United States securities and exchange commission logo





                              August 14, 2020

       Mark Palumbo
       Chief Executive Officer
       CannAssist International Corp
       1548 Loch Ness Dr.
       Fallbrook, CA 92028

                                                        Re: CannAssist
International Corp
                                                            Offering Statement
on Form 1-A
                                                            Filed July 20, 2020
                                                            File No. 024-11272

       Dear Mr. Palumbo:

              We have reviewed your offering statement and have the following
comments. In some of
       our comments, we may ask you to provide us with information so we may
better understand your
       disclosure.

              Please respond to this letter by amending your offering statement
and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response. After reviewing any amendment to your offering statement and
the information you
       provide in response to these comments, we may have additional comments.

       Offering Statement on Form 1-A filed July 20, 2020

       Summary
       Business Summary, page 5

   1.                                                   We note your statements
here and throughout the document that you believe your
                                                        technology provides the
company with a competitive advantage because your technology
                                                        "significantly
improves" upon the shelf-life of CBD and enables the company to produce
                                                        products with "a longer
efficacy period" as compared to your competitors. Please expand
                                                        the appropriate section
of your document to clarify the basis for these statements.
       Risk Related to the Company, page 9

   2.                                                   Please add a risk
factor making clear that Mark Palumbo holds the positions of chief
                                                        executive officer,
chief financial officer, treasurer, secretary and sole director of the
                                                        company and that Marla
Palumbo, his wife, is the company's president. The risk should
 Mark Palumbo
FirstName
CannAssistLastNameMark    Palumbo
           International Corp
Comapany
August 14, NameCannAssist
           2020             International Corp
August
Page 2 14, 2020 Page 2
FirstName LastName
         highlight the concentration of control and the conflicts of interest
that may arise between
         the interests of Mr. and Mrs. Palumbo on the one hand and the
company's shareholders on
         the other. Also, please ensure your disclosure here and elsewhere in
the document is clear
         that they are the sole officers and director, as you currently imply
in numerous instances
         that other individuals serve in officer or director capacities for the
company.
Use of Proceeds, page 19

3.       We note your statement on page 20 that the company anticipates that it
would need
         approximately $4,500,000 over the next 12 months to continue as a
going concern, satisfy
         its capital requirements and continue its operations in accordance
with its current business
         plan. Instruction 5 to Item 6 of Form 1-A requires that if any
material amounts of
         additional funds are necessary to accomplish the purposes specified in
the use of proceeds
         disclosure, registrants should state the amount of such other funds
needed for each such
         specified purpose and the sources thereof. Please revise your
disclosure on page 19 to
         include this information, notably the sources of the additional funds
needed.
Our Business
Marketing and Sales Strategy, page 25

4.       We note your disclosure describing your intent to develop an
independent sales network.
         Please expand this section to discuss your current methods of
distribution. For instance,
         we note your disclosure on page 32 that you paid sales commissions to
related party EME
         Ltd. in 2018 and 2019.
Description of Securities Being Offered, page 34

5.       We note that section 6 of the subscription agreement identifies the
state and federal courts
         located in Wyoming as the exclusive forum for all actions and
proceedings relating to the
         subscription agreement. Please disclose whether this provision applies
to actions arising
         under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the
         Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
         duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
         Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
         over all suits brought to enforce any duty or liability created by the
Securities Act or the
         rules and regulations thereunder. If the provision applies to
Securities Act claims, please
         also revise your offering circular to state that there is uncertainty
as to whether a court
         would enforce such provision and that investors cannot waive
compliance with the federal
         securities laws and the rules and regulations thereunder.
6.       Section 6 of the subscription agreement also includes a jury trial
waiver provision. Please
         revise your offering circular to:
             Describe the jury trial waiver, including how it will impact your
investors;
             Clarify whether the provision applies to claims under the federal
securities laws and
              whether it applies to claims other than in connection with this
offering;
 Mark Palumbo
FirstName
CannAssistLastNameMark    Palumbo
           International Corp
Comapany
August 14, NameCannAssist
           2020             International Corp
August
Page 3 14, 2020 Page 3
FirstName LastName
                To the extent the provision applies to federal securities law
claims, please revise the
              disclosure to state that by agreeing to the provision, investors
will not be deemed to
              have waived the company   s compliance with the federal
securities laws and the rules
              and regulations thereunder; and
                Clarify whether purchasers of interests in a secondary
transaction would be subject to
              the provision.
Exhibits

7.       We note your statement that the company manufactures and distributes
its products from
         facilities operated by a third party contract manufacturer and
distributor located in
         Coppell, Texas, and that you purchase materials to formulate your CBD
products from
         NectarTek. Please provide an analysis regarding the application of
Item 601(b)(10)(ii)(B)
         and (D) to these relationships.
8.       Please file an opinion of counsel that addresses the legality of each
component of the unit,
         as well as the unit itself. Please also advise us of the extent that
counsel believes the units
         should be treated in a similar fashion as shares of capital stock
under applicable state
         law such that an opinion that the units are "legally issued, fully
paid and non-assessable"
         is appropriate. For guidance, please refer to Section II.B.1.h of
Staff Legal Bulletin No.
         19.
General

9.       Prior to requesting qualification of this offering statement, please
resolve all comments
         issued in our August 14, 2020 letter regarding your Form 10-K for the
fiscal year ended
         December 31, 2019 and related filings.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       Please contact Laura Crotty at (202) 551-7614 or Mary Beth Breslin at
(202) 551-3625
with any questions.



                                                                 Sincerely,
 Mark Palumbo
CannAssist International Corp
August 14, 2020
Page 4

FirstName LastNameMark Palumbo
                                             Division of Corporation Finance
Comapany NameCannAssist International Corp
                                             Office of Life Sciences
August 14, 2020 Page 4
cc:       Jarvis J. Lagman
FirstName LastName