10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

COMMISSION FILE NUMBER: 000-55753

Can B̅ Corp.

(Exact name of registrant as specified in its charter)

Florida	20-3624118
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

960 South Broadway, Suite 120

Hicksville, NY 11801

(Address of principal executive offices)

516-595-9544

(Registrant’s telephone number, including area code)

Canbiola, Inc.

(Former name, former address and former fiscal, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Tile of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CANB	N/A

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

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

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
Emerging Growth Company	[  ]
(Do not check if smaller reporting company)

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ] Yes [X] No

The number of shares of the registrant’s only class of common stock issued and outstanding as of August 14, 2020 was 3,840,053 shares.

Can B Corp

FORM 10-Q

June 30, 2020

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets June 30, 2020 and December 31, 2019	3
	Consolidated Statements of Operations – Three and Six Months Ended June 30, 2020 and 2019	4
	Consolidated Statement of Comprehensive Loss – Three and Six Months Ended June 30, 2020 and 2019	5
	Consolidated Statement of Stockholders’ Deficiency Six months ended June 30, 2020 and 2019	6
	Consolidated Statements of Cash Flows – Six Months Ended June 30, 2020 and 2019	7
	Condensed Notes to Unaudited Consolidated Financial Statements.	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26
Item 3	Quantitative and Qualitative Disclosures About Market Risk.	28
Item 4	Controls and Procedures.	28
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29

2

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Can B̅ Corp. and Subsidiary

Consolidated Balance Sheets

	(Unaudited) June 30,			December 31,
	2020			2019
Assets
Current assets:
Cash and cash equivalents	$	390,201		$	46,540
Accounts receivable, less allowance for doubtful accounts of $385,468 and $0, respectively		1,496,836			1,251,609
Inventory		373,833			784,497
Note Receivable		23,787			24,268
Deposit - current		312,655			-
Prepaid expenses - current		1,259,604			1,279,901
Total current assets		3,856,916			3,386,815
Property and equipment, at cost less accumulated depreciation of $178,065 and $116,555, respectively		1,030,519			1,075,242
Other assets:
Deposit - noncurrent		21,287			21,287
Prepaid expenses - noncurrent		591,819			1,179,929
Other receivable – noncurrent		23,581			58,206
Intangible assets, net of accumulated amortization of $479,679 and $202,521, respectively		980,591			1,056,562
Investment in Marketable Securities		550,000			-
Goodwill		55,849			55,849
Right-of-Use Asset, net of amortization of $25,208 and $6,280, respectively		78,052			96,980
Total other assets		2,301,179			2,468,813
Total assets	$	7,188,614		$	6,930,870
Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable		377,307			226,467
Accrued officers’ compensation		240,410			144,363
Other accrued expenses payable		28,886			61,557
Notes and loans payable		1,164,138			35,000
Current portion of lease liability		40,941			38,281
Total current liabilities		1,851,682			505,668
Long-term liabilities:
Non-current portion of lease liability		37,786			58,998
Notes and loans payable		354,840			-
Total long-term liabilities		392,626			58,998
Total liabilities		2,244,308			564,666
Commitments and contingencies (Notes 15)
Stockholders’ equity:
Preferred stock, authorized 5,000,000 shares:
Series A Preferred stock, no par value:
authorized 20 shares, issued and outstanding 20 shares, respectively		5,539,174			5,539,174
Common stock, no par value; authorized 1,500,000,000 shares, issued and outstanding 3,421,338 and 2,680,937 shares, respectively		24,056,211			23,113,077
Additional Paid-in capital		872,976			872,976
Additional Paid-in capital – Stock Options (Note 12)		202,200			202,200
Accumulated deficit		(25,726,255	)		(23,361,223	)
Total stockholders’ equity		4,944,306			6,366,204
Total liabilities and stockholders’ equity	$	7,188,614		$	6,930,870

See notes to consolidated financial statements.

3

Can B̅ Corp and Subsidiary

Consolidated Statements of Operations

(Unaudited)

	Six Months Ended June 30,						Three Months Ended June 30,
	2020			2019			2020			2019
Revenues
Product Sales	$	774,091		$	1,147,139		$	204,684		$	631,779
Service Revenue		700			3,600			400			1,800
Total Revenues		774,791			1,150,739			205,084			633,579
Cost of product sales		169,594			561,757			48,045			299,204
Gross Profit		605,197			588,982			157,039			334,375
Operating costs and expenses:
Officers and director’s compensation (including stock-based compensation of $622,671, $834,230, $30,000 and $336,882, respectively)		1,020,755			1,274,688			382,082			829,138
Consulting fees (including stock-based compensation of $353,116, $953,914, $181,764 and $388,138, respectively)		423,022			1,091,086			206,614			427,335
Advertising expense		260,035			153,762			141,205			127,374
Hosting expense		12,136			7,917			5,793			7,467
Rent expense		121,652			12,344			29,046			484
Professional fees		325,136			112,016			134,958			74,180
Depreciation of property and equipment		8,103			14,297			4,008			11,532
Amortization of intangible assets		277,158			7,160			147,192			4,966
Reimbursed Expenses		40,963			62,776			20,674			35,474
Other		347,703			460,293			204,940			251,714
Total operating expenses		2,836,663			3,196,339			1,276,512			1,769,664
Loss from operations		(2,231,466	)		(2,607,357	)		(1,119,473	)		(1,435,289	)
Other income (expense):
Interest income		441			317			221			317
Interest expense (including amortized finance cost of $69,645 $0, $58,967 and $0, respectively)		(82,782	)		(2,965	)		(68,898	)		(2,519	)
Other income (expense) - net		(82,341	)		(2,648	)		(68,677	)		(2,202	)
Loss before provision for income taxes		(2,313,807	)		(2,610,005	)		(1,188,150	)		(1,437,491	)
Provision for income taxes		1,225			-			275			-
Net Loss	$	(2,315,032	)	$	(2,610,005	)	$	(1,188,425	)	$	(1,437,491	)
Net loss per common share - basic	$	(.79	)	$	(1.47	)	$	(0.39	)	$	(0.76	)
Net loss per common share - diluted	$	(0.64	)	$	(1.00	)	$	(0.32	)	$	(0.60	)
Weighted average common shares outstanding –
Basic		2,947,930			1,776,620			3,079,235			1,880,137
Diluted		3,614,610			2,603,610			3,745,915			2,384,289

See notes to consolidated financial statements.

4

Can B̅ Corp and Subsidiary

Consolidated Statements of Comprehensive Loss

(Unaudited)

	Six Months Ended June 30,						Three Months Ended June 30,
	2020			2019			2020			2019
Net Loss	$	(2,315,032	)	$	(2,610,005	)	$	(1,188,425	)	$	(1,437,491	)
Other comprehensive loss:
Unrealized loss on marketable securities		(50,000	)		-			(42,500	)		-
Comprehensive Loss	$	(2,365,032		$	(2,610,005	)	$	(1,230,925	)	$	(1,437,491	)

See notes to consolidated financial statements.

5

Can B̅ Corp. and Subsidiary

Consolidated Statements of Stockholders’ Deficiency (Unaudited)

	Preferred Stock A						Preferred Stock B						Preferred Stock C				Common Stock, no				Additional
	, no par value						, $0.001 par value						, $0.001 par value				par value				Paid-in		Accumulated
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Capital		Deficit			Total
Six Months Ended June 30, 2020
Balance, January 1, 2020		20		$	5,539,174			-		$	-			-	$	-		2,680,937	$	23,113,077	$	1,075,176	($	23,361,223	)	$	6,366,204
Issuance of common stock in
2020 for services rendered																		190,888		315,615							315,615
Issuance of common stock in
2020 for 300:1 reverse stock split rounding																		2,460		-							-
Issuance of common stock in 2020 pursuant to First Fire
note agreement																		119,508		295,780				,			295,780
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement																		142,545		80,182							80,182
Issuance of common stock in 2020 pursuant to Eagle Equities
note agreement																		20,000		8,745							8,745
Issuance of common stock in 2020 for acquisition of intangible assets																		235,000		201,187							201,187
Issuance of common stock in
2020 for compensation																		30,000		41,625							41,625
Net Loss																								(2,315,032	)		((2,315,032)
Other comprehensive loss																								(50,000	)		(50,000	)
Balance, June 30, 2020		20		$	5,539,174			-		$	-			-	$	-		3,421,338	$	24,056,211	$	1,075,176	($	25,726,255	)	$	4,944,306
Six Months Ended June 30, 2019
Balance, January 1, 2019		18		$	4,557,424			499,958		$	479			-	$	-		1,468,554	$	16,624,557	$	1,075,176	($	18,786,753	)	$	3,488,883
Issuance of common stock for retirement of Series A
Preferred Stock		(1	)		(10,500	)												33,333		10,500							-
Issuance of common stock for retirement of Series B Preferred Stock								(157,105	)		(157	)						67,405		157
Sale of common stock in Q1 & Q2 2019																		224,314		1,946,100							1,946,100
																											-
Issuance of common stock in 2019 for acquisition of
technology																		28,333		148,655							148,655
Issuance of common stock in 2019 for satisfaction of accrued
salaries																		2,227		54,340							54,340
Issuance of common stock in
2019 for compensation and services rendered																		159,737		1,156,944							1,156,944
Issuance of Series A Preferred stock pursuant to employment agreement		3			992,250																						992,250
Net loss																								(2,610,005	)		(2,610,005	)
Balance, June 30, 2019		20		$	5,539,174			342,853		$	322			-	$	-		1,983,903	$	19,941,253	$	1,075,176	($	21,378,758	)	$	6,366,204

See notes to consolidated financial statements.

6

Can B̅ Corp. and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,
	2020			2019
Operating Activities:
Net loss	$	(2,315,032	)	$	(2,610,005	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock-based compensation, net of prepaid stock- based consulting fees		975,787			1,788,144
Depreciation of property and equipment-General		8,103			14,296
Depreciation of property and equipment-COGS		53,407			24,973
Amortization of intangible assets		277,158			7,160
Amortization of original-issue-discount		69,645			-
Bad debt expense		131,985			-
Changes in operating assets and liabilities:
Accounts receivable		(377,212	)		(549,388	)
Inventory		410,664			(750	)
Prepaid expenses		(10,140	)		(7,850	)
Security deposit		-			28,940
Other receivable		34,625			(20,225	)
Right-of-use asset		376			(7,457	)
Accounts payable		150,840			18,076
Accrued officer’s compensation		96,047			-
Other accrued expenses payable		(32,671	)		(10,601	)
Net cash used in operating activities		(526,418	)		(1,324,687	)
Investing Activities:
Note receivable		481			-
Fixed assets additions		(16,787	)		(962,698	)
Intangible assets additions		-			(50,000	)
Investment in marketable security		(600,000	)		-
Net cash used in investing activities		(616,306	)		(1,012,698	)
Financing Activities:
Proceeds received from notes and loans payable		1,657,840			-
Repayments of notes and loans payable		(70,000	)		(3,364	)
Note payable finance cost		(101,455	)		-
Proceeds from sale of common stock		-			1,946,100
Net cash provided by financing activities		1,486,385			1,942,736
Increase (Decrease) in cash and cash equivalents		343,661			(394,649	)
Cash and cash equivalents, beginning of period		46,540			807,747
Cash and cash equivalents, end of period	$	390,201		$	413,098
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid	$	1,225		$	-
Interest paid	$	13,137		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock in acquisition of note payable (returnable shares)	$	312,655		$	-
Issuance of common stock in acquisition of note payable (commitment shares)	$	72,052		$	-
Amortization of prepaid issuance of common Stock for services rendered	$	618,547		$	497,220
Issuance of common stock in acquisition of intangible assets	$	201,187		$	148,635
Issuance of common stock in satisfaction of officer’s compensation	$	-		$	54,340

See notes to consolidated financial statements

7

Can B̅ Corp. and Subsidiary

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2020 and 2019

NOTE 1 – Organization and Description of Business

Can B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. Effective January 5, 2015, WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”), a New York corporation incorporated on April 2, 2008. The Company is in the process of dissolving Prosperity. The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company’s durable equipment products, such as sam® units with CBD infused pads, are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and DuramedNJ LLC (incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February1, 2019. The Company’s wholly owned subsidiary, Radical Tactical LLC (“Radical Tactical”), formed May 11, 2019, provides the marketplace with millennium targeted product lines such as vapes, gums, and kratom. The Company’s hemp aggregation business is run through NY Hemp Depot LLC (the “Hemp Depot”), which was formed on or around July 11, 2019. The Company’s hemp farming business is run through Green Grow Farms, Inc. (“Green Grow Farms”), which was acquired in August, 2019.

Effective December 27, 2010, WRAP effected a 10-for-1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1-for-10 reverse stock split of its common stock. Effective March 6, 2020 Can B̅ Corp effected a 300:1 reverse stock split of its common stock.

On May 15, 2017, WRAP changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”, “we”, “us”, “our”, “CANB”, “Can B̅” or “Registrant”).

Can B̅ specializes in the production and sale of a variety of hemp-derived cannabidiol (“CBD”) products such as oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates. Can B̅ is developing its own line of proprietary products as well as seeking synergistic value through acquisitions in the hemp industry. Can B̅ aims to be the premier provider of the highest quality hemp CBD products on the market through sourcing the very best raw material and developing a variety of products we believe will improve people’s lives in a variety of areas.

For the periods presented, the assets, liabilities, revenues, and expenses are those of CANB. Prosperity, Radical Tactical and NY Hemp Depot had no activity for the periods presented. Financial information for PHP, Duramed and Green Grow Farms in the periods have been consolidated with the Company’s financials.

NOTE 2 – Going Concern Uncertainty

The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of June 30, 2020, the Company had cash and cash equivalents of $390,201 and a working capital of $2,005,234. For the periods ended June 30, 2020 and 2019, the Company had net loss of $2,365,032 and $2,610,005, respectively. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through sales of shares of its common stock. Also, the Company plans to expand its operation of CBD products to increase its profitability. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

8

NOTE 3 – Summary of Significant Accounting Policies

(a) Principles of Consolidation

The consolidated financial statements include the accounts of CANB and its wholly-owned subsidiaries, Pure Health Products, Duramed, Prosperity Radical Tactical and Green Grow Farms. All intercompany balances and transactions have been eliminated in consolidation.

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

(c) Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value.

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

(d) Cash and Cash Equivalents

The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents.

(e) Accounts receivable

Accounts receivable are presented in the balance sheet net of the allowance for doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the industry, and the financial stability of its customers. Bad debt expense was $131,985 and $0 for the periods ended June 30, 2020 and 2019.

9

(f) Inventory

Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method.

(g) Prepaid expenses

Prepaid expenses include stock-based officer, employee and consulting compensation of $1,836,523 and $3,226,390 at June 30, 2020 and 2019, respectively. The Company’s policy is to record stock-based compensation as prepaids and expense over the term of employment and consulting agreements.

(h) Property and Equipment, Net

Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred.

(i) Intangible Assets, Net

Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets.

(j) Marketable Securities

Marketable securities are recorded at fair value with unrealized gains and losses included in income. The Company has classified its investments in 1,000,000 shares of Iconic Brands, Inc. as trading securities.

(k) Goodwill

The Company does not amortize goodwill, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded.

(l) Long-lived Assets

The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value.

(m) Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts.

10

Private Label Customers, Global CBD, LLC and TZ Wholesale, are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped.

Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured.

The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35 day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis.

(n) Cost of Product Sales

The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products.

(o) Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.” In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

In accordance with ASC 505-50, the Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete.

Options and warrants

The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year:

Risk-Free Interest Rate.

We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards.

Expected Volatility.

We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock.

11

Dividend Yield.

We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero.

Expected Term.

The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant.

Forfeitures.

Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods.

(p) Advertising

Advertising costs are expensed as incurred and amounted to $260,035 and $153,762 for the periods ended June 30, 2020 and 2019, respectively.

(q) Research and Development

Research and development costs are expensed as incurred. In the period ended June 30, 2020 and 2019, the Company spent $25,000 and $70,000 in research and development which was expenses as spent, respectively.

(r) Income Taxes

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability.

(s) Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 10, 11 and 12).

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(t) Reverse Stock-Split

On March 2, 2020, the Company filed an amendment to its Articles of Incorporation with the Florida Secretary of State to effect a 300-to-1 reverse stock split of its issued and outstanding, but not authorized, shares of Common Stock, as reported in the Company’s definitive Schedule 14C filed with the Securities and Exchange Commission on December 13, 2019.

All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect the reverse stock split for all periods presented.

(u) Recent Accounting Pronouncements

In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption.

(v) Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020.

(w) Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income.

NOTE 4 – Inventories

Inventories consist of:

	June 30, 2020		December 31, 2019
Raw materials	$	359,213	$	708,239
Finished goods		14,620		76,258
Total	$	373,833	$	784,497

NOTE 5 – Notes Receivable

Notes receivable consist of:

	June 30, 2020			December 31, 2019
Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020	$	19,389		$	19,389
Note receivable dated February 8, 2019 from an employee, weekly installments of $1,200 with interest at 8% per annum.		2,898			4,879
Note receivable dated March 3, 2020 from an employee, weekly installments of $125 with interest at 0% per annum.		1,500			-
Total		23,787			24,268
Current portion of notes receivable		(23,787	)		(24,268	)
Noncurrent portion of notes receivable	$	-		$	-

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NOTE 6 – Property and Equipment, Net

Property and Equipment, net, consist of:

	June 30,			December 31,
	2020			2019
Furniture & Fixtures	$	21,724		$	19,018
Office Equipment		12,378			12,378
Manufacturing Equipment		363,798			355,016
Medical Equipment		783,782			783,782
Leasehold Improvements		26,902			21,603
Total		1,208,584			1,191,797
Accumulated depreciation		(178,065	)		(116,555	)
Net	$	1,030,519		$	1,075,242

NOTE 7 – Intangible Assets, Net

Intangible assets, net, consist of:

	June 30,			December 31,
	2020			2019
Video conferencing software acquired by Prosperity in December 2009	$	30,000		$	30,000
Enterprise and audit software acquired  by Prosperity in April 2008		20,000			20,000
Patent costs incurred by WRAP		6,880			6,880
Hemp license and technology		1,000,000			1,000,000
CBD technology		198,655			198,655
Platform account contract		131,812			-
Hemp processing use		69,375			-
Other		3,548			3,548
Total		1,460,270			1,259,083
Accumulated amortization and Impairment		(479,679	)		(202,521	)
Net	$	980,591		$	1,056,562

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The CBD related technology were purchased from Hudilab, Inc. (“HUDI”) and Seven Chakras, LLC (“Seven Chakras”) during the three months ended March 31, 2019. On January 14, 2019, the Company and PHP (collectively, the “buyer”) entered into a License and Acquisition Agreement (the “LAA”) with HUDI. Pursuant to the LAA, HUDI will sell the technology owned by it to the buyer in exchange for 25,000 shares of CANB common stock. On January 14, 2019, the shares were issued to the owner of HUDI and valued at $131,625. On January 31, 2019, PHP entered into an Asset Purchase Agreement (the “Chakras Agreement”) with Seven Chakras. Pursuant to the Chakras Agreement, PHP purchased the rights and title to (i) Seven Chakras’ proprietary formulas, methods, trade secrets, and know-how related to the production of Seven Chakras’ products containing cannabidiol (CBD), (ii) Seven Chakras’ tradename, domain name, and social media sites, and (iii) other assets of Seven Chakras including but not limited to raw materials, equipment, packaging and labeling materials, mailing lists, and marketing materials. On February 20, 2019, the Company issued 3,333 shares of CANB common stock valued at $17,030 to owners of Seven Chakras as additional consideration, along with the $50,000 cash payments, pursuant to the Chakras Agreement.

The hemp related license and technology was purchased from Shi Farms during the three months ended September 30, 2019. Hemp Depot has been amalgamated with Green Grow Farms, also a NY State Hemp License holder and intends to contract with farmers in New York to grow hemp under a controlled program of specific strains, cultured feminized seeds, proven technology, and access to processing for their crop. NY Hemp Depot under Green Grow Farms Inc.’s direction will amalgamate the cultivated off-take from the farmers, combine and fill “super-sacks” for shipping to a processing facility to produce high-grade isolate or distillate for use in Can B̅’s manufacturing facility in Lacey WA.

The hemp processing use agreement with Mediiusa Group, Inc. was entered during the three months ended June 30, 2020. On June 23, 2020, the Company issued 50,000 shares of CANB common stock valued at $69,375. Mediiusa Group, Inc. currently holds a valid Industrial Hemp Processor Registration in full force and effect with the State of New York under Registration: HEMP-P-000035 (the “Registration”) and is authorized to process Hemp, and has granted a five year agreement to processing of Hemp for oil, isolate, or crude for further use by the Company and/or for sale by the Company. During the Term of this Agreement, Mediiusa Group, Inc. agrees to allow CANB to process any and all of the subject Hemp under and/or in connection with the agreement under their above-mentioned Registration.

The platform account contract with SRAX, Inc. was entered during the three months ended June 30, 2020. On June 22, 2020, the Company issued 185,000 shares of CANB common stock valued at $131,812. The Platform Account is the SRAX Investors Relations platform to grant access to potential investors and customers via the SRAX website. SRAX grants Can B Corp a non-exclusive, non-transferable and non- sublicensable right to access and use the Platform during the Term, solely by the Authorized Users for User’s own internal business purposes, and in accordance with the terms and conditions of this Agreement. Company reserves all rights in or to the Platform not expressly granted to User in the Agreement. Can B will have previously unattainable access to its customer base for improved investor communication and development of sales opportunities of the Company’s products.

The other intangible assets relate to the document management and email marketing divisions. Since December 31, 2017, the Company do not expect any future positive cash flow from these divisions. Accordingly, the net carrying value of these intangible assets was reduced to $0.

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NOTE 8 – Marketable Securities

Marketable securities consist of:

	June 30, 2020			December 31, 2019
Marketable securities, at cost	$	600,000		$	-
Unrealized losses		(50,000	)		-
Total marketable securities at fair value	$	550,000		$	-

NOTE 9 – Notes and Loans Payable

Notes and loans payable consist of:

	June 30, 2020			December 31, 2019
Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due)	$	5,000		$	5,000
Note payable to FirstFire Global Opportunities Fund, LLC, net of original issue discount of $44,654, due September 1, 2020.		550,000			-
Loan payable to Pasquale Ferro, interest at 12% per annum, due December 2020.		153,000			30,000
Note payable to Labrys Fund, LP, net of original issue discount of $21,041, due October 21, 2020.		225,000			-
Note payable to EMA Financial, LLC, net of original issue discount of $10,522, due June 17, 2021.		115,000			-
Note payable to Eagle Equities, LLC, net of original issue discount of $27,645, due June 17, 2021.		220,000			-
Note payable to U.S. Small Business Administration (PPP), interest at 1% per annum. The note matures in May 2022. Payments are deferred for six months.		194,940			-
Note payable to U.S. Small Business Administration (EIDL), interest at 3.75% per annum. The note matures in June 2050. Payments are deferred for twelve months.		159,900			-
Total Notes and Loans Payable		1,622,840			35,000
Less: Unamortized Finance Cost		(103,862	)		-
Total Notes and Loans Payable - Net		1,518,978			35,000
Less: Current Portion		(1,164,138	)		(35,000	)
Long-term Portion	$	354,840		$	-

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NOTE 10 – Preferred Stock

Each share of Series A Preferred Stock is convertible into 33,334 shares of CANB common stock and is entitled to 66,666 votes.

Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights.

Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of our common stock. Each Preferred Series C share is convertible into 25,000 shares of common stock. The shares of Series C Preferred Stock have voting rights as if fully converted.

On January 28, 2019, the Company issued 33,333 shares of CANB common stock to a consultant of the Company in exchange for the retirement of 1 share of CANB Series A Preferred Stock.

From February 21, 2019 to March 12, 2019, the Company issued aggregately 67,405 shares of CANB common stock to RedDiamond in exchange for the retirement of 157,105 shares of CANB Series B Preferred Stock.

On May 28, 2019, the Company issued 3 shares of CANB Series A Preferred Stock to Stanley L. Teeple pursuant to the employment agreement with him. The fair value of the issuance totaled at $1,203,000 and will be amortized over the vesting period of four years.

On April 26, 2019, the Company issued 6,436 shares of CANB common stock to RedDiamond in exchange for the retirement of 15,000 shares of CANB Series B Preferred Stock.

On May 1, 2019, the Company issued 8,581 shares of CANB common stock to RedDiamond in exchange for the retirement of 20,000 shares of CANB Series B Preferred Stock.

On May 9, 2019, the Company issued 23,710 shares of CANB common stock to RedDiamond in exchange for the retirement of 55,263 shares of CANB Series B Preferred Stock.

On June 7, 2019, the Company issued 10,726 shares of CANB common stock to RedDiamond in exchange for the retirement of 25,000 shares of CANB Series B Preferred Stock.

On August 13, 2019, the Company issued 97,607 shares of CANB common stock to RedDiamond in exchange for the retirement of 227,590 shares of CANB Series B Preferred Stock.

On December 16, 2019, the Company issued 35,666 shares of CANB common stock to RedDiamond as agreed for the early retirement of CANB Series B Preferred Stock converted in August 2019.

NOTE 11 – Common Stock

From January 4, 2019 to March 27, 2019, the Company issued aggregately 138,107 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $1,196,100.

On January 14, 2019, the Company issued 25,000 shares of CANB common stock to Hudilab, Inc. (“HUDI”), pursuant to a License and Acquisition Agreement for purchase of the technology owned by HUDI.

From January 18, 2019 to March 17, 2019, the Company issued aggregately 82,000 shares of CANB common stock to multiple consultants for services rendered.

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From January 19, 2019 to March 27, 2019, the Company issued aggregately 3,893 shares of CANB common stock to employee and officers of the Company pursuant to employee agreement and in satisfaction of accrued compensation for the quarter ended March 31, 2019.

On February 5, 2019, the Company issued 6,667 shares to the owner of TZ Wholesale LLC, pursuant to a Memorandum of Understanding (the “MOU”) dated November 9, 2018.

On February 20, 2019, the Company issued 3,333 shares of CANB common stock to owners of Seven Chakras pursuant to the Chakras Agreement dated January 31, 2019.

From April 1, 2019 through June 30, 2019 the Company issued an aggregate of 51,706 shares of CANB Common Stock to multiple consultants for services rendered.

From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 13,916 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 4,615 shares of Common Stock under the terms of executive employment agreements.

From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 86,207 shares of CANB shares under the terms of the Stock Purchase Agreements for total proceeds of $750,000.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,061 shares of CANB Common Stock to multiple consultants for services rendered.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,333 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 16,000 shares of Common Stock under the terms of executive employment agreements.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 155,241 shares of CANB shares under the terms of the Stock Purchase Agreements for total proceeds of $1,350,600.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 40,247 shares of CANB shares under the terms of the Joint Venture Agreement.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 122,258 shares of CANB Common Stock to multiple consultants for services rendered.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 14,167 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 5,000 shares of Common Stock under the terms of executive employment agreements.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 125,000 shares of CANB Common Stock under the terms of an inventory purchase agreement for total proceeds of $487,500.

From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 27,500 shares of CANB Common Stock to multiple consultants for services rendered.

18

From January 1, 2020 through March 31, 2020, the company issued an aggregate of 31,335 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 20,000 shares of CANB Common Stock to First Fire Global Opportunities Fund, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 99,508 shares of CANB Common Stock to FirstFire Global Opportunities Fund, LLC for returnable shares pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 111,734 shares of CANB Common Stock to multiple consultants for services rendered.

From April 1, 2020 through June 30, 2020, the company issued an aggregate of 20,319 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 30,000 shares of CANB Common Stock to an employee for services rendered.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 185,000 shares of CANB Common Stock to SRAX, Inc. according to a platform access agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 50,000 shares of CANB Common Stock to Mediiusa Group, Inc. according to a hemp processing use agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 24,545 shares of CANB Common Stock to Labrys Fund, L.P. for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 118,000 shares of CANB Common Stock to Labrys Fund, L.P. for returnable shares pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 20,000 shares of CANB Common Stock to Eagle Equities, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

NOTE 12 – Stock Options and Warrants

A summary of stock options and warrants activity follows:

	Shares of Common Stock Exercisable Into
	Stock
	Options			Warrants		Total
Balance, December 31, 2019		20,167			7,492		27,659
Granted in 2019		56,667			-		56,667
Cancelled in 2019		(167	)		-		(167	)
Exercised in 2019		-			-		-
Balance, December 31, 2019		76,667			7,492		84,159
Granted in Q1 & Q2 2020		-			-		-
Cancelled in Q1 & Q2 2020		-			-		-
Exercised in Q1 & Q2 2020		-			-		-
Balance, June 30, 2020		76,667			7,492		84,159

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Issued and outstanding stock options as of June 30, 2020 consist of:

Year	Number Outstanding		Exercise		Year of
Granted	And Exercisable		Price		Expiration
2018		20,000	$	0.3		2023
2019		56,667	$	0.3		2022
		76,667

On June 11, 2018, the Company granted 10,000 options of CANB common stock to Carl Dilley, a former director of the Company, in exchange for the retirement of a total of 10,000 shares of CANB common stock from Carl Dilley. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire June 11, 2023. The value of the Stock Options ($84,000) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $8.40 share price, (ii) 5 years term, (iii) 262.00% expected volatility, (iv) 2.80% risk free interest rate and the difference between this value and the fair value of retired shares was expensed in the quarterly period ended June 30, 2018.

On October 21, 2018, the Company granted 10,000 options of CANB common stock to Stanley L. Teeple, an officer and Director of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire October 1, 2023. The values of the Stock Options ($118,200) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $11.82 share price, (ii) 5 years term, (iii) 221.96% expected volatility, (iv) 3.05% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2018

On September 9, 2019, the Company granted 26,667 options of CANB common stock to Johnny Mack, a former officer of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire September 9, 2022. The values of the Stock Options ($192,000) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $7.20 share price, (ii) 3 years term, (iii) 242% expected volatility, (iv) 1.46% risk free interest rate and the fair value of options was expensed in the quarterly period ended September 30, 2019.

On October 15, 2019, the Company granted 10,000 options of CANB common stock each to Frederick Alger Boyer, Jr., Ronald A. Silver and James F. Murphy, directors of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire October 15, 2022. The values of the Stock Options ($63,000 each) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $6.30 share price, (ii) 3 years term, (iii) 242% expected volatility, (iv) 1.60% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2019.

Issued and outstanding warrants as of June 30, 2020 consist of:

Year	Number Outstanding		Exercise			Year of
Granted	And Exercisable		Price			Expiration
2010		825	$	300		2020
2018		6,667	$	13.034	(a)	2023
Total		7,492

(a) 110% of the closing price of the Company’s common stock on the date that the Holder funds the full purchase price of the Note.

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NOTE 13 – Income Taxes

No provisions for income taxes were recorded for the periods presented since the Company incurred net losses in those periods.

The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21% to pretax income (loss) as follows:

	Six Month Ended June 30,
	2020			2019
Expected income tax (benefit) at 21%	$	(486.157	)	$	(246,228	)
Non-deductible stock-based compensation		204,915			173,921
Increase in deferred income tax assets
valuation allowance		281,242			72,307
Provision for (benefit from) income taxes	$	-		$	-

Deferred income tax assets consist of:

	June 30,			December 31,
	2020			2019
Net operating loss carryforward	$	1,581,410		$	1,300,168
Valuation allowance		(1,581,410	)		(1,300,168	)
Net	$	-		$	-

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred income tax asset of $1,581,410 attributable to the future utilization of the $7,530,518 net operating loss carryforward as of June 30, 2020 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred income tax asset in the financial statements at June 30, 2020. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in years 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2033, 2034, 2035, 2036, 2037, 2038, 2039 and 2040 in the amount of $1,369, $518,390, $594,905, $686,775, $159,141, $151,874, $135,096, $166,911, $311,890, $25,511, $338,345, $381,638, $499,288, $716,858, $1,503,282, and $1,339,245, respectively.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

The Company’s U.S. Federal and state income tax returns prior to 2015 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The statute of limitations on the 2015 tax year returns expired in September 2019.

The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the consolidated balance sheets. There were no interest or penalties paid during 2020 and 2019.

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NOTE 14 – Segment Information

The Company has one reportable segment: Durable Equipment Products.

The accounting policies of the segment described above are the same as those described in Summary of Significant Accounting Policies in Note 3. The Company evaluates the performance of the Durable Equipment Products segment based on income (loss) before income taxes, which includes interest income.

	Durable Equipment Products
Three months ended March 31, 2020
Revenue from external customers		443,742
Revenue from other segments		-
Segment profit		259,489
Segment assets		2,259,478
Six months ended June 30, 2020
Revenue from external customers		527,942
Revenue from other segments		-
Segment profit		278,337
Segment assets		2,228,575

	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
Total profit for reportable segment	$	18,848	$	279,190
Other income (expense) - net		-		(853	)
Income before income taxes	$	18,848	$	278,337

NOTE 15 – Commitments and Contingencies

Employment Agreements

On October 3, 2017, the Company executed an Executive Employment Agreement with Marco Alfonsi (“Alfonsi”) for Alfonsi to serve as the Company’s chief executive officer and interim chief financial officer and secretary for cash compensation of $10,000 per month. Pursuant to the agreement, the Company issued a share of CANB Series A Preferred Stock to Alfonsi on October 4, 2017. Alfonsi may terminate his employment upon 30 days written notice to the Company. The Company may terminate Alfonsi’s employment upon written notice to Alfonsi by a vote of the Board of Directors. At October 21, 2018, this former agreement was terminated due to the execution of a new Employment Agreement with Marco Alfonsi for Alfonsi to serve as the Company’s chief executive officer and chairman of the board for cash compensation of $15,000 per month. Pursuant to the new agreement, three of the eight previously issued shares of CANB Series A Preferred Stock were returned to the Company and converted into 30,000,000 common shares. Alfonsi may terminate his employment upon 30 days written notice to the Company. The new agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Alfonsi, and also can be terminated by the Company due to the failure or neglect of Mr. Alfonsi to perform his duties, or due to the misconduct of Mr. Alfonsi in connection with the performance.

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On February 12, 2018, the Company executed an Executive Service Agreement (“Posel Agreement”) with David Posel. The Posel Agreement provides that Mr. Posel services as the Company’s Chief Operating Officer for a term of 4 years. The Posel Agreement also provides for compensation to Mr. Posel of $5,000 cash per month and the issuance of 1 share of Series A Preferred Stock at the inception of the Posel Agreement. The Posel Agreement can be terminated upon the resignation or death of Mr. Posel, and also can be terminated by the Company due to the failure or neglect of Mr. Posel to perform his duties, or due to the misconduct of Mr. Posel in connection with the performance. On February 12, 2018, 1 share of CANB Series A Preferred Stock were issued to Mr. Posel. Since execution of the Posel Agreement, Mr. Posel has been re-assigned to COO for Pure Health Products, the Company’s subsidiary.

On February 16, 2018, the Company executed an Executive Service Agreement (“Holtmeyer Agreement”) with Andrew W. Holtmeyer. The Holtmeyer Agreement provides that Mr. Holtmeyer serves as the Company’s Executive Vice President Business for a term of 3 years. The Holtmeyer Agreement also provides for compensation to Mr. Holtmeyer of $10,000 cash per month and the issuance of 3, 2 and 1 share of Series A Preferred Stock at the beginning of each year. The Holtmeyer Agreement can be terminated upon the resignation or death of Mr. Holtmeyer, and also can be terminated by the Company due to the failure or neglect of Mr. Holtmeyer to perform his duties, or due to the misconduct of Mr. Holtmeyer in connection with the performance. At December 29, 2018, this Holtmeyer Agreement was terminated due to the execution of a new Employment Agreement with Andrew W Holtmeyer. The second agreement provides that Mr. Holtmeyer serves as the Company’s Executive Vice President Business for a term of 4 years. The second agreement also provides for compensation to Mr. Holtmeyer of $15,000 cash per month and the issuance of 829 shares of common stock upon signing of the agreement. Effective April 1, 2020, Mr. Holtmeyer’s compensation was changed to a straight commission on sales and collection based upon his efforts in lieu of any base compensation. He also received no further Company benefits but does retain his previously issued five shares of Series Preferred A Stock.

On October 15, 2018, the Company executed an Employment Agreement (“Teeple Agreement”) with Stanley L. Teeple. The Teeple Agreement provides that Mr. Teeple services as the Company’s Chief Financial Officer and Secretary for a term of 4 years. The Teeple Agreement also provides for compensation to Mr. Teeple of $15,000 cash per month and the issuance of 1 share of Series A Preferred Stock proportionately vesting over four years beginning December 31, 2018 upon execution of the Teeple Agreement. The Teeple Agreement can be terminated upon the resignation or death of Mr. Teeple, and also can be terminated by the Company due to the failure or neglect of Mr. Teeple to perform his duties, or due to the misconduct of Mr. Teeple in connection with the performance. In May 2019 Mr. Teeple was granted an additional 3 shares of Series A Preferred.

On December 28, 2018, the Company executed an Employment Agreement (“Ferro Agreement”) with Pasquale Ferro for Mr. Ferro to serve as Pure Health Products’ president for cash compensation of $15,000 per month and the total issuance of 5 share of Series A Preferred Stock proportionately vesting at the beginning of each year for a term of 4 years. Mr. Ferro may terminate his employment upon 30 days written notice to the Company. The Ferro Agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Ferro, and also can be terminated by the Company due to the failure or neglect of Mr. Ferro to perform his duties, or due to the misconduct of Mr. Ferro in connection with the performance.

Effective September 6, 2019 (the “Effective Date”), Can B̅ Corp. (the “Company” or “CANB”) approved the appointment of Johnny J. Mack (“Mack”) as its President and Chief Operating Officer. Mack had been serving as the Company’s interim COO. The Company and Mack have entered into a new Employee Services Agreement (the “Mack Agreement”) to memorialize the terms of the foregoing. In consideration for Mack’s services, Mack would (i) receive a base salary of $15,000 per month, subject to increase after each yearly anniversary of the Agreement, (ii) be eligible to receive annual cash or stock bonuses, (iii) be entitled to four weeks’ vacation time and five paid days for illness in accordance with the Company’s policies, and (iv) receive a total of 106,667 options (“Mack Options”) to purchase shares of the Company’s common stock, with 26,667 Mack Options vesting on the effective date and additional tranches of 26,667 Mack Options vesting on each of the first, second, and third anniversaries of the Effective Date, assuming Mack’s continued employment. Each Option is exercisable at a price of $0.30 per share. The Company also agreed to hold harmless and indemnify Mack as authorized or permitted by law and the Company’s governing documents, as the same may be amended from time to time, except for acts constituting negligence or willful misconduct by Mack. The Company agreed to pay Mack a severance in the event the Mack Agreement is terminated by the Company without cause or by Mack for “good reason” or by reason of Mack’s death or disability. On October 4, 2019 Mack resigned from all of his officer and director positions and the Company settled his termination for payment of all accrued expenses, payout of all accrued time and base compensation of $13,315 and retention of his already earned 26,667 options. Mr. Mack has left the Company.

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In addition, on October 10^th, 2019 the Company appointed Philip Scala as its interim COO. Mr. Scala has acted as founder and CEO of Pathfinder Consultants International, Inc. (“Pathfinder”) since 2008. Pathfinder offers unique expertise and delivers the information you need to make informed decisions, whether in times of crisis or in the course of simply running your business. Prior to forming Pathfinder, Mr. Scala served the United States both as a Commissioned Officer in the US Army for five years followed by his 29 years of service with the FBI. Mr. Scala received his bachelor’s degree and Master of Business Administration in accounting from St. John’s University, he also earned a Master of Arts degree in Psychology from New York University. The Company has entered into an employment agreement with Mr. Scala. Pursuant to the agreement, Mr. Scala will receive a base salary of $2,500 per month. He will be entitled to incentive bonuses and pay increases in accordance with the Company’s normal policies and procedures. Mr. Scala will also receive options to buy 1,667 common shares of the Company at a price of $0.30 for a period of three years. The initial term of the agreement is for 90 days. The agreement renews for additional 90-day periods unless terminated by either party. The agreement otherwise contains standard covenants and conditions.

Consulting Agreements

On July 15, 2020, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the “Advisory Agreement”). Pursuant to the Advisory Agreement, we agreed to pay the Consulting Firm a restricted common stock monthly fee of $5,000 per month for the initial 3 months., $6,250 per month for months 4-6., $7,500 per month for month 7 and after. At CANB’s option, the monthly fee may be payable in part or in whole in cash. Monthly Fee, such amount shall be paid via issuance of restricted common shares of CANB. The shares are to be issued in the name of Tysadco Partners. The number of common shares earned each month shall be calculated and issued on a quarterly basis prior to each 90-day period and based on the value at the closing price on the last day of the preceding period. All common shares earned by the Consultant pursuant to this Agreement shall be issued by CANB on a quarterly basis. CT shall not have registration rights, and the shares may be sold subject to Rule 144.

On December 8, 2019, the Company executed a Consulting Agreement with Seacore Capital, Inc. (“Seacore”) for Seacore to serve as the Company’s consultant for stock compensation of a total of 8,333 restricted shares each quarter from 4^th quarter 2019 through 3^rd quarter 2020. The shares shall not have registration rights, and the shares may be sold subject to Rule 144.

Lease Agreements

On December 1, 2014, Prosperity entered into a lease agreement with KLAM, Inc. for office space in Hicksville, New York for an initial term of one year commencing December 1, 2014. The lease provides for monthly rentals of $2,500 and provides Prosperity an option to renew the lease after the initial term. The Company has continued to occupy this space after November 30, 2015 under a month to month arrangement at $2,500 per month. This lease was terminated in January 2019.

On September 11, 2015, the Company executed a lease agreement with an unrelated third party for office space in Hicksville, New York for a term of 37 months. The lease provides for monthly rentals of $2,922 for lease year 1, $3,009 for lease year 2, and $3,100 for lease year 3. The lease also provides for additional rent based on increases in base year operating expenses and real estate taxes. On August 6, 2018, the Company renewed the lease agreement for a term of 36 months starting November 1, 2018. The lease provides for monthly rentals of $3,193 for lease year 1, $3,289 for lease year 2, and $3,388 for lease year 3. In October 2019, the Company modified and extended the lease agreement for a term of 30 months starting November 1, 2019. The lease provides for monthly rentals of $3,807.05 for year 1 and $3,921.26 for the remaining eighteen months. The original $100,681 right-of-use asset and $90,591 lease liability was adjusted to $103,260 with the modification.

The Company leases office space in numerous medical facilities under month-to-month agreements.

Rent expense for the period ended June 30, 2020 and 2019 was $121,652 and $12,344, respectively.

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At June 30, 2020, the future minimum lease payments under non-cancellable operating leases were:

Year ended December 31, 2020	$	23,071
Year ended December 31, 2021		47,055
Year ended December 31, 2022		15,685
Total	$	85,811

The lease liability of $78,727 at June 30, 2020 as presented in the Consolidated Balance Sheet represents the discounted (at our 10% estimated incremental borrowing rate) value of the future lease payments of 85,811 at June 30, 2020.

Major Customers

For the six months ended June 30, 2020, there were no customers that accounted for more than 10% of total revenues.

For the six months ended June 30, 2020, there were no customer accounted for more than 10% of total revenues.

NOTE 16 – Related Party Transactions

LI Accounting Associates, LLC (LIA), an entity controlled by a relative of the Managing Member PHP, is a vendor of CANB. At June 30, 2020, CANB has an account payable due to LIA totaling $6,600. For the six months ended June 30, 2020, CANB had expenses to LIA of $42,600.

During the six months ended June 30, 2020, we had products and service sales to related parties totaling $0.

NOTE 17 – Subsequent Events

In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through August 14, 2020, the date on which these consolidated financial statements were available to be issued. There were material subsequent events that required recognition or additional disclosure in these consolidated financial statements as follows:

By written consent and after careful review by the majority of the Shareholders of Can B Corp., the Company Shareholders approved an Incentive Stock Option Plan to be administered at the direction of the Board of Directors, and also approved a Certificate of Amendment to the Certificate of Designation for the Company’s Preferred Series A stock.

The Company executed an exchange agreement whereby shares of Iconic Brands, Inc. held by the Company were exchanged for shares of stock in the Company held by Iconic Brands, Inc. The valuation of the respective shares were deemed to be an economic equal value exchange.

The Company’s Form A-1 was qualified on August 7, 2020.

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

Can B̅ Corp. was originally formed as a Florida corporation on October 11, 2005, under the name of WrapMail, Inc. Effective January 5, 2015, we acquired 100% ownership of Prosperity Systems, Inc., which the Company is in the process of dissolving. Effective December 28, 2018, we acquired 100% ownership of Pure Health Products. In November 2018, we formed Duramed, Inc. as a wholly-owned subsidiary. In May 2019, we formed DuramedNJ, LLC and Radical Tactical LLC, as wholly-owned subsidiaries. In July 2019, we formed NY Hemp Depot LLC, as a wholly-owned subsidiary. In August 2019, we acquired Green Grow Farms, Inc., as a wholly-owned subsidiary.

We manufacture and sell products containing CBD. We also provide document, project, marketing and sales management systems to our residual business clients through our website and proprietary software, which divisions are being wound down. The consolidated financial statements include the accounts of CANB and its wholly owned subsidiary Pure Health Products from the date of its acquisition on December 28, 2018.

Results of Operations

Three months ended June 30, 2020 compared with three months ended June 30, 2019.

Revenues decreased $428,495 from $633,579 in 2019 to $205,084 in 2020. The decrease was due to the impact of the COVID-19 outbreak.

Cost of product sales decreased $251,159 from $299,204 in 2019 to $48,045 in 2020 due to the reduction in sales caused by the Covid-19 outbreak.

Officers and director’s compensation and payroll taxes decreased $447,056 from $829,138 in 2019 to $382,082 in 2020. The 2019 expense amount ($829,138) includes additional stock-based compensation of ($336,882) pursuant to their respective employment agreements and related payroll taxes ($10,968). The 2020 expense amount ($382,082) includes additional stock-based compensation of ($30,000) pursuant to their respective employment agreements and related payroll taxes ($6,923).

Consulting fees decreased $220,721 from $427,335 in 2019 to $206,614 in 2020. The 2019 expense amount ($427,335) includes stock-based compensation of $388,138, resulting from stock issued for the service of consultants. The 2020 expense amount ($206,614) includes stock-based compensation of $181,764, resulting from stock issued for the service of consultants.

Advertising expense increased $13,831 from $127,374 in 2019 to $141,205 in 2020.

Hosting expense decreased $1,674 from $7,467 in 2019 to $5,793 in 2020.

Rent expense increased $28,562 from $484 in 2019 to $29,046 in 2020.

Professional fees increased $60,778 from $74,180 in 2019 to $134,958 in 2020.

Depreciation of property and equipment decreased $7,524 from $11,532 in 2019 to $4,008 in 2020.

Amortization of intangible assets increased $142,226 from $4,966 in 2019 to $147,192 in 2020.

Reimbursed expenses decreased $14,800 from $35,474 in 2019 to $20,674 in 2020.

Other operating expenses decreased $46,774 from $251,714 in 2019 to $204,940 in 2020.

Net loss decreased $249,066 from $1,437,491 in 2019 to $1,188,425 in 2020. The decrease was due to the $493,152 decrease in total operating expenses offset by the $66,475 increase in other expense – net, the $275 increase in provision for income taxes and the $177,336 decrease in gross profit.

Six months ended June 30, 2020 compared with six months ended June 30, 2019.

Revenues decreased $375,948 from $1,150,739 in 2019 to $774,791 in 2020. The decrease was due to the impact of the COVID-19 outbreak.

Cost of product sales decreased $392,163 from $561,757 in 2019 to $169,594 in 2020 due to the reduction in sales caused by the Covid-19 outbreak.

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Officers and director’s compensation and payroll taxes decreased $253,933 from $1,274,688 in 2019 to $1,020,755 in 2020. The 2019 expense amount ($1,274,688) includes additional stock-based compensation of ($834,230) pursuant to their respective employment agreements and related payroll taxes ($9,586). The 2020 expense amount ($1,020,755) includes additional stock-based compensation of ($622,671) pursuant to their respective employment agreements and related payroll taxes ($25,052).

Consulting fees decreased $668,064 from $1,091,086 in 2019 to $423,022 in 2020. The 2019 expense amount ($1,091,086) includes stock-based compensation of $953,914, resulting from stock issued for the service of consultants. The 2020 expense amount ($423,022) includes stock-based compensation of $353,116, resulting from stock issued for the service of consultants.

Advertising expense increased $106,273 from $153,762 in 2019 to $260,035 in 2020.

Hosting expense increased $4,219 from $7,917 in 2019 to $12,136 in 2020.

Rent expense increased $109,308 from $12,344 in 2019 to $121,652 in 2020.

Professional fees increased $213,120 from $112,016 in 2019 to $325,136 in 2020.

Depreciation of property and equipment decreased $6,194 from $14,297 in 2019 to $8,103 in 2020.

Amortization of intangible assets increased $269,998 from $7,160 in 2019 to $277,158 in 2020.

Reimbursed expenses decreased $21,813 from $62,776 in 2019 to $40,963 in 2020.

Other operating expenses decreased $112,590 from $460,293 in 2019 to $347,703 in 2020.

Net loss decreased $294,973 from $2,610,005 in 2019 to $2,315,032 in 2020. The decrease was due to the $359,676 decrease in total operating expenses offset by the $79,693, increase in other expense – net, the $1,225 increase in provision for income taxes and the $16,215 increase in gross profit.

Liquidity and Capital Resources

At June, 2020, the Company had cash and cash equivalents of $390,201 and a working capital of $2,005,234. Cash and cash equivalents increased $343,661 from $46,540 at December 31, 2019 to $390,201 at June 30, 2020. For the six months ended June 30, 2020, $1,486,385 was provided by financing activities, $526,418 was used in operating activities, and $616,306 was used in investing activities.

The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

We currently have no commitments with any person for any capital expenditures.

We have no off-balance sheet arrangements.

Trend Information

The novel coronavirus disease of 2019 (“COVID-19”) outbreak has affected the Company’s operations as set forth above. The full impact of the COVID-19 outbreak continues to evolve. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the foreseeable future, however, as a direct result of medical offices closure in our primary area of operations, our sales for second quarter are down approximately 60% year over year and quarter over quarter. Our expectation that as business open, and in particular medical offices, that our recovery will progress in sync with the speed of the business openings.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of June 30, 2020, our principal executive officer and principal financial officer conducted an evaluation regarding the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the evaluation of these controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

(B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting in our fiscal quarter for the period June 30, 2020 covered by this Quarterly Report on Form 10-Q, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide risk factors in this Form 10-Q, however The Company has been directly impacted and has experienced moderate interruption during this challenging COVID-19 pandemic. In accordance with applicable federal and state guidelines, the Company has implemented and prioritized strict social distancing measures, good manufacturing practices, proper sanitization measures, and new manufacturing guidelines. Although several Company customers have experienced business shutdowns during the last few weeks, this had not dramatically impacted our online ordering and/or initiating new direct shipment orders.

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

Sales of unregistered securities during the six months ended June 30, 2020 are as follows:

From January 1, 2020 through March 31, 2020, the company issued an aggregate of 27,500 shares of CANB Common Stock to multiple consultants for services rendered.

From January 1, 2020 through March 31, 2020, the company issued an aggregate of 31,335 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From January 1, 2020 through March 31, 2020, the company issued an aggregate of 20,000 shares of CANB Common Stock to FirstFire Global Opportunities Fund, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

From January 1, 2020 through March 31, 2020, the company issued an aggregate of 99,508 shares of CANB Common Stock to FirstFire Global Opportunities Fund, LLC for returnable shares pursuant to a junior convertible promissory note purchase agreement.

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From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 111,734 shares of CANB Common Stock to multiple consultants for services rendered.

From April 1, 2020 through June 30, 2020, the company issued an aggregate of 20,319 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 30,000 shares of CANB Common Stock to an employee for services rendered.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 185,000 shares of CANB Common Stock to SRAX, Inc. according to a platform access agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 50,000 shares of CANB Common Stock to Mediiusa Group, Inc. according to a hemp processing use agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 24,545 shares of CANB Common Stock to Labrys Fund, L.P. for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 118,000 shares of CANB Common Stock to Labrys Fund, L.P. for returnable shares pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 20,000 shares of CANB Common Stock to Eagle Equities, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

With respect to the transactions noted above, each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

3.1A	Articles of Incorporation, as amended(1)
3.1B	Articles of Amendment with Series C Certificate of Designation
3.2	Bylaws(2)
10.1	Hemp processing use agreement with Mediiusa Group, Inc.
10.2	Platform Account Contract with SRAX, Inc.
10.3	Stock Exchange Agreement with Iconic Brands, Inc.
31.1	Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)	Filed with the Annual Report on Form 10-K filed with the SEC on April 2, 2020 and incorporated herein by reference.
(2)	Filed with the Form S-1 Registration Statement filed with the SEC on December 2, 2015 and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Can B Corp.
Date: August 19, 2020	By:	/s/ Marco Alfonsi
		Marco Alfonsi, Chief Executive Officer
Date: August 19, 2020	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple, Chief Financial Officer

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EX-3.1B

Exhibit 3.1B

 

 

EXHIBIT B

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE

SERIES C CONVERTIBLE PREFERRED STOCK OF CAN B̅ CORP.

I, Marco Alfonsi, hereby certify that I am the Chief Executive Officer of Can B̅ Corp. (the “Company”), a corporation organized and existing under the Florida Business Corporation Act (the “FBCA”), and further do hereby certify:

That, pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), the Board on May 26, 2020, adopted the following resolutions creating a series of shares of preferred stock designated as Series C Convertible Preferred Stock, none of which shares have been issued:

RESOLVED, that the Board hereby designates the Series C Convertible Preferred Stock and the number of shares constituting such series, and fixes the rights, powers, preferences, privileges and restrictions relating to such series in addition to any set forth in the Articles of Incorporation as follows:

TERMS OF SERIES C CONVERTIBLE PREFERRED STOCK

1. Designation and Number of Shares. There shall hereby be created and established a series of preferred stock of the Company designated as “Series C Convertible Preferred Stock” (the “Preferred Shares”). The authorized number of Preferred Shares shall be 2,000 shares. Each Preferred Share shall have a par value of $0.001. Capitalized terms not defined herein shall have the meanings as set forth in Section 17 below.

2. Ranking. All Preferred Shares shall rank senior to all shares of Common Stock of the Company with respect to the preferences as to distributions of dividends and shall rank pari passu to all current and future series of preferred stock, unless otherwise stated in the certificate of designation for such preferred stock. In the event of the merger or consolidation of the Company with or into another corporation, the Preferred Shares shall maintain their relative rights, powers, preferences, privileges, and designations provided for herein and no such merger or consolidation shall result inconsistent therewith.

3. Dividends.

(a) From and after the date of issuance of each share of Preferred Shares (the “Initial Issuance Date”), each holder of a Preferred Share (each, a “Holder” and collectively, the “Holders”) shall be entitled to receive dividends (the “Dividends”) when, as, and if declared by the Board. Dividends shall be paid by the Company out of funds legally available therefor, in shares of Common Stock or cash, at a rate equal to the amount of Dividends payable to each shares of Common Stock multiplied by the Conversion Rate, as adjusted, for each Preferred Share held. Dividends shall be non-cumulative and not compounding and, if applicable, shall be payable quarterly, on the date or dates designated by the Board of Directors (each, a “Dividend Date”). If a Dividend Date is not a Business Day (as defined below), then the Dividend shall be due and payable on the Business Day immediately following such Dividend Date.

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(b) Dividends shall be payable on each Dividend Date, to the Holders of record of the Preferred Shares on the applicable Dividend Date, in shares of Common Stock (the “Dividend Shares”); provided, however, that the Company may, at its option, pay Dividends on any Dividend Date in cash (the “Cash Dividends”) or in a combination of Cash Dividends and Dividend Shares. The Company shall deliver a written notice (each, a “Dividend Election Notice”) to each Holder (the date such notice is delivered to all of the Holders, the “Dividend Notice Date”), which notice confirms that Dividends to be paid on such Dividend Date shall be paid as Cash Dividends, Dividend Shares, or as a combination of Dividend Shares and Cash Dividends and, in any event, specifies the amount of Dividends that shall be paid as Cash Dividends and the amount of Dividends, if any, that shall be paid in Dividend Shares.

(c) When any Dividend Shares are to be paid on an Dividend Date to any Holder, the Company shall (i) (A) provided that (x) the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (y) such Dividend Shares to be so issued are eligible for resale pursuant to Rule 144 (as defined in the Securities Agreement), credit such aggregate number of Dividend Shares to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit and Withdrawal at Custodian system, or (B) if either of the immediately preceding clauses (x) or (y) is not satisfied, issue and deliver on the applicable Dividend Date, to the address set forth in the register maintained by the Company for such purpose or to such address as specified by such Holder in writing to the Company at least two (2) Business Days prior to the applicable Dividend Date, a certificate, registered in the name of such Holder or its designee, for the number of Dividend Shares to which such Holder shall be entitled and (ii) with respect to each Dividend Date, pay to such Holder, in cash by wire transfer of immediately available funds, the amount of any Cash Dividend. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of Dividend Shares.

4. Conversion. Each Preferred Share shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock (as defined below) on the terms and conditions set forth in this Section 4.

(a) Holder’s Conversion Right. At any time or times after the Initial Issuance Date, each Holder shall be entitled to convert any whole number of Preferred Shares into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below).

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(b) Conversion Rate. The number of validly issued, fully paid and non-assessable shares of Common Stock issuable upon conversion (the “Conversion Shares”) of each Preferred Share pursuant to Section 4(a) shall be 25,000 (the “Conversion Rate”). No fractional shares of Common Stock are to be issued upon the conversion of any Preferred Shares. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.

(c) Mechanics of Conversion. The conversion of each Preferred Share shall be conducted in the following manner:

(i) Holder’s Conversion. To convert Preferred Shares into validly issued, fully paid and non-assessable shares of Common Stock on any date (a “Conversion Date”), a Holder shall deliver (whether via facsimile or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 4(c)(vi), within three (3) Trading Days following a conversion of any such Preferred Shares into Common Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Company the original certificates representing the share(s) of Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid.

(ii) Company’s Response. On or before the second (2^nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the fifth (5^th) Trading Day following the date of receipt by the Company of such Conversion Notice, the Company shall (1) provided that (x) the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program and (y) such Conversion Shares to be so issued are eligible for resale pursuant to Rule 144 (as defined in the Securities Agreement) credit such aggregate number of Conversion Shares to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if either of the immediately preceding clauses (x) or (y) are not satisfied, issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of Conversion Shares to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(vi) is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holder, as soon as practicable and in no event later than five (5) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (or its designee) a new Preferred Share Certificate representing the number of Preferred Shares not converted.

3

(iii) Record Holder. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(iv) Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to a Holder within five (5) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Preferred Shares (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to such Holder, such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any Preferred Shares that have not been converted pursuant to such Holder’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Certificate of Designation or otherwise.

(v) Pro Rata Conversion; Disputes. In the event the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred Shares submitted for conversion, the Company shall convert from each Holder electing to have Preferred Shares converted on such date a pro rata amount of such Holder’s Preferred Shares submitted for conversion on such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 22.

4

(vi) Book-Entry. Notwithstanding anything to the contrary set forth in this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, no Holder thereof shall be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(vi)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear one or more legends, including the following legend:

ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATION RELATING TO THE SHARES OF SERIES C PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES C PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES C PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(vi) OF THE CERTIFICATE OF DESIGNATION RELATING TO THE SHARES OF SERIES C PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

(d) Taxes. The Holder shall pay any and all documentary, stamp, transfer (but only in respect of the registered holder thereof), issuance and other similar taxes that may be payable with respect to the issuance and delivery of shares of Common Stock upon the conversion of Preferred Shares.

(e) Stockholder Approval. Notwithstanding anything herein to the contrary, the Company shall not issue any shares of Common Stock upon conversion of any Preferred Shares or otherwise pursuant to this Certificate of Designation, until the Company obtains the Stockholder Approval, to the extent such Stockholder Approval is necessary for such issuance.

5. Adjustment of Conversion Rate upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Rate in effect immediately prior to such subdivision will be proportionately increased. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior to such combination will be proportionately reduced. Any adjustment pursuant to this Section 5 shall become effective immediately after the effective date of such subdivision or combination.

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6. Authorized Shares.

(a) Reservation. So long as any of the Preferred Shares are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, as of any given date, the sum of 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Preferred Shares issued or issuable by the Company and assuming, for purposes hereof, that all the Preferred Shares have been issued and without taking into account any limitations on the issuance of securities set forth herein (the “Required Amount”). The initial number of shares of Common Stock reserved for conversions of the Preferred Shares and each adjustment in the number of shares so reserved shall be allocated pro rata among the Holders based on the number of Preferred Shares held by each Holder on the Initial Issuance Date or adjustment in the number of reserved shares (as the case may be) (the “Authorized Share Allocation”). In the event a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number of Preferred Shares then held by such Holders.

(b) Insufficient Authorized Shares. If, notwithstanding Section 7(a) and not in limitation thereof, at any time while any of the Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unissued shares of Common Stock to satisfy its obligation to have available for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Amount, then the Company shall take all action necessary to increase the Company’s available authorized shares of Common Stock to an amount sufficient to allow the Company to reserve and have available the Required Amount for all of the Preferred Shares then outstanding.

7. Voting Rights. Each Preferred Share, while such Preferred Share remains unconverted, shall have voting rights equal to the Conversion Rate. To the extent that under the FBCA the vote of the holders of the Preferred Shares, voting separately as a class or series as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the holders of all of the Preferred Shares, voting together in the aggregate and not in separate series unless required under the FBCA, represented at a duly held meeting at which a quorum is presented or by written consent of all of the Preferred Shares (except as otherwise may be required under the FBCA), voting together in the aggregate and not in separate series unless required under the FBCA, shall constitute the approval of such action by both the class or the series, as applicable. To the extent that under the FBCA holders of the Preferred Shares are entitled to vote on a matter with holders of shares of Common Stock, voting together as one class, each Preferred Share shall entitle the Holder thereof to cast 25,000 votes, subject to adjustment pursuant to Section 5. Holders of the Preferred Shares shall be entitled to written notice of all stockholder meetings or written consents (and copies of proxy materials and other information sent to stockholders) with respect to which they would be entitled by vote, which notice would be provided pursuant to the Company’s bylaws and the FBCA.

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8. Liquidation, Dissolution, Winding-Up. In the event of a Liquidation Event, no Holder of Preferred Shares shall be entitled to receive distributions, of cash or otherwise, unless such Holder is also a holder of Common Stock or other securities of the Company, and then only in proportion to such Common Stock or other securities held by such Holder.

9. Participation. Subject to any adjustments pursuant to Section 5, the Holders shall, as holders of Preferred Shares, be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock to the same extent as if such Holders had converted each Preferred Share held by each of them into shares of Common Stock (without regard to any limitations on conversion herein or elsewhere) and had held such shares of Common Stock on the record date for such dividends and distributions. Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of shares of Common Stock.

10. Lost or Stolen Certificates. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any certificates representing Preferred Shares (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of an indemnification undertaking by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of the certificate(s), the Company shall execute and deliver new certificate(s) of like tenor.

11. Failure or Indulgence Not Waiver. No failure or delay on the part of a Holder or the Company in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. This Certificate of Designation shall be deemed to be jointly drafted by the Company and all Holders and shall not be construed against any Person as the drafter hereof.

12. Notices. The Company shall provide each Holder of Preferred Shares with prompt written notice of all actions taken pursuant to the terms of this Certificate of Designation, including in reasonable detail a description of such action and the reason therefor. Whenever notice is required to be given under this Certificate of Designation, unless otherwise provided herein, such notice must be in writing and shall be given in accordance with the Securities Agreement.

13. Transfer of Preferred Shares. A Holder may only transfer some or all of its Preferred Shares with the prior written consent of the Company.

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14. Preferred Shares Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holders), a register for the Preferred Shares, in which the Company shall record the name, address and facsimile number of the Persons in whose name the Preferred Shares have been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Preferred Shares is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any properly made transfers.

15. Stockholder Matters; Amendment.

(a) Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the FBCA, the Articles of Incorporation, this Certificate of Designation or otherwise with respect to the issuance of Preferred Shares may be effected by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance with the applicable rules and regulations of the FBCA. This provision is intended to comply with the applicable sections of the FBCA permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.

(b) Amendment. This Certificate of Designation or any provision hereof may be amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance with the FBCA, of the Required Holders, voting separate as a single class, and with such other stockholder approval, if any, as may then be required pursuant to the FBCA and the Articles of Incorporation.

16. Payments to Holders. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designation, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing, provided that such Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and such Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Certificate of Designation is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day.

17. Certain Defined Terms. For purposes of this Certificate of Designation, the following terms shall have the following meanings:

(a) “1934 Act” means the Securities Exchange Act of 1934, as amended.

(b) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

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(c) “Common Stock” means (i) the Company’s shares of common stock, Nil par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(d) “Conversion Rate” means 25,000, subject to adjustment as set forth herein.

(e) “Fundamental Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer that is accepted by the holders of more than fifty percent (50%) of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than fifty percent (50%) of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination); or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of fifty percent (50%) of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.

(f) “Liquidation Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries, taken as a whole.

(g) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(h) “Principal Market” means the OTCPINK, OTCQB, OTCQX, or any national securities exchange on which the Company’s Common Stock is listed.

(i) “Required Holders” means the holders of at least 51% of the outstanding Preferred Shares.

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(j) “Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act of 1933, as amended, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

(k) “SEC” means the Securities and Exchange Commission or the successor thereto.

(l) “Securities” means, collectively, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares.

(m) “Securities Agreement” for each Holder shall mean the Securities Agreement and between the Company and the Holder pursuant to which the Holder acquired its Preferred Share(s).

(n) “Stockholder Approval” means, for the purposes of this Certificate of Designation and any other Transaction Document, the affirmative approval of the stockholders of the Company providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market.

(o) “Subscription Date” of a holder means the date the Securities Agreement is duly executed by all parties thereto.

(p) “Subsidiary” or “Subsidiaries” means any subsidiary of the Company, including, where applicable, any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

(q) “Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Required Holders.

(r) “Transaction Documents” for any Holder means this Certificate of Designation, the Securities, the Securities Agreement and each of the other agreements and instruments entered into or delivered by the Company or the Holder in connection with the transactions contemplated thereby, all as may be amended from time to time in accordance with the terms hereof or thereof.

(s) “Voting Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers, trustees or other similar governing body of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation of Series C Convertible Preferred Stock to be signed by its Chief Executive Officer on this ___ day of May, 2020.

COMPANY
By:
Name:	Marco Alfonsi
Title:	Chief Executive Officer

10

EXHIBIT I

CAN B̅ CORP.

CONVERSION NOTICE

Reference is made to the Certificate of Designation, Preferences and Rights of the Series C Convertible Preferred Stock of Can B̅ Corp. (the “Certificate of Designation”). In accordance with and pursuant to the Certificate of Designation, the undersigned hereby elects to convert the number of shares of Series C Convertible Preferred Stock, $0.001 par value per share (the “Preferred Shares”), of Can B̅ Corp., a Florida corporation (the “Company”), indicated below into shares of common stock, $0.001 value per share (“Common Shares”), of the Company, as of the date specified below.

Date of Conversion:

Number of Preferred Shares to be converted:

Share certificate number:

Tax ID Number (If applicable):

Conversion Rate**:

Number of Common Shares to be issued:

Please issue the Common Shares into which the Preferred Shares are being converted in the following name and to the following address:

Issue to: _______________________________________________________________

                 _______________________________________________________________

Address: _______________________________________________________________

Telephone Number: ______________________________________________________

Facsimile Number: _______________________________________________________

Holder:

Signature: ___________________________________________________

Name/Title: _________________________________________________

Dated: _______________________________________________

Account Number (if electronic book entry transfer): ___________________________________________

Transaction Code Number (if electronic book entry transfer): ___________________________________

** Subject to adjustment pursuant to Section 5 of the Certificate of Designation.

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EXHIBIT II

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby directs [  ] to issue the above indicated number of shares of Common Stock in accordance with the Irrevocable Transfer Agent Instructions dated __________, 20___ from the Company and acknowledged and agreed to by [  ].

COMPANY NAME

By:

Name:

Title:

12

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Stanley L. Teeple, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Can B Corp..;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: August 19, 2020	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple, Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Can B Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Marco Alfonsi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 19, 2020	By:	/s/ Marco Alfonsi
		Marco Alfonsi Chief Executive Officer
		(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Can B Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Marco Alfonsi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(3)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(4)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 19, 2020	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple, Chief Financial Officer (Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2020	Aug. 14, 2020
Cover [Abstract]
Entity Registrant Name	Can B Corp
Entity Central Index Key	0001509957
Document Type	10-Q
Document Period End Date	Jun. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,840,053
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020

XML

Consolidated Balance Sheets - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 390,201	$ 46,540
Accounts receivable, less allowance for doubtful accounts of $385,468 and $0, respectively	1,496,836	1,251,609
Inventory	373,833	784,497
Note Receivable	23,787	24,268
Deposit - current	312,655
Prepaid expenses - current	1,259,604	1,279,901
Total current assets	3,856,916	3,386,815
Property and equipment, at cost less accumulated depreciation of $178,065 and $116,555, respectively	1,030,519	1,075,242
Other assets:
Deposit - noncurrent	21,287	21,287
Prepaid expenses - noncurrent	591,819	1,179,929
Other receivable - noncurrent	23,581	58,206
Intangible assets, net of accumulated amortization of $479,679 and $202,521, respectively	980,591	1,056,562
Investment in Marketable Securities	550,000
Goodwill	55,849	55,849
Right-of-Use Asset, net of amortization of $25,208 and $6,280, respectively	78,052	96,980
Total other assets	2,301,179	2,468,813
Total assets	7,188,614	6,930,870
Current liabilities:
Accounts payable	377,307	226,467
Accrued officers' compensation	240,410	144,363
Other accrued expenses payable	28,886	61,557
Notes and loans payable	1,164,138	35,000
Current portion of lease liability	40,941	38,281
Total current liabilities	1,851,682	505,668
Long-term liabilities:
Non-current portion of lease liability	37,786	58,998
Notes and loans payable	354,840
Total long-term liabilities	392,626	58,998
Total liabilities	2,244,308	564,666
Commitments and contingencies (Notes 15)
Stockholders' equity:
Common stock, no par value; authorized 1,500,000,000 shares, issued and outstanding 3,421,338 and 2,680,937 shares, respectively	24,056,211	23,113,077
Additional Paid-in capital	872,976	872,976
Additional Paid-in capital - Stock Options (Note 12)	202,200	202,200
Accumulated deficit	(25,726,255)	(23,361,223)
Total stockholders' equity	4,944,306	6,366,204
Total liabilities and stockholders' equity	7,188,614	6,930,870
Series A Preferred Stock [Member]
Stockholders' equity:
Preferred stock, authorized 5,000,000 shares:	$ 5,539,174	$ 5,539,174

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Allowance for doubtful accounts	$ 385,468	$ 0
Accumulated depreciation, property and equipment	178,065	116,555
Amortization of intangible assets	479,679	202,521
Amortization of right-of-use Asset	$ 25,208	$ 6,280
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value
Common stock, shares authorized	1,500,000,000	1,500,000,000
Common stock, shares issued	3,421,338	2,680,937
Common stock, shares outstanding	3,421,338	2,680,937
Series A Preferred Stock [Member]
Preferred stock, shares authorized	20	20
Preferred stock, par value
Preferred stock, shares issued	20	20
Preferred stock, shares outstanding	20	20

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Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Revenues
Total Revenues	$ 205,084	$ 633,579	$ 774,791	$ 1,150,739
Cost of product sales	48,045	299,204	169,594	561,757
Gross Profit	157,039	334,375	605,197	588,982
Operating costs and expenses:
Officers and director's compensation (including stock-based compensation of $622,671, $834,230, $30,000 and $336,882, respectively)	382,082	829,138	1,020,755	1,274,688
Consulting fees (including stock-based compensation of $353,116, $953,914, $181,764 and $388,138, respectively)	206,614	427,335	423,022	1,091,086
Advertising expense	141,205	127,374	260,035	153,762
Hosting expense	5,793	7,467	12,136	7,917
Rent expense	29,046	484	121,652	12,344
Professional fees	134,958	74,180	325,136	112,016
Depreciation of property and equipment	4,008	11,532	8,103	14,297
Amortization of intangible assets	147,192	4,966	277,158	7,160
Reimbursed Expenses	20,674	35,474	40,963	62,776
Other	204,940	251,714	347,703	460,293
Total operating expenses	1,276,512	1,769,664	2,836,663	3,196,339
Loss from operations	(1,119,473)	(1,435,289)	(2,231,466)	(2,607,357)
Other income (expense):
Interest income	221	317	441	317
Interest expense (including amortized finance cost of $69,645 $0, $58,967 and $0, respectively)	(68,898)	(2,519)	(82,782)	(2,965)
Other income (expense) - net	(68,677)	(2,202)	(82,341)	(2,648)
Loss before provision for income taxes	(1,188,150)	(1,437,491)	(2,313,807)	(2,610,005)
Provision for income taxes	275		1,225
Net Loss	$ (1,188,425)	$ (1,437,491)	$ (2,315,032)	$ (2,610,005)
Net loss per common share - basic	$ (0.39)	$ (0.76)	$ (0.79)	$ (1.47)
Net loss per common share - diluted	$ (0.32)	$ (0.6)	$ (0.64)	$ (1.00)
Weighted average common shares outstanding -
Basic	3,079,235	1,880,137	2,947,930	1,776,620
Diluted	3,745,915	2,384,289	3,614,610	2,603,610
Product Sales [Member]
Revenues
Total Revenues	$ 204,684	$ 631,779	$ 774,091	$ 1,147,139
Service Revenue [Member]
Revenues
Total Revenues	$ 400	$ 1,800	$ 700	$ 3,600

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Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Stock-based compensation			$ 975,787	$ 1,788,144
Amortization of debt discounts	$ 58,967	$ 0	69,645
Consulting Fees [Member]
Stock-based compensation	181,764	388,138	353,116	953,914
Officers and Directors [Member]
Stock-based compensation	$ 30,000	$ 336,882	$ 622,671	$ 834,230

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Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Statement of Comprehensive Income [Abstract]
Net Loss	$ (1,188,425)	$ (1,437,491)	$ (2,315,032)	$ (2,610,005)
Other comprehensive loss:
Unrealized loss on marketable securities	(42,500)		(50,000)
Comprehensive Loss	$ (1,230,925)	$ (1,437,491)	$ (2,365,032)	$ (2,610,005)

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Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Preferred Stock A [Member]
Balance			$ 5,539,174	$ 4,557,424
Balance, shares			20	18
Issuance of Series A Preferred stock pursuant to employment agreement				$ 992,250
Issuance of Series A Preferred stock pursuant to employment agreement, shares				3
Issuance of common stock for retirement of Series A preferred stock				$ (10,500)
Issuance of common stock for retirement of Series A preferred stock, shares				(1)
Net loss
Balance	$ 5,539,174	$ 5,539,174	$ 5,539,174	$ 5,539,174
Balance, shares	20	20	20	20
Preferred Stock B [Member]
Balance				$ 479
Balance, shares				499,958
Issuance of common stock for retirement of Series B preferred stock				$ (157)
Issuance of common stock for retirement of Series B preferred stock, shares				(157,105)
Net loss
Balance		$ 322		$ 322
Balance, shares		342,853		342,853
Preferred Stock C [Member]
Balance
Balance, shares
Net loss
Balance
Balance, shares
Common Stock [Member]
Balance			$ 23,113,077	$ 16,624,557
Balance, shares			2,680,937	1,468,554
Issuance of common stock for retirement of Series A preferred stock				$ 10,500
Issuance of common stock for retirement of Series A preferred stock, shares				33,333
Issuance of common stock for retirement of Series B preferred stock				$ 157
Issuance of common stock for retirement of Series B preferred stock, shares				67,405
Sale of common stock in 2019				$ 1,946,100
Sale of common stock in 2019, shares				224,314
Issuance of common stock in 2019 for acquisition of technology				$ 148,655
Issuance of common stock in 2019 for acquisition of technology, shares				28,333
Issuance of common stock in 2019 for satisfaction of accrued salaries				$ 54,340
Issuance of common stock in 2019 for satisfaction of accrued salaries, shares				2,227
Issuance of common stock in 2019 for compensation and services rendered				$ 1,156,944
Issuance of common stock in 2019 for compensation and services rendered, shares				159,737
Issuance of common stock in 2020 for services rendered			$ 315,615
Issuance of common stock in 2020 for services rendered, shares			190,888
Issuance of common stock in 2020 for 300:1 reverse stock split rounding
Issuance of common stock in 2020 for 300:1 reverse stock split rounding, shares			2,460
Issuance of common stock in 2020 in pursuant to First Fire note agreement			$ 295,780
Issuance of common stock in 2020 in pursuant to First Fire note agreement, shares			119,508
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement			$ 80,182
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement shares			142,545
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement			$ 8,745
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement, shares			20,000
Issuance of common stock in 2020 for acquisition of intangible assets			$ 201,187
Issuance of common stock in 2020 for acquisition of intangible assets Shares			235,000
Issuance of common stock in 2020 for compensation			$ 41,625
Issuance of common stock in 2020 for compensation, Shares			30,000
Net loss
Balance	$ 24,056,211	$ 19,941,253	$ 24,056,211	$ 19,941,253
Balance, shares	3,421,338	1,983,903	3,421,338	1,983,903
Additional Paid-in Capital [Member]
Balance			$ 1,075,176	$ 1,075,176
Net loss
Balance	$ 1,075,176	$ 1,075,176	1,075,176	1,075,176
Accumulated Deficit [Member]
Balance			(23,361,223)	(18,786,753)
Net loss			(2,315,032)	(2,610,005)
Other comprehensive loss			(50,000)
Balance	(25,726,255)	(21,378,758)	(25,726,255)	(21,378,758)
Balance			6,366,204	3,488,883
Issuance of Series A Preferred stock pursuant to employment agreement				992,250
Issuance of common stock for retirement of Series A preferred stock
Issuance of common stock for retirement of Series B preferred stock
Sale of common stock in 2019				1,946,100
Issuance of common stock in 2019 for acquisition of technology				148,655
Issuance of common stock in 2019 for satisfaction of accrued salaries				54,340
Issuance of common stock in 2019 for compensation and services rendered				1,156,944
Issuance of common stock in 2020 for services rendered			315,615
Issuance of common stock in 2020 for 300:1 reverse stock split rounding
Issuance of common stock in 2020 in pursuant to First Fire note agreement			295,780
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement			80,182
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement			8,745
Issuance of common stock in 2020 for acquisition of intangible assets			201,187
Issuance of common stock in 2020 for compensation			41,625
Net loss			(2,315,032)	(2,610,005)
Other comprehensive loss	(42,500)		(50,000)
Balance	$ 4,944,306	$ 6,366,204	$ 4,944,306	$ 6,366,204

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Consolidated Statements of Stockholders' Deficiency (Unaudited) (Parenthetical)				6 Months Ended
	Mar. 06, 2020	Mar. 02, 2020	Jun. 04, 2013	Jun. 30, 2020
Statement of Stockholders' Equity [Abstract]
Reverse stock, description	300:1 reverse split	300-to-1 reverse stock split	1 for 10 reverse stock split	300:1 reverse stock split rounding

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Operating Activities:
Net loss	$ (2,315,032)	$ (2,610,005)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation, net of prepaid stock-based consulting fees	975,787	1,788,144
Depreciation of property and equipment-General	8,103	14,297
Depreciation of property and equipment-COGS	53,407	24,973
Amortization of intangible assets	277,158	7,160
Amortization of original-issue-discount	69,645
Bad debt expense	131,985
Changes in operating assets and liabilities:
Accounts receivable	(377,212)	(549,388)
Inventory	410,664	(750)
Prepaid expenses	(10,140)	(7,850)
Security deposit		28,940
Other receivable	34,625	(20,225)
Right-of-use asset	376	(7,457)
Accounts payable	150,840	18,076
Accrued officer's compensation	96,047
Other accrued expenses payable	(32,671)	(10,601)
Net cash used in operating activities	(526,418)	(1,324,687)
Investing Activities:
Note receivable	481
Fixed assets additions	(16,787)	(962,698)
Intangible assets additions		(50,000)
Investment in marketable security	(600,000)
Net cash used in investing activities	(616,306)	(1,012,698)
Financing Activities:
Proceeds received from notes and loans payable	1,657,840
Repayments of notes and loans payable	(70,000)	(3,364)
Note payable finance cost	(101,455)
Proceeds from sale of common stock		1,946,100
Net cash provided by financing activities	1,486,385	1,942,736
Increase (Decrease) in cash and cash equivalents	343,661	(394,649)
Cash and cash equivalents, beginning of period	46,540	807,747
Cash and cash equivalents, end of period	390,201	413,098
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid	1,225
Interest paid	13,137
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock in acquisition of note payable (returnable shares)	312,655
Issuance of common stock in acquisition of note payable (commitment shares)	72,052
Amortization of prepaid issuance of common Stock for services rendered	618,547	497,220
Issuance of common stock in acquisition of intangible assets	201,187	148,635
Issuance of common stock in satisfaction of officer's compensation		$ 54,340

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Organization and Description of Business

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

NOTE 1 – Organization and Description of Business

Can B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. Effective January 5, 2015, WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”), a New York corporation incorporated on April 2, 2008. The Company is in the process of dissolving Prosperity. The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company’s durable equipment products, such as sam® units with CBD infused pads, are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and DuramedNJ LLC (incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February1, 2019. The Company’s wholly owned subsidiary, Radical Tactical LLC (“Radical Tactical”), formed May 11, 2019, provides the marketplace with millennium targeted product lines such as vapes, gums, and kratom. The Company’s hemp aggregation business is run through NY Hemp Depot LLC (the “Hemp Depot”), which was formed on or around July 11, 2019. The Company’s hemp farming business is run through Green Grow Farms, Inc. (“Green Grow Farms”), which was acquired in August, 2019.

Effective December 27, 2010, WRAP effected a 10-for-1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1-for-10 reverse stock split of its common stock. Effective March 6, 2020 Can B̅ Corp effected a 300:1 reverse stock split of its common stock.

On May 15, 2017, WRAP changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”, “we”, “us”, “our”, “CANB”, “Can B̅” or “Registrant”).

Can B̅ specializes in the production and sale of a variety of hemp-derived cannabidiol (“CBD”) products such as oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates. Can B̅ is developing its own line of proprietary products as well as seeking synergistic value through acquisitions in the hemp industry. Can B̅ aims to be the premier provider of the highest quality hemp CBD products on the market through sourcing the very best raw material and developing a variety of products we believe will improve people’s lives in a variety of areas.

For the periods presented, the assets, liabilities, revenues, and expenses are those of CANB. Prosperity, Radical Tactical and NY Hemp Depot had no activity for the periods presented. Financial information for PHP, Duramed and Green Grow Farms in the periods have been consolidated with the Company’s financials.

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Going Concern Uncertainty

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern Uncertainty

NOTE 2 – Going Concern Uncertainty

The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of June 30, 2020, the Company had cash and cash equivalents of $390,201 and a working capital of $2,005,234. For the periods ended June 30, 2020 and 2019, the Company had net loss of $2,365,032 and $2,610,005, respectively. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through sales of shares of its common stock. Also, the Company plans to expand its operation of CBD products to increase its profitability. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3 – Summary of Significant Accounting Policies

(a) Principles of Consolidation

The consolidated financial statements include the accounts of CANB and its wholly-owned subsidiaries, Pure Health Products, Duramed, Prosperity Radical Tactical and Green Grow Farms. All intercompany balances and transactions have been eliminated in consolidation.

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

(c) Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value.

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

(d) Cash and Cash Equivalents

The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents.

(e) Accounts receivable

Accounts receivable are presented in the balance sheet net of the allowance for doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the industry, and the financial stability of its customers. Bad debt expense was $131,985 and $0 for the periods ended June 30, 2020 and 2019.

(f) Inventory

Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method.

(g) Prepaid expenses

Prepaid expenses include stock-based officer, employee and consulting compensation of $1,836,523 and $3,226,390 at June 30, 2020 and 2019, respectively. The Company’s policy is to record stock-based compensation as prepaids and expense over the term of employment and consulting agreements.

(h) Property and Equipment, Net

Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred.

(i) Intangible Assets, Net

Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets.

(j) Marketable Securities

Marketable securities are recorded at fair value with unrealized gains and losses included in income. The Company has classified its investments in 1,000,000 shares of Iconic Brands, Inc. as trading securities.

(k) Goodwill

The Company does not amortize goodwill, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded.

(l) Long-lived Assets

The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value.

(m) Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts.

Private Label Customers, Global CBD, LLC and TZ Wholesale, are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped.

Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured.

The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35 day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis.

(n) Cost of Product Sales

The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products.

(o) Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.” In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

In accordance with ASC 505-50, the Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete.

Options and warrants

The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year:

Risk-Free Interest Rate.

We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards.

Expected Volatility.

We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock.

Dividend Yield.

We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero.

Expected Term.

The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant.

Forfeitures.

Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods.

(p) Advertising

Advertising costs are expensed as incurred and amounted to $260,035 and $153,762 for the periods ended June 30, 2020 and 2019, respectively.

(q) Research and Development

Research and development costs are expensed as incurred. In the period ended June 30, 2020 and 2019, the Company spent $25,000 and $70,000 in research and development which was expenses as spent, respectively.

(r) Income Taxes

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability.

(s) Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 10, 11 and 12).

(t) Reverse Stock-Split

On March 2, 2020, the Company filed an amendment to its Articles of Incorporation with the Florida Secretary of State to effect a 300-to-1 reverse stock split of its issued and outstanding, but not authorized, shares of Common Stock, as reported in the Company’s definitive Schedule 14C filed with the Securities and Exchange Commission on December 13, 2019.

All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect the reverse stock split for all periods presented.

(u) Recent Accounting Pronouncements

In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption.

(v) Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020.

(w) Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income.

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Inventories

6 Months Ended

Jun. 30, 2020

Inventory Disclosure [Abstract]

Inventories

NOTE 4 – Inventories

Inventories consist of:

	June 30, 2020		December 31, 2019
Raw materials	$	359,213	$	708,239
Finished goods		14,620		76,258
Total	$	373,833	$	784,497

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Notes Receivable

6 Months Ended

Jun. 30, 2020

Receivables [Abstract]

Notes Receivable

NOTE 5 – Notes Receivable

Notes receivable consist of:

	June 30, 2020			December 31, 2019
Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020	$	19,389		$	19,389
Note receivable dated February 8, 2019 from an employee, weekly installments of $1,200 with interest at 8% per annum.		2,898			4,879
Note receivable dated March 3, 2020 from an employee, weekly installments of $125 with interest at 0% per annum.		1,500			-
Total		23,787			24,268
Current portion of notes receivable		(23,787	)		(24,268	)
Noncurrent portion of notes receivable	$	-		$	-

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Property and Equipment, Net

6 Months Ended

Jun. 30, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 6 – Property and Equipment, Net

Property and Equipment, net, consist of:

	June 30,			December 31,
	2020			2019
Furniture & Fixtures	$	21,724		$	19,018
Office Equipment		12,378			12,378
Manufacturing Equipment		363,798			355,016
Medical Equipment		783,782			783,782
Leasehold Improvements		26,902			21,603
Total		1,208,584			1,191,797
Accumulated depreciation		(178,065	)		(116,555	)
Net	$	1,030,519		$	1,075,242

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Intangible Assets, Net

6 Months Ended

Jun. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

NOTE 7 – Intangible Assets, Net

Intangible assets, net, consist of:

	June 30,			December 31,
	2020			2019
Video conferencing software acquired by Prosperity in December 2009	$	30,000		$	30,000
Enterprise and audit software acquired  by Prosperity in April 2008		20,000			20,000
Patent costs incurred by WRAP		6,880			6,880
Hemp license and technology		1,000,000			1,000,000
CBD technology		198,655			198,655
Platform account contract		131,812			-
Hemp processing use		69,375			-
Other		3,548			3,548
Total		1,460,270			1,259,083
Accumulated amortization and Impairment		(479,679	)		(202,521	)
Net	$	980,591		$	1,056,562

The CBD related technology were purchased from Hudilab, Inc. (“HUDI”) and Seven Chakras, LLC (“Seven Chakras”) during the three months ended March 31, 2019. On January 14, 2019, the Company and PHP (collectively, the “buyer”) entered into a License and Acquisition Agreement (the “LAA”) with HUDI. Pursuant to the LAA, HUDI will sell the technology owned by it to the buyer in exchange for 25,000 shares of CANB common stock. On January 14, 2019, the shares were issued to the owner of HUDI and valued at $131,625. On January 31, 2019, PHP entered into an Asset Purchase Agreement (the “Chakras Agreement”) with Seven Chakras. Pursuant to the Chakras Agreement, PHP purchased the rights and title to (i) Seven Chakras’ proprietary formulas, methods, trade secrets, and know-how related to the production of Seven Chakras’ products containing cannabidiol (CBD), (ii) Seven Chakras’ tradename, domain name, and social media sites, and (iii) other assets of Seven Chakras including but not limited to raw materials, equipment, packaging and labeling materials, mailing lists, and marketing materials. On February 20, 2019, the Company issued 3,333 shares of CANB common stock valued at $17,030 to owners of Seven Chakras as additional consideration, along with the $50,000 cash payments, pursuant to the Chakras Agreement.

The hemp related license and technology was purchased from Shi Farms during the three months ended September 30, 2019. Hemp Depot has been amalgamated with Green Grow Farms, also a NY State Hemp License holder and intends to contract with farmers in New York to grow hemp under a controlled program of specific strains, cultured feminized seeds, proven technology, and access to processing for their crop. NY Hemp Depot under Green Grow Farms Inc.’s direction will amalgamate the cultivated off-take from the farmers, combine and fill “super-sacks” for shipping to a processing facility to produce high-grade isolate or distillate for use in Can B̅’s manufacturing facility in Lacey WA.

The hemp processing use agreement with Mediiusa Group, Inc. was entered during the three months ended June 30, 2020. On June 23, 2020, the Company issued 50,000 shares of CANB common stock valued at $69,375. Mediiusa Group, Inc. currently holds a valid Industrial Hemp Processor Registration in full force and effect with the State of New York under Registration: HEMP-P-000035 (the “Registration”) and is authorized to process Hemp, and has granted a five year agreement to processing of Hemp for oil, isolate, or crude for further use by the Company and/or for sale by the Company. During the Term of this Agreement, Mediiusa Group, Inc. agrees to allow CANB to process any and all of the subject Hemp under and/or in connection with the agreement under their above-mentioned Registration.

The platform account contract with SRAX, Inc. was entered during the three months ended June 30, 2020. On June 22, 2020, the Company issued 185,000 shares of CANB common stock valued at $131,812. The Platform Account is the SRAX Investors Relations platform to grant access to potential investors and customers via the SRAX website. SRAX grants Can B Corp a non-exclusive, non-transferable and non- sublicensable right to access and use the Platform during the Term, solely by the Authorized Users for User’s own internal business purposes, and in accordance with the terms and conditions of this Agreement. Company reserves all rights in or to the Platform not expressly granted to User in the Agreement. Can B will have previously unattainable access to its customer base for improved investor communication and development of sales opportunities of the Company’s products.

The other intangible assets relate to the document management and email marketing divisions. Since December 31, 2017, the Company do not expect any future positive cash flow from these divisions. Accordingly, the net carrying value of these intangible assets was reduced to $0. 

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Marketable Securities

6 Months Ended

Jun. 30, 2020

Cash and Cash Equivalents [Abstract]

Marketable Securities

NOTE 8 – Marketable Securities

Marketable securities consist of:

	June 30, 2020			December 31, 2019
Marketable securities, at cost	$	600,000		$	-
Unrealized losses		(50,000	)		-
Total marketable securities at fair value	$	550,000		$	-

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Notes and Loans Payable

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Notes and Loans Payable

NOTE 9 – Notes and Loans Payable

Notes and loans payable consist of:

	June 30, 2020			December 31, 2019
Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due)	$	5,000		$	5,000
Note payable to FirstFire Global Opportunities Fund, LLC, net of original issue discount of $44,654, due September 1, 2020.		550,000			-
Loan payable to Pasquale Ferro, interest at 12% per annum, due December 2020.		153,000			30,000
Note payable to Labrys Fund, LP, net of original issue discount of $21,041, due October 21, 2020.		225,000			-
Note payable to EMA Financial, LLC, net of original issue discount of $10,522, due June 17, 2021.		115,000			-
Note payable to Eagle Equities, LLC, net of original issue discount of $27,645, due June 17, 2021.		220,000			-
Note payable to U.S. Small Business Administration (PPP), interest at 1% per annum. The note matures in May 2022. Payments are deferred for six months.		194,940			-
Note payable to U.S. Small Business Administration (EIDL), interest at 3.75% per annum. The note matures in June 2050. Payments are deferred for twelve months.		159,900			-
Total Notes and Loans Payable		1,622,840			35,000
Less: Unamortized Finance Cost		(103,862	)		-
Total Notes and Loans Payable - Net		1,518,978			35,000
Less: Current Portion		(1,164,138	)		(35,000	)
Long-term Portion	$	354,840		$	-

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Preferred Stock

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Preferred Stock

NOTE 10 – Preferred Stock

Each share of Series A Preferred Stock is convertible into 33,334 shares of CANB common stock and is entitled to 66,666 votes.

Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights.

Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of our common stock. Each Preferred Series C share is convertible into 25,000 shares of common stock. The shares of Series C Preferred Stock have voting rights as if fully converted.

On January 28, 2019, the Company issued 33,333 shares of CANB common stock to a consultant of the Company in exchange for the retirement of 1 share of CANB Series A Preferred Stock.

From February 21, 2019 to March 12, 2019, the Company issued aggregately 67,405 shares of CANB common stock to RedDiamond in exchange for the retirement of 157,105 shares of CANB Series B Preferred Stock.

On May 28, 2019, the Company issued 3 shares of CANB Series A Preferred Stock to Stanley L. Teeple pursuant to the employment agreement with him. The fair value of the issuance totaled at $1,203,000 and will be amortized over the vesting period of four years.

On April 26, 2019, the Company issued 6,436 shares of CANB common stock to RedDiamond in exchange for the retirement of 15,000 shares of CANB Series B Preferred Stock.

On May 1, 2019, the Company issued 8,581 shares of CANB common stock to RedDiamond in exchange for the retirement of 20,000 shares of CANB Series B Preferred Stock.

On May 9, 2019, the Company issued 23,710 shares of CANB common stock to RedDiamond in exchange for the retirement of 55,263 shares of CANB Series B Preferred Stock.

On June 7, 2019, the Company issued 10,726 shares of CANB common stock to RedDiamond in exchange for the retirement of 25,000 shares of CANB Series B Preferred Stock.

On August 13, 2019, the Company issued 97,607 shares of CANB common stock to RedDiamond in exchange for the retirement of 227,590 shares of CANB Series B Preferred Stock.

On December 16, 2019, the Company issued 35,666 shares of CANB common stock to RedDiamond as agreed for the early retirement of CANB Series B Preferred Stock converted in August 2019.

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Common Stock

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Common Stock

NOTE 11 – Common Stock

From January 4, 2019 to March 27, 2019, the Company issued aggregately 138,107 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $1,196,100.

On January 14, 2019, the Company issued 25,000 shares of CANB common stock to Hudilab, Inc. (“HUDI”), pursuant to a License and Acquisition Agreement for purchase of the technology owned by HUDI.

From January 18, 2019 to March 17, 2019, the Company issued aggregately 82,000 shares of CANB common stock to multiple consultants for services rendered.

From January 19, 2019 to March 27, 2019, the Company issued aggregately 3,893 shares of CANB common stock to employee and officers of the Company pursuant to employee agreement and in satisfaction of accrued compensation for the quarter ended March 31, 2019.

On February 5, 2019, the Company issued 6,667 shares to the owner of TZ Wholesale LLC, pursuant to a Memorandum of Understanding (the “MOU”) dated November 9, 2018.

On February 20, 2019, the Company issued 3,333 shares of CANB common stock to owners of Seven Chakras pursuant to the Chakras Agreement dated January 31, 2019.

From April 1, 2019 through June 30, 2019 the Company issued an aggregate of 51,706 shares of CANB Common Stock to multiple consultants for services rendered.

From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 13,916 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 4,615 shares of Common Stock under the terms of executive employment agreements.

From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 86,207 shares of CANB shares under the terms of the Stock Purchase Agreements for total proceeds of $750,000.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,061 shares of CANB Common Stock to multiple consultants for services rendered.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,333 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 16,000 shares of Common Stock under the terms of executive employment agreements.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 155,241 shares of CANB shares under the terms of the Stock Purchase Agreements for total proceeds of $1,350,600.

From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 40,247 shares of CANB shares under the terms of the Joint Venture Agreement.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 122,258 shares of CANB Common Stock to multiple consultants for services rendered.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 14,167 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 5,000 shares of Common Stock under the terms of executive employment agreements.

From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 125,000 shares of CANB Common Stock under the terms of an inventory purchase agreement for total proceeds of $487,500.

From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 27,500 shares of CANB Common Stock to multiple consultants for services rendered.

From January 1, 2020 through March 31, 2020, the company issued an aggregate of 31,335 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 20,000 shares of CANB Common Stock to First Fire Global Opportunities Fund, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 99,508 shares of CANB Common Stock to FirstFire Global Opportunities Fund, LLC for returnable shares pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 111,734 shares of CANB Common Stock to multiple consultants for services rendered.

From April 1, 2020 through June 30, 2020, the company issued an aggregate of 20,319 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 30,000 shares of CANB Common Stock to an employee for services rendered.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 185,000 shares of CANB Common Stock to SRAX, Inc. according to a platform access agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 50,000 shares of CANB Common Stock to Mediiusa Group, Inc. according to a hemp processing use agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 24,545 shares of CANB Common Stock to Labrys Fund, L.P. for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 118,000 shares of CANB Common Stock to Labrys Fund, L.P. for returnable shares pursuant to a junior convertible promissory note purchase agreement.

From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 20,000 shares of CANB Common Stock to Eagle Equities, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement.

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Stock Options and Warrants

6 Months Ended

Jun. 30, 2020

Share-based Payment Arrangement [Abstract]

Stock Options and Warrants

NOTE 12 – Stock Options and Warrants

A summary of stock options and warrants activity follows:

	Shares of Common Stock Exercisable Into
	Stock
	Options			Warrants		Total
Balance, December 31, 2019		20,167			7,492		27,659
Granted in 2019		56,667			-		56,667
Cancelled in 2019		(167	)		-		(167	)
Exercised in 2019		-			-		-
Balance, December 31, 2019		76,667			7,492		84,159
Granted in Q1 & Q2 2020		-			-		-
Cancelled in Q1 & Q2 2020		-			-		-
Exercised in Q1 & Q2 2020		-			-		-
Balance, June 30, 2020		76,667			7,492		84,159

Issued and outstanding stock options as of June 30, 2020 consist of:

Year	Number Outstanding		Exercise		Year of
Granted	And Exercisable		Price		Expiration
2018		20,000	$	0.3		2023
2019		56,667	$	0.3		2022
		76,667

On June 11, 2018, the Company granted 10,000 options of CANB common stock to Carl Dilley, a former director of the Company, in exchange for the retirement of a total of 10,000 shares of CANB common stock from Carl Dilley. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire June 11, 2023. The value of the Stock Options ($84,000) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $8.40 share price, (ii) 5 years term, (iii) 262.00% expected volatility, (iv) 2.80% risk free interest rate and the difference between this value and the fair value of retired shares was expensed in the quarterly period ended June 30, 2018.

On October 21, 2018, the Company granted 10,000 options of CANB common stock to Stanley L. Teeple, an officer and Director of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire October 1, 2023. The values of the Stock Options ($118,200) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $11.82 share price, (ii) 5 years term, (iii) 221.96% expected volatility, (iv) 3.05% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2018

On September 9, 2019, the Company granted 26,667 options of CANB common stock to Johnny Mack, a former officer of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire September 9, 2022. The values of the Stock Options ($192,000) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $7.20 share price, (ii) 3 years term, (iii) 242% expected volatility, (iv) 1.46% risk free interest rate and the fair value of options was expensed in the quarterly period ended September 30, 2019.

On October 15, 2019, the Company granted 10,000 options of CANB common stock each to Frederick Alger Boyer, Jr., Ronald A. Silver and James F. Murphy, directors of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire October 15, 2022. The values of the Stock Options ($63,000 each) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $6.30 share price, (ii) 3 years term, (iii) 242% expected volatility, (iv) 1.60% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2019.

Issued and outstanding warrants as of June 30, 2020 consist of:

Year	Number Outstanding		Exercise			Year of
Granted	And Exercisable		Price			Expiration
2010		825	$	300		2020
2018		6,667	$	13.034	(a)	2023
Total		7,492

(a) 110% of the closing price of the Company’s common stock on the date that the Holder funds the full purchase price of the Note.

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Income Taxes

6 Months Ended

Jun. 30, 2020

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 13 – Income Taxes

No provisions for income taxes were recorded for the periods presented since the Company incurred net losses in those periods.

The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21% to pretax income (loss) as follows:

	Six Month Ended June 30,
	2020			2019
Expected income tax (benefit) at 21%	$	(486.157	)	$	(246,228	)
Non-deductible stock-based compensation		204,915			173,921
Increase in deferred income tax assets
valuation allowance		281,242			72,307
Provision for (benefit from) income taxes	$	-		$	-

Deferred income tax assets consist of:

	June 30,			December 31,
	2020			2019
Net operating loss carryforward	$	1,581,410		$	1,300,168
Valuation allowance		(1,581,410	)		(1,300,168	)
Net	$	-		$	-

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred income tax asset of $1,581,410 attributable to the future utilization of the $7,530,518 net operating loss carryforward as of June 30, 2020 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred income tax asset in the financial statements at June 30, 2020. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in years 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2033, 2034, 2035, 2036, 2037, 2038, 2039 and 2040 in the amount of $1,369, $518,390, $594,905, $686,775, $159,141, $151,874, $135,096, $166,911, $311,890, $25,511, $338,345, $381,638, $499,288, $716,858, $1,503,282, and $1,339,245, respectively.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

The Company’s U.S. Federal and state income tax returns prior to 2015 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The statute of limitations on the 2015 tax year returns expired in September 2019.

The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the consolidated balance sheets. There were no interest or penalties paid during 2020 and 2019.

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Segment Information

6 Months Ended

Jun. 30, 2020

Segment Reporting [Abstract]

Segment Information

NOTE 14 – Segment Information

The Company has one reportable segment: Durable Equipment Products.

The accounting policies of the segment described above are the same as those described in Summary of Significant Accounting Policies in Note 3. The Company evaluates the performance of the Durable Equipment Products segment based on income (loss) before income taxes, which includes interest income.

	Durable Equipment Products
Three months ended March 31, 2020
Revenue from external customers		443,742
Revenue from other segments		-
Segment profit		259,489
Segment assets		2,259,478
Six months ended June 30, 2020
Revenue from external customers		527,942
Revenue from other segments		-
Segment profit		278,337
Segment assets		2,228,575

	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
Total profit for reportable segment	$	18,848	$	279,190
Other income (expense) - net		-		(853	)
Income before income taxes	$	18,848	$	278,337

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 15 – Commitments and Contingencies

Employment Agreements

On October 3, 2017, the Company executed an Executive Employment Agreement with Marco Alfonsi (“Alfonsi”) for Alfonsi to serve as the Company’s chief executive officer and interim chief financial officer and secretary for cash compensation of $10,000 per month. Pursuant to the agreement, the Company issued a share of CANB Series A Preferred Stock to Alfonsi on October 4, 2017. Alfonsi may terminate his employment upon 30 days written notice to the Company. The Company may terminate Alfonsi’s employment upon written notice to Alfonsi by a vote of the Board of Directors. At October 21, 2018, this former agreement was terminated due to the execution of a new Employment Agreement with Marco Alfonsi for Alfonsi to serve as the Company’s chief executive officer and chairman of the board for cash compensation of $15,000 per month. Pursuant to the new agreement, three of the eight previously issued shares of CANB Series A Preferred Stock were returned to the Company and converted into 30,000,000 common shares. Alfonsi may terminate his employment upon 30 days written notice to the Company. The new agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Alfonsi, and also can be terminated by the Company due to the failure or neglect of Mr. Alfonsi to perform his duties, or due to the misconduct of Mr. Alfonsi in connection with the performance.

On February 12, 2018, the Company executed an Executive Service Agreement (“Posel Agreement”) with David Posel. The Posel Agreement provides that Mr. Posel services as the Company’s Chief Operating Officer for a term of 4 years. The Posel Agreement also provides for compensation to Mr. Posel of $5,000 cash per month and the issuance of 1 share of Series A Preferred Stock at the inception of the Posel Agreement. The Posel Agreement can be terminated upon the resignation or death of Mr. Posel, and also can be terminated by the Company due to the failure or neglect of Mr. Posel to perform his duties, or due to the misconduct of Mr. Posel in connection with the performance. On February 12, 2018, 1 share of CANB Series A Preferred Stock were issued to Mr. Posel. Since execution of the Posel Agreement, Mr. Posel has been re-assigned to COO for Pure Health Products, the Company’s subsidiary.

On February 16, 2018, the Company executed an Executive Service Agreement (“Holtmeyer Agreement”) with Andrew W. Holtmeyer. The Holtmeyer Agreement provides that Mr. Holtmeyer serves as the Company’s Executive Vice President Business for a term of 3 years. The Holtmeyer Agreement also provides for compensation to Mr. Holtmeyer of $10,000 cash per month and the issuance of 3, 2 and 1 share of Series A Preferred Stock at the beginning of each year. The Holtmeyer Agreement can be terminated upon the resignation or death of Mr. Holtmeyer, and also can be terminated by the Company due to the failure or neglect of Mr. Holtmeyer to perform his duties, or due to the misconduct of Mr. Holtmeyer in connection with the performance. At December 29, 2018, this Holtmeyer Agreement was terminated due to the execution of a new Employment Agreement with Andrew W Holtmeyer. The second agreement provides that Mr. Holtmeyer serves as the Company’s Executive Vice President Business for a term of 4 years. The second agreement also provides for compensation to Mr. Holtmeyer of $15,000 cash per month and the issuance of 829 shares of common stock upon signing of the agreement. Effective April 1, 2020, Mr. Holtmeyer’s compensation was changed to a straight commission on sales and collection based upon his efforts in lieu of any base compensation. He also received no further Company benefits but does retain his previously issued five shares of Series Preferred A Stock.

On October 15, 2018, the Company executed an Employment Agreement (“Teeple Agreement”) with Stanley L. Teeple. The Teeple Agreement provides that Mr. Teeple services as the Company’s Chief Financial Officer and Secretary for a term of 4 years. The Teeple Agreement also provides for compensation to Mr. Teeple of $15,000 cash per month and the issuance of 1 share of Series A Preferred Stock proportionately vesting over four years beginning December 31, 2018 upon execution of the Teeple Agreement. The Teeple Agreement can be terminated upon the resignation or death of Mr. Teeple, and also can be terminated by the Company due to the failure or neglect of Mr. Teeple to perform his duties, or due to the misconduct of Mr. Teeple in connection with the performance. In May 2019 Mr. Teeple was granted an additional 3 shares of Series A Preferred.

On December 28, 2018, the Company executed an Employment Agreement (“Ferro Agreement”) with Pasquale Ferro for Mr. Ferro to serve as Pure Health Products’ president for cash compensation of $15,000 per month and the total issuance of 5 share of Series A Preferred Stock proportionately vesting at the beginning of each year for a term of 4 years. Mr. Ferro may terminate his employment upon 30 days written notice to the Company. The Ferro Agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Ferro, and also can be terminated by the Company due to the failure or neglect of Mr. Ferro to perform his duties, or due to the misconduct of Mr. Ferro in connection with the performance.

Effective September 6, 2019 (the “Effective Date”), Can B̅ Corp. (the “Company” or “CANB”) approved the appointment of Johnny J. Mack (“Mack”) as its President and Chief Operating Officer. Mack had been serving as the Company’s interim COO. The Company and Mack have entered into a new Employee Services Agreement (the “Mack Agreement”) to memorialize the terms of the foregoing. In consideration for Mack’s services, Mack would (i) receive a base salary of $15,000 per month, subject to increase after each yearly anniversary of the Agreement, (ii) be eligible to receive annual cash or stock bonuses, (iii) be entitled to four weeks’ vacation time and five paid days for illness in accordance with the Company’s policies, and (iv) receive a total of 106,667 options (“Mack Options”) to purchase shares of the Company’s common stock, with 26,667 Mack Options vesting on the effective date and additional tranches of 26,667 Mack Options vesting on each of the first, second, and third anniversaries of the Effective Date, assuming Mack’s continued employment. Each Option is exercisable at a price of $0.30 per share. The Company also agreed to hold harmless and indemnify Mack as authorized or permitted by law and the Company’s governing documents, as the same may be amended from time to time, except for acts constituting negligence or willful misconduct by Mack. The Company agreed to pay Mack a severance in the event the Mack Agreement is terminated by the Company without cause or by Mack for “good reason” or by reason of Mack’s death or disability. On October 4, 2019 Mack resigned from all of his officer and director positions and the Company settled his termination for payment of all accrued expenses, payout of all accrued time and base compensation of $13,315 and retention of his already earned 26,667 options. Mr. Mack has left the Company.

In addition, on October 10^th, 2019 the Company appointed Philip Scala as its interim COO. Mr. Scala has acted as founder and CEO of Pathfinder Consultants International, Inc. (“Pathfinder”) since 2008. Pathfinder offers unique expertise and delivers the information you need to make informed decisions, whether in times of crisis or in the course of simply running your business. Prior to forming Pathfinder, Mr. Scala served the United States both as a Commissioned Officer in the US Army for five years followed by his 29 years of service with the FBI. Mr. Scala received his bachelor’s degree and Master of Business Administration in accounting from St. John’s University, he also earned a Master of Arts degree in Psychology from New York University. The Company has entered into an employment agreement with Mr. Scala. Pursuant to the agreement, Mr. Scala will receive a base salary of $2,500 per month. He will be entitled to incentive bonuses and pay increases in accordance with the Company’s normal policies and procedures. Mr. Scala will also receive options to buy 1,667 common shares of the Company at a price of $0.30 for a period of three years. The initial term of the agreement is for 90 days. The agreement renews for additional 90-day periods unless terminated by either party. The agreement otherwise contains standard covenants and conditions.

Consulting Agreements

On July 15, 2020, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the “Advisory Agreement”). Pursuant to the Advisory Agreement, we agreed to pay the Consulting Firm a restricted common stock monthly fee of $5,000 per month for the initial 3 months., $6,250 per month for months 4-6., $7,500 per month for month 7 and after. At CANB’s option, the monthly fee may be payable in part or in whole in cash. Monthly Fee, such amount shall be paid via issuance of restricted common shares of CANB. The shares are to be issued in the name of Tysadco Partners. The number of common shares earned each month shall be calculated and issued on a quarterly basis prior to each 90-day period and based on the value at the closing price on the last day of the preceding period. All common shares earned by the Consultant pursuant to this Agreement shall be issued by CANB on a quarterly basis. CT shall not have registration rights, and the shares may be sold subject to Rule 144.

On December 8, 2019, the Company executed a Consulting Agreement with Seacore Capital, Inc. (“Seacore”) for Seacore to serve as the Company’s consultant for stock compensation of a total of 8,333 restricted shares each quarter from 4^th quarter 2019 through 3^rd quarter 2020. The shares shall not have registration rights, and the shares may be sold subject to Rule 144.

Lease Agreements

On December 1, 2014, Prosperity entered into a lease agreement with KLAM, Inc. for office space in Hicksville, New York for an initial term of one year commencing December 1, 2014. The lease provides for monthly rentals of $2,500 and provides Prosperity an option to renew the lease after the initial term. The Company has continued to occupy this space after November 30, 2015 under a month to month arrangement at $2,500 per month. This lease was terminated in January 2019.

On September 11, 2015, the Company executed a lease agreement with an unrelated third party for office space in Hicksville, New York for a term of 37 months. The lease provides for monthly rentals of $2,922 for lease year 1, $3,009 for lease year 2, and $3,100 for lease year 3. The lease also provides for additional rent based on increases in base year operating expenses and real estate taxes. On August 6, 2018, the Company renewed the lease agreement for a term of 36 months starting November 1, 2018. The lease provides for monthly rentals of $3,193 for lease year 1, $3,289 for lease year 2, and $3,388 for lease year 3. In October 2019, the Company modified and extended the lease agreement for a term of 30 months starting November 1, 2019. The lease provides for monthly rentals of $3,807.05 for year 1 and $3,921.26 for the remaining eighteen months. The original $100,681 right-of-use asset and $90,591 lease liability was adjusted to $103,260 with the modification.

The Company leases office space in numerous medical facilities under month-to-month agreements.

Rent expense for the period ended June 30, 2020 and 2019 was $121,652 and $12,344, respectively.

At June 30, 2020, the future minimum lease payments under non-cancellable operating leases were:

Year ended December 31, 2020	$	23,071
Year ended December 31, 2021		47,055
Year ended December 31, 2022		15,685
Total	$	85,811

The lease liability of $78,727 at June 30, 2020 as presented in the Consolidated Balance Sheet represents the discounted (at our 10% estimated incremental borrowing rate) value of the future lease payments of 85,811 at June 30, 2020.

Major Customers

For the six months ended June 30, 2020, there were no customers that accounted for more than 10% of total revenues.

For the six months ended June 30, 2020, there were no customer accounted for more than 10% of total revenues.

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Related Party Transactions

6 Months Ended

Jun. 30, 2020

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 16 – Related Party Transactions

LI Accounting Associates, LLC (LIA), an entity controlled by a relative of the Managing Member PHP, is a vendor of CANB. At June 30, 2020, CANB has an account payable due to LIA totaling $6,600. For the six months ended June 30, 2020, CANB had expenses to LIA of $42,600.

During the six months ended June 30, 2020, we had products and service sales to related parties totaling $0.

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Subsequent Events

6 Months Ended

Jun. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

NOTE 17 – Subsequent Events

In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through August 14, 2020, the date on which these consolidated financial statements were available to be issued. There were material subsequent events that required recognition or additional disclosure in these consolidated financial statements as follows:

By written consent and after careful review by the majority of the Shareholders of Can B Corp., the Company Shareholders approved an Incentive Stock Option Plan to be administered at the direction of the Board of Directors, and also approved a Certificate of Amendment to the Certificate of Designation for the Company’s Preferred Series A stock.

The Company executed an exchange agreement whereby shares of Iconic Brands, Inc. held by the Company were exchanged for shares of stock in the Company held by Iconic Brands, Inc. The valuation of the respective shares were deemed to be an economic equal value exchange.

The Company’s Form A-1 was qualified on August 7, 2020.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Principles of Consolidation

(a) Principles of Consolidation

The consolidated financial statements include the accounts of CANB and its wholly-owned subsidiaries, Pure Health Products, Duramed, Prosperity Radical Tactical and Green Grow Farms. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Fair Value of Financial Instruments

(c) Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value.

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Cash and Cash Equivalents

(d) Cash and Cash Equivalents

The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable

(e) Accounts receivable

Accounts receivable are presented in the balance sheet net of the allowance for doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the industry, and the financial stability of its customers. Bad debt expense was $131,985 and $0 for the periods ended June 30, 2020 and 2019.

Inventory

(f) Inventory

Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method.

Prepaid Expenses

(g) Prepaid expenses

Prepaid expenses include stock-based officer, employee and consulting compensation of $1,836,523 and $3,226,390 at June 30, 2020 and 2019, respectively. The Company’s policy is to record stock-based compensation as prepaids and expense over the term of employment and consulting agreements.

Property and Equipment, Net

(h) Property and Equipment, Net

Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred.

Intangible Assets, Net

(i) Intangible Assets, Net

Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets.

Marketable Securities

(j) Marketable Securities

Marketable securities are recorded at fair value with unrealized gains and losses included in income. The Company has classified its investments in 1,000,000 shares of Iconic Brands, Inc. as trading securities.

Goodwill

(k) Goodwill

The Company does not amortize goodwill, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded.

Long-lived Assets

(l) Long-lived Assets

The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value.

Revenue Recognition

(m) Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts.

Private Label Customers, Global CBD, LLC and TZ Wholesale, are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped.

Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured.

The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35 day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis.

Cost of Product Sales

(n) Cost of Product Sales

The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products.

Stock-Based Compensation

(o) Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.” In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

In accordance with ASC 505-50, the Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete.

Options and warrants

The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year:

Risk-Free Interest Rate.

We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards.

Expected Volatility.

We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock.

Dividend Yield.

We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero.

Expected Term.

The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant.

Forfeitures.

Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods.

Advertising

(p) Advertising

Advertising costs are expensed as incurred and amounted to $260,035 and $153,762 for the periods ended June 30, 2020 and 2019, respectively.

Research and Development

(q) Research and Development

Research and development costs are expensed as incurred. In the period ended June 30, 2020 and 2019, the Company spent $25,000 and $70,000 in research and development which was expenses as spent, respectively.

Income Taxes

(r) Income Taxes

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability.

Net Income (Loss) Per Common Share

(s) Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 10, 11 and 12).

Reverse Stock-Split

(t) Reverse Stock-Split

On March 2, 2020, the Company filed an amendment to its Articles of Incorporation with the Florida Secretary of State to effect a 300-to-1 reverse stock split of its issued and outstanding, but not authorized, shares of Common Stock, as reported in the Company’s definitive Schedule 14C filed with the Securities and Exchange Commission on December 13, 2019.

All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect the reverse stock split for all periods presented.

Recent Accounting Pronouncements

(u) Recent Accounting Pronouncements

In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption.

Basis of Presentation

(v) Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020.

Reclassifications

(w) Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income.

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Inventories (Tables)

6 Months Ended

Jun. 30, 2020

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consist of:

	June 30, 2020		December 31, 2019
Raw materials	$	359,213	$	708,239
Finished goods		14,620		76,258
Total	$	373,833	$	784,497

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Notes Receivable (Tables)

6 Months Ended

Jun. 30, 2020

Receivables [Abstract]

Schedule of Notes Receivable

Notes receivable consist of:

	June 30, 2020			December 31, 2019
Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020	$	19,389		$	19,389
Note receivable dated February 8, 2019 from an employee, weekly installments of $1,200 with interest at 8% per annum.		2,898			4,879
Note receivable dated March 3, 2020 from an employee, weekly installments of $125 with interest at 0% per annum.		1,500			-
Total		23,787			24,268
Current portion of notes receivable		(23,787	)		(24,268	)
Noncurrent portion of notes receivable	$	-		$	-

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Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2020

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment

Property and Equipment, net, consist of:

	June 30,			December 31,
	2020			2019
Furniture & Fixtures	$	21,724		$	19,018
Office Equipment		12,378			12,378
Manufacturing Equipment		363,798			355,016
Medical Equipment		783,782			783,782
Leasehold Improvements		26,902			21,603
Total		1,208,584			1,191,797
Accumulated depreciation		(178,065	)		(116,555	)
Net	$	1,030,519		$	1,075,242

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Intangible Assets, Net (Tables)

6 Months Ended

Jun. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets, net, consist of:

	June 30,			December 31,
	2020			2019
Video conferencing software acquired by Prosperity in December 2009	$	30,000		$	30,000
Enterprise and audit software acquired  by Prosperity in April 2008		20,000			20,000
Patent costs incurred by WRAP		6,880			6,880
Hemp license and technology		1,000,000			1,000,000
CBD technology		198,655			198,655
Platform account contract		131,812			-
Hemp processing use		69,375			-
Other		3,548			3,548
Total		1,460,270			1,259,083
Accumulated amortization and Impairment		(479,679	)		(202,521	)
Net	$	980,591		$	1,056,562

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Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2020

Cash and Cash Equivalents [Abstract]

Schedule of Marketable Securities

Marketable securities consist of:

	June 30, 2020			December 31, 2019
Marketable securities, at cost	$	600,000		$	-
Unrealized losses		(50,000	)		-
Total marketable securities at fair value	$	550,000		$	-

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Notes and Loans Payable (Tables)

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Schedule of Notes and Loans Payable

Notes and loans payable consist of:

	June 30, 2020			December 31, 2019
Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due)	$	5,000		$	5,000
Note payable to FirstFire Global Opportunities Fund, LLC, net of original issue discount of $44,654, due September 1, 2020.		550,000			-
Loan payable to Pasquale Ferro, interest at 12% per annum, due December 2020.		153,000			30,000
Note payable to Labrys Fund, LP, net of original issue discount of $21,041, due October 21, 2020.		225,000			-
Note payable to EMA Financial, LLC, net of original issue discount of $10,522, due June 17, 2021.		115,000			-
Note payable to Eagle Equities, LLC, net of original issue discount of $27,645, due June 17, 2021.		220,000			-
Note payable to U.S. Small Business Administration (PPP), interest at 1% per annum. The note matures in May 2022. Payments are deferred for six months.		194,940			-
Note payable to U.S. Small Business Administration (EIDL), interest at 3.75% per annum. The note matures in June 2050. Payments are deferred for twelve months.		159,900			-
Total Notes and Loans Payable		1,622,840			35,000
Less: Unamortized Finance Cost		(103,862	)		-
Total Notes and Loans Payable - Net		1,518,978			35,000
Less: Current Portion		(1,164,138	)		(35,000	)
Long-term Portion	$	354,840		$	-

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Stock Options and Warrants (Tables)

6 Months Ended

Jun. 30, 2020

Share-based Payment Arrangement [Abstract]

Summary of Stock Options and Warrants Activity

A summary of stock options and warrants activity follows:

	Shares of Common Stock Exercisable Into
	Stock
	Options			Warrants		Total
Balance, December 31, 2019		20,167			7,492		27,659
Granted in 2019		56,667			-		56,667
Cancelled in 2019		(167	)		-		(167	)
Exercised in 2019		-			-		-
Balance, December 31, 2019		76,667			7,492		84,159
Granted in Q1 & Q2 2020		-			-		-
Cancelled in Q1 & Q2 2020		-			-		-
Exercised in Q1 & Q2 2020		-			-		-
Balance, June 30, 2020		76,667			7,492		84,159

Schedule of Issued and Outstanding Stock Options

Issued and outstanding stock options as of June 30, 2020 consist of:

Year	Number Outstanding		Exercise		Year of
Granted	And Exercisable		Price		Expiration
2018		20,000	$	0.3		2023
2019		56,667	$	0.3		2022
		76,667

Schedule of Issued and Outstanding Warrants

Issued and outstanding warrants as of June 30, 2020 consist of:

Year	Number Outstanding		Exercise			Year of
Granted	And Exercisable		Price			Expiration
2010		825	$	300		2020
2018		6,667	$	13.034	(a)	2023
Total		7,492

(a) 110% of the closing price of the Company’s common stock on the date that the Holder funds the full purchase price of the Note.

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2020

Income Tax Disclosure [Abstract]

Schedule of Provisions for (Benefits from) Income Taxes

The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21% to pretax income (loss) as follows:

	Six Month Ended June 30,
	2020			2019
Expected income tax (benefit) at 21%	$	(486.157	)	$	(246,228	)
Non-deductible stock-based compensation		204,915			173,921
Increase in deferred income tax assets
valuation allowance		281,242			72,307
Provision for (benefit from) income taxes	$	-		$	-

Schedule of Deferred Income Tax Assets

Deferred income tax assets consist of:

	June 30,			December 31,
	2020			2019
Net operating loss carryforward	$	1,581,410		$	1,300,168
Valuation allowance		(1,581,410	)		(1,300,168	)
Net	$	-		$	-

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2020

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

The Company evaluates the performance of the Durable Equipment Products segment based on income (loss) before income taxes, which includes interest income.

	Durable Equipment Products
Three months ended March 31, 2020
Revenue from external customers		443,742
Revenue from other segments		-
Segment profit		259,489
Segment assets		2,259,478
Six months ended June 30, 2020
Revenue from external customers		527,942
Revenue from other segments		-
Segment profit		278,337
Segment assets		2,228,575

	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
Total profit for reportable segment	$	18,848	$	279,190
Other income (expense) - net		-		(853	)
Income before income taxes	$	18,848	$	278,337

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases

At June 30, 2020, the future minimum lease payments under non-cancellable operating leases were:

Year ended December 31, 2020	$	23,071
Year ended December 31, 2021		47,055
Year ended December 31, 2022		15,685
Total	$	85,811

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Organization and Description of Business (Details Narrative)					6 Months Ended
	Mar. 06, 2020	Mar. 02, 2020	Jun. 04, 2013	Dec. 27, 2010	Jun. 30, 2020	Dec. 28, 2018	Jan. 05, 2015
State of incorporated					Florida
Entity date of incorporation					Oct. 11, 2005
Stockholders' equity, stock split				10 for 1 forward stock split
Stockholders' equity, reverse stock split	300:1 reverse split	300-to-1 reverse stock split	1 for 10 reverse stock split		300:1 reverse stock split rounding
Prosperity Systems, Inc [Member]
Business acquisition, percentage							100.00%
Pure Health Products, LLC [Member]
Business acquisition, percentage						100.00%

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Going Concern Uncertainty (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 390,201		$ 390,201		$ 46,540
Working capital	2,005,234		2,005,234
Net income loss	$ 1,188,425	$ 1,437,491	$ 2,315,032	$ 2,610,005

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)				3 Months Ended		6 Months Ended
	Mar. 06, 2020	Mar. 02, 2020	Jun. 04, 2013	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Accounting Policies [Abstract]
Bad debt expense						$ 131,985
Prepaid expenses				$ 1,836,523	$ 3,226,390	$ 1,836,523	3,226,390
Investment shares in trading securities						1,000,000
Advertising costs				$ 141,205	$ 127,374	$ 260,035	153,762
Research and development cost						$ 25,000	$ 70,000
Stockholders equity, Reverse stock split	300:1 reverse split	300-to-1 reverse stock split	1 for 10 reverse stock split			300:1 reverse stock split rounding

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Inventories - Schedule of Inventories (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw materials	$ 359,213	$ 708,239
Finished goods	14,620	76,258
Total	$ 373,833	$ 784,497

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Notes Receivable - Schedule of Notes Receivable (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Note receivable, Total	$ 23,787	$ 24,268
Current portion of notes receivable	(23,787)	(24,268)
Noncurrent portion of notes receivable
Employee One [Member]
Note receivable, Total	2,898	4,879
Employee Two [Member]
Note receivable, Total	1,500
Stock Market Manager, Inc [Member]
Note receivable, Total	$ 19,389	$ 19,389

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Notes Receivable - Schedule of Notes Receivable (Details) (Parenthetical) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Employee One [Member]
Note receivable interest rate	8.00%	8.00%
Installments	$ 1,200	$ 1,200
Employee Two [Member]
Note receivable interest rate	0.00%	0.00%
Installments	$ 125	$ 125
Stock Market Manager, Inc [Member]
Notes receivable due date	Nov. 30, 2020	Nov. 30, 2020
Note receivable interest rate	3.00%	3.00%

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Property and Equipment, Net - Summary of Property, Plant and Equipment (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Furniture & Fixtures	$ 21,724	$ 19,018
Office Equipment	12,378	12,378
Manufacturing Equipment	363,798	355,016
Medical Equipment	783,782	783,782
Leasehold Improvements	26,902	21,603
Total	1,208,584	1,191,797
Accumulated depreciation	(178,065)	(116,555)
Net	$ 1,030,519	$ 1,075,242

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Intangible Assets, Net (Details Narrative) - USD ($)				6 Months Ended
	Jun. 23, 2020	Feb. 20, 2019	Jan. 14, 2019	Jun. 30, 2020	Jun. 30, 2019
Cash payments					$ 50,000
Intangible assets, net				$ 0
Mediiusa Group, Inc [Member]
Shares issued to acquire assets	50,000
Shares issued to acquire assets, value	$ 69,375
SRAX, Inc [Member]
Shares issued to acquire assets	185,000
Shares issued to acquire assets, value	$ 131,812
License and Acquisition Agreement [Member] | Hudilab, Inc. [Member]
Shares issued to acquire assets			25,000
Shares issued to acquire assets, value			$ 131,625
Asset Purchase Agreement [Member] | Seven Chakras, LLC [Member]
Shares issued to acquire assets		3,333
Shares issued to acquire assets, value		$ 17,030
Cash payments		$ 50,000

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Intangible Assets, Net - Schedule of Intangible Assets and Goodwill (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Patent costs incurred by WRAP	$ 6,880	$ 6,880
Hemp license and technology	1,000,000	1,000,000
CBD technology	198,655	198,655
Platform account contract	131,812
Hemp processing use	69,375
Other	3,548	3,548
Total	1,460,270	1,259,083
Accumulated amortization and Impairment	(479,679)	(202,521)
Net	980,591	1,056,562
Video Conferencing Software Acquired by Prosperity in December 2009 [Member]
Software acquired	30,000	30,000
Enterprise and Audit Software Acquired by Prosperity in April 2008 [Member]
Software acquired	$ 20,000	$ 20,000

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Marketable Securities - Schedule of Marketable Securities (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Cash and Cash Equivalents [Abstract]
Marketable securities, at cost	$ 600,000
Unrealized losses	(50,000)
Total marketable securities at fair value	$ 550,000

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Notes and Loans Payable - Schedule of Notes and Loans Payable (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Total Notes and Loans Payable	$ 1,622,840	$ 35,000
Less: Unamortized Finance Cost	(103,862)
Total Notes and Loans Payable - Net	1,164,138	35,000
Less: Current Portion	(1,164,138)	(35,000)
Long-term Portion	354,840
Note Payable One [Member]
Total Notes and Loans Payable	5,000	5,000
Note Payable Two [Member]
Total Notes and Loans Payable	550,000
Loan Payable One [Member]
Total Notes and Loans Payable	153,000	30,000
Note Payable Three [Member]
Total Notes and Loans Payable	225,000
Note Payable Four [Member]
Total Notes and Loans Payable	115,000
Note Payable Five [Member]
Total Notes and Loans Payable	220,000
Note Payable Six [Member]
Total Notes and Loans Payable	194,940
Note Payable Seven [Member]
Total Notes and Loans Payable	$ 159,900

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Notes and Loans Payable - Schedule of Notes and Loans Payable (Details) (Parenthetical) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Notes Payable One [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument, maturity date	Aug. 22, 2016	Aug. 22, 2016
Note Payable Two [Member]
Debt instrument, maturity date	Sep. 01, 2020	Sep. 01, 2020
Original discount amount	$ 44,654	$ 44,654
Loan Payable One [Member]
Debt instrument, interest rate	12.00%	12.00%
Debt instrument, maturity date	Dec. 31, 2020	Dec. 31, 2020
Note Payable Three [Member]
Debt instrument, maturity date	Oct. 21, 2020
Original discount amount	$ 21,041
Note Payable Four [Member]
Debt instrument, maturity date	Jun. 17, 2021
Original discount amount	$ 10,522
Note Payable Five [Member]
Debt instrument, maturity date	Jun. 17, 2021
Original discount amount	$ 27,645
Note Payable Six [Member]
Debt instrument, interest rate	1.00%
Debt instrument, maturity date	May 31, 2022
Note Payable Seven [Member]
Debt instrument, interest rate	3.75%
Debt instrument, maturity date	Jun. 30, 2050

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Preferred Stock (Details Narrative) - USD ($)										1 Months Ended		3 Months Ended		6 Months Ended
	Dec. 16, 2019	Aug. 13, 2019	Jun. 07, 2019	May 28, 2019	May 09, 2019	May 01, 2019	Apr. 26, 2019	Jan. 28, 2019	Oct. 15, 2018	May 31, 2019	Mar. 12, 2019	Mar. 31, 2020	Dec. 31, 2019	Jun. 30, 2020	Jun. 30, 2019
Fair value of preferred stock issuance															$ 1,946,100
Preferred Stock C [Member]
Number of convertible shares														25,000
Common Stock [Member]
Stock issued during period, shares, issued for services															159,737
Shares issued during the period															224,314
Fair value of preferred stock issuance															$ 1,946,100
Common Stock [Member] | RedDiamond Partners LLC [Member]
Shares issued during the period	35,666	97,607	10,726		23,710	8,581	6,436				67,405
Consultant [Member]
Stock issued during period, shares, issued for services												27,500	122,258
Consultant [Member] | Common Stock [Member]
Stock issued during period, shares, issued for services								33,333
Series A Preferred Stock [Member]
Number of convertible shares														33,334
Number of voting rights per share														66,666
Preferred stock, voting rights														Each share of Series A Preferred Stock is convertible into 33,334 shares of CANB common stock and is entitled to 66,666 votes.
Series A Preferred Stock [Member] | Consultant [Member]
Stock issued in exchange for retirement of shares								1
Series A Preferred Stock [Member] | Stanley L. Teeple [Member] | Employment Agreement [Member]
Stock issued during period, shares, issued for services									1	3
Shares issued during the period				3
Fair value of preferred stock issuance				$ 1,203,000
Amortized vesting period				4 years
Series B Preferred Stock [Member]
Preferred stock, voting rights														The shares of Series B Preferred Stock have no voting rights.
Dividend, description														Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights.
Preferred stock, dividend rate, percentage														5.00%
Series B Preferred Stock [Member] | RedDiamond Partners LLC [Member]
Stock issued in exchange for retirement of shares		227,590	25,000		55,263	20,000	15,000				157,105

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Common Stock (Details Narrative) - USD ($)					2 Months Ended		3 Months Ended						6 Months Ended
	Feb. 20, 2019	Feb. 05, 2019	Jan. 28, 2019	Jan. 14, 2019	Mar. 27, 2019	Mar. 17, 2019	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 27, 2019	Jun. 30, 2020	Jun. 30, 2019
Stock issued during the period, value														$ 1,946,100
Proceeds from issuance of common stock														$ 1,946,100
TZ Wholesale LLC [Member]
Stock issued during period, shares, issued for services		6,667
Common Stock [Member]
Stock issued during the period														224,314
Stock issued during the period, value														$ 1,946,100
Stock issued during period, shares, issued for services														159,737
Consultant [Member]
Stock issued during period, shares, issued for services							111,734			18,061	51,706
Members of Advisory Board, Medical Advisory Board, and Sports Advisory Board [Member]
Stock issued during period, shares, issued for services							20,319			18,333	13,916
Stock Purchase Agreement [Member]
Stock issued during the period										155,241	86,207
Proceeds from issuance of common stock										$ 1,350,600	$ 750,000
License and Acquisition Agreement [Member] | Hudilab, Inc. [Member]
Shares issued to acquire assets				25,000
Asset Purchase Agreement [Member] | Seven Chakras, LLC [Member]
Shares issued to acquire assets	3,333
Executive Employment Agreements [Member]
Stock issued during period, shares, issued for services							30,000		5,000	16,000	4,615
Joint Venture Agreement [Member]
Stock issued during the period										40,247
Investor Purchase Agreement [Member]
Stock issued during period, shares, issued for services									125,000
Proceeds from issuance of common stock									$ 487,500
Junior Convertible Promissory Note Purchase Agreement [Member] | First Fire Global Opportunities Fund, LLC [Member]
Stock issued during period, shares, issued for services								20,000
Junior Convertible Promissory Note Purchase Agreement [Member] | Labrys Fund, L.P [Member]
Stock issued during the period							24,545
Junior Convertible Promissory Note Purchase Agreement [Member] | Eagle Equities, LLC [Member]
Stock issued during the period							20,000
Junior Convertible Promissory Note Purchase Agreement [Member] | First Fire Global Opportunities Fund, LLC [Member]
Stock issued during period, shares, issued for services								99,508
Platform access agreement [Member] | SRAX, Inc [Member]
Stock issued during the period							185,000
hemp processing use agreement [Member] | Mediiusa Group, Inc [Member]
Stock issued during the period							50,000
Returnable share Junior Convertible Promissory Note Purchase Agreement [Member] | Labrys Fund, L.P [Member]
Stock issued during the period							118,000
Multiple Investors [Member] | Common Stock [Member]
Stock issued during period, shares, issued for services						82,000
Multiple Investors [Member] | Stock Purchase Agreement [Member]
Stock issued during the period												138,107
Stock issued during the period, value												$ 1,196,100
Employees and Officers [Member] | Employee Agreement [Member] | Common Stock [Member]
Stock issued during period, shares, issued for services					3,893
Consultant [Member]
Stock issued during period, shares, issued for services								27,500	122,258
Consultant [Member] | Common Stock [Member]
Stock issued during period, shares, issued for services			33,333
Medical Advisory Board, and Sports Advisory Board [Member]
Stock issued during period, shares, issued for services								31,335	14,167

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Stock Options and Warrants (Details Narrative) - USD ($)					3 Months Ended
	Oct. 15, 2019	Sep. 09, 2019	Oct. 21, 2018	Jun. 11, 2018	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018	Jun. 30, 2018
Stock options, fair value						$ 192,000	$ 118,200	$ 84,000
Stock options, share price						$ 7.20	$ 11.82	$ 8.40
Stock options, expected term						3 years	5 years	5 years
Stock options, expected volatility rate						242.00%	221.96%	262.00%
stock options, risk-free interest rate						1.46%	3.05%	2.80%
Carl Dilley [Member]
Granted options				10,000
Stock issued in exchange for retirement of shares				10,000
Options exercisable for purchase of share				1
Exercisable price per share				$ 0.30
Expiration date				Jun. 11, 2023
Stanley L. Teeple [Member]
Granted options			10,000
Exercisable price per share			$ 0.30
Expiration date			Oct. 01, 2023
Johnny Mack [Member]
Granted options		26,667
Options exercisable for purchase of share		1
Exercisable price per share		$ 0.30
Expiration date		Sep. 09, 2022
Frederick Alger Boyer [Member]
Granted options	10,000
Options exercisable for purchase of share	1
Exercisable price per share	$ 0.30
Expiration date	Oct. 15, 2022
Stock options, fair value					$ 63,000
Stock options, share price					$ 6.30
Stock options, expected term					3 years
Stock options, expected volatility rate					242.00%
stock options, risk-free interest rate					1.60%
Jr., Ronald A. Silver [Member]
Granted options	10,000
Options exercisable for purchase of share	1
Exercisable price per share	$ 0.30
Expiration date	Oct. 15, 2022
Stock options, fair value					$ 63,000
Stock options, share price					$ 6.30
Stock options, expected term					3 years
Stock options, expected volatility rate					242.00%
stock options, risk-free interest rate					1.60%
James F. Murphy [Member]
Granted options	10,000
Options exercisable for purchase of share	1
Exercisable price per share	$ 0.30
Expiration date	Oct. 15, 2022
Stock options, fair value					$ 63,000
Stock options, share price					$ 6.30
Stock options, expected term					3 years
Stock options, expected volatility rate					242.00%
stock options, risk-free interest rate					1.60%

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Stock Options and Warrants - Summary of Stock Options and Warrants Activity (Details) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Beginning balance	84,159	27,659
Granted		56,667
Cancelled		(167)
Exercised
Ending balance	84,159	84,159
Warrant [Member]
Beginning balance	7,492	7,492
Granted
Cancelled
Exercised
Ending balance	7,492	7,492
Stock Option [Member]
Beginning balance	76.667	20,167
Granted		56,667
Cancelled		(167)
Exercised
Ending balance	76,667	76.667

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Stock Options and Warrants - Schedule of Issued and Outstanding Stock Options (Details)	6 Months Ended
	Jun. 30, 2020 $ / shares shares
Number of Options Outstanding and Exercisable, Number	76,667
Stock Option 2018 [Member]
Number of Options Outstanding and Exercisable, Number	20,000
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares	$ 0.3
Number of Options Outstanding and Exercisable, Expiration year	2023
Stock Option 2019 [Member]
Number of Options Outstanding and Exercisable, Number	56,667
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares	$ 0.3
Number of Options Outstanding and Exercisable, Expiration year	2022

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Stock Options and Warrants - Schedule of Issued and Outstanding Warrants (Details)	6 Months Ended
	Jun. 30, 2020 $ / shares shares
Warrant [Member]
Number of Warrants Outstanding and Exercisable, Number	7,492
2010 Warrant [Member]
Number of Warrants Outstanding and Exercisable, Number	825
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares	$ 300
Number of Warrants Outstanding and Exercisable, Expiration year	2020
2018 Warrant [Member]
Number of Warrants Outstanding and Exercisable, Number	6,667
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares	$ 13.034	[1]
Number of Warrants Outstanding and Exercisable, Expiration year	2023

[1] 110% of the closing price of the Company's common stock on the date that the Holder funds the full purchase price of the Note.

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Stock Options and Warrants - Schedule of Issued and Outstanding Warrants (Details) (Parenthetical)	6 Months Ended
	Jun. 30, 2020
2018 Warrant [Member]
Percentage of closing price of common stock funding purchase price	110.00%

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Income Taxes (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal income tax rate	21.00%	21.00%
Deferred income tax asset, valuation allowance	$ 1,581,410	$ 1,581,410	$ 1,300,168
Operating loss carryforwards		7,530,518
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, percent	100.00%
Operating loss carryforwards, 2025		1,369
Operating loss carryforwards, 2026		518,390
Operating loss carryforwards, 2027		594,905
Operating loss carryforwards, 2028		686,775
Operating loss carryforwards, 2029		159,141
Operating loss carryforwards, 2030		151,874
Operating loss carryforwards, 2031		135,096
Operating loss carryforwards, 2032		166,911
Operating loss carryforwards, 2033		311,890
Operating loss carryforwards, 2034		25,511
Operating loss carryforwards, 2035		338,345
Operating loss carryforwards, 2036		381,638
Operating loss carryforwards, 2037		499,288
Operating loss carryforwards, 2038		716,858
Operating loss carryforwards, 2039		1,503,282
Operating loss carryforwards, 2040		1,339,245
Income tax examination, penalties and interest expense

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Income Taxes - Schedule of Provisions for (Benefits from) Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Tax Disclosure [Abstract]
Expected income tax (benefit) at 21%			$ (486,157)	$ (246,228)
Non-deductible stock-based compensation			204,915	173,921
Increase in deferred income tax assets valuation allowance			281,242	72,307
Provision for (benefit from) income taxes	$ 275		$ 1,225

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Income Taxes - Schedule of Provisions for (Benefits from) Income Taxes (Details) (Parenthetical)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Income Tax Disclosure [Abstract]
Federal income tax rate	21.00%	21.00%

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Income Taxes - Schedule of Deferred Income Tax Assets (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 1,581,410	$ 1,300,168
Valuation Allowance	(1,581,410)	(1,300,168)	$ (1,581,410)
Net

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Segment Information (Details Narrative)	6 Months Ended
	Jun. 30, 2020 Integer
Segment Reporting [Abstract]
Number of reportable segments	1

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Segment Information - Schedule of Segment Reporting Information (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Revenue from external customers	$ 205,084		$ 633,579	$ 774,791	$ 1,150,739
Segment assets	7,188,614			7,188,614		$ 6,930,870
Income before income taxes	(1,188,150)		$ (1,437,491)	(2,313,807)	$ (2,610,005)
Durable Equipment Products [Member]
Revenue from external customers		$ 443,742		527,942
Revenue from other segments
Segment profit		259,489		278,337
Segment assets	2,228,575	$ 2,259,478		2,228,575
Total profit for reportable segment	18,848			279,190
Other income (expense) - net				(853)
Income before income taxes	$ 18,848			$ 278,337

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Commitments and Contingencies (Details Narrative) - USD ($)																1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 15, 2020	Dec. 08, 2019	Oct. 10, 2019	Oct. 04, 2019	Sep. 06, 2019	Dec. 29, 2018	Dec. 29, 2018	Dec. 28, 2018	Nov. 12, 2018	Oct. 21, 2018	Oct. 15, 2018	Feb. 16, 2018	Feb. 12, 2018	Oct. 03, 2017	Dec. 01, 2014	May 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Oct. 31, 2019	Aug. 06, 2018	Sep. 11, 2015
Employee cash compensation per month																	$ 382,082	$ 829,138	$ 1,020,755	$ 1,274,688
Professional fees																	134,958	74,180	325,136	112,016
Rent expense																	29,046	$ 484	121,652	$ 12,344
Monthly rentals for lease year 1																	23,071		23,071
Monthly rentals for lease year 2																	47,055		47,055
Monthly rentals for lease year 3																	15,685		15,685
Operating lease, right-of-use asset																	78,052		78,052		$ 96,980
Lease liability																	78,727		$ 78,727
Estimated incremental borrowing rate																			10.00%
Future lease payments																	$ 85,811		$ 85,811
Sales Revenue, Net [Member] | No Customer [Member]
Concentration risk percentage																			10.00%
Concentration risk, description																			More than 10% of total revenues
Common Stock [Member]
Stock issued during period, shares, issued for services																				159,737
Stanley L. Teeple [Member]
Granted options to purchase stock										10,000
Exercisable price per share										$ 0.30
Executive Employment Agreement [Member] | Marco [Member]
Employee cash compensation per month														$ 10,000
New Employment Agreement [Member] | Marco [Member]
Employee cash compensation per month										$ 15,000
New Employment Agreement [Member] | Marco [Member] | Common Stock [Member]
Number of shares issued as a result of conversion									30,000,000
New Employment Agreement [Member] | Andrew W Holtmeyer [Member]
Employee cash compensation per month							$ 15,000
Employment term							4 years
New Employment Agreement [Member] | Andrew W Holtmeyer [Member] | Common Stock [Member]
Stock issued during period, shares, issued for services						829
Executive Service Agreement [Member] | David Posel [Member]
Employee cash compensation per month													$ 5,000
Employment term													4 years
Executive Service Agreement [Member] | David Posel [Member] | Series A Preferred Stock [Member]
Stock issued during period, shares, issued for services													1
Executive Service Agreement [Member] | Andrew W Holtmeyer [Member]
Employee cash compensation per month												$ 10,000
Employment term												3 years
Executive Service Agreement [Member] | Andrew W Holtmeyer [Member] | Series A Preferred Stock [Member]
Issuance of shares, description												3, 2 and 1 share of Series A Preferred Stock at the beginning of each year
Employment Agreement [Member] | Stanley L. Teeple [Member]
Employee cash compensation per month											$ 15,000
Employment term											4 years
Employment Agreement [Member] | Stanley L. Teeple [Member] | Series A Preferred Stock [Member]
Stock issued during period, shares, issued for services											1					3
Employment Agreement [Member] | Pasquale Ferro [Member]
Employee cash compensation per month								$ 15,000
Vesting term								4 years
Employment Agreement [Member] | Pasquale Ferro [Member] | Series A Preferred Stock [Member]
Stock issued during period, shares, issued for services								5
New Employment Services Agreement [Member] | Johnny J. Mack [Member]
Employee cash compensation per month					$ 15,000
Granted options to purchase stock					106,667
Number of stock options vesting					26,667
Exercisable price per share					$ 0.30
Accrued employee benefits				$ 13,315
Retention of options				26,667
New Employment Services Agreement [Member] | Johnny J. Mack [Member] | First Anniversary [Member]
Number of stock options vesting					26,667
New Employment Services Agreement [Member] | Johnny J. Mack [Member] | Second Anniversary [Member]
Number of stock options vesting					26,667
New Employment Services Agreement [Member] | Johnny J. Mack [Member] | Third Anniversary [Member]
Number of stock options vesting					26,667
Employee Agreement [Member] | Philip Scala [Member]
Employee cash compensation per month			$ 2,500
Employment term			3 years
Granted options to purchase stock			1,667
Shares issued price per share			$ 0.30
Investor Relations and Advisory Agreement [Member] | Initial 3 Months [Member] | Subsequent Event [Member] | Restricted Stock [Member]
Professional fees	$ 5,000
Investor Relations and Advisory Agreement [Member] | 4-6 Months [Member] | Subsequent Event [Member] | Restricted Stock [Member]
Professional fees	6,250
Investor Relations and Advisory Agreement [Member] | 7 Months and After [Member] | Subsequent Event [Member] | Restricted Stock [Member]
Professional fees	$ 7,500
Consulting Agreement [Member] | Restricted Stock [Member] | Seacore Capital Inc. [Member]
Stock issued during period, shares, issued for services		8,333
Lease Agreement [Member] | KLAM, Inc [Member]
Rent expense															$ 2,500
Lease Agreement [Member] | Unrelated Third Party [Member]
Initial term of lease																								37 months
Monthly rentals for lease year 1																								$ 2,922
Monthly rentals for lease year 2																								3,009
Monthly rentals for lease year 3																								$ 3,100
Renewed Lease Agreement [Member] | Unrelated Third Party [Member]
Monthly rentals for lease year 1																						$ 3,807	$ 3,193
Monthly rentals for lease year 2																						$ 3,921	3,289
Monthly rentals for lease year 3																							$ 3,388
Renewal term of lease																						30 months	36 months
Operating lease, right-of-use asset																						$ 100,681
Lease liability																						90,591
Adjusted modification of lease liabilities																						$ 103,260

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Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases (Details)	Jun. 30, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Year ended December 31, 2020	$ 23,071
Year ended December 31, 2021	47,055
Year ended December 31, 2022	15,685
Total	$ 85,811

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Related Party Transactions (Details Narrative)	6 Months Ended
	Jun. 30, 2020 USD ($)
Products sales to related parties	$ 0
LI Accounting Associates, LLC [Member]
Related party expense	42,600
LI Accounting Associates, LLC [Member] | Accounts Payable [Member]
Due to related parties	$ 6,600