise provided in the certificate of incorporation or the bylaws, any action that may be taken at a meeting of stockholders
also can be taken without such meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the
action so taken, is signed by the holders of outstanding shares holding at least a majority of the voting power. Our Certificate of Incorporation
do not limit, prohibit, restrict or otherwise qualify the use of this procedure. Further, our Bylaws specifically permit actions to be
taken by written consent in lieu of a meeting in the manner set forth in the DGCL and Bylaws.





Further, unless the DGCL or the certificate of
incorporation of a corporation requires a greater number of votes, matters submitted to stockholders generally require the approval of
a majority of the outstanding shares at a meeting when a quorum is present. The DGCL requires the approval of the holders of outstanding
shares holding at least a majority of the voting power in order to amend a Delaware corporation’s certificate of incorporation,
unless the certificate of incorporation require a greater vote to take such action. Our Certificate of Incorporation do not require a
greater vote to take such action. Accordingly, because the Proposals require an amendment to our Certificate of Incorporation, the approval
of the Proposals require the receipt of the written consent of the holders of our Series A Preferred Stock, who are entitled to vote 60%
of the Company’s voting shares with respect to each matter to be voted upon.






Notice of Action by Written Consent





Under the Company’s bylaws, the Company
is required to provide prompt notice of the taking of corporate action without a meeting to the stockholders of record who have not consented
in writing to such action. This Information Statement is intended to provide such notice. No appraisal rights are afforded to stockholders
of the Company under the laws as a result of the approval of the Proposals.






CONSENTING STOCKHOLDERS CONSENT





The Consenting Stockholders holding approximately
60% of the outstanding voting shares of the Company executed and delivered to us a written consent, effective as of July 24, 2021, authorizing
the Proposals. As of the Record Date, the Consenting Stockholders had the power to vote an aggregate of 1,000 shares of our Series A Preferred
Stock, or 100% of the outstanding shares of our Series A Preferred Stock (which, voting together as a class, gives the holder the right
to vote 60% of the Company’s voting shares on any and all shareholder matters), which consists of 60% of the outstanding shares
of our voting stock. The Consenting Stockholders voted all of the foregoing shares to approve the Proposals.





Taking action by written consent of the Consenting
Stockholders has eliminated the costs and management time that would have otherwise been necessary to hold a special meeting of stockholders
and will permit the Company to effect the Proposals as early as possible in order to accomplish the purposes of the Company, as hereafter
described.






DESCRIPTION OF NAME CHANGE






General





Our Board of Directors and the Consenting Stockholders
have approved the Name Change proposal and have authorized the Company to file an Amendment to our Certificate of Incorporation to effect
the Name Change.





On July 23, 2021, the Board of Directors approved
an Amendment to our Certificate of Incorporation to change our corporate name to “The Electronic Servitor Publication Network Inc.”
in connection with the Change-in-Control.














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Background; Reasons for the Corporate Name
Change





The principal purpose for changing our corporate
name is that, following the Change-in-Control, the primary business of the company will be developing and commercializing Electronic Sports
Gaming technology and related infrastructure. Therefore, the name “The Electronic Servitor Publication Network Inc.” will
be a more accurate description of the new business of the Company.






Vote Required





We have obtained approval to effect the Name Change
through the written consent of the Consenting Stockholders. Therefore, a special meeting of our stockholders to approve the Name Change
will not take place for this purpose.






Effect on Stockholders





The change of name will not affect in any way
the validity or transferability of stock certificates outstanding at the time of the Name Change, our capital structure or the quotation
of our Common Stock on the OTCQB. Following implementation of the Name Change, stockholders may continue to hold their existing certificates
or receive new certificates reflecting the Name Change by delivering their existing certificates to the Company’s transfer agent.
Stockholders should not destroy any stock certificates and should not deliver any stock certificates to the transfer agent until after
the effectiveness of the Name Change.






No Appraisal Rights





Our stockholders are not entitled to appraisal
rights under the DGCL with respect to the proposed Amendment to our Certificate of Incorporation to effect the Name Change, and the Company
has not independently provided its stockholders with any such right.






ELECTION OF DIRECTORS








General





Pursuant to the consent of our Consenting Stockholders,
upon recommendation of the Board and to be effective at the Closing, the following individual has been nominated to serve as the sole
member of our board of directors, to hold office until the next annual meeting of stockholders or until his successor has been duly elected
and qualified.





















Name







Position







Year to be Appointed





Jonathan Sweetser



Chief Executive Officer, Chief Financial Officer, Secretary & Director Nominee



2021







The following is biographical information on the
nominee to our board of directors:






Jonathan Sweetser




Chief Executive Officer, Chief Financial Officer,
Secretary & Director Nominee





Jonathan Sweetser, age 38, will serve as Chief
Executive Officer, Chief Financial Officer, Secretary and has been nominated to become Director of the Company at the Closing. Mr. Sweetser
has years of experience managing multi-disciplinary groups in a wide breadth of entrepreneurial endeavors, which we believe has provided
him with a unique understanding of businesses and organizations whether they be large, small, new, emerging, or established. Mr. Sweetser
has experience managing multi-national teams; remote and in country. Mr. Sweetser also has non-profit experience and a historical track
record of sowing resources into local operating groups, which we believe provides the ability to understand and navigate the diverse social
and cultural challenges facing businesses today. Mr. Sweetser has a broad range of technical expertise and experience in areas including:
enterprise big data applications for finance and healthcare organizations, creating algorithms and artificial intelligence platforms that
facilitate behavioral pathing in a broad range of digital and physical environments, CAD/CAM operations including designing, testing,
and launching new applications and creating custom tools and operational workflows for rich graphical environments including augmented
and virtual reality applications.














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Since 2015, Mr. Sweetser has served as Founder
and CEO of CKG Solutions, which is a multi-disciplinary group of developers and process engineers focused on developing integrated systems
that empower large organizations in the healthcare, aviation, and finance sectors to take advantage of new and emerging opportunities
in their markets based in Minneapolis, MN where he successfully deployed applications and services in local and cloud implementations
and successfully deployed supply chain and track and trace applications and services for clients in the medical device and aviation sectors.
Prior to his work with CKG Solutions, Mr. Sweetser was the Founder of Sweetser Consulting LLC, based in Minneapolis, MN, and was a Partner
and Chief Systems Architect at Muse Holdings, which is also based in Minneapolis, MN. Mr. Sweetser holds a degree in Business Studies
and International Relations from Concordia University located in St. Paul, MN and degrees in Biblical Studies from the Westminster Theological
Seminary, located in Glenside, PA, and the Calvary Baptist Seminary, located in Lansdale, PA.






Background; Reasons for the Director Appointment







As previously reported by the Company on the July
Form 8-K, the Board of Directors of the Company approved the Change-in-Control and related transactions. The Director Appointment is intended
to facilitate the Change-in-Control.








Vote Required





We have obtained approval to effect the Director
Appointment through the written consent of the Consenting Stockholders. Therefore, a special meeting of our stockholders to approve the
Director Appointment will not take place for this purpose.





THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT
AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.





PLEASE NOTE THAT THIS IS NEITHER A REQUEST FOR
YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE CHANGES THAT WILL OCCUR IF THE AMENDMENT
TO OUR ARTICLES OF INCORPORATION IS COMPLETED AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AMENDMENT.






CHANGE-IN-CONTROL






This section presents information on the Change-in-Control
and the transactions related to the Change-in-Control. You are not being asked to vote on or approve the Change-in-Control or the transactions
related to the Change-in-Control. The information provided herein regarding the Change-in-Control and the transactions related to the
Change-in-Control is for informational purposes only.






General





Pursuant to the Change-in-Control, and related
transactions, and subject to the satisfaction or waiver of the conditions set forth in the agreements governing the Change-in-Control,
and related transactions:












(1)

Jonathan Sweetser will acquire 1,000 shares of the Series A Preferred Stock (representing 100% of the
issued and outstanding Series A Preferred Stock) of the “Company”), which will provide Mr. Sweetser the right to vote 60%
of the Company’s voting shares on any and all shareholder matters and thereby constituted a change of control of the Company;













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(2)

The Company shall enter into a Technology License Agreement (the “License Agreement”) with
Phitech Management, LLC, an entity controlled by Jonathan Sweetser (“Licensor”), whereby, at Closing, the Licensor shall grant
to the Company an exclusive worldwide license (the “License”) to use, market, promote and distribute certain technology related
to Electronic Sports Gaming, 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 10-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 10,000,000 restricted shares of its common stock (which is an amount equal
to $2,500,000 divided by $0.25, which was the closing market price of the Company’s common stock on the trading day prior to the
effective date of the License Agreement);











(3)

The Company shall transfer 100% of the issued and outstanding membership units of Xceptor LLC, an entity
that is a wholly-owned subsidiary of the Company, to Mark Palumbo;











(4)

The Company shall amend its Certificate of Incorporation to change the name of the Company to “The
Electronic Servitor Publication Network Inc.”; and











(5)

Mark Palumbo and Marla Palumbo, the existing officers and director of the Company, shall resign and Jonathan
Sweetser shall be appointed as the sole officer and director of the Company.




As a result of the Change-in-Control, and the
transactions contemplated thereby, the business of the Company will change to focus on Electronic Sports Gaming technology and the development
of related infrastructure.





The Change-in-Control, and related transactions,
will become effective as of the date and time the Certificate of Amendment to be filed by the parties with the Secretary of State of the
State of Delaware is deemed effective or such other date and time as the parties may agree.



You are not being asked to vote on or approve
the Change-in-Control or the transactions associated with the Change-in-Control. The information provided herein regarding the Change-in-Control,
and related transactions, is for informational purposes only.








Business of the Company Prior to the Change-in-Control





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





The Company’s Common Stock is quoted on
the OTCQB Venture Capital Market under the symbol “CNSC” and the last reported closing price of the Common Stock on July 28,
2021 was $0.25 per share. As of the Record Date, the Company had approximately 69 shareholders of record.





For further information concerning the Company,
reference is made to the reports and other information the Company files with the SEC, including the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, which is incorporated herein by this reference. Please see “Where You
Can Find Additional Information; Incorporation by Reference” below.














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Business of the Company After the Change-in-Control







The Company entered into a Technology License
Agreement (the “License Agreement”) with Phitech Management, LLC, an entity controlled by Jonathan Sweetser (“Licensor”),
whereby, at Closing, the Licensor shall grant to the Company an exclusive worldwide license (the “License”) to use, market,
promote and distribute certain technology related to Electronic Sports Gaming, 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 10-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 10,000,000 restricted
shares of its common stock (which is an amount equal to $2,500,000 divided by $0.25, which was the closing market price of the Company’s
common stock on the trading day prior to the effective date of the License Agreement).





After the Change-in-Control, and related transactions,
the business of the Company will change to focus on Electronic Sports Gaming technology and the development of related infrastructure,
specifically the development and commercialization of a technology platform specifically designed for the Electronic Sports and Electronic
Gaming markets. The platform will provide an omni-channel publishing tool, with talent identity protection and monetization tools provided
in line with interaction and media creation services. Further publication and monetization products and services will be developed and
acquired to support these efforts.





After the Change-in-Control, the Company’s
corporate offices will be located at 400 1st Ave N. Ste. 100, Minneapolis, MN 55401, its telephone phone number will be (612) 688-1407
and the URL of its website will be https://www.electronicservitor.com/.






Background of the Change-in-Control and Consideration





The following is a summary of the background of
the negotiation of the terms of the Change-in-Control and related transactions.





CannAssist has a pre-existing substantive relationship
with Jonathan Sweetser by virtue of the fact, among other things, Mark Palumbo, an officer and director of the Company, met Jonathan Sweetser
in 2018 at the annual Canaccord Genuity Growth Conference in New York City. Throughout 2020, Mr. Palumbo and Mr. Sweetser began discussing
mutual interests and individual business directions, which led to discussions that occurred in March 2021 of a potential change-in-control
transaction.





On July 1, 2021, Mark Palumbo, an officer and
director of the Company and then-majority shareholder, and Forty 7 Select Holdings LLC, an entity controlled by Greg Shockey (who was
an existing shareholder of the Company), entered into an agreement pursuant to which Mark Palumbo transferred all of his 1,000 shares
of Series A Preferred Stock (representing 100% of the issued and outstanding Series A Preferred Stock), of CannAssist International Corp.
(the “Company”) to Forty 7 Select Holdings LLC in a private transaction. The Series A Preferred Stock provides the holder
thereof the right to vote 60% of the Company’s voting shares on any and all shareholder matters and thereby constituted a change
of control of the Company. Further, Mark Palumbo contributed 7,500,000 shares of common stock to the treasury of the Company for cancellation
(the “Contribution”). The purpose of these transactions was to provide liquidity to Mark Palumbo in the interim pending the
Closing.





Effective as of July 23, 2021, Forty 7 Select
Holdings LLC, the majority shareholder of the Company, and Jonathan Sweetser entered into a Change-in-Control Agreement pursuant to which
Forty 7 Select Holdings LLC shall transfer all of its 1,000 shares of Series A Preferred Stock (representing 100% of the issued and outstanding
Series A Preferred Stock), of CannAssist International Corp. (the “Company”) to Jonathan Sweetser at Closing in a private
transaction (the “Change-in-Control”). The Series A Preferred Stock provides the holder thereof the right to vote 60% of the
Company’s voting shares on any and all shareholder matters and thereby constituted a change of control of the Company.














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Effective as of July 23, 2021, the Company entered
into a Technology License Agreement (the “License Agreement”) with Phitech Management, LLC, an entity controlled by Jonathan
Sweetser (“Licensor”), whereby, at Closing, the Licensor shall grant to the Company an exclusive worldwide license (the “License”)
to use, market, promote and distribute certain technology related to Electronic Sports Gaming, 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 10-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 10,000,000 restricted
shares of its common stock (which is an amount equal to $2,500,000 divided by $0.25, which was the closing market price of the Company’s
common stock on the trading day prior to the effective date of the License Agreement).





Effective as of July 23, 2021, the Company and
Mark Palumbo entered into an agreement (the “Spin-Off Agreement”) whereby the Company shall transfer 100% of the issued and
outstanding membership units of Xceptor LLC, an entity that was a wholly-owned subsidiary of the Company, to Mark Palumbo for nominal
consideration as part of the Change-in-Control (the “Spin-Off”) at Closing. Furthermore, at the Closing, that certain Technology
License Agreement entered into by and between the Company and Mark Palumbo dated April 29, 2019 (the “Palumbo License Agreement”)
shall be terminated and the Company shall assign all rights to the underlying Intellectual Property (as defined in the Palumbo License
Agreement) to Mark Palumbo.





The Company expects to close the Change-in-Control
and related transactions on or around ______________, 2021.






The Company’s Reasons for Engaging in
the Transaction





The Board unanimously (i) determined that
the Change-in-Control and related transactions are in the best interests of the Company and its shareholders and (ii) approved the
Change-in-Control and the transactions contemplated thereby.



In evaluating the Change-in-Control and the transactions
contemplated thereby, the Board consulted with the Company’s management and advisors and, in approving and reaching its determination
that the Change-in-Control and such transactions are in the best interests of the Company and its shareholders, the Board considered the
following factors that supported such determination:














the view that the transactions contemplated by the Change-in-Control meet the strategic objectives established
by the Board and management of the Company with respect to obtaining certain technologies, specifically technologies related to E-Sports
and E-Gaming, that are expected to strengthen the Company’s financial position;













the fact that, following the transactions contemplated by the Change-in-Control, the Company’s shareholders
will have the opportunity to participate in the significant value creation of the transactions contemplated by the Change-in-Control and
benefit from any increases in the value of the Company;













the view that the transactions contemplated by the Change-in-Control should result in an improved potential
total return to the Company’s shareholders;













the significant experience and tenure of the new management of the Company; and













all of the terms and conditions of the Change-in-Control, including, among other things, the representations,
warranties, covenants and agreements of the parties, the conditions to the Closing, the form and structure of the consideration being
paid and the termination rights.






The above discussion of the information and factors
considered by the Board is not intended to be exhaustive, but includes the material matters considered. In reaching its determination
to approve the Change-in-Control and the transactions contemplated thereby, the Board did not quantify, rank or assign any relative or
specific weight to the foregoing factors, and individual members of the Board may have considered various factors differently. The Board
did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did
not support its ultimate determination. The Board based its recommendation on the totality of the information presented. In approving
the Change-in-Control, the Board did not seek or obtain any fairness opinion in connection with the Change-in-Control. The Change-in-Control
and transactions contemplated thereby, does not require the approval of our stockholders under Delaware law, and we will not seek stockholder
approval of the Change-in-Control.
















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New Management’s Reasons for the Change-in-Control







New management’s principal reason for entering
into the Change-in-Control was to facilitate raising needed capital to fund its product development activities and other business activities.
The new management of the Company believes that acquiring our status as a public company also may assist in attracting and retaining additional
qualified executive officers and other professional personnel as the Company’s new business and operations expand.






Effect of the Change-in-Control







Upon closing of the Change-in-Control, (1) Jonathan
Sweetser shall own 1,000 shares of Series A Preferred Stock (representing 100% of the issued and outstanding Series A Preferred Stock),
of CannAssist International Corp. (the “Company”), which provides the holder thereof the right to vote 60% of the Company’s
voting shares on any and all shareholder matters and thereby constituted a change of control of the Company; (2) the Company shall issue
restricted shares of its common stock in an amount equal to $2,500,000 divided by the trading market price of the Company’s common
stock on the OTCQB as calculated by the closing market price of the Company’s common stock on the trading day prior to the effective
date of the License Agreement to Phitech Management, LLC, an entity controlled by Jonathan Sweetser, pursuant to the License Agreement
and, in exchange, shall acquire an exclusive worldwide license to the Technology; and (3) the Company shall transfer 100% of the issued
and outstanding membership units of Xceptor LLC, an entity that was a wholly-owned subsidiary of the Company, to Mark Palumbo. After Closing,
the number of issued and outstanding shares of common stock of the Company is projected to be 16,416,001. After Closing, the business
of the Company will change to focus on E-Sports Gaming technology and the development of related infrastructure.








Expenses Attributable to the Change-in-Control







We estimate that the aggregate expenses to be
incurred in connection with the Change-in-Control, and related transactions, will be approximately $__________, consisting of approximately
$_______________ in legal fees payable to our counsel and counsel to Jonathan Sweetser, $_______ for the printing and mailing of this
Information Statement and approximately $________ of miscellaneous expenses.








Agreements Governing the Change-in-Control and Related Transactions







The full text of the Licensing Agreement and the
Spin-Off Agreement are attached to this Information Statement as Appendices B and C, respectively.








Restrictions on Sales of Shares by Affiliates







We will issue the shares of our Common Stock under
the Licensing Agreement (the “Licensing Shares”) in a private transaction under Section 4(a)(2). As a result, these Licensing
Shares will constitute “restricted” shares within the meaning of Rule 144 under the Securities Act of 1933. In general, under
Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned restricted shares for at
least one year, including persons who may be deemed to be our “affiliates” after the Change-in-Control, would be entitled
to sell within any three-month period a number of shares that does not exceed the greater of 1% of our then-outstanding shares or the
average weekly trading volume of our shares during the four calendar weeks preceding such sale. Sales under Rule 144 are also subject
to manner-of-sale provisions, notice requirements and the availability of current public information about us. A person who has not been
an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned shares for at least six months,
would be entitled under Rule 144 to sell such shares without regard to any volume limitations under Rule 144 subject to the Company being
current in its filings.














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Representations and Warranties







We make customary representations and warranties
in the agreements governing the Change-in-Control and related transactions regarding such matters as our corporate power and authority,
capitalization, business, assets, liabilities and other matters. Jonathan Sweetser and Phitech Management LLC, an entity controlled by
Jonathan Sweetser also makes similar representations and warranties to us in the Change-in-Control Agreements.






Closing Conditions







Consummation of the Change-in-Control and related
transactions is subject to various closing conditions, including, (i) the receipt of approval from the shareholders of each of the Company;
(ii) the absence of any law, injunction, judgment or ruling enjoining or prohibiting the Change-in-Control and related transactions; (iii)
the accuracy of the representations and warranties made by the Parties immediately prior to Closing; (iv) the performance by the parties
in all material respects of their covenants, obligations and agreements under the agreements governing the Change-in-Control and related
transactions; and (v) the absence of any material adverse changes to the businesses and operations of any party.






Waiver of Conditions







We or Jonathan Sweetser and Phitech Management,
LLC may, in their discretion respectively, waive any condition to their respective obligations under the Change-in-Control Agreements.






Termination of the Agreements Governing the
Change-in-Control and Related Transactions







The Change-in-Control Agreements contain customary
termination rights for the parties, including (i) by mutual consent of the Company and Jonathan Sweetser and/or Phitech Management, LLC;
(ii) by either party, upon a material breach of any representation, warranty, covenant, or agreement on the part of the other party, as
set forth in the Change-in-Control Agreements; and (iii) by either party, if there is any decree, judgment, injunction, or other order
of any governmental entity that is final and non-appealable and that restricts, prevents, or prohibits the consummation of the Change-in-Control
and related transactions.






Other Agreements





Other than as described in this Information Statement,
there are no other agreements relating to the Change-in-Control Agreements or the Change-in-Control and related transactions contemplated
thereby.






Director and Shareholder Approval





The Board approved the Change-in-Control Agreements,
the Change-in-Control and related transactions contemplated thereby, on July 23, 2021. No further approvals by our directors or stockholders
are required under Delaware law.






Dissenters’ Rights





Under Delaware law, there are no dissenters’
or appraisal rights available in connection with the Change-in-Control and related transactions.








Legal and Regulatory Requirements





In connection with the Change-in-Control and related
transactions, except for the filing of Certificate of Amendment with the Secretary of State of the State of Delaware, no federal or state
regulatory requirements or approvals are required to be complied with or obtained.





Delaware law governs the steps that the Company,
which is a Delaware corporation, is required and/or permitted to take in issuing stock. Under Delaware law, CannAssist’s shareholder
approval was not required to approve the Change-in-Control Agreements and is not be required to consummate the Change-in-Control and related
transactions.














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The Change-in-Control and related transactions
contemplated by the Change-in-Control Agreements is conditioned on the approval of the Proposals. On July 24, 2021, we received the approval,
via a written consent in lieu of a meeting of stockholders, of the Consenting Stockholders holding a majority of our outstanding voting
stock, representing approximately 60% of our outstanding voting shares on the Record Date, approving the Proposals.





The Licensing Shares will be issued to Phitech
Management, LLC in a private placement of securities exempt from registration under Section 4(a)(2) of the Securities Act. The Company’s
reliance on the exemption from the registration requirement afforded by Section 4(a)(2) of the Act is based on the following:














Jonathan Sweetser and Phitech Management, LLC were advised prior to the Change-in-Control Agreements that,
among other things, none of the shares that would be issued pursuant to the Licensing Agreement would be registered under the Securities
Act and therefore none of the issued or issuable Licensing Shares would be transferable.













Jonathan Sweetser and Phitech Management, LLC were provided access to the Company’s recent filings
with the SEC.













All communications with Jonathan Sweetser and Phitech Management, LLC were effected without any general
solicitation or public advertising.













Pursuant to the Licensing Agreement, Jonathan Sweetser and Phitech Management, LLC represented and warranted
to the Company that Phitech Management, LLC is acquiring the Licensing Shares in accordance with the applicable provisions of Delaware
Law and all applicable federal and state securities laws and in reliance upon the exemption from registration under Section 4(a)(2) of
the Securities Act.







Interests of Certain Persons in Matters to be Acted Upon







Except in their capacity as stockholders (which
interest does not differ from that of the other common stockholders), none of our officers, directors or any of their respective associates
or affiliates has any interest in the Change-in-Control or related transactions (notwithstanding the terms of the Spin-Off Agreement,
which shall transfer ownership of Xceptor LLC and its underlying assets to Mark Palumbo, an officer and director of the Company).






OTHER CONSIDERATIONS





This section describes other considerations that are important to your
understanding of the Change-in-Control and related transactions and the other information in this Information Statement.






Cautionary Statement Concerning Forward-looking Statements








THIS INFORMATION STATEMENT CONTAINS FORWARD-LOOKING STATEMENTS RELATING
TO FUTURE ACTIONS AND EVENTS, AND ACTUAL ACTIONS AND EVENTS MAY DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS.





This Information Statement contains forward-looking
statements regarding, among other things, the planned operating activities relating to the Company’s new business and our other
actions following completion of the Change-in-Control and related transactions. Such statements are generally accompanied by words such
as “intend,” “anticipate,” “believe,” “estimate,” “expect” or similar terms.





Although we believe that the assumptions underlying
the forward-looking statements in this Information Statement are reasonable, any of the assumptions could prove to be inaccurate and,
therefore, there cannot be any assurance that any of the results contemplated in the forward-looking statements will be realized. The
inclusion of forward-looking information should not be regarded as a representation by us or any other person that the future actions,
events or results contemplated by us will be achieved. Except for our ongoing obligations to disclose material information as required
by the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date of this Information Statement or to reflect the occurrence of unanticipated events.














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Considerations Relating to the Change-in-Control










Following the Change-in-Control, our shareholders
will be subject to the risks inherent in the Company’s new business.






The Company’s business, operations, assets
and liabilities will change as a result of the Change-in-Control, and our stockholders will be subject to the significant risks inherent
in a development-stage business. The risks that we believe are the most important are discussed below. The use of we, us, our and similar
language in the section below entitled “Considerations Related to the Company’s New Business” is used to signify the
Company’s new business.







Considerations Relating to the Company’s
New Business










We do not expect to generate revenues in
the near future.






Since our platform is to the development stage,
our new business will have a limited operating history and we do not expect to generate revenues in the near future. The Company is relying
on its new management to actuate and develop its business plan. The Company has a limited business history and an investor will be required
to make an investment decision based largely on the management and the projected operations in light of the risks, expenses and uncertainties
that may be encountered by engaging in the Electronic Sports technology industry.







We will require substantial amounts of additional capital from
external sources.






We do not have any current source of revenues
or sufficient cash or other liquid resources to fund our planned activities until we are able to generate revenues or raise additional
capital. Accordingly, we will need substantial amounts of capital from external sources to fund day-to-day operations and project development.
We have no arrangements or commitment for such capital. We plan to continue our practice of seeking external capital through the sale
of debt or equity, although we cannot assure that such efforts will be successful. Any new investments will dilute the interest of the
current shareholders. Further, new investors may require preferential financial returns, security, voting rights, or other preferences
that will be superior to the rights of the holders of common stock.







We are reliant on our key executives and
personnel.






Our business, development, and prospects are highly
dependent upon the continued services and performance of our directors and other key personnel, on whom we rely for experience, technical
skills, and commercial relationships. We believe that the loss of services of any existing key executives, for any reason, or failure
to attract and retain necessary personnel, could have a material adverse impact on our business, development, financial condition, results
of operations, and prospects. Although we have entered into employment agreements with our key executives, we may not be able to retain
such key executives. We do not maintain key-man life insurance on any of our executive employees.







Technological advances may render our technologies,
products, and services obsolete.






We operate in a fast-moving sector in which new
forms of technology are continuously being researched. Any such technological improvements could render our projects obsolete.







The Company’s developed software may
experience unexpected “bugs” which may delay its release or impede its use.






The Company is developing its proprietary software
and intends to effect beta and other testing to ensure efficient launch and usability. However, the Company’s software may experience
or develop unanticipated “bugs” that would either delay its release or impede its use once released. Such delays or problems
could impact the Company’s ability to generate revenue or could negatively affect any contractual relationships with users of the
software.














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In order to actuate its business plan and
further expand its operations and develop its technology, the Company will need additional capital






The Company may require capital by loans, joint
ventures or sale of its securities in order to execute its new business plan, namely to develop and commercialize its technologies and
grow its customer base. If the Company were unable to locate such financing on terms acceptable to the Company, it is unlikely that the
Company could develop its operations to return revenue sufficient to further develop its business plan.







No assurance of commercial feasibility.






Even if the Company’s new plans and projects
are successfully initiated, there can be no assurance that such plans and projects will have any commercial success or advantage. Also,
there is no assurance that the Company’s initiatives will perform as intended in the marketplace.







We may not successfully manage growth.






We intend to continue to develop our technologies
as we are able to finance. This is an ambitious growth strategy. Our growth and future success will depend on the successful completion
of the expansion strategies and the sufficiency of demand for our technology products. The execution of our expansion strategies may also
place a strain on our managerial, operational, and financial reserves. Should we fail to effectively implement such expansion strategies
or should there be insufficient demand for our products and services, our business operations, financial performance, and prospects would
be adversely affected.







Risks Relating to the Change-in-Control








Revenues generated by the Company’s
new business may be less than anticipated, resulting in losses or a decline in profits, as well as potential impairment charges.






In connection with the Change-in-Control, we may
incur non-recurring severance expenses, restructuring charges and change of control payments. These expenses, charges and payments, as
well as the initial costs of integrating the personnel and facilities of the Company’s new business with our existing operations
may adversely affect our operating results during the initial financial periods following the Change-in-Control. In addition, the integration
of the Company’s new business may lead to diversion of management attention from other ongoing business concerns.







Our facilities, personnel and financial
and management systems may not be adequate to effectively manage the future expansion we believe necessary to increase our revenues and
remain competitive.






We anticipate that future expansion will be necessary
in order to increase our revenues. In order to effectively manage our expansion, we may need to attract and hire additional manufacturing,
sales, administrative, operations and management personnel. We cannot assure you that our facilities, personnel and financial and management
systems and controls will be adequate to support the expansion of our operations, and provide adequate levels of service to our customers.
If we fail to effectively manage our growth, our business could be harmed.







Considerations Related to Our Common Stock










There is no assurance that there will be a liquid public market
for our stock.






Although we expect our common stock to continue
to be eligible for quotation on the OTCQB Venture Market, there may not be an active trading market in such stock. In addition, there
can be no assurance that a regular and established market will be developed and maintained. There can also be no assurance as to the level
of liquidity of any market for our common stock or the prices at which our stockholders may be able to sell their shares.














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Our stock may be subject to certain risks
associated with low-priced stocks.






Following the Change-in-Control, our common stock
is expected to continue to trade on the OTCQB Venture Market. Our Company is a development-stage company so the trading price of our common
stock may remain below $5.00. So long as our common stock trades below $5.00 per share, the stock will be treated as a “penny stock.”
Broker-dealers who sell penny stocks to their established customers must deliver a disclosure schedule explaining the penny stock market
and the risks associated with investing in penny stocks prior to any transaction. Additional restrictions apply to broker-dealers who
sell penny stocks to persons other than established customers and accredited investors (generally defined as an investor with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with a spouse). For these types of transactions,
the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent
to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and
offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and
the broker-dealer’s presumed control over the market. Such information must be provided by the broker-dealer to the customer orally
or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks. Broker-dealers may be
discouraged from dealing with our common stock if they have to bear these additional burdens, which could severely limit the market liquidity
of the common stock and the ability of our stockholders to sell their shares.







Our stock price is likely to be volatile.






The market prices for our common stock will be
influenced by many factors and will be subject to significant fluctuations in response to variations in our operating results and other
factors such as investor perceptions of the prospects for our products, supply and demand, interest rates, general economic conditions
and those specific to the industry, developments with regard to our activities, our future financial condition and changes in our management.







There will be a substantial number of shares eligible for future
sale following the Change-in-Control.






We will issue 10,000,000 shares of our common
stock as a condition of the Licensing Agreement with Phitech Management, LLC, an entity controlled by Jonathan Sweetser, all of which
will constitute “restricted shares” within the meaning of Rule 144 under the Securities Act of 1933. All of these shares will
become eligible for resale under Rule 144 commencing on the six-month anniversary of the closing of the Change-in-Control. The sale, or
availability for sale, for the foregoing shares could adversely affect the market price of our common stock or impair our ability to raise
capital through future sales of our common stock.






INFORMATION REGARDING THE NEW BUSINESS OF THE
COMPANY






General







Upon completion of the Change-in-Control and related
transactions, the business of the Company will change to focus on E-Sports Gaming technology and the development of related infrastructure,
specifically the development and commercialization of a technology platform specifically designed for the E-Sports and E-Gaming markets.





Incorporated by reference to this Information
Statement is the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2020 as filed with the Securities
and Exchange Commission. This report contains important business and financial information about us, and you are urged to read them in
conjunction with this Information Statement. To learn how to obtain other information regarding the Company, see “WHERE YOU CAN
FIND MORE INFORMATION.”





There are no recent material developments at CannAssist
International Corp. that are not described in its Annual Report on Form 10-K, as amended, except as it pertains to the Change-in-Control
and related transactions.






Licensing Agreement











Effective as of July 23, 2021, the Company entered
into a Technology License Agreement (the “License Agreement”) with Phitech Management LLC, an entity controlled by Jonathan
Sweetser (“Licensor”), whereby, at Closing, the Licensor shall grant to the Company an exclusive worldwide license (the “License”)
to use, market, promote and distribute certain technology related to Electronic Sports Gaming, 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 10-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 10,000,000 restricted
shares of its common stock (which is an amount equal to $2,500,000 divided by $0.25, which was the closing market price of the Company’s
common stock on the trading day prior to the effective date of the License Agreement).














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New Business of the Company





After the Change-in-Control, and related transactions,
the business of the Company will change to focus on E-Sports Gaming technology and the development of related infrastructure, specifically
the development and commercialization of a technology platform specifically designed for the E-Sports and E-Gaming markets. The URL of
the Company’s new website that will host the Company’s technology and services will be https://www.electronicservitor.com/.
The mission of the new management of the Company is to become the premier content management and distribution platform for esports professionals
and gamers on a global basis. The platform will provide an omni-channel publishing tool, with talent identity protection and monetization
tools provided in line with interaction and media creation services. Further publication and monetization products and services will be
developed and acquired to support these efforts. Specifically, the platform will have the following features:













·


A suite of applications for delivering a superior content experience.












·


Platform will support the delivery of real-time content from any entertainment system and the integration
of on-device services with cloud-based services through a common interface.












·


The platform will be hardware agnostic and supports automatic OTA updates.












·


API accessible services for syncing content and settings between the native device applications and cloud
services.












·


Automated bandwidth throttled service for updating VOD content, software updates, firmware, or any file-based
data to protect streaming capacity












·


Live Streaming over IP for IPTV style solutions like Microsoft Mixer and Twitch, Near Live Streaming with
dynamic Caching for services like Facebook and YouTube, and VOD assets support for condensed content services like twitter, Instagram,
and TikTok.












·


Utilization of outside payment processing services while still anchoring all transitions, whether tied
to monetary transactions or not, to a public/private blockchain for 3rd party audit and reporting purposes.












·


Campaign based management of advertising assets, distribution, and reporting across the entirety of the
omni-channel distribution network.




Furthermore, the platform will be designed and
operated with in line with the following core policies:













·



Management of Content

: We intend to maintain the highest levels of content quality and clarity
without sacrificing availability and omni-channel distribution opportunities. Each channel will provide separate interaction models and
feedback on targeted dashboards without compromising the visibility of a channels total reach and value.












·



Management of Game Experiences

: We believe that game experiences can often have a life of their
own, circling back on each other in direct relationship to the type of user and the level of engagement experienced across a specific
community. The platform will track each game property uniquely for this reason, measuring the impact of each property and platform on
target communities and publication avenues.













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20

-



























·



Management of Talent

: We believe that talent can maximize current engagements with gaming properties,
charities, and publishers while creating new and exciting opportunities to engage with new and unique communities without needing to open
themselves up to additional effort or risk. Talent management groups can maximize their talents value without adding to their overall
communication or engagement burden.












·



Management of Value

: We believe that converting every engagement from a uni-channel to an omni-channel
experience without adding to the burden of game properties or talent opens the door to experimental offerings like boutique influence
leveraging or line-betting on game experiences.




We believe that the proliferation of gaming platforms
and streaming offerings has created a marketplace primarily predicated on commoditizing mass volumes of content. We believe that it has
proven extremely difficult to scale for the individuals creating the content since successful monetization in this market requires an
unbelievable amount of content creation. We believe that the level and intensity of engagement required to be successful E-Sports and
E-Gaming markets have thus far proved too high to warrant sustained investment from talent in other sports and media outlets. This barrier
to entry has further compounded the other major market issue esports & e-gaming face: a narrow, if passionate, customer base. The
sport’s ability to draw large crowds has been largely published, but we believe that it still suffers from creating a product that
can be easily consumed by the larger consumer base.





We believe that talent and talent representatives need new ways to
maximize the value of their engagements and efforts and that the rapidity and scale of the growth of E-Sports and E-Gaming has left talent
and the representatives scrambling for ways to catch up. We believe that Game publishers and content publishers are looking for ways to
create in-line monetization opportunities and expand the reach of their content, gaming properties, and their connected talent pools.
Given these needs, we believe that our platform will enable users to meet these needs.










Plan of Operations







After the Change-in-Control, and related transactions,
the Company will own and operate a technology platform that is specifically designed for esports professionals and gamers. The platform’s
functionality will allow its publishing users with omni-channel and technology agnostic streaming functionality so that users can better
engage with their audiences on a global level. The platform will also provide in depth engagement analytics. We believe that many esports
professionals find it very difficult to showcase their talents while managing the distribution aspects of their careers. The platform
will provide these individuals with an easy-to-use solution. The platform will also have content that provides news and information about
esports.





After the Change-in-Control, and related transactions,
the Company plans to generate its profits via several revenue streams. The business, on all channels, will receive a percentage of revenues
that are generated from advertising and sponsorship-based income. The Company will also form relationships with all major payment gateways
where viewers will often provide fees to esports professionals in order to support them (for regular play and tournament play). The business
will also receive a percentage of these transactions as well (which will be seamlessly integrated via API functionality on the Electronic
Sports Premiere Network platform). Moving forward, the business will implement new solutions that will generate recurring streams of revenue
for the business on a monthly basis.





Over the next five years, the Company will continue
to expand its operations via several different facets of operation. Foremost, the Company will continue to expand its relationships with
major esports professionals to ensure that the business has substantial access to top-tier talent. The Company plans to maintain fiscally
sound operating protocols and procedures, recruit up-and-coming as well as well-known esports professionals (among a number of gaming
genres) in order to provide the Company’s services to a broad spectrum of viewers on a worldwide basis, make continued reinvestments
into the Company’s technological infrastructure to ensure smooth streaming at all times and develop the Company as a wealth and
income creating vehicle for the Company’s Investors, Management, and other Financial Partners. We plan to grow our business through
the following avenues:













·


Continued development of relationships with major sports professionals that will have their content managed
through the system.













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21

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·


Integration of subscription-based programs that will provide recurring streams of revenue on a monthly
basis.












·


Continued expansion and promotion among numerous online marketing channels.












·


Acquisition of additional rounds of capital in order to further fuel the growth of the business.




The Company will also continually expand its technological
infrastructure so that higher resolution video streaming can be offered as 5G transmission and 4K resolution become the new standard over
the next five years. The new management of the Company will make ongoing and sustained investments into the marketing infrastructure in
order to ensure that the business can have millions of active users.





We believe that we will be able to maintain successful
business operations because of the following:













·


Once established, we believe that demand among an audience will continue in perpetuity given the rapidly
growing popularity of esports.












·


We will have low operating and overhead costs as a function of revenues.












·


Our revenues will be relatively immune from negative changes in the economy.












·


We will enable the integration of global API libraries will allow for the rapid growth of Electronic Sports
Premiere Network Group’s technology and platform.









E-Sports Gaming Market





The business of providing specialized publishing
management and streamed content with the ability to generate revenue from numerous centers is a complicated business that has many operating
facets. Typically, we believe that entertainment media content is immune from general changes in the economy, as the low pricing point
allows most people to afford programming in any economic climate.





Currently, the economic climate is uncertain.
The pandemic stemming from the Covid-19 pandemic has created a substantial amount of turmoil within the capital markets. It is expected
that a prolonged economic recession will occur given that numerous businesses are being forced to remain closed for an indefinite period
of time (while concurrently having their respective employees remain at home). However, the central banks around the world have taken
aggressive steps in order to ensure the free flow of capital into financial institutions. This is expected to greatly blunt the economic
issues that will arise from this public health matter.





It should be noted that we believe that this global
health issue will not impact the revenues of Electronic Sports Premiere Network Group. As more people are at home, the demand for live-streamed
esports focused content has increased drastically. We believe that the business, through these operations, will be able to remain profitable
and cash flow positive at all times.





With the rapid expansion of the number of people
that enjoy video gaming (especially online gaming where players interact), the demand for new platforms has skyrocketed over the past
ten years. Globally, more than $140 billion is spent each year on video games (among all devices and including subscription-based platforms).
The industry has doubled over the past five years as more people use their mobile devices to play video games.





We believe that the fastest and largest growing
segment of the video game industry is via mobile systems. Nearly $49 billion is spent each year on mobile games. The predicted compounded
annual growth rate of the industry is expected to remain around 3% for the next five years. By 2024, mobile gaming revenues are expected
to reach $56 billion. Currently, 51% of all video game revenues (on a global basis) are generated from mobile games (although it makes
up 32% of game platform usage).














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22

-



















Specific for esports entertainment, this industry
currently generates $1 billion per year on a global basis. This represents a 14% increase from 2019 to 2020 figures. A substantial portion
of this growth has been attributed to the COVID-19 pandemic given that people have remained at home and gaming is a popular pastime. Over
the next three years, the industry is expected to generate global revenues of $1.6 billion.






Customer Profile







Below is an overview of the demographics of potential
users of our platform:













·


Current market is predominately male, our targets will be to extend this to a larger female demographic
with an initial market emphasis on underserved markets in Latin America.












·


Between the ages of 13 to 35












·


Annual household income of $35,000+












·


Has an immense interest in e-sports and gaming












·


Has access to high-speed interest and 4G cell phone technology






In the United States alone, there are now 25.7
million eSports viewers. Viewership is expected to increase to 43 million people by 2023.








Competition







At this time, there is no known platform and technology
suite that operates in a similar capacity to that of our platform (provided, however, some technology services providers such as Twitch
operate as content delivery systems in the E-Sports market). However, the business could face competition from major streaming services
that could replicate the platform for their audiences. As such, it is imperative that the business launch an immense marketing campaign
in order to effectively brand our platform as the pioneer in this field.






Marketing Strategies





We plan to maintain strong connections with well-known
esports professionals that will use our platform for their content publishing, streaming, and charitable operations. We will develop and
expand an expansive marketing apparatus that targets people that have an extensive interest in esports and gaming. We also plan to maintain
an expansive presence on social media so that specific content can be promoted among highly targeted demographics (which will further
drive interest in our platform as a whole).





Management will use both traditional and experimental
forms of marketing to inform interested parties about the Company’s highly unique platform. The Company will hire a qualified advertising
and public relations firm that will properly position our brand name within this competitive market. While this may contribute to a higher
upfront marketing costs, we feel that this will be a strong investment given that they will be able to create brand awareness quickly
(especially among esports professionals and their mangers that will want to use the platform to generate revenue).





Beyond using a qualified marketing firm, the business
will have its own in-house marketing manager aggressively use social media to promote the operations (including proprietary content).





A major component of the Company’s online
marketing will be focused on social media. Management intends to develop strong relationships esports professionals and commentators that
are considered social media influencers that will promote our brand name and operations. We believe that this is a very high impact and
low cost method of creating excitement about our platform and its unique service proposition (for esports professionals and viewing users).
These agreements will vary in cost as it relates to how many followers and subscribers these individuals have on their respective platforms.
This method of marketing will drastically boost the visibility of the platform from the onset of operations.














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23

-



















It should be noted that esports professionals
are expected to receive a majority of their fees from payments from viewers. This will allow the Company to operate with a highly cost-effective
method of carrying out proprietary advertising and marketing.





As it relates to traditional advertising, Management
expects that the Company's retained marketing firm will place print advertisements in major media industry focused publications. Print
advertisements will be mirrored among these publications’ online operations.








Facilities







The Company’s new corporate offices will
be located at 400 1st Ave N., Ste. 100, Minneapolis MN 55401.








Intellectual Property





After the Change-in-Control, the Company will
use, or intends to employ in the performance of its material contracts, intellectual property rights in relation to the design and development
of its E-Sports technology. The Company’s intellectual property rights can be categorized broadly as proprietary know-how, technical
databases and trade secrets, comprising concept designs, and economic models.





The Company may apply for patents for components
of its intellectual property for its platform and other technologies. The Company cannot assure that any patents we seek will be granted.





The Company’s intellectual property has
been developed by its employees and is protected under employee agreements confirming that the rights in the inventions and developments
made by the employees are its property. Confidential information is protected by nondisclosure agreements that the Company entered into
with our prospective partners or other third parties with which we do business.





The Company has not received any notification
from third parties that its processes or designs infringe any third-party rights, and it is not aware of any valid and enforceable third-party
intellectual property rights that infringe its intellectual property rights.






Employees





After the Change-in-Control, the Company will
have 1 employee and is projected to have at least 30 independent contractors soon thereafter.





* All statistics and market information were obtained
through IBISWorld and Statista.






CANNASSIST’S MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION





Copies of our Annual Report on Form 10-K, as amended,
for the fiscal year ended December 31, 2020 are included with this Information Statement by incorporation by reference to our filings
with the SEC. Our Annual Report contain our “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
which discussion is incorporated by reference.






MANAGEMENT OF THE COMPANY PRIOR TO THE CHANGE-IN-CONTROL





The following table sets forth information concerning
the executive officers and directors and directors of the Company prior to the Change-in-Control.





































Name




Age





Position




Year Commenced



Mark Palumbo




61





Chief Executive Officer, Secretary, Chief Financial Officer and Director




2018



Marla Palumbo




61





President




2019














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24

-





















Mark Palumbo





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





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







Marla Palumbo





President





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








Director Independence





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






Committees and Terms





The Board of Directors (the “Board”)
has not established any committees.






Legal Proceedings





There are no legal proceedings regarding the Company.








Code of Ethics





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
















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25

-






















Corporate Governance Matters





We have not adopted any material changes to the
procedures by which security holders may recommend nominees to our board of directors.






MANAGEMENT OF THE COMPANY AFTER THE CHANGE-IN-CONTROL





The following table sets forth information concerning
the executive officers and directors and directors of the Company to be appointed after the Change-in-Control.



























Name




Age





Position




Year Commenced



Jonathan Sweetser







Chief Executive Officer, Secretary, Chief Financial Officer and Director Nominee




2021






Jonathan Sweetser




Chief Executive Officer, Chief Financial Officer,
Secretary & Director Nominee





Jonathan Sweetser, age 38, will serve as Chief
Executive Officer, Chief Financial Officer, Secretary and has been nominated to become Director of the Company at the Closing. Mr. Sweetser
has years of experience managing multi-disciplinary groups in a wide breadth of entrepreneurial endeavors, which we believe has provided
him with a unique understanding of businesses and organizations whether they be large, small, new, emerging, or established. Mr. Sweetser
has experience managing multi-national teams; remote and in country. Mr. Sweetser also has non-profit experience and a historical track
record of sowing resources into local operating groups, which we believe provides the ability to understand and navigate the diverse social
and cultural challenges facing businesses today. Mr. Sweetser has a broad range of technical expertise and experience in areas including:
enterprise big data applications for finance and healthcare organizations, creating algorithms and artificial intelligence platforms that
facilitate behavioral pathing in a broad range of digital and physical environments, CAD/CAM operations including designing, testing,
and launching new applications and creating custom tools and operational workflows for rich graphical environments including augmented
and virtual reality applications.





Since 2015, Mr. Sweetser has served as Founder
and CEO of CKG Solutions, which is a multi-disciplinary group of developers and process engineers focused on developing integrated systems
that empower large organizations in the healthcare, aviation, and finance sectors to take advantage of new and emerging opportunities
in their markets based in Minneapolis, MN where he successfully deployed applications and services in local and cloud implementations
and successfully deployed supply chain and track and trace applications and services for clients in the medical device and aviation sectors.
Prior to his work with CKG Solutions, Mr. Sweetser was the Founder of Sweetser Consulting LLC, based in Minneapolis, MN, and was a Partner
and Chief Systems Architect at Muse Holdings, which is also based in Minneapolis, MN. Mr. Sweetser holds a degree in Business Studies
and International Relations from Concordia University located in St. Paul, MN and degrees in Biblical Studies from the Westminster Theological
Seminary, located in Glenside, PA, and the Calvary Baptist Seminary, located in Lansdale, PA.








Director Independence





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






Committees and Terms





The Board of Directors (the “Board”)
has not established any committees.














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26

-




















Legal Proceedings





There are no legal proceedings regarding the Company.








Code of Ethics





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






Corporate Governance Matters





We have not adopted any material changes to the
procedures by which security holders may recommend nominees to our board of directors.






SUMMARY





On July 23, 2021, our Board of Directors voted
to approve and recommend the Proposals described above and, on July 24, 2021, the Consenting Stockholders holding approximately 60% of
the then-outstanding shares of our voting stock, and acting by written consent in lieu of a special meeting, approved and adopted the
Proposals. This action by written consent eliminated the need for a special stockholder meeting to approve these matters. This also reduces
the costs and management time involved in holding a special meeting and allows us to effect the filing of the Amendment to our Articles
of Incorporation as quickly as possible.





The Amendment to our Articles of Incorporation
relating to the Name Change will be filed on or about ___________ __, 2021, with the Secretary of State of the State of Delaware, which
is not less than 20 days from the date of mailing of the definitive Information Statement.





Notwithstanding the foregoing, we must first notify
FINRA of the intended Name Change by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the
anticipated record date of such action. Our failure to provide such notice may constitute fraud under Section 10 of the Exchange Act.
We will also request a new ticker symbol in connection with the Name Change. The change in the ticker symbol is expected to be effective
in 2021.






OTHER MATTERS





No matters other than those discussed in this
Information Statement are contained in the written consent signed by the holders of a majority of the voting power of the Company.






SECURITY OWNERSHIP OF MANAGEMENT AND




CERTAIN BENEFICIAL OWNERS





The following table sets forth certain information
regarding the beneficial ownership of our outstanding Common Stock and Series A Preferred Stock, as of July 28, 2021 by: (i) each of our
directors, (ii) each of our named executive officers (as defined by Item 402(a)(3) of Regulation S-K promulgated under the Exchange Act),
(iii) all of our directors and named executive officers as a group, and (iv) each person known to us to beneficially own more than 5%
of each class of our outstanding Common Stock and Series A Preferred Stock.







Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Exchange Act. The percentages in the table have been calculated on the basis of treating as outstanding for
a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder
in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are
exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power
with respect to all shares of our Common Stock owned by them, except to the extent that power may be shared with a spouse. The Company
does not know of any arrangements the operation of which may at a subsequent date result in a change of control of the Company.














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27

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COMMON STOCK





































































































Common Shares



Percentage




Owned



Of Class (1)









Mark Palumbo (2)



2,300,000




20.14

%

Chief Executive Officer, Secretary, Treasurer and Director


















Marla Palumbo (2)



1,200,000




10.51

%

President


























(1)

Based on 11,416,001 common stock shares issued and outstanding as of July 28, 2021.











(2)

This individual’s address is 855 South Mission Avenue, Suite #K400, Fallbrook, CA 92028.





SERIES A PREFERRED STOCK







































Series A Preferred


Shares Owned



Percentage of Class (1)


Forty 7 Select Holdings LLC (2)(3)(4)



1,000




100

%

>5% Stockholder



















(1)

Based on 1,000 Series A Preferred Stock shares outstanding as of July 28, 2021.











(2)

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











(4)

Forty 7 Select Holdings LLC’s address is 31878 Del Obispo 118-331, San Juan Capistrano, CA 92675











(5)

Forty 7 Select Holdings LLC is controlled by Greg Shockey.





PROPOSAL BY SECURITY HOLDERS





No security holder has requested the Company to
include any proposal in this Information Statement.






EXPENSE OF INFORMATION STATEMENT





The expenses of mailing this Information Statement
will be borne by the Company, including expenses in connection with the preparation and mailing of this Information Statement and all
documents that now accompany or may hereafter supplement it. It is contemplated that brokerage houses, custodians, nominees and fiduciaries
will be requested to forward the Information Statement to the beneficial owners of our Common Stock held of record by such persons and
that our Company will reimburse them for their reasonable expenses incurred in connection therewith.














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28

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DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING
AN ADDRESS





Only one Information Statement is being delivered
to multiple security holders sharing an address unless the Company has received contrary instructions from one or more of the security
holders. The Company shall deliver promptly upon written or oral request a separate copy of the Information Statement to a security holder
at a shared address to which a single copy of the documents was delivered. A security holder can notify the Company that the security
holder wishes to receive a separate copy of the Information Statement by sending a written request to the Company at the address below
or by calling the Company at the number below and requesting a copy of the Information Statement. A security holder may utilize the same
address and telephone number to request either separate copies or a single copy for a single address for all future information statements,
proxy statements and annual reports.






COMPANY CONTACT INFORMATION





All inquiries regarding our Company should be addressed to our Company’s
principal executive office:






CANNASSIST INTERNATIONAL CORP.



Attn: Chief Executive Officer



855 South Mission Avenue, Suite #K400



Fallbrook, CA 92028



888-991-2196






AVAILABILITY OF ADDITIONAL INFORMATION; INCORPORATION
BY REFERENCE





The Company is subject to the informational requirements
of the Exchange Act, and in accordance therewith files reports and other information with the Securities and Exchange Commission (the
“SEC”) relating to its business, financial condition and other matters. Such reports and other information can be inspected
and copied at the public reference facilities maintained at the SEC at 100 F Street NW, Washington, D.C. 20549. Copies of such material
can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street NW, Washington D.C. 20549, at prescribed
rates. The SEC maintains a website on the Internet (http://www.sec.gov) that contains the Exchange Act Filings filed electronically with
the SEC through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).





The SEC allows us to “incorporate by reference”
into this Information Statement documents that we file with the SEC. This means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be a part of this Information Statement, and later
information that we file with the SEC will update and supersede that information. This Proxy Statement incorporates by reference the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2020 that we have previously filed with the SEC. These documents
contain important information about the Company and its financial condition.





Any person, including any beneficial owner, to
whom this Information Statement is delivered may request copies of information statements and any of the documents incorporated by reference
in this document or other information concerning us, without charge, by written request to CannAssist International Corp., 855 South Mission
Avenue, Suite #K400, Fallbrook, CA 92028, Tel: 888-991-2196, or from the SEC through the SEC’s website at the address provided above.
Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically
incorporated by reference into those documents.








PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR
VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN TRANSACTIONS ENTERED INTO BY THE COMPANY.








WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.

































By Order of the Board of




Directors,





/S/ Mark Palumbo





Mark Palumbo







Chief Executive Officer and






Chief Financial Officer







Fallbrook, CA




July 28, 2021
















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29

-





















APPENDIX A







CERTIFICATE OF AMENDMENT






TO THE






ARTICLES OF INCORPORATION






OF






CANNASSIST INTERNATIONAL CORP.


















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30

-

















CERTIFICATE OF AMENDMENT




OF THE CERTIFICATE OF INCORPORATION OF




CANNASSIST INTERNATIONAL CORP.







The corporation organized and
existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:






FIRST

:          That the Board
of Directors of CannAssist International Corp. adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and authorizing the appropriate officers of the corporation to solicit the
consent of the stockholders therefor. The resolution setting forth the proposed amendment is as follows:






RESOLVED

, that
the amendment to the Corporation's certificate of incorporation be, and hereby is approved, to change the name of the Corporation such
that Article One to the Certificate of Incorporation shall be amended to read as follows:





“ARTICLE ONE



NAME





The name of the
Corporation is The Electronic Servitor Publication Network, Inc.”








SECOND

:     That thereafter
said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law by written consent of
the stockholders holding the requisite number of shares required by statute given in accordance with and pursuant to Section 228 of the
General Corporation Law of the State of Delaware.





IN WITNESS WHEREOF, said corporation
has caused this certificate to be signed this ____ day of ____, 20__.





















By:




Mark Palumbo, Chief Executive Officer






































APPENDIX B







LICENSE AGREEMENT






BY AND BETWEEN






CANNASSIST INTERNATIONAL CORP.






AND






PHITECH MANAGEMENT LLC


















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31

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TECHNOLOGY
LICENSE AGREEMENT






This Agreement is entered as
of by and between CannAssist International Corp., a Delaware corporation (the “

Company

”), and Phitech Management, LLC,
a Minnesota limited liability company (“

Developer

”) as of July 23, 2021 (the “

Effective Date

”).






RECITALS






WHEREAS

, Developer
develops and markets software and solutions for E-Gaming and E-Sports, as set forth in the

Appendix I

(the “

Technology

”);
and






WHEREAS

, the Company
is an E-Gaming and E-Sports company that, among other things, develops and markets E-Gaming services to its customers including but not
limited to commercial entertainment venues, streaming and publication service operators; and






WHEREAS

, Developer
wishes to allow the Company to access and use the Technology software and applications pursuant to the terms and conditions set forth
in this Agreement;






AGREEMENT






NOW THEREFORE

, in consideration
of the mutual promises contained herein, the Developer and the Company agree as follows:













1.




DEFINITIONS, AGREEMENT FRAMEWORK


.











1.1.


Definitions

.











a.


Services

. The services, including but not limited to, providing and developing software and service
solutions to the Company for resale to its customers and Subscribers. Services shall also include the development of particular services
and applications specific to the Company’s customers and agreed to by the parties pursuant to a separately executed Service Schedule
(as defined

supra

).











b.


Software

. Developer manufactured and proprietary owned Software, including but not limited to the
Technology, used for retrieving, delivering, and analyzing user experience information, and which may be necessary to deliver the Services,
and any updates, changes, enhancements, or modifications thereto during the Term of this Agreement.











c.


Subscriber(s)

. The customer(s) of the Company receiving the Services; the end-user(s). Each end-user
may be defined as one (1) Connection.











d.


Business Divestiture or Acquisition

. An event in which Developer sells, acquires, or transfers
substantially all of its assets.
















1

























e.


Territory

. Territory shall mean the E-Gaming and E-Sports industry served by the Company or its
parent and affiliates, in all geographic or geopolitical areas (worldwide) unless expressly prohibited by law.












2.




APPOINTMENT; LICENSE GRANTS AND LIMITATIONS


.




2.1.

Appointment

.
Subject to the terms and conditions of this Agreement, Developer hereby appoints the Company as a distributor and reseller of the Software
and Services, and hereby grants to the Company a world-wide, non-exclusive, non-transferable, limited-use license to redistribute and
resell the Software and Services to Subscribers within the Territory within the service/product lines of the Company.





2.2.

License
Grant

. Developer hereby grants to the Company a world-wide, non-exclusive, limited-use license to use any Software or Services furnished
to the Company hereunder. This license shall not include any right to assign, sublicense or otherwise transfer such license except as
provided herein. No title to or ownership of the Software or any unmodified parts thereof is transferred to the Company under this license.
The Company shall not copy any Software in whole or in part in any visual or machine-readable form, except to the extent such copying
is necessary in connection with the Company's internal use of the Services. The Company may not de-compile the Software, have access to
its source code, or integrate the Software into Company developed software. If, at any time, the Developer provides updated Software to
the Company, such updated Software shall be subject to all the terms and conditions of this Software license and the underlying agreement.
Upon termination of this Agreement or the Software license granted herein, the Software and all copies and updates thereof shall be promptly
returned to the Developer. During the Term, the Developer will provide the Company with all Software updates at no additional charge.
Updates will include new features to the Software that are generally made available by the Developer to its other customers. Unless otherwise
agreed between the parties, all new updates obtained by the Company hereunder shall be governed by the terms of this Agreement.





2.3.

Delivery
of Services

. The Developer will deliver the Services to the Company via the Internet, unless otherwise as mutually agreed. The Company
may also use the Services for internal use, limited to customer support, sales, and demonstration purposes as defined in corresponding
addendums to this agreement.





2.4.

Duties
of the Company

. The Company or its customers shall be responsible for (i) obtaining the requisite quantity and quality of common carrier
communication lines in order to receive the Services, (ii) the reliability and continued availability of such communications lines, and
(iii) all equipment, hardware and software necessary for the Company to receive the Services from Developer and redistribute such services
to its Subscribers, as otherwise permitted in this Agreement.

















2


















2.5.

Modifications

.
The Company may, from time to time, choose to redistribute other Services made available by the Developer as mutually agreed between the
parties in writing. Furthermore, the Developer may modify or make reasonable changes to the Services for any reason, upon thirty (30)
days written notice to the Company, except that any substantial or material changes to the Services will be mutually agreed upon in writing
between the parties in an updated schedule or amendment to this Agreement.





2.6.

Limitations

.
The parties represents that they are not engaged in, and agree not to engage in, any unlawful transaction or business that would prohibit
the execution of this Agreement. Furthermore, the Company agrees not to use or knowingly permit anyone to use the Services for (a) any
purpose or in any manner not authorized by this Agreement or (b) for any unlawful purpose or in any manner not in compliance with applicable
laws, rules, or regulations of any federal, state, or local governmental entity of the United States or any foreign country, including
all import and export laws.





2.7.

Additional
Services; Service Schedules

. The Developer will perform or develop for the Company, as a “work made for hire”, the services
or software that are described in one or more schedules or statements of work (“

SOW

”) that the parties may execute
from time to time under this Agreement (hereinafter all referenced as “

Service Schedule(s)

”), all pursuant to the terms
and conditions of this Agreement and the price, delivery dates, specifications, and other terms and conditions described in the applicable
Schedules. Such services will include, but are not limited to, the development and/or delivery of any materials, inventions, ideas, designs,
concepts, techniques, discoveries, or improvements created by the Developer. To avoid any potential for confusion as to the ownership
of intellectual property created and/or used in the relationship between Developer and the Company, any Work will be designated with the
following notation: “LICENSEE OWNED IP”. If such designation is not present, and if there is good faith dispute concerning
the ownership of intellectual property developed or used hereunder, both parties agree that such intellectual property is owned by the
Developer. Any and all services under this Agreement and/or any Schedules will hereafter be referred to as “

Work

”.
Developer is not obligated to perform any Work, and the Company has not contracted for any Work, unless and until a Schedule is executed
by both parties. Both parties agree the requirement of a written signed schedule is satisfied upon either (a) the Parties signing a schedule,
or (b) Developer’s commencing Work described in a Service Schedule transmitted by an authorized and designated Company employee.
In the event that Developer performs and the Company pays for any services without having executed a Service Schedule or any other written
agreement applying to such services, then such services will constitute Work under this Agreement and will be governed by the terms and
conditions of this Agreement.

















3


























3.




TERM, CONCURRENT AGREEMENTS, CLOSING, TERMINATION, WIND-DOWN AND DIVESTITURE


.




3.1

Term

.
The initial term of the License shall be for ten (10) years commencing on the date of Closing, as hereinafter defined (the “

Initial
Term

”), and shall automatically renew for successive one-year terms (each, a “

Renewal Term

”) unless terminated
by the Company with 30 days written notice prior to the commencement of a new term. In the event that the Company exercises its option
not to renew the License, then the Company shall assign all rights to the Software and the Services back to Developer and shall take all
steps to evidence, record and perfect such transfer.





3.2

Concurrent
Agreements

. The grant of the License contemplated by this Agreement is conditioned upon (1) the concurrent satisfaction of the obligations
of the parties under (a) the Change-in-Control Agreement by and between the Company and Jonathan Sweetser, attached hereto as

Exhibit
A

and incorporated herein by reference (the “

Change-in-Control Agreement

”); and (b) the Spin-Off Agreement, attached
hereto as

Exhibit B

and incorporated herein by reference (the “

Spin-Off Agreement

”); (2) effectuating a change
in the corporate name of the Company as determined by the Purchaser (as defined in the Change-in-Control Agreement); and (3) the resignation
of the existing officers and director of the Company and the appointment of new officers and directors of the Company shall be appointed
as designated by the Purchaser (as defined in the Change-in-Control Agreement) (collectively, the “

Related Transactions

”).





3.3

Closing

.
The Closing of this Agreement (the “

Closing

”) is conditioned upon (1) obtaining all necessary consents and approvals
from the Board of Directors of the Company and its shareholders necessary to effectuate the grant of the License as well as the Related
Transactions; (2) the completion of all actions necessary to comply with applicable law in order to effectuate the grant of the License
as well as the Related Transactions; and (3) obtaining requisite approval from the SEC, FINRA and the Secretary of State of Delaware,
respectively, of the Related Transactions as necessary and appropriate.





3.4

Divestiture

.
The Developer agrees to immediately notify the Company in writing and certify in the event of a Business Divestiture or Acquisition (attaching
reasonably satisfactory documentation proving such) and upon receipt of such notice, the Company may, in its sole discretion and option,
terminate this Agreement any time within six (6) months after such event occurs. For the purposes of this section, “

Business
Divestiture or Acquisition

” shall be defined as the complete sale, transfer or closure of all assets or an operating division
of Developer that provides the Services hereunder within the meaning set forth above. For the avoidance of doubt, the sale or transfer
of Developer assets to an affiliate, subsidiary, or common parent of Developer will not qualify as Business Divesture or Acquisition.





3.5

Termination
for Cause

. Either party may also terminate this Agreement for cause upon written notice to the other party, and limited to the following
events:












a.

either party is in breach of its material obligations under this Agreement and the breaching party fails
to cure such breach within thirty (30) days following its receipt of written notice of such breach from the other party; or











b.

either party files a voluntary petition in bankruptcy under the federal bankruptcy laws or under any other
applicable federal or state bankruptcy, insolvency, or other similar law; or
















4

























c.

in the event of the entry of a decree or order for relief by a court with jurisdiction over the other
party in an involuntary case under the federal bankruptcy laws, or under any other applicable federal or state bankruptcy, insolvency
or other similar law, appointing a receiver, liquidator, assignee, custodian or trustee either for such party or for substantially all
of such party’s assets or property, or ordering the winding-up or the liquidation of such party’s affairs, and the continuance
of such decree or order for relief for a period of ninety (90) consecutive days without such decree or order being vacated or stayed;
or




3.6

Wind
Down Clause

. Upon termination or expiration of this Agreement for any reason (other than a Material Breach by either party), the parties
will continue to service existing Subscribers for a period not to exceed one (1) year (the “

Wind Down Period

”), and
in accordance with all of the terms and conditions set forth herein. A “Material Breach” is hereby defined as a failure of
performance under this Agreement by either party which is significant enough to give the aggrieved party the right to sue for breach of
contract, and which has not been cured within ten (10) days after notice (5 days with respect to any payment of monies). An “existing
Subscriber” is hereby defined as a Subscriber that purchased Services prior to the termination or expiration of this Agreement.
During the Wind Down Period, the Company will not market, offer, or sell the Services to any new Subscribers without the express written
approval by Developer.













4.




MARKETING, CUSTOMER SERVICE, AND OTHER OBLIGATIONS


.




4.1

Marketing
Expenses

. The Company will be solely responsible for all marketing expenses that are incurred when marketing the Services to Subscribers.
Both parties will mutually agree on marketing matters and press announcements, including the use of each other’s name, trademarks,
or logos, all of which must be pre-approved in writing by the other party’s marketing department prior to each party’s use.





4.2

Customer
Support

. The Company will be the first line of customer support to Subscribers and provide all direct customer service. Developer
will reasonably provide customer support assistance by telephone or e-mail to Company personnel to help resolve any service issues directly
related to the Services. Notwithstanding the foregoing, Developer will also provide the Company with off-site training via WebEx or telephone
in relation to the Services, and which is necessary for the Company to provide customer support to its Subscribers. For the avoidance
of doubt, and unless otherwise mutually agreed upon between the parties, any on-site training provided by Developer to the Company or
its Subscribers will be provided at then current professional service rates plus time and materials.













5.




FEES, BILLING, REPORTING, AND TAXES


.




5.1

Consideration

.
The Company agrees to issue to Developer that certain number of restricted shares of the common stock of the Company in an amount equal
to $2,500,000 divided by the trading market price of the Company’s common stock on the OTCQB (as calculated by the closing market
price of the Company’s common stock on the trading day prior to the Effective Date of this Agreement) on the date of Closing of
this Agreement. The shares of common stock issuable to Developer under this Agreement shall referred to as the “Shares.” The
transfer of the Shares shall occur at the offices of the Company on the dates set forth above or at such other place and time as the parties
may agree. Other than as agreed upon in writing by both parties, such Shares shall be the only consideration required of the Company with
respect to the subject matter of this Agreement.

















5


















5.2

Additional
Fees

. Any additional fees payable by the Company to Developer under this Agreement will be agreed upon in writing by both parties.
The Company will administer all billing to its Subscribers and bear the entire cost of collection of any fees owed by Subscribers to the
Company.













6.




INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION


.




6.1

Ownership
of Intellectual Property

. Developer warrants that it has ownership of, owns and/or controls intellectual property rights, including
but not limited to copyrights, trademarks, and patents to the Services and Software, and that Developer has obtained the rights to receive,
display and redistribute certain Services from its suppliers. The Company agrees and acknowledges that the intellectual property rights
pertaining to the Services and Software are the exclusive property of Developer and/or its suppliers, not within the public domain, and
that no ownership rights or interest to intellectual property pertaining to the Software or Services will transfer to the Company under
this Agreement unless otherwise agreed to in writing.





6.2

Trademarks

.
The Parties expressly agree and understand that the application of trademarks or logos is not a license to one-another to apply such trademarks
or logos in a manner not specifically requested by the owning Party, nor is it a license to use, in any way, the trademarks or logos for
any purposes outside the scope of this Agreement. Furthermore, it is expressly agreed and understood that with the exception of the use
permitted herein, the Parties will not now or in the future:





•     use any mark, symbol or device identical to or
similar to any trademark or logo; or





•     attempt to register or otherwise establish any
rights in or to the use of the other’s trademark or logo; or





•     attempt to assign or transfer to another any right
to apply or use, in any way, any trademark or logo.





6.3

Indemnification

.
Developer will indemnify, defend and hold harmless the Company as to any rightful claim that the Company's use of the Services or Software
infringes the intellectual property rights, patent or copyright of a third party, provided that the Company gives Developer prompt written
notice of the claim, allows Developer to have sole control of the defense or settlement thereof, and cooperates fully with Developer’s
defense or settlement. Developer will not be liable to the Company for any claim that the infringement resulted from the use of the Services
or Software in modified form or in a manner for which they were not designed or exceeding any scope of use designated by Developer. The
foregoing states the entire liability of Developer with respect to infringement of intellectual property by Developer, and in no event
shall Developer be liable for consequential and/or incidental damages to any party, even if advised of the possibility of such.

















6


























7.




WARRANTY, AND LIMITATION OF LIABILITY


.




7.1

Warranty

.
Developer warrants to the Company that (a) the Software will reasonably perform as specified in any documentation provided by Developer
for entire Term under this Agreement and (b) as of the time of delivered of the Software to the Company, the software will not contain
any viruses that are detectable by industry standard virus detection methods. In addition, Developer warrants that the media on which
the Software is distributed, to the extent provided by Developer, will be free from defects in materials and workmanship under normal
use for ninety (90) days after the Effective Date. It is understood and agreed that any Services provided to the Company by Developer
pursuant to this Agreement are only advisory in nature.





7.2

DISCLAIMER,
LIMITATION OF LIABILITY

. EXCEPT TO THE EXTENT SET FORTH IN THE WARRANTY SECTION ABOVE,

Developer

MAKES NO OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, SOFTWARE, OR INFORMATION TO BE PROVIDED
UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SOFTWARE (OR
SERVICES) WILL BE DELIVERED WITHOUT INTERRUPTION.













8.




CONFIDENTIALITY


.




8.1       During
the Term of this Agreement, either party (hereinafter referred to in this section as the “

Disclosing Party

”) may disclose
certain Confidential Information to the other party (hereinafter referred to in this section as the “

Receiving Party

”).
The Receiving Party shall maintain the confidentiality of such Confidential Information and shall not use, disclose to any third party,
or otherwise exploit any Confidential Information for any purpose not expressly contemplated for the benefit of the Disclosing Party under
this Agreement.





8.2       For
purposes of this Section, the term "

Confidential Information

" shall mean any non-public data or information, oral or
written, that relates to the Disclosing Party’s past, present or future products, research, development or business activities,
including any unannounced products and services, and including any information relating to services, developments, inventions, processes,
plans, financial information, customer and supplier lists, forecasts and projections. Notwithstanding the foregoing, Confidential Information
shall not include information that: (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly
available or enters the public domain through no fault of the Receiving Party; (c) is rightfully communicated to the Receiving Party by
persons not bound by confidentiality obligations with respect thereto; (d) is already in the Receiving Party’s possession free of
any confidentiality obligations with respect thereto; (e) is independently developed by the Receiving Party; (f) is approved in writing
for release or disclosure by the Disclosing Party or the disclosing third party without restriction; or (g) is required to be disclosed
or is disclosed pursuant to the order or requirement of a court, administrative agency or other governmental


The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

TERMINATION OF A MATERIAL DEFINITIVE - Oct. 14, 2021

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