NOTE 10 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined
that it has the following material subsequent events to disclose in these financial statements.
On July 1, 2021, Mark Palumbo, an officer and
director of CannAssist International Corp. (the “Company”), 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 shares of Series A Preferred Stock (representing 100% of the Company’s issued and outstanding Series A Preferred Stock),
of 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 shares of common stock held by him to the treasury of the Company for cancellation
at no cost (the “Contribution”).
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 shares of Series A Preferred Stock (representing 100% of the issued and outstanding
Series A Preferred Stock), of the Company to Jonathan Sweetser at Closing in a private transaction (the “Change-in-Control”).
The Closing of the Change-in-Control shall occur concurrently with the Closing of the Technology License Agreement and the Spin-Off Agreement
(as described herein). 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.
Effective as of July 23, 2021, the Company entered
into a Technology License Agreement with Phitech Management, LLC, an entity controlled by Jonathan Sweetser (“Licensor”),
whereby, at Closing 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
restricted shares of its common stock (which is an amount equal to $2,500,000 divided by $ , 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). At Closing, Jonathan Sweetser,
an affiliate of the Licensor of the Technology, shall be appointed as an officer and director of the Company and the current officers
and directors of the Company shall resign.
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.
On July 24, 2021, the Company received the approval,
via a written consent in lieu of a meeting of stockholders, of stockholders holding a majority of our outstanding voting stock, representing
approximately 60% of our outstanding voting shares (the “Consenting Stockholders”), approving 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”) conditioned upon the Closing of the Change-in-Control.
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.
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