As filed with the U.S. Securities and ExchangeCommission February 26, 2021

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CANNABIS GLOBAL, INC.

(Exact Name of Registrant as Specified in itsCharter)

(Address, including zip code, and telephonenumber, including area code, of registrant’s principal executive offices)

Arman Tabatabaei

520 S Grand Avenue, Suite 320

Los Angeles, California 90071

(310) 986-4929 

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

Copies to:

Mailander Law Office, Inc.

Tad Mailander

4811 49^th Street

San Diego, CA 92115

(619) 239-9034

Approximate date of commencement of proposedsale to the public:  From time to time after the effective date of this Registration Statement.

If any of the securities being registered onthis Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check thefollowing box: ☒

If this Form is filed to register additionalsecurities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the SecuritiesAct Registration Statement number of the earlier effective Registration Statement for the same offering. ☐

If this Form is a post-effective amendmentfiled pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statementnumber of the earlier Registration Statement for the same offering. ☐

If this Form is a post-effective amendmentfiled pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statementnumber of the earlier Registration Statement for the same offering. ☐

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

CALCULATION OF REGISTRATION FEE CHART

THE REGISTRANT HEREBY AMENDS THIS REGISTRATIONSTATEMENT ON SUCH DATES OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENTWHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OFTHE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SECTION8(a) MAY DETERMINE.

THIS REGISTRATION STATEMENT AND THE PROSPECTUSTHEREIN COVER THE REGISTRATION OF 19,000,000 SHARES OF COMMON STOCK.

The information in this Prospectusis not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securitiesand Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offerto buy these securities in any state where the offer or sale is not permitted.

Subject to completion, datedFebruary 26, 2020

PRELIMINARY PROSPECTUS

CANNABIS GLOBAL, INC.

520 S Grand Avenue, Suite 320

Los Angeles, California 90071

(310) 986-4929

19,000,000 SHARES OF COMMON STOCK

19,000,000 Shares of Common Stock being soldat a fixed price of $0.15 per share pursuant to the Primary Offering

This preliminary prospectusrelates to the registration of 19,000,000 shares of common stock in Cannabis Global, Inc., a Nevada corporation (referred to hereinas the “Company,” “we,” “our,” “us,” or other similar pronouns). The Company isregistering 19,000,000 shares of common stock at a fixed price of $0.15 per share in a direct public offering (“Direct Offering”).See “Plan of Distribution” beginning on page 24 of this prospectus for more information.

Our shares of commonstock subject to the Direct Offering are referred to herein collectively as our “Shares.” We estimate our totaloffering registration costs to be approximately $5373.12 6 and our legal and auditor related fees will be $6,000 equaling attotal expense to the Company of $6,524.66 relating to the registration, which will be paid from existing corporate funds,thus not affecting the proceeds of this offering. There is no minimum number of shares that must be sold by us for theoffering to proceed. The Company will retain any proceeds from the Direct Offering.

Our Common Stock is currentlyquoted on the OTC Markets Pink under the symbol “CBGL”. On February 24, 2021, the closing price as reported was $0.18 pershare.

INVESTING IN OURSECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS”CONTAINED ON PAGE 6 HEREIN AND IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED AUGUST 31, 2020, AS WELL AS OUR SUBSEQUENTLYFILED PERIODIC AND CURRENT REPORTS, WHICH WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND ARE INCORPORATED BY REFERENCEINTO THIS PROSPECTUS. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE YOU MAKE YOUR INVESTMENT DECISION.

NEITHER THE SECURITIESAND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THISPROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is February 26,2021

TABLE OF CONTENTS

You should rely only on the informationcontained or incorporated by reference to this Prospectus in deciding whether to purchase our Shares. We have not authorized anyoneto provide you with information different from that contained in this Prospectus. Under no circumstances should the delivery toyou of this Prospectus or any sale made pursuant to this Prospectus create any implication that the information contained in thisProspectus is correct as of any time after the date of this Prospectus. Our business, financial condition, operating results andprospects may have changed since that date. To the extent that any facts or events arising after the date of this Prospectus, individuallyor in the aggregate, represent a fundamental change in the information presented in this Prospectus, this Prospectus will be updatedto the extent required by law.

Cannabis Global, Inc., the Cannabis Globallogo, Hemp You Can Feel™, Gummies You Can Feel™, Comply Bag™ and other trademarks or service marks of CannabisGlobal, Inc. appearing in this Prospectus are the property of Cannabis Global, Inc. This Prospectus also includes trademarks, tradenamesand service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to inthis Prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, that we will notassert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to thesetrademarks and tradenames.

GENERAL MATTERS

Unless otherwise notedor the context indicates otherwise “we,” “us,” “our,” “Company” or “CBGL”refers to Cannabis Global, Inc., a Nevada corporation, formerly known as MCTC Holdings, Inc. On December 4, 2019, our shareholdersapproved and authorized (i) re-domiciling the Company from Delaware to Nevada; (ii) changing the name of the Company from MCTCHoldings, Inc. to Cannabis Global, Inc.; and, (iii) seeking a corresponding change of name and new trading symbol for the Companywith FINRA. On March 30, 2020, we filed Articles of Conversion with the Delaware Secretary of State, electing to convert and re-domicilethe Company from a Delaware corporation to a newly formed Nevada corporation named Cannabis Global, Inc. Concurrently, we filedArticles of Incorporation and Articles of Domestication with the Nevada Secretary of State incorporating the Company in Nevadaunder the name Cannabis Global, Inc. and accepting the re-domicile of our former Delaware corporation. There is no change to ourfiscal year end. On August 1, 2020, FINRA approved our name change to Cannabis Global, Inc. with a corresponding new trading symbol:“CBGL.”

References to “Management”in this Prospectus mean the senior officers of the Company. See “Directors and Executive Officers.” Any statementsin this Prospectus made by or on behalf of Management are made in such persons’ capacities as officers of the Company andnot in their individual capacities.

Prospective purchasersshould rely only on the information contained in this Prospectus. We have not authorized any other person to provide prospectivepurchasers with additional or different information. If anyone provides prospective purchasers with additional or different orinconsistent information, including information or statements in media articles about us, prospective purchasers should not relyon it. Prospective purchasers should assume that the information appearing in this Prospectus is accurate only as the date of filing,regardless of its time of delivery or of any distribution of the Offered Shares. Our business, financial conditions, results ofoperations and prospects may have changed since that date.

Our Consolidated FinancialStatements included with this Prospectus are presented in United States dollars.

CAUTIONARY NOTE TO INVESTORS

Our business is focusedon the research and development of cannabis, hemp and hemp derived products, and on the legal sales of marijuana and/or cannabispermitted under California law. Hemp and marijuana are members of the cannabis family. Cannabis is a Schedule 1 illegal drug underthe Controlled Substances Act, 21 U.S.C. § 811 (hereafter referred to as the “CSA”). As is discussed below, Hempcontaining less than 0.3 percent THC is not a Schedule 1 drug under the CSA.

As of the date of thisfiling, thirty-five states, the District of Columbia and four U.S. Territories currently have laws broadly legalizing cannabisin some form for either medicinal or recreational use governed by state specific laws and regulations. Although legalized in somestates, cannabis and hemp containing more than 0.3 percent THC are “Schedule 1” drugs under the CSA and are illegalunder federal law. Active enforcement of the current CSA regarding cannabis and hemp containing more than 0.3 percent THC may directlyand adversely affect our revenues and profits. The risk of strict enforcement of the CSA in light of Congressional activity, judicialholdings, and stated federal policy remains uncertain; See “Risk Factors” and “Government Regulation of Cannabis.”

On August 29, 2013, TheDepartment of Justice set out its prosecutorial priorities in light of various states legalizing cannabis for medicinal and/orrecreational use. The “Cole Memorandum” provided that when states have implemented strong and effective regulatoryand enforcement systems to control the cultivation, distribution, sale, and possession of cannabis, conduct in compliance withthose laws and regulations is less likely to threaten the federal priorities. Indeed, a robust system may affirmatively addressthose priorities by, for example, implementing effective measures to prevent diversion of cannabis outside of the regulated systemand to other states, prohibiting access to cannabis by minors, and replacing an illicit cannabis trade that funds criminal enterpriseswith a tightly regulated market in which revenues are tracked and accounted for. In those circumstances, consistent with the traditionalallocation of federal-state efforts in this area, the Cole Memorandum provided that enforcement of state law by state and locallaw enforcement and regulatory bodies should remain the primary means of addressing cannabis-related activity. If state enforcementefforts are not sufficiently robust to protect against the harms set forth above, the federal government may seek to challengethe regulatory structure itself in addition to continuing to bring individual enforcement actions, including criminal prosecutions,focused on those harms.

On January 4, 2018, AttorneyGeneral Jeff Sessions issued a memorandum for all United States Attorneys concerning cannabis enforcement under the CSA. Mr. Sessionsrescinded all previous prosecutorial guidance issued by the Department of Justice regarding cannabis, including the August 29,2013 “Cole Memorandum”.

In rescinding the ColeMemorandum, Mr. Sessions stated that U.S. Attorneys must decide whether or not to pursue prosecution of cannabis activity basedupon factors including: the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact ofparticular crimes on the community. Mr. Sessions reiterated that the cultivation, distribution and possession of marijuana continuesto be a crime under the U.S. Controlled Substances Act.

On March 23, 2018, PresidentDonald J. Trump signed into law a $1.3 trillion-dollar spending bill that included an amendment known as “Rohrabacher-Blumenauer,”which prohibits the Justice Department from using federal funds to prevent certain states “from implementing their own Statelaws that authorize the use, distribution, possession or cultivation of medical cannabis.”

On December 20, 2018, PresidentDonald J. Trump signed into law the Agriculture Improvement Act of 2018, otherwise known as the “Farm Bill”. Priorto its passage, hemp, a member of the cannabis family, was classified as a Schedule 1 controlled substance, and so illegal underthe federal CSA.

With the passage of theFarm Bill, hemp cultivation containing less than 0.3 percent THC is now broadly permitted. The Farm Bill explicitly allows thetransfer of hemp-derived products across state lines for commercial or other purposes. It also puts no restrictions on the sale,transport, or possession of hemp-derived products, so long as those items are produced in a manner consistent with the law.

Under Section 10113 ofthe Farm Bill, hemp cannot contain more than 0.3 percent THC. THC refers to the chemical compound found in cannabis that producesthe psychoactive “high” associated with cannabis. Any cannabis plant that contains more than 0.3 percent THC wouldbe considered non-hemp cannabis—or marijuana—under the CSA and would not be legally protected under this new legislationand would be treated as an illegal Schedule 1 drug.

Additionally, there willbe significant, shared state-federal regulatory power over hemp cultivation and production. Under Section 10113 of the Farm Bill,state departments of agriculture must consult with the state’s governor and chief law enforcement officer to devise a planthat must be submitted to the Secretary of the United States Department of Agriculture (hereafter referred to as the “USDA”).A state’s plan to license and regulate hemp can only commence once the Secretary of USDA approves that state’s plan.In states opting not to devise a hemp regulatory program, USDA will construct a regulatory program under which hemp cultivatorsin those states must apply for licenses and comply with a federally run program. This system of shared regulatory programming issimilar to options states had in other policy areas such as health insurance marketplaces under Affordable Care Act, or workplacesafety plans under Occupational Health and Safety Act—both of which had federally-run systems for states opting not to setup their own systems.

The Farm Bill outlinesactions that are considered violations of federal hemp law (including such activities as cultivating without a license or producingcannabis with more than 0.3 percent THC). The Farm Bill details possible punishments for such violations, pathways for violatorsto become compliant, and even which activities qualify as felonies under the law, such as repeated offenses.

One of the goals of theprevious 2014 Farm Bill was to generate and protect research into hemp. The 2018 Farm Bill continues this effort. Section 7605re-extends the protections for hemp research and the conditions under which such research can and should be conducted. Further,section 7501 of the Farm Bill extends hemp research by including hemp under the Critical Agricultural Materials Act. This provisionrecognizes the importance, diversity, and opportunity of the plant and the products that can be derived from it, but also recognizesthat there is a still a lot to learn about hemp and its products from commercial and market perspectives.

As a result of the November,2020 federal elections, and the election of Joseph R. Biden as President, it is expected that the federal government will moveto amend parts of the CSA and de-schedule cannabis as a Schedule 1 drug.

In late January, 2021,Senate Majority Leader Chuck Schumer said lawmakers are in the process of merging various cannabis bills, including his own legalizationlegislation. He is working to enact reform in this Congressional session. This would include the Marijuana Freedom and OpportunityAct, that would federally de-schedule cannabis, reinvest tax revenue into communities most affected by the drug war, and fund effortsto expunge prior cannabis records. It is likely that the Marijuana Opportunity, Reinvestment, and Expungement (MORE) Act wouldbe incorporated.

Other federal legislationunder review for possible submission includes the SAFE Banking Act (or Secure and Fair Enforcement Act), a bill that would allowcannabis companies to access the federally-insured banking system and capital markets without the risk of federal enforcement action,and the Strengthening the Tenth Amendment Through Entrusting States Act (or STATES Act), a bill that seeks protections for businessesand individuals in states that have legalized and comply with state laws).

Active enforcement of thecurrent CSA on cannabis and hemp containing more than 0.3 percent THC may directly and adversely affect our revenues and profits.The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings, and stated federal policy remainsuncertain; See sections entitled “Risk Factors” and “Government Regulation of Cannabis.”

RISK FACTORS

Investing in our CommonStock involves a high degree of risk. You should carefully consider the risks described below, as well as the other informationin this Prospectus, including our financial statements and the related notes and “Management’s Discussion and Analysisof Financial Condition and Results of Operations,” before deciding whether to invest in our shares of Common Stock. The occurrenceof any of the events or developments described below could harm our business, financial condition, operating results, and growthprospects. In such an event, the market price of our shares of Common Stock could decline, and you may lose all or part of yourinvestment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair ourbusiness operations.

There could be unidentifiedrisks involved with an investment in our securities.

The following risk factorsare not a complete list or explanation of the risks involved with an investment in our securities. Additional risks will likelybe experienced that are not presently foreseen by the Company. Prospective investors must not construe the information providedherein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities,you should read this entire prospectus and consult with your own investment, legal, tax and other professional advisors. An investmentin our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefiniteperiod of time and who can afford to lose their entire investment. The Company makes no representations or warranties of any kindwith respect to the likelihood of the success or the business of the Company, the value of our securities, any financial returnsthat may be generated or any tax benefits or consequences that may result from an investment in the Company.

RISKS RELATED TO OUR BUSINESS

The novel coronavirus(COVID-19) pandemic may have unexpected effects on our business, financial condition and results of operations.

In March 2020, the WorldHealth Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measuresto reduce the spread of COVID-19. These measures have adversely affected workforces, customers, supply chains, consumer sentiment,economies, and financial markets, and, along with decreased consumer spending, have led to an economic downturn across many globaleconomies.

The COVID-19 pandemic hasrapidly escalated in the United States, creating significant uncertainty and economic disruption, and leading to record levelsof unemployment nationally. Numerous state and local jurisdictions have imposed, and others in the future may impose, shelter-in-placeorders, quarantines, shut-downs of non-essential businesses, and similar government orders and restrictions on their residentsto control the spread of COVID-19. Such orders or restrictions have resulted in temporary facility closures (including certainof our third-party VRCs), work stoppages, slowdowns and travel restrictions, among other effects, thereby adversely impacting ouroperations. In addition, we expect to be impacted by a downturn in the United States economy, which could have an adverse impacton discretionary consumer spending and may have a significant impact on our business operations and/or our ability to generaterevenues and profits.

In response to the COVID-19disruptions, we have implemented a number of measures designed to protect the health and safety of our staff and contractors. Thesemeasures include restrictions on non-essential business travel, the institution of work-from-home policies wherever feasible andthe implementation of strategies for workplace safety at our facilities that remain open. We are following the guidance from publichealth officials and government agencies, including implementation of enhanced cleaning measures, social distancing guidelinesand wearing of masks.

The extent to which COVID-19ultimately impacts our business, financial condition and results of operations will depend on future developments, which are highlyuncertain and unpredictable, including new information which may emerge concerning the severity and duration of the COVID-19 outbreakand the effectiveness of actions taken to contain the COVID-19 outbreak or treat its impact, among others. Additionally, whilethe extent to which COVID-19 ultimately impacts our operations will depend on a number of factors, many of which will be outsideof our control. The COVID-19 outbreak is evolving and new information emerges daily; accordingly, the ultimate consequences ofthe COVID-19 outbreak cannot be predicted with certainty.

In addition to the COVID-19disruptions possibility adversely impacting our business and financial results, they may also have the effect of heightening manyof the other risks described in “Risk Factors,” including risks relating to changes due to our limited operating history;our ability to generate sufficient revenue, to generate positive cash flow; our relationships with third parties, and many otherfactors. We will endeavor to minimize these impacts, but there can be no assurance relative to the potential impacts that may beincurred.

Uncertainty of profitability

Our business strategy mayresult in meaningful volatility of revenues, loses and/or earnings. As we will only develop a limited number of business efforts,services and products at a time, our overall success will depend on a limited number of business initiatives, which may cause variabilityand unsteady profits and losses depending on the products and/or services offered and their market acceptance.

Our revenues and our profitabilitymay be adversely affected by economic conditions and changes in the market for our products. Our business is also subject to generaleconomic risks that could adversely impact the results of operations and financial condition.

Because of the anticipatednature of the products that we offer and attempt to develop, it is difficult to accurately forecast revenues and operating resultsand these items could fluctuate in the future due to a number of factors. These factors may include, among other things, the following:

We have incurredlosses since our inception, have yet to achieve profitable operations and anticipate that we will continue to incur losses forthe foreseeable future.

Even if we obtain morecustomers or increase sales to our existing customers, there is no guarantee we will be able to generate a profit. Because we area small company and have limited capital, we must limit our products and services. Because we will be limiting our marketing activities,we may not be able to attract enough customers to buy our products to operate profitably.

We do not have sufficientcash on hand.

As of November 30, 2020,we had $59,885 of cash on hand.  Our cash resources are not sufficient for us to execute our business plan. If we donot generate sufficient cash from our intended financing activities and sales, we will be unable to continue our operations. Weestimate that within the next 12 months we will need approximately $3,335,129 in cash from either investors or operations to fullyexecute our business plan and to repay debts. While we intend to engage in future financings, there is no assurance that thesewill actually occur. Nor can we assure our shareholders that we will not be required to obtain additional financing on termsthat are dilutive of their interests. You should recognize that if we are unable to generate sufficient revenues or obtaindebt or equity financing, we will not be able to earn profits and may not be able to continue operations.

We may not be ableto continue our business as a going concern.

The Company's financialstatements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates therealization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated a deficitof $6,410,173 as of November 30, 2020. Management plans to raise additional capital through the sale of shares of Common Stockto pursue business development activities, but there are no assurances of success relative to the efforts.

If we are not ableto raise enough funds, we may not be able to successfully develop and market our products and our business may fail.

We do not have any commitmentsfor financing and we will need additional financing to meet our obligations and to continue our business. Although we plan to raisefunds through our Direct Public Offering, we cannot guarantee that we will be successful in such efforts.

Our business maysuffer if we are unable to attract or retain talented personnel.

Our success will dependin large measure on the abilities, expertise, judgment, discretion, integrity and good faith of Management, as well as other personnel.We have a small management team, and the loss of a key individual or our inability to attract suitably qualified replacements oradditional staff could adversely affect our business. Our success also depends on the ability of Management to form and maintainkey commercial relationships within the marketplace. No assurance can be given that key personnel will continue their associationor employment with us or that replacement personnel with comparable skills will be found. If we are unable to attract and retainkey personnel and additional employees, our business may be adversely affected. We do not maintain key-man life insurance on anyof our executive employees.

The loss of key Managementpersonnel could adversely affect our business.

We depend on the continuedservices of our executive officer and senior consulting team and are responsible for our day-to-day operations. Our success dependsin part on our ability to retain executive officers, to compensate executive officers at attractive levels, and to continue toattract additional qualified individuals to our management team. Although we have entered into an employment agreement with ourChief Executive Officer and Chief Financial Officer, and do not believe our Chief Executive Officer or Chief Financial Officeris planning to leave or retire in the near term, we cannot assure you that he will remain with us. The loss or limitation of theservices of any of our executives or members of our senior management team, or the inability to attract additional qualified managementpersonnel, could have a material adverse effect on our business, financial condition, results of operations, or independent associaterelations.

The lack of availableand cost-effective directors and officer’s insurance coverage in our industry may cause us to be unable to attract and retainqualified executives, and this may result in our inability to further develop our business.

Our business depends onattracting independent directors, executives and senior management to advance our business plans. We currently do not have directorsand officer’s insurance to protect our directors, officers and the company against the possible third-party claims. Thisis due to the significant lack of availability of such policies in the cannabis industry at reasonably competitive prices. As aresult, the Company and our executive directors and officers are susceptible to liability claims arising by third parties, andas a result, we may be unable to attract and retain qualified independent directors and executive management causing the developmentof our business plans to be impeded as a result.

If we fail to maintainsatisfactory relationships with future customers, our business may be harmed. 

Due to competition or otherfactors, we could lose business from our future customers, either partially or completely. The future loss of one or more of oursignificant customers or a substantial future reduction of orders by any of our significant customers could harm our business andresults of operations. Moreover, our customers may vary their order levels significantly from period to period and customers maynot continue to place orders with us in the future at the same levels as in prior periods. In the event that in the future we loseany of our larger customers, we may not be able to replace that revenue source. This could harm our financial results.

Management of growthwill be necessary for us to be competitive.

Successful expansion ofour business will depend on our ability to effectively attract and manage staff, strategic business relationships, and shareholders.Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships to navigate shiftsin the general economic environment. Expansion has the potential to place significant strains on financial, management, and operationalresources, yet failure to expand will inhibit our profitability goals.

We cannot guaranteethat we will succeed in achieving our goals, and our failure to do so would have a material adverse effect on our business, prospects,financial condition and operating results.

Some of business initiativesin the hemp and cannabis sectors are new and are only in the early stages of commercialization. As is typical in a new and rapidlyevolving industry, demand and market acceptance for recently introduced products and services are subject to a high level of uncertaintyand risk. Because the market for our Company is new and evolving, it is difficult to predict with any certainty the size of thismarket and its growth rate, if any. We cannot guarantee that a market for our Company will develop or that demand for our productswill emerge or be sustainable. If the market fails to develop, develops more slowly than expected or becomes saturated with competitors,our business, financial condition and operating results would be materially adversely affected.

We are attemptingto enter into several new business areas. We plan to address these new business areas with unproven technologies. Our inabilityto master the technical details of these new technologies could negatively impact our business.

We are attempting to enterseveral new areas of the hemp and cannabis markets, including THC remediation, the production of highly bioavailable cannabis infuseddrinks and the production of functional foods based on nanoparticle technologies. These businesses will require extensive technicalexpertise. There can be no assurances we will have the capital, personnel resources, or expertise to be successful relative tothese advanced technologies.

Our chosen methodfor cannabinoid delivery is controversial with an unproven safety of efficacy.

The safety profile relativeto oral consumption of polymeric or other forms of nanoparticles is unproven. There can be no guarantee of a proven safety profilefor any of our emerging technologies.

We may be unableto respond to the rapid technological change in the industry and such change may increase costs and competition that may adverselyaffect our business.

Rapidly changing technologies,frequent new product and service introductions and evolving industry standards characterize our market. The continued growth ofthe Internet and intense competition in our industry exacerbates these market characteristics. Our future success will depend onour ability to adapt to rapidly changing technologies by continually improving the performance features and reliability of ourproducts and services. We may experience difficulties that could delay or prevent the successful development, introduction or marketingof our products and services. In addition, any new enhancements must meet the requirements of our current and prospective customersand must achieve significant market acceptance. We could also incur substantial costs if we need to modify our products and servicesor infrastructures to adapt to these changes. We also expect that new competitors may introduce products or services that are directlyor indirectly competitive with us. These competitors may succeed in developing products and services that have greater functionalityor are less costly than our products and services and may be more successful in marketing such products and services. This competitioncould increase price competition and reduce anticipated profit margins.

The failure to enforceand maintain our intellectual property rights could adversely affect the value of the Company.

The success of our businesswill partially depend on our ability to protect our intellectual property. As of the date hereof, we do not have any federallyregistered patents or trademarks owned by us. We do have provisional patent and trademark applications pending. The unauthorizeduse of our intellectual property could diminish the value of our business, which would have a material adverse effect on our financialcondition and results of operation.

We have incurredlosses since our inception, have yet to achieve profitable operations and anticipate that we will continue to incur losses forthe foreseeable future.

Even if we obtain customers,there is no guarantee that we will be able to generate a profit. Because we are a small company and have limited capital, we mustlimit our products and services. Because we will be limiting our marketing activities, we may not be able to attract enough customersto buy our products to operate profitably. Further, we are subject to raw material pricing which can erode the profitability ofour products and put additional negative pressure on profitability. If we cannot operate profitably, we may have to suspend orcease operations.

For the fiscal year endedAugust 31, 2020 we incurred an operating loss of $3,623,892. For the fiscal year ended August 31, 2019, we incurred an operatingloss of $549,918. At August 31, 2020 we had an accumulated deficit of $6,056,949. Although we anticipate generating revenue infuture periods, such revenues may be insufficient to make the Company profitable. We plan to increase our expenses associated withthe development of our business. There is no assurance we will be able to derive revenues from the development of our businessto successfully achieve positive cash flow or that our business will be successful. If we achieve profitability, we may be unableto sustain or increase profits on a quarterly or annual basis.

We may not able todeduct some of our business expenses.

Section 280E of the InternalRevenue Code prohibits marijuana businesses from deducting their ordinary and necessary business expenses, forcing us to pay highereffective federal tax rates than similar companies in other industries. The effective tax rate on a marijuana business dependson how large its ratio of nondeductible expenses is to its total revenues. Therefore, our marijuana business may be less profitablethan it could otherwise be.

Laws and regulationsaffecting the medical and adult use marijuana industry are constantly changing, which could detrimentally affect our operation.

Local, state, and federalmedical and adult use marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could requireus to incur substantial costs associated with compliance or alter certain aspects of our business plan. In addition, violationsof these laws, or allegations of such violations, could disrupt certain aspects of our business plan and result in a material adverseeffect on certain aspects of our planned operations. In addition, it is possible that regulations may be enacted in the futurethat will be directly applicable to certain aspects of our businesses. We cannot predict the nature of any future laws, regulations,interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policiesand procedures, when and if promulgated, could have on our business.

We are reliant onsingle source suppliers for several components of our products. In the future, such supplies could be difficult or impossible toobtain, which would affect our ability to produce our products.

We purchase componentsfor our products from several larger corporations and from single source providers. Any difficulty in obtaining such supplies couldrestrict our ability to manufacture products for sales, which would affect our ability to generate revenues. There can be no assurancessuch suppliers of the components we require will not become difficult or impossible to obtain in the future.

If we incur substantialliability from litigation, complaints, or enforcement actions, our financial condition could suffer.

Our participation in themedical and adult use marijuana industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiriesby various federal, state, or local governmental authorities against us. Litigation, complaints and enforcement actions could consumeconsiderable amounts of financial and other corporate resources, which could have a negative impact on our sales, revenue, profitability,and growth prospects.

RISKS OF GOVERNMENT ACTION AND REGULATORY UNCERTAINTY

We could be found to be violating  lawsrelated to cannabis.

Our future business activities,including providing management services for cannabis delivery services in California, and the research and development of cannabisinfused drinks, will fall outside of the CSA and Farm Bill. Currently, many U.S. states plus the District of Columbia and Guam,have laws and/or regulations that recognize, in one form or another, legitimate medical and adult uses for cannabis and consumeruse of cannabis in connection with medical treatment or for recreational use. Many other states are considering similar legislation.Conversely, under the CSA, the policies and regulations of the federal government and its agencies are that cannabis has no medicalbenefit and a range of activities including cultivation and the personal use of cannabis is illegal and prohibited. Unless anduntil Congress amends the CSA with respect to cannabis, as to the timing or scope of any such potential amendments there can beno assurance, there is a risk that federal authorities may enforce current federal law, and we may be deemed to be producing, cultivating,dispensing and/or aiding or abetting the possession and distribution of cannabis in violation of federal law. Active enforcementof the current CSA on cannabis may thus directly and adversely affect our revenues and profits.

High tax rates oncannabis and compliance costs in California  may limit our customer base.

The State of Californiaimposes a 15.0% excise tax on products sold at licensed cannabis dispensaries. Local jurisdictions typically impose additionaltaxes on cannabis products. In addition, we incur significant costs complying with state and local laws and regulations. As a result,our products may likely cost more than similar products sold by other licensed vendors and we may lose market share to those vendors.

The Farm Bill recentlypassed, and undeveloped shared state-federal regulations over hemp cultivation and production may impact our business. 

The Farm Bill was signedinto law on December 20, 2018. Under Section 10113 of the Farm Bill, state departments of agriculture must consult with thestate’s governor and chief law enforcement officer to devise a plan that must be submitted to the Secretary of USDA. A state’splan to license and regulate hemp can only commence once the Secretary of USDA approves that state’s plan. In states optingnot to devise a hemp regulatory program, USDA will need to construct a regulatory program under which hemp cultivators in thosestates must apply for licenses and comply with a federally-run program. The details and scopes of each state’s plans arenot known at this time and may contain varying regulations that may impact our business. Even if a state creates a plan in conjunctionwith its governor and chief law enforcement officer, the Secretary of the USDA must approve it. There can be no guarantee thatany state plan will be approved. Review times may be extensive. There may be amendments and the ultimate plans, if approved bythe states and the USDA, may materially limit our business depending upon the scope of the regulations.

Laws and regulationsaffecting our industry to be developed under the Farm Bill are in development. 

As a result of the FarmBill’s recent passage, there will be a constant evolution of laws and regulations affecting the hemp industry that coulddetrimentally affect our operations. Local, state and federal hemp laws and regulations may be broad in scope and subject to changinginterpretations. These changes may require us to incur substantial costs associated with legal and compliance fees and ultimatelyrequire us to alter our business plan. Furthermore, violations of these laws, or alleged violations, could disrupt our businessand result in a material adverse effect on our operations. In addition, we cannot predict the nature of any future laws, regulations,interpretations or applications, and it is possible that regulations may be enacted in the future that will be directly applicableto our business.

The approach to theenforcement of cannabis laws may be subject to change, which creates uncertainty for our business.

As a result of the conflictingstate and federal laws regarding cannabis, our investments and operations of cannabis businesses in the U.S. are subject to inconsistentlaws and regulations. Laws and regulations affecting the cannabis industry are constantly changing, which could detrimentally affectour operations. Local, state and federal cannabis laws and regulations are broad in scope and subject to evolving interpretations,which could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violationsof these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations.It is also possible that regulations may be enacted in the future that will be directly applicable to our business. These ever-changingregulations could even affect federal tax policies that may make it difficult to claim tax deductions on our returns. We cannotpredict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additionalgovernmental regulations or administrative policies and procedures, when and if promulgated, could have on our business. 

The possible FDARegulation of hemp and industrial hemp derived CBD, and the possible registration of facilities where hemp is grown and CBD productsare produced, if implemented, could negatively affect the cannabis industry generally, which could directly affect our financialcondition.

The Farm Bill establishedthat hemp containing less the 0.3% THC was no longer a Schedule 1 drug under the CSA. Previously, the U.S. Food and Drug Administration(“FDA”) did not approve hemp or CBD derived from hemp as a safe and effective drug for any indication. The FDA consideredhemp and hemp-derived CBD as illegal Schedule 1 drugs. Further, the FDA has concluded that products containing hemp or CBD derivedfrom hemp are excluded from the dietary supplement definition under sections 201(ff)(3)(B)(i) and (ii) of the U.S. Food, Drug &Cosmetic Act, respectively. However, as a result of the passage of the Farm Bill, at some indeterminate future time, the FDA maychoose to change its position concerning products containing hemp, or CBD derived from hemp, and may choose to enact regulationsthat are applicable to such products, including, but not limited to: the growth, cultivation, harvesting and processing of hemp;regulations covering the physical facilities where hemp is grown; and possible testing to determine efficacy and safety of hempderived CBD. In this hypothetical event, our powdered drink products, which we plan to introduce will likely contain CBD and maybe subject to regulation. In the hypothetical event that some or all of these regulations are imposed, we do not know what theimpact would be on the hemp industry in general, and what costs, requirements and possible prohibitions may be enforced. If weare unable to comply with the conditions and possible costs of possible regulations and/or registration, as may be prescribed bythe FDA, we may be unable to continue to operate segments of our business. 

The scheduling statusof Tetrahydrocannabivarin (THC-V) and other cannabinoids with the Drug Enforcement Administration is uncertain.

During August of 2020,Drug Enforcement Administration (the “DEA”) issued a rule regarding the scheduling of hemp and marijuana. The rulingcould affect our ability to successfully market our THC-V beverage line.

Should the DEA determinethe manufactured cannabinoids we use in some of our products are scheduled under the CSA, our future business opportunities couldbe negatively impacted.

The Company is currentlyworking with the supplier of THC-V to determine the impact, if any, the ruling may have on our ability to market THC-V products.

The DEA published the followingsummary:

The purpose of this interimfinal rule is to codify in the Drug Enforcement Administration (DEA) regulations and statutory amendments to the Controlled SubstancesAct (CSA) made by the Agriculture Improvement Act of 2018 (AIA), regarding the scope of regulatory controls over marihuana, tetrahydrocannabinols,and other marihuana-related constituents. This interim final rule merely conforms DEA's regulations to the statutory amendmentsto the CSA that have already taken effect, and it does not add additional requirements to the regulations.

The Agriculture ImprovementAct of 2018, Public Law 115-334 (the AIA), was signed into law on December 20, 2018. It provided a new statutory definition of“hemp” and amended the definition of marihuana under 21 U.S.C. 802(16) and the listing of tetrahydrocannabinols under21 U.S.C. 812(c). The AIA thereby amends the regulatory controls over marihuana, tetrahydrocannabinols, and other marihuana-relatedconstituents in the Controlled Substances Act (CSA).

The rulemaking makes fourconforming changes to DEA's existing regulations:

According to the DEA, theAIA does not impact the control status of synthetically derived tetrahydrocannabinols (for Controlled Substance Code Number 7370)because the statutory definition of “hemp” is limited to materials that are derived from the plant Cannabis sativaL. For synthetically derived tetrahydrocannabinols, the concentration of Δ⁹-THC is not a determining factor inwhether the material is a controlled substance. All synthetically derived tetrahydrocannabinols remain schedule I controlled substances.

We could become subjectto other FDA regulations.

The cannabinoid deliverytechnologies we are developing could at a later date become subject to increased government regulation. Such additional regulationsand could have an adverse effect on our business operations.

We may not obtainthe necessary permits and authorizations to operate the medical and adult use marijuana business.

We may not be able to obtainor maintain the necessary licenses, permits, authorizations, or accreditations for our cultivation, production and dispensary businesses,or may only be able to do so at great cost. In addition, we may not be able to comply fully with the wide variety of laws and regulationsapplicable to the medical and adult use marijuana industry. Failure to comply with or to obtain the necessary licenses, permits,authorizations, or accreditations could result in restrictions on our ability to operate the medical and adult use marijuana business,which could have a material adverse effect on our business.

We plan to operatea cannabis extraction facility, which is subject to strict local, state and other regulations and codes.

We operate a licensed cannabismanufacturing and distribution business in Lynwood, California, holding a Type 7 California Manufacturing and a distribution license,allowing for cannabis product distribution anywhere in the state. The existing Type 7 license allows us to produce cannabis productsusing volatile solvents. While we plan to operate a business unit that will process cannabis using volatile solvents, thebusiness operation will be subject to regulatory approval. Delays in gaining compliance and/or approval could negatively affectour business operations and our ability to produce revenue and profits.

RISKS ASSOCIATED WITH BANK AND INSURANCE LAWS AND REGULATIONS

We and our customersmay have difficulty accessing the service of banks, which may make it difficult to sell our products and services and manage ourcash flows.

Since the commerce in cannabis,as not strictly defined in the 2018 Farm Bill, is illegal under federal law, federally most chartered banks will not accept depositfunds from businesses involved with cannabis. Consequently, businesses involved in the cannabis industry often have trouble findinga bank willing to accept their business. The inability to open bank accounts may make it difficult for our customers to operate.There does appear to be recent movement to allow state-chartered banks and credit unions to provide banking to the industry, butas of the date of this report there are only nominal entities that have been formed that offer these services. Further, in a February6, 2018, Forbes article, United States Secretary of the Treasury, Steven Mnuchin, is reported to have testified that his departmentis “reviewing the existing guidance.” But he clarified that he doesn’t want to rescind it without having an alternatepolicy in place to address public safety concerns.

Financial transactionsinvolving proceeds generated by cannabis-related conduct can form the basis for prosecution under the federal money launderingstatutes, unlicensed money transmitter statute and the U.S. Bank Secrecy Act. Despite guidance from the U.S. Department of theTreasury suggesting it may be possible for financial institutions to provide services to cannabis-related businesses consistentwith their obligations under the Bank Secrecy Act, banks remain hesitant to offer banking services to cannabis-related businesses.Consequently, those businesses involved in the cannabis industry continue to encounter difficulty establishing banking relationships.Our inability to maintain our current bank accounts would make it difficult for us to operate our business, increase our operatingcosts, and pose additional operational, logistical and security challenges and could result in our inability to implement our businessplan. Similarly, many of our customers are directly involved in cannabis sales and further restrictions to their ability to accessbanking services may make it difficult for them to purchase our products, which could have a material adverse effect on our business,financial condition and results of operations.

We are subject tocertain federal regulations relating to cash reporting.

The Bank Secrecy Act, enforcedby FinCEN, requires us to report currency transactions in excess of $10,000, including identification of the customer by name andsocial security number, to the IRS. This regulation also requires us to report certain suspicious activity, including any transactionthat exceeds $5,000 that we know, suspect or have reason to believe involves funds from illegal activity or is designed to evadefederal regulations or reporting requirements and to verify sources of funds. Substantial penalties can be imposed against us ifwe fail to comply with this regulation. If we fail to comply with these laws and regulations, the imposition of a substantial penaltycould have a material adverse effect on our business, financial condition and results of operations.

Due to our involvementin the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate our business,which may expose us to additional risk and financial liability.

Insurance that is otherwisereadily available, such as general liability, and directors and officer’s insurance, is more difficult for us to find, andmore expensive, because we are service providers to companies in the cannabis industry. There are no guarantees that we will beable to find such insurance(s) in the future, or that the cost will be affordable to us. If we are forced to go without such insurance(s),it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk andfinancial liabilities

RISK ASSOCIATED WITH OUR INDUSTRY

Our Business Canbe Affected by Unusual Weather Patterns.

Hemp and cannabis cultivationcan be impacted by weather patterns and these unpredictable weather patterns may impact our ability to harvest hemp. In addition,severe weather, including drought and hail, can destroy a hemp crop, which could result in us having no hemp to harvest, processand sell. If suppliers are unable to obtain sufficient hemp from which to process CBD, our ability to meet customer demand, generatesales, and maintain operations will be impacted.

Our business andfinancial performance may be adversely affected by downturns in the target markets that we serve or reduced demand for the typesof products we sell. 

Demand for our productsis often affected by general economic conditions as well as product-use trends in our target markets. These changes may resultin decreased demand for our products. The occurrence of these conditions is beyond our ability to control and, when they occur,they may have a significant impact on our sales and results of operations. The inability or unwillingness of our customers to paya premium for our products due to general economic conditions or a downturn in the economy may have a significant adverse impacton our sales and results of operations.

Changes within thecannabis industry may adversely affect our financial performance. 

Changes in the identity,ownership structure and strategic goals of our competitors and the emergence of new competitors in our target markets may harmour financial performance. New competitors may include foreign-based companies and commodity-based domestic producers who couldenter our specialty markets if they are unable to compete in their traditional markets. The paper industry has also experiencedconsolidation of producers and distribution channels. Further consolidation could unite other producers with distribution channelsthrough which we intend to sell our products, thereby limiting access to our target markets.

We may be subjectto certain tax risks and treatments that could negatively impact our results of operations.

Section 280E of the InternalRevenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking-controlled substances(within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits againstvarious cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a clarificationallowing the deduction of certain expenses, the scope of such items is interpreted very narrowly, and the bulk of operating costsand general administrative costs are not permitted to be deducted. While there are currently several pending cases before variousadministrative and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretationof Section 280E favorable to cannabis businesses.

The Company’sindustry is highly competitive, and we have less capital and resources than many of our competitors which may give them an advantagein developing and marketing products similar to ours or make our products obsolete.

We are involved in a highlycompetitive industry where we may compete with numerous other companies who offer alternative methods or approaches, who may havefar greater resources, more experience, and personnel perhaps more qualified than we do. Such resources may give our competitorsan advantage in developing and marketing products similar to ours or products that make our products less desirable to consumersor obsolete. There can be no assurance that we will be able to successfully compete against these other entities.

We may be unableto respond to the rapid technological change in the industry and such change may increase costs and competition that may adverselyaffect our business.

Rapidly changing technologies,frequent new product and service introductions and evolving industry standards characterize our market. The continued growth ofthe Internet and intense competition in our industry exacerbates these market characteristics. Our future success will depend onour ability to adapt to rapidly changing technologies by continually improving the performance features and reliability of ourproducts. We may experience difficulties that could delay or prevent the successful development, introduction or marketing of ourproducts. In addition, any new enhancements must meet the requirements of our current and prospective customers and must achievesignificant market acceptance. We could also incur substantial costs if we need to modify our products and services or infrastructuresto adapt to these changes.

We also expect that newcompetitors may introduce products or services that are directly or indirectly competitive with us. These competitors may succeedin developing products and services that have greater functionality or are less costly than our products and services and may bemore successful in marketing such products and services. Technological changes have lowered the cost of operating, communicationsand computer systems and purchasing software. These changes reduce our cost of selling products and providing services, but alsofacilitate increased competition by reducing competitors’ costs in providing similar products and services. This competitioncould increase price competition and reduce anticipated profit margins.

RISKS RELATED TO OUR COMMON STOCK

 We may needadditional capital that will dilute the ownership interest of investors.

We may require additionalcapital to fund our future business operations. If we raise additional funds through the issuance of equity, equity-related orconvertible debt securities, these securities may have rights, preferences or privileges senior to those of the rights of holdersof our shares of common stock, who may experience dilution of their ownership interest of our shares of Common Stock. We cannotpredict whether additional financing will be available to us on favorable terms when required, or at all. Since our inception,we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operationsin the future. The issuance of additional shares of Common Stock by our board of directors may have the effect of further dilutingthe proportionate equity interest and voting power of holders of our shares of Common Stock.

Our shares of CommonStock qualify as a penny stock. As such, we are subject to the risks associated with "penny stocks". Regulations relatingto "penny stocks" limit the ability of our shareholders to sell their shares and, as a result, our shareholders may haveto hold their shares indefinitely.

Our shares of Common Stockare deemed to be "penny stock" as that term is defined in Regulation Section 240.3a51-1 of the Securities and ExchangeCommission. Penny stocks are stocks: (a) with a price of less than $5.00 per share; (b) that are not traded on a "recognized"national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ - where listed stocks muststill meet requirement (a) above); or (d) in issuers with net tangible assets of less than $2,000,000 (if the issuer has been incontinuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with averagerevenues of less than $6,000,000 for the last three years.

Section 15(g) of the SecuritiesExchange Act of 1934 and Regulation 240.15g(c)2 of the Securities and Exchange Commission require broker dealers dealing in pennystocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed anddated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investorsin our shares of Common Stock are urged to obtain and read such disclosure carefully before purchasing any shares of Common Stockthat are deemed to be "penny stock".

Moreover, Regulation 240.15g-9of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks beforeselling any penny stock to that investor. This procedure requires the broker dealer to: (a) obtain from the investor informationconcerning his or her financial situation, investment experience and investment objectives; (b) reasonably determine, based onthat information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledgeand experience as to be reasonably capable of evaluating the risks of penny stock transactions; (c) provide the investor with awritten statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (d) receive a signedand dated copy of such statement from the investor confirming that it accurately reflects the investor's financial situation, investmentexperience and investment objectives. Compliance with these requirements may make it more difficult for investors in our sharesof Common Stock to resell their shares to third parties or to otherwise dispose of them. Holders should be aware that, accordingto SEC Release No. 34-29093, dated April 17, 1991, the market for penny stocks suffers from patterns of fraud and abuse.

Our Management is awareof the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictatethe behavior of the market or of broker-dealers who participate in the market, Management will strive within the confines of practicallimitations to prevent the described patterns from being established with respect to our securities.

We will be controlledby existing shareholders.

Our directors and officerscurrently in place control a significant portion of our shares and have super voting rights relative to preferred shares. Thus,they will continue to oversee the Company’s operations. As a result, our directors and officers will likely have a significantinfluence on the affairs and management of the Company, as well as on all matters requiring stockholder approval, including electingand removing members of its board of directors, causing the Company to engage in transactions with affiliated entities, causingor restricting the sale or merger of the Company and changing the company’s dividend policy. Such concentration of ownershipand control could have the effect of delaying, deferring or preventing a change in control of the Company, even when such a changeof control would be in the best interests of the company’s other stockholders.

We have the abilityto issue additional shares of our shares of preferred stock without asking for stockholder approval, which could cause your investmentto be diluted.

Our Articles of Incorporationauthorizes the Board of Directors to issue up to 290,000,000 shares of Common Stock. The power of the Board of Directorsto issue shares of Common Stock, preferred stock or warrants or options to purchase shares of Common Stock or preferred stock isgenerally not subject to stockholder approval. Accordingly, any additional issuance of our shares of Common Stock, or shares ofpreferred stock that may be convertible into Common Stock, may have the effect of diluting your investment. Currently authorizedare ten million (10,000,000) shares of preferred stock, par value $0.0001 per share, of the Company Preferred Stock in one or moreseries, and expressly authorized the Board of Directors of the Company, subject to limitations prescribed by law, to provide, outof the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish andfix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions,and limitations of the shares of such series. On December 16, 2019, the Board of Directors authorized the issuance of eight million(8,000,000) preferred shares as “Series A Preferred Stock.” The Series A Preferred Stock is not convertible into anyother form of Securities, including common shares, of the Company. Holders of Series A Preferred Stock shall be entitled to fifty(50) votes for every Share of Series A Preferred Stock beneficially owned as of the record date for any shareholder vote or writtenconsent. On May 28, 2020, Mr. Robert L. Hymers III, a former director and former chief financial officer, returned 2,000,000 SeriesA Preferred shares to the corporate treasury. As of the date of this filing, there were 6,000,000 Series A Preferred shares issuedand outstanding.

FINRA sales practicerequirements may also limit a stockholder’s ability to buy and sell our stock and to deposit certificates in paper form orto clear shares for trading under Safe Harbor exemptions and regulations for unregistered shares.

In addition to the “pennystock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rulesthat require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing thatthe investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutionalcustomers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probabilitythat speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficultfor broker- dealers to recommend that their customers buy our shares of Common Stock, which may limit your ability to buy and sellour stock and have an adverse effect on the market for our shares. FINRA requirements make it more difficult for our investorsto deposit paper stock certificates or to clear our shares of Common Stock that are transferred electronically to brokerage accounts.There can be no assurances that our investors will be able to clear our shares for eventual resale.

Costs and expensesof being a reporting company under the 1934 Securities Exchange Act may be burdensome and prevent us from achieving profitability.

As a public company, weare subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and parts of the Sarbanes-Oxley Act.We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliancecosts, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems andresources.

Since our sharesof Common Stock is thinly traded it is more susceptible to extreme rises or declines in price, and you may not be able to sellyour shares at or above the price paid.

Since our shares of CommonStock are thinly traded its trading price is likely to be highly volatile and could be subject to extreme fluctuations in responseto various factors, many of which are beyond our control, including (but not necessarily limited to): the trading volume of ourshares, the number of analysts, market-makers and brokers following our shares of Common Stock, new products or services introducedor announced by us or our competitors, actual or anticipated variations in quarterly operating results, conditions or trends inour business industries, additions or departures of key personnel, sales of our shares of Common Stock and general stock marketprice and volume fluctuations of publicly traded, and particularly microcap, companies.

Investors may have difficultyreselling shares of our Common Stock, either at or above the price they paid for our stock, or even at fair market value. The stockmarkets often experience significant price and volume changes that are not related to the operating performance of individual companies,and because our shares of Common Stock are thinly traded it is particularly susceptible to such changes. These broad market changesmay cause the market price of our shares of Common Stock to decline regardless of how well we perform as a company. In addition,there is a history of securities class action litigation following periods of volatility in the market price of a company’ssecurities. Although there is no such litigation currently pending or threatened against us, such a suit against us could resultin the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resourcesfrom our business. Moreover, and as noted below, our shares are currently traded on the OTC Markets Pink and, further, are subjectto the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulationby market-makers, short-sellers and option traders.

We do not expectto pay any dividends on our common stock.

We do not anticipate thatwe will pay any cash dividends to holders of our common stock in the foreseeable future. Instead, we plan to retain any earningsto maintain and expand our existing operations. Accordingly, investors must rely on sales of their common stock after price appreciation,which may never occur, as the only way to realize any return on their investment.

We are involved inlitigation, the outcome of which could affect the value of our common shares.

On November 22, 2019, theCompany filed suit against Jeet Sidhru and Jatinder Bhogal in the District Court of Clark County Nevada, Case number A-19-805943-C.Mr. Sidhru and Mr. Bhogal were formerly directors and officers of the Company. The Company’s complaint alleges that Mr. Sidhruand Mr. Bhogal breached their fiduciary duties to the Company, including their fiduciary duties of due care, good faith and loyalty,by recklessly and intentionally failing to maintain the Company’s statutory corporate filings with the State of Nevada, OTCMarkets and the U.S. Securities and Exchange Commission, and abandoning the Company and its shareholders. The Company’s complaintalso alleges that Mr. Sidhru and Mr. Bhogal engaged in conflicted transactions involving the Company, in which each were unjustlyenriched. The Company served Mr. Bhogal, and received notice of representation of both defendants. The case is currently in itsearly phase, as neither defendant has answered the complaint, and court proceedings have been affected by the Covid-19 pandemic.The outcome of this suit againt Mr. Bhogal and Mr. Sidjru is uncertain. If the Company were unable to prevail in the suit, thevalue of the common shares and the overall value of the Company could be negatively affected.

RISKS RELATED TO THE OFFERING

Since our sharesof Common Stock is thinly traded it is more susceptible to extreme rises or declines in price, and you may not be able to sellyour shares at or above the price paid.

Since our shares of CommonStock are thinly traded its trading price is likely to be highly volatile and could be subject to extreme fluctuations in responseto various factors, many of which are beyond our control, including (but not necessarily limited to): the trading volume of ourshares, the number of analysts, market-makers and brokers following our shares of Common Stock, new products or services introducedor announced by us or our competitors, actual or anticipated variations in quarterly operating results, conditions or trends inour business industries, additions or departures of key personnel, sales of our shares of Common Stock and general stock marketprice and volume fluctuations of publicly traded, and particularly microcap, companies.

Investors may have difficultyreselling shares of our Common Stock, either at or above the price they paid for our stock, or even at fair market value. The stockmarkets often experience significant price and volume changes that are not related to the operating performance of individual companies,and because our shares of Common Stock are thinly traded it is particularly susceptible to such changes. These broad market changesmay cause the market price of our shares of Common Stock to decline regardless of how well we perform as a company. In addition,there is a history of securities class action litigation following periods of volatility in the market price of a company’ssecurities. Although there is no such litigation currently pending or threatened against us, such a suit against us could resultin the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resourcesfrom our business. Moreover, and as noted below, our shares are currently traded on the OTC Markets Pink and, further, are subjectto the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulationby market-makers, short-sellers and option traders.

Our existing directors,executive officers and principal stockholders will continue to have substantial control over us after this offering, which couldlimit your ability to influence the outcome of key transactions, including a change of control.

After this offering ourdirectors, executive officer, principal stockholders and their affiliates will beneficially own or control, directly or indirectly,a significant majority of our shares. As a result, these stockholders, acting together, could have significant influence over theoutcome of matters submitted to our stockholders for approval, including the election or removal of directors, any amendments toour certificate of incorporation or bylaws and any merger, consolidation or sale of all or substantially all of our assets, andover the management and affairs of our company. This concentration of ownership may also have the effect of delaying or preventinga change in control of our company or discouraging others from making tender offers for our shares and might affect the marketprice of our common stock.

Because we do notexpect to pay any dividends on our common stock for the foreseeable future, investors in this offering may never receive a returnon their investment.

We do not anticipate thatwe will pay any cash dividends to holders of our common stock in the foreseeable future. Instead, we plan to retain any earningsto maintain and expand our existing operations. Accordingly, investors must rely on sales of their common stock after price appreciation,which may never occur, as the only way to realize any return on their investment.

There could be unidentified risks involvedwith an investment in our securities.

The foregoing risk factorsare not a complete list or explanation of the risks involved with an investment in the securities. Additional risks will likelybe experienced that are not presently foreseen by the Company. Prospective investors must not construe this and the informationprovided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in oursecurities, you should read this entire prospectus and consult with your own investment, legal, tax and other professional advisors.An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Companyfor an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations or warrantiesof any kind with respect to the likelihood of the success or the business of the Company, the value of our securities, any financialreturns that may be generated or any tax benefits or consequences that may result from an investment in the Company.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This Prospectus may containcertain “forward-looking” statements as such term is defined by the SEC in its rules, regulations and releases, whichrepresent the registrant’s expectations or beliefs, including but not limited to, statements concerning the registrant’soperations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans.For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-lookingstatements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,”“believe,” “anticipate,” “intent,” “could,” “estimate,” “might,”“plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminologyare intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties,certain of which are beyond the registrant’s control, and actual results may differ materially depending on a variety ofimportant factors, including uncertainty related to acquisitions, governmental regulation, managing and maintaining growth, theoperations of the Company and its subsidiary, volatility of stock price, federal enforcement and state enforcement, and any otherfactors discussed in this and other registrant filings with the Securities and Exchange Commission.

The risks and uncertaintiesand other factors include but are not limited to those set forth under “Risk Factors” ofthis Prospectus. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-lookingstatements. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf areexpressly qualified in their entirety by these cautionary statements. Except as otherwise required by applicable law, we undertakeno obligation to publicly update or revise any forward-looking statements or the risk factors described in this Prospectus or inthe documents we incorporate by reference, whether as a result of new information, future events, changed circumstances or anyother reason after the date of this Prospectus. 

Actual events or resultsmay differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation,the risks outlined under “Risk Factors” and matters described in Prospectus generally. In light of these risks anduncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus will in fact occur. Wecaution you not to place undue reliance on these forward-looking statements. In addition to the information expressly requiredto be included in this Prospectus, we will provide such further material information, if any, as may be necessary to make the requiredstatements, in light of the circumstances under which they are made, not misleading.

Except as required by federalsecurities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, futureevents or otherwise.

USE OF PROCEEDS

We will receive proceedsfrom any sale of the shares of Common Stock under the Public Offering. We estimate that the net proceeds to us from the sale ofour common stock in the Public Offering will be approximately $3,420,000 on a fixed offering price of $0.15 per share andassuming the Company sells all of the shares in the Offering.

We estimate our total offeringregistration costs to be approximately $373.12 and our legal and auditor related fees will be $6,000 equaling at total expenseto the Company of $6,524.66 relating to the registration, which will be paid from existing corporate funds, thus not affectingthe proceeds of this offering.

Proceeds from the PublicOffering will be used for general working capital, purchase of capital equipment to enter new business areas and research and development,and to pay outstanding debt, as set forth below. We intend to use none of the net proceeds of this offering to repay outstandingdebt. The table below reflects the gross amounts of the Offering prior to the expenses of $6,524.66, disclosed above.

The Company anticipatesthe estimated $3,420,000 gross proceeds from the Maximum Offering will enable it meets its business goals.

In the event that the MaximumOffering is not completed, the Company will likely be required to seek additional financing as the Company needs a minimum of approximately$3,420,000 in gross proceeds to implement its stated business plan and support its operations over the next twelve months.There can be no assurance that additional financing will be available when needed, and, if available, that it will be on termsacceptable to the Company.

DETERMINATION OF OFFERING PRICE

Our shares of Common Stockare currently listed on the OTC Markets Pink under the symbol “CBGL”. The fixed offering price of the Shares is $0.15and has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) ofthe Securities Act of 1933, on the basis of the closing price of the shares of Common Stock of the Company as reported on the OTCMarkets Group, Inc, on February 24, 2021.

THE OFFERING

This prospectus relatesto:

DIVIDEND POLICY

We have not declared orpaid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our thencurrent financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors.There are no contractual restrictions on our ability to declare or pay dividends. Consequently, you will only realize an economicgain on your investment in our common stock if the price appreciates. You should not purchase our common stock expecting to receivecash dividends. Since we do not anticipate paying dividends, and if we are not successful in establishing an orderly public tradingmarket for our shares, then you may not have any manner to liquidate or receive any payment on your investment. Therefore, ourfailure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations.In addition, because we may not pay dividends in the foreseeable future, we may have trouble raising additional funds which couldaffect our ability to expand our business operations.

MARKET FOR OUR COMMON STOCK

Market Information

Our common stock is currentlylisted on the OTC Markets Pink quotation system under the symbol CBGL. We are authorized to issue up to 290,000,000 shares of CommonStock with a par value of $.001 per share, and have issued 62,212,755 common shares as of February 24, 2021. Of these common shares

38,670,590 are restricted as of the filing.

The Company is authorizedto issue up to 10,000,000 shares of preferred stock. As of this filing date there is one class of preferred stock, designated SeriesA. There are 6,000,000 Series A shares outstanding. The Series A shares have no conversion rights. Please see Section “Descriptionof Securities” on Page 26 for information on the designations for the class of preferred stock.

Holders

We had 60 shareholders of record of our common stockas of February 24, 2021.

Securities Authorized for Issuance under Equity CompensationPlans

We do not have any compensation plan under whichequity securities are authorized for issuance.

Dividends

Please see “Dividend Policy” above.

EXPECTED ACCRECTION TO COMMON SHARES

Prior to the Offering,just prior to the Offering there are 62,212,755 common shares outstanding. The 19,000,000 of the Company’s common sharesbeing offered by the Company represent dilution to common shareholders will result in a new total for outstanding and issued commonshares of 81,212,755, assuming all such shares are sold under this Offering.

The following table illustratesthe net result to investors on an approximate dollar per share basis, depending upon whether we sell 100%, 75%, 50%, or 25% ofthe shares being offered in the Primary Offering based on net proceed, less $6,524.66 in expense, as outlined above:

DILUTION

Oursale of up to 19,000,000 shares of our common stock in conjunction with the Direct Offering willhave a dilutive impact on our stockholders. As a result, our net loss per share could increase in future periods and the marketprice of our common stock could decline. If our stock price decreases during the pricing period, then our existing stockholderswould experience greater dilution.

PLAN OF DISTRIBUTION

The Primary Offering shareswill be sold in a “direct public offering” through our officer and director, Arman Tabatabaei, who may be consideredan underwriter as that term is defined in Section 2(a) (11). Mr. Tabatabaei will not receive any commission in connection withthe sale of shares, although we may reimburse him for expenses incurred in connection with the offer and sale of the shares. Mr.Tabatabaei intends to sell the shares being registered according to the following plan of distribution:

Shares will be offeredto friends, family, business associates and other associates of Mr. Tabatabaei.

Mr. Tabatabaei will berelying on, and complying with, Rule 3a4-1(a)(4)(ii) of the Exchange Act as a “safe harbor” from registration as abroker-dealer in connection with the offer and sale of the shares. In order to rely on such “safe harbor” provisionsprovided by Rule 3a4-1(a) (4) (ii), he must be in compliance with all of the following:

Mr. Tabatabaei will complywith the guidelines enumerated in Rule 3a4-1(a) (4) (ii). Neither Mr. Tabatabaei, nor any of his affiliates, will be purchasingshares in the offering.

You may purchase sharesby completing and manually executing a simple subscription agreement and delivering it with your payment in full for all shares,which you wish to purchase, to our offices. Your subscription shall not become effective until accepted by us and approved by ourcounsel. Acceptance will be based upon confirmation that you have purchased the shares in a state providing for an exemption fromregistration. Our subscription process is as follows

The SEC has adopted rulesthat regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally areequity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges orquoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securitiesis provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock nototherwise exempt from the rules, to deliver to the prospective purchaser a standardized risk disclosure document prepared by theSecurities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the pennystock market. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt fromsuch rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the prospectivepurchaser and receive the purchaser’s written agreement to the transaction. Furthermore, subsequent to a transaction in apenny stock, the broker-dealer will be required to deliver monthly or quarterly statements containing specific information aboutthe penny stock. It is anticipated that our common stock will be traded on the OTC Pink at a price of less than $5.00. In thisevent, broker-dealers would be required to comply with the disclosure requirements mandated by the penny stock rules. These disclosurerequirements will likely make it more difficult for investors in this offering to sell their common stock in the secondary market.

All sales by the Companyto the public through direct Primary Offering will be issued directly from the Company to the subscriber as a proceeds-generatingoffering for the Company.

Certain Relationships and Related Transactions Concerningthe Underwriter

On July 1, 2019, the Companyacquired Action Nutraceuticals, Inc., a company owned by our CEO, Arman Tabatabaei. The value of the transaction value was nominal,at only one thousand dollars ($1,000). Therefore, the Company believes its acquisition of Action Nutraceuticals, Inc. is not anacquisition of a significant amount of assets, or a transaction defined by 17 CFR § 229.404 \- (Item 404) “Transactionswith Related Persons, Promoters and Certain Control Persons” that would require specific disclosure under the section cited.

During the three monthsended February 29, 2020, the Company issued a convertible promissory note having an aggregate principal amount of $133,101 in exchangefor accrued expenses owed to related parties, of which $79,333 is payable to the Company’s Chief Executive Officer. EffectiveDecember 30, 2020, the Company and its Chief Executive Officer and Chief Financial Officer agreed to rescind the convertible promissorynote, and to issue as compensation for his services from February 29, 2020 to December 31, 2020, a total of 2,500,000 common shares.We subsequently entered into a contract to retain our CEO and CFO’s services for calendar year 2021 in the amount of $96,000,payable in monthly installments of $8,000, and by quarterly issuances of $20,000 worth of the Company’s common stock valuedat the closing price of the Company’s common stock on the last trading day of each quarter.

DESCRIPTION OF SECURITIES

General

The corporation is authorizedto issue up to 290,000,000 shares of Common Stock with a par value of $.001 per share. On July 10, 2019, the Company implementeda reverse stock split of the outstanding common shares.

As of August 31, 2020,which is the date of the closing of our last fiscal year, there were 27,082,419 shares issued and outstanding.

As of immediately priorto this filing, February 24, 2021, there were 62,212,755 Common Shares outstanding. This amount does not include the 19,000,000shares being offer by the Company. 

Our Certificate of Incorporationof the Corporation (the "Certificate of Incorporation") authorizes the issuance of up to ten million (10,000,000) sharesof preferred stock, par value $0.0001 per share, of the Corporation ("Preferred Stock") in one or more series, and expresslyauthorizes the Board of Directors of the Corporation (the "Board"), subject to limitations prescribed by law, to provide,out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establishand fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences. One Seriesof Preferred shares has been designated named Series A Preferred. The number of Shares constituting such series is eight million(8,000,000). As of August 31, 2020, 6,000,000 shares have been issued. With respect to payment of assets upon liquidation, dissolution,or winding up of the Corporation, whether voluntary or involuntary, all Shares of the Series A Preferred Stock shall rank seniorto all Junior Securities. Series A is not eligible to participate, receive or accrue dividends. Each holder of outstanding Sharesof Series A Preferred Stock shall be entitled to vote with holders of outstanding shares of Common Stock, voting together as asingle class, with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration(whether at a meeting of stockholders of the Corporation, by written action of stockholders in lieu of a meeting or otherwise.Each Share of Series A Preferred Stock shall be entitled to fifty (50) votes for every Share of Series A Preferred Stock.

Subject to the preferencesthat may be applicable to any outstanding classes of stock, the holders of the shares of Common Stock will share equally on a pershare basis any dividends, when and if declared by the Board of Directors out of funds legally available for that purpose. If theCompany is liquidated, dissolved, or wound up, the holders of the shares of Common Stock will be entitled to a ratable share ofany distribution to shareholders, after satisfaction of all the Company’s liabilities and of the prior rights of any outstandingclasses of the Company’s stock. Shares of Common Stock carry no preemptive or other subscription rights to purchase sharesof the Company’s stock and are not convertible, redeemable, or assessable. 

Outstanding Warrants

There are zero outstandingwarrants.

Options

There are no outstandingoptions.

Transfer Agent

Our transfer agent is PacificStock Transfer Company, with offices at:

6725 Via Austin Parkway

Suite 300

Las Vegas, NV 89119

INTERESTS OF EXPERTS

The consolidated financialstatements of the Company as of and for the years ended August 31, 2020 and 2019 appearing in this Prospectus and the RegistrationStatement of which it is a part, have been audited Boyle CPA, LLC, an independent registered public accounting firm, as set forthin their report dated October 27, 2020 (which contains an explanatory paragraph regarding the Company’s ability to continueas a going concern) appearing elsewhere herein.

INFORMATION WITH RESPECT TO THE REGISTRANT

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULDBE READ TOGETHER WITH THE CONSOLIDATED FINANCIAL STATEMENTS OF CANNABIS GLOBAL, INC. AND THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTSINCLUDED IN THIS REGISTRATION STATEMENT. THIS DISCUSSION SUMMARIZES THE SIGNIFICANT FACTORS AFFECTING OUR OPERATING RESULTS, FINANCIALCONDITIONS AND LIQUIDITY AND CASH-FLOW SINCE INCEPTION.

DESCRIPTION OF BUSINESS

Company History

Our principal executiveoffice of Cannabis Global, Inc., a Nevada corporation, is located at 520 S Grand Avenue, Suite 320, Los Angeles, California 90071.Our telephone number is (310) 986-4929 and our website is accessible at www.cannabisglobal.com. Unless expressly noted, none ofthe information on our website is part of this Prospectus or any Prospectus Supplement.

Our shares of Common Stockare quoted on the OTC Markets Pink Tier, operated by OTC Markets Group, Inc., under the ticker symbol “CBGL.”

We operate multiple cannabisbusiness in California and hemp-related business in the United States. We are in the process of organizing a business operations,which will produce hemp products for international markets and will supply transport technologies for shippers of hemp and cannabis.We also have an active research and development program primarily focused on creating and commercialize engineered technologiesdelivering hemp extracts and cannabinoids to the human body. Additionally, we invest, or provide managerial services, in specializedareas of the regulated hemp and cannabis industries.

We recently announced theacquisition a 56.4%, controlling interest in Natural Plant Extract (NPE), which operates a licensed cannabis manufacturing anddistribution business in Lynwood, California, holding a Type 7 California Manufacturing and a distribution license, allowing forcannabis product distribution anywhere in the state. We plan to use the Lynwood NPE operation, combined with our internally developedtechnologies, as a testbed to launch multi-state operations as soon as possible after the expected removal of cannabis as a Scheduledsubstance from the federal CSA is completed, and interstate commerce in cannabis is approved by the federal government.

We plan to fully operatethe Natural Plant Extract facility effective immediately with emphasis on product manufacturing and distribution. In addition tobusiness opportunities available from product manufacturing and distribution to all parts of the State of California, CannabisGlobal also sees strong synergies between the NPE operations and its developing technologies in the areas of secure cannabis transport,cannabis infusions, and all-natural polymeric nanoparticle technologies. Thus far, the Company has filed six provisional patents,three non-provisional patents and has recently announced its Comply Bag" secure cannabis transport system with integratedtrack and trace capabilities via smartphones which will be available soon.

The Company was incorporatedon February 28, 2005 in Nevada as MultiChannel Technologies, Inc. (“MultiChannel”), a wholly owned subsidiary of OctillionCorp. (“Octillion”), a Canadian corporation traded on the OTC Markets under the symbol “OCTL”. On April4, 2005, MultiChannel changed its name to MicroChannel Technologies Corporation (“MicroChannel”).

On June 24, 2008, MicroChannelannounced that it initiated trading of its stocks on the OTC Bulletin Board under the stock symbol “MCTC”.

On or about June 27, 2018,we changed domiciles from the State of Nevada to the State of Delaware and thereafter reorganized under Section 251(g) of the DelawareGeneral Corporation Law. On or about July 12, 2018, we formed two subsidiaries for the purpose of effecting a reorganization. Weincorporated MCTC Holdings, Inc. and MCTC Holdings Inc. incorporated MicroChannel Corp. We then effected a merger involving thethree constituents and under the terms of the merger we were merged into MicroChannel Corp., with MicroChannel Corp. surviving,and our separate corporate existence ceasing. Following the merger, MCTC Holdings, Inc. became the surviving publicly traded issuer,and all of our assets and liabilities were merged into MCTC Holdings, Inc.’s wholly owned subsidiary MicroChannel Corp. Ourshareholders became the shareholders of MCTC Holdings, Inc. on a one for one basis.

On July 1, 2019, we enteredinto a 100% business acquisition with Action Nutraceuticals, Inc., a company owned by our CEO, Arman Tabatabaei in exchange for$1,000 (see “Related Party Transactions”).

Subsequent to the closingof the fiscal year ending August 31, 2019, we affected a reverse split of its common shares as of September 30, 2019 at the rateof 1:15. All share amounts within this Form 10-K reflect the reverse split.

On April 18, 2020, weformed a subsidiary Hemp You Can Feel, Inc., a California corporation (“HYCF”), as a wholly owned subsidiary of theCompany. HYCF will be engaged in various related business opportunities. At this time HYCF has no operations.

On September 11, 2019,we formed a subsidiary Aidan & Co, Inc. (“Aidan”) a California corporation as a wholly owned subsidiary of theCompany. Aidan will be engaged in various related business opportunities. At this time Aidan has no operations.

On December 4, 2019, ourshareholders approved and authorized (i) re-domiciling the Company from Delaware to Nevada; (ii) changing the name of the Companyfrom MCTC Holdings, Inc. to Cannabis Global, Inc.; and, (iii) seeking a corresponding change of name and new trading symbol forthe Company with FINRA.

On March 30, 2020, we filedArticles of Conversion with the Delaware Secretary of State, electing to convert and re-domicile the Company from a Delaware corporationto a newly formed Nevada corporation named Cannabis Global, Inc. Concurrently, the Registrant filed Articles of Incorporation andArticles of Domestication with the Nevada Secretary of State incorporating the Registrant in Nevada under the name Cannabis Global,Inc. and accepting the re-domicile of Registrant’s Delaware corporation. There was no change to the Registrant’s fiscalyear end.

On May 6, 2020, we signeda joint venture agreement with RxLeaf, Inc. (“RxLeaf”) a Delaware corporation, creating a joint venture for the purposeof marketing the Company’s products to consumers. Under the terms of the agreement, the Company will produce products, whichwill be sold by RX Leaf via its digital marketing assets. The Company agreed to share the profits from the joint venture on a 50/50basis.

On July 22, 2020, we signeda management agreement with Whisper Weed, Inc., a California corporation (“Whisper Weed”). Edward Manolos, our director,is a shareholder in Whisper Weed (see “Related Party Transactions”). Whisper Weed conducts licensed delivery of cannabisproducts in California. The material definitive agreement requires the parties to create a separate entity, CGI Whisper W, Inc.in California as a wholly owned subsidiary of the Company. The business of CGI Whisper W, Inc. will be to provide management servicesfor the lawful delivery of cannabis in the State of California. The Company will manage CGI Whisper W, Inc. operations. In exchangefor the Company providing management services to Whisper Weed through the auspices of CGI Whisper W, Inc., the Company will receiveas consideration a quarterly fee of 51% of the net profits earned by Whisper Weed. As separate consideration for the transaction,the Company agreed to issue to Whisper Weed $150,000 in the Company’s restricted common stock, valued for purposes of issuancebased on the average closing price of the Company’s common stock for the twenty days preceding the entry into the materialdefinitive agreement. Additionally, the Company agreed to amend its articles of incorporation to designate a new class of preferredshares. The preferred class will be designated and issued to Whisper Weed in an amount equal to two times the quarterly paymentmade to the Company. The preferred shares will be convertible into the Company’s common stock after 6 months, and shall besenior to other debts of the Company. The conversion to common stock will be based on a value of common stock equal to at leasttwo times the actual sales for the previous 90 day period The Company agreed to include in the designation the obligation to makea single dividend payment to Whisper Weed equal to 90% of the initial quarterly net profits payable by Whisper Weed. As of February24, 2021, the Company has not issued the common or preferred shares, and the business is in the development stage.

On August 31, 2020, weentered into a stock purchase agreement with Robert L. Hymers III (“Hymers”). Pursuant to the Stock Purchase Agreement,the Company purchased from Hymers 266,667 shares of common stock of Natural Plant Extract of California Inc., a private Californiacorporation (“NPE”), in exchange for $2,040,000. The purchased shares of common stock represents 18.8% of the outstandingcapital stock of NPE on a fully diluted basis. NPE operates a licensed psychoactive cannabis manufacturing and distribution businessoperation in Lynwood, California. In connection with the stock purchase agreement, we became a party to a Shareholders Agreement,dated June 5, 2020, by and among Alan Tsai, Hymers, Betterworld Ventures, LLC, Marijuana Company of America, Inc. and NPE. TheShareholders Agreement contains customary rights and obligations, including restrictions on the transfer of the Shares.

On September 30, 2020,the Company entered into a securities exchange agreement with Marijuana Company of America, Inc., a Utah corporation (“MCOA”).By virtue of the agreement, the Company issued 7,222,222 shares of its unregistered common stock to MCOA in exchange for 650,000,000shares of MCOA unregistered common stock. The Company and MCOA also entered into a lock up leak out agreement which prevents eitherparty from sales of the exchanged shares for a period of 12 months. Thereafter the parties may sell not more than the quantityof shares equaling an aggregate maximum sale value of $20,000 per week, or $80,000 per month until all Shares and Exchange Sharesare sold.

On November 16, 2020, weentered into a business acquisition agreement with Ethos Technology LLC, dba Comply Bag, a California limited liability company(“Ethos”). Ethos is a development stage business in the process of entering the market for cannabis trackable storagebags. By virtue of the agreement, Ethos sold, assigned, and transferred to the Company all of Ethos’ business, includingall of its assets and associated liabilities, in exchange for the Company’s issuance of an aggregate of 6,000,000 commonshares. 3,000,000 shares were due at signing, with 1,500,000 shares being issued to Edward Manolos, and 1,500,000 shares beingissued to Thang Nguyen. Mr. Manolos is our director and a related party. Mr. Nguyen is the brother of Dan Van Nguyen, our directorand a related party. After Ethos ships orders for Ethos products equaling $1,000,000 to unaffiliated parties, the Company willissue to Messrs. Manolos and Nguyen an additional 1,500,000 shares of common stock each. At the closing we sold an aggregate 3,000,000shares of Company common stock, par value $0.001, equal in value to $177,000 based on the closing price on November 16, 2020. Ofthe total sold, 1,500,000 shares of common stock were sold to Edward Manolos and 1,500,000 shares of common stock were sold to ThangNguyen. We issued the above shares of its common stock pursuant to the exemption from the registration requirements of theSecurities Act of 1933, as amended, available to the Company by Section 4(a)(2) promulgated thereunder due to the fact that itwas an isolated issuance and did not involve a public offering of securities.

On January 27, 2021,we closed a material definitive agreement (MDA) with Edward Manolos, our director and related party. Pursuant to the MDA, the Companypurchased from Mr. Manolos 266,667 shares of common stock in Natural Plant Extract of California Inc., a California corporation(“NPE”), representing 18.8% of the outstanding capital stock of NPE on a fully diluted basis. NPE operates a licensedpsychoactive cannabis manufacturing and distribution business operation in Lynwood, California. NPE is a privately held corporation.Under the terms of the MDA, we acquired all beneficial ownership over the NPE shares in exchange for a purchase price of two millionforty thousand dollars ($2,040,000).. In lieu of a cash payment, we agreed to issue Mr. Manolos 11,383,929 restricted common shares,valued for purposes of the MDA at $0.1792 per share. In connection with the MDA, we became a party to a Shareholders Agreementby and among Alan Tsai, Hymers, Betterworld Ventures, LLC, Marijuana Company of America, Inc. and NPE. The Shareholders Agreementcontains customary rights and obligations, including restrictions on the transfer of the Shares.

On February 16,2021, we purchased 266,667 shares of common stock of Natural Plant Extract of California Inc., a California corporation (“NPE”),from Alan Tsai, in exchange for the issuance of 1,436,368 common shares. Other than with respect to the transaction, there wasno material relationship between Mr. Tsai and the Registrant. By virtue of the transaction, the Registrant acquired 18.8% of theoutstanding capital stock of NPE, bringing its total beneficial ownership in NPE to 56.5%. NPE operates a licensed psychoactivecannabis manufacturing and distribution business operation in Lynwood, California. By virtue of its 56.5% ownership over NPE, theCompany will control production, manufacturing and distribution of both NPE and Company products. In connection with the MDA, theRegistrant became a party to a Shareholders Agreement by and among Edward Manolos, a director of the Company, Robert L. HymersIII, Betterworld Ventures, LLC, Marijuana Company of America, Inc. and NPE. The Shareholders Agreement contains customary rightsand obligations concerning operations, management,, including restrictions on the transfer of the Shares.

Our Business Summary

We operate multiple cannabisbusinesses in California and hemp-related businesses in the United States. We are in the process of organizing a business operations,which will produce hemp products for international markets and will supply transport technologies for shippers of hemp and cannabis.We also have an active research and development program primarily focused on creating and commercialize engineered technologiesdelivering hemp extracts and cannabinoids to the human body. Additionally, we invest, or provide managerial services, in specializedareas of the regulated hemp and cannabis industries.

We recently announced theacquisition a 56.4%, controlling interest in Natural Plant Extract (NPE), which operates a licensed cannabis manufacturing anddistribution business in Lynwood, California, holding a Type 7 California Manufacturing and a distribution license, allowing forcannabis product distribution anywhere in the state. We plan to use the Lynwood NPE operation, combined with our internally developedtechnologies, as a testbed to launch multi-state operations as soon as possible after the expected removal of cannabis as a Scheduledsubstance from the federal Controlled Substances Act is completed, and interstate commerce in cannabis is approved by the federalgovernment.

We plan to fully operatethe Natural Plant Extract facility effective immediately with emphasis on product manufacturing and distribution. In addition tobusiness opportunities available from product manufacturing and distribution to all parts of the State of California, CannabisGlobal also sees strong synergies between the NPE operations and its developing technologies in the areas of secure cannabis transport,cannabis infusions, and all-natural polymeric nanoparticle technologies. Thus far, the Company has filed six provisional patents,three non-provisional patents and has recently announced its Comply Bag" secure cannabis transport system with integratedtrack and trace capabilities via smartphones which will be available soon.

We are also entering themarket for secure cannabis transport with our Comply Bag product line, Comply Bag™ features a multi-layer, low-density polyethyleneouter shell that protects valuable shipments and allows manufacturers, buyers, and processors full view of contents to assess quality.Each Comply Bag™ contains financial institution-grade tamper-evident seams, self-sealing closures, and sequential numberingto ensure what is sent is what is received. In addition, because all U.S. states have implemented specific regulations for thetracking and tracing of cannabis shipments from seed to sale, Comply Bags™ features regulator demanded tracking features,such as those required in the California Cannabis Track-and-Trace (CCTT) system, including Unique Identifier Tags (UID) mandatedby California via its contracted service provider, METRC, Inc.

Our Research and DevelopmentPrograms

Our research and developmentprogram focuses on the development of new methods to infuse cannabinoids, hemp, and hemp extracts into consumer products, or intoproducts to be sold to hemp, cannabis and hemp extract consumer product manufacturers.

Our research and developmentprograms include the following;

These research and developmentefforts resulted in the filing of six provisional patent filings with the United States Patent and Trademark Office, which aredisclosed below, and other technologies which the Company protects as trade secrets. A provisional patent application is a legaldocument filed in the United States Patent and Trademark Office, that establishes an early filing date, but does notmature into an issued patent unless the applicant files a regular non-provisional patent application within one year. We receivedone trademark and have one application pending.

Our Intellectual PropertyPortfolio

The Company’s strategyis to develop a growing portfolio of intellectual property relating to the processing of hemp extracts and cannabinoids into formsthat are easily and efficiently delivered to the human body and to companion animals.

The Company owns no issuedpatents. The Company has filed multiple provisional patents and three non-provisional patents as follows:

CannabinoidDelivery System and Method of Making

Water Soluble CompositionsWith Enhanced Bioavailability

Printed Shape Changing Articlefor the Delivery of Cannabinoids

Cannabinoid EnrichedComposition and Method of Treating a Medical Condition Therewith

Electrosprayed andElectrospun Cannabinoid Compositions

Animal Based Cannabosides

Trademark applicationsare as follows: 

Trade Mark –Hemp You Can Feel™ – On August 27 2019, the Company filed a trademark application with the U.S. Patent and TrademarkOffice (USPTO) for its Hemp You Can Feel™ trade name. The U.S. Application Serial Number is 88595425. On June 24, 2020, theCompany received a Notice of Nonfinal Office Action from the USPTO indicating the Company would have six months to respond to issuespresented the Company by USPTO or be abandoned. The Company plans to re-file the application.

Trade Mark –Gummies You Can Feel™. The Company received a Notice of Allowance from the USPTO on March 24, 2020. The U.S. Serial Numberfor the trademark is 88590925

Trade Mark –Comply Bag™. During January of 2021, the Company filed a trademark application with the U.S. Patent and Trademark Office(USPTO) for its Comply Bag™. trade name.

There can be no assuranceany trademark protection will be provided, or that we will be successful in protecting our trademarks if issued.

Industry Overview

Industrial Hemp

The market for hemp andcannabis, and for products based on extracts of hemp and cannabis, is expected to grow substantially over the coming years. ArcviewMarket Research and BDS Analytics are forecasting the combined market to reach nearly $45 billion within the U.S. in the year 2024.While much of this market is expected to be comprised of high potency THC-based products sold in licensed dispensaries, the researchfirms are still predicting the market for the product areas of low THC cannabinoids, THC-free Cannabinoids and pharmaceutical cannabinoids,respectively to grow to $5.3 billion, $12.6 billion, and $2.2 billion by 2024.

Industrial Hemp (Cannabissativa L.) has been cultivated by humans for thousands of years. Hemp was originally cultivated as a source of fibers with mostof this early cultivation occurring in temperate climates, thus most genotypes had very low tetrahydrocannabinol (THC) content.Hemp was introduced into North America in the early part of the 17th century and it played an important part in early Americanagriculture throughout the 18th and 19th centuries, with cultivation in virtually every one of the original American colonies.

Hemp seed oil became animportant industrial input that was used in inks, paints, varnishes and many other products. The proliferation of cotton cultivationand the significant profitability of tobacco cultivation in the mid-1800s led to a sharp decline in hemp production. From the mid1800s through the pre-World War II period, hemp cultivation continued at relatively low levels. During World War II, hemp productionincreased to meet the military needs for fibers to support various industrial production.

The early 1930’swas a period when higher THC strains of cannabis native to southeast Asia were introduced to North America and Western Europe andas a result, psychoactive strains became associated with very low THC containing industrial strains that were being cultivatedin North America. This resulted in efforts to prohibit the cultivation and possession of Cannabis sativa L. in the United States.

Since 1937, Cannabis sativaL. has been a federally regulated Schedule I drug under the Controlled Substances Act, 21 U.S.C. § 811 (the “CSA”),regulated by the Drug Enforcement Agency (the “DEA”).

It was not until 2014 whena distinction between the use of Cannabis sativa L. for medical, recreational, and industrial purposes was made via Section 7606of the Agricultural Act of 2014, which cleared a legal path for industrial hemp to be grown in three limited circumstances, 1)by researchers at an institute of higher education, 2) by state departments of agriculture, or 3) by farmers participating in aresearch program permitted and overseen by a state department of agriculture.

In 2016 the DEA, U.S. Departmentof Agriculture, and the Food and Drug Administration (FDA) issued a joint statement detailing the guidelines for growth of industrialhemp as part of state-sanctioned research programs. Those guidelines state that hemp can only be sold in states with pilot programs,plants and seeds can only cross state lines as part of permitted state research programs, and seeds can only be imported by individualsregistered with the DEA.

We believe the recent passageof the 2018 Farm Bill will allow the Company to expand its marketplace opportunities. On December 20, 2018, President Donald J.Trump signed into law the Agriculture Improvement Act of 2018, otherwise known as the “Farm Bill”. Prior to its passage,hemp, a member of the cannabis family, and hemp-derived CBD were classified as a Schedule I controlled substances, and so illegalunder the CSA. With the passage of the Farm Bill, hemp cultivation is broadly permitted. The Farm Bill explicitly allows the transferof hemp-derived products across state lines for commercial or other purposes. It also puts no restrictions on the sale, transport,or possession of hemp-derived products, so long as those items are produced in a manner consistent with the law.

Under Section 10113 ofthe Farm Bill, hemp cannot contain more than 0.3 percent THC. THC refers to the chemical compound found in cannabis that producesthe psychoactive “high” associated with cannabis. Any cannabis plant that contains more than 0.3 percent THC wouldbe considered non-hemp cannabis—or marijuana—under federal law and would thus face no legal protection under this newlegislation and would be an illegal Schedule 1 drug under the CSA.

Additionally, there willbe significant, shared state-federal regulatory power over hemp cultivation and production. Under Section 10113 of the Farm Bill,state departments of agriculture must consult with the state’s governor and chief law enforcement officer to devise a planthat must be submitted to the Secretary of the United States Department of Agriculture (hereafter referred to as the “USDA”).A state’s plan to license and regulate hemp can only commence once the Secretary of USDA approves that state’s plan.In states opting not to devise a hemp regulatory program, USDA will construct a regulatory program under which hemp cultivatorsin those states must apply for licenses and comply with a federally run program. This system of shared regulatory programming issimilar to options states had in other policy areas such as health insurance marketplaces under the Affordable Care Act, or workplacesafety plans under Occupational Health and Safety Act—both of which had federally-run systems for states opting not to setup their own systems.

The Farm Bill outlinesactions that are considered violations of federal hemp law (including such activities as cultivating without a license or producingcannabis with more than 0.3% THC). The Farm Bill details possible punishments for such violations, pathways for violators to becomecompliant, and even which activities qualify as felonies under the law, such as repeated offenses.

One of the goals of theprevious 2014 Farm Bill was to generate and protect research into hemp. The 2018 Farm Bill continues this effort. Section 7605re-extends the protections for hemp research and the conditions under which such research can and should be conducted. Further,section 7501 of the Farm Bill extends hemp research by including hemp under the Critical Agricultural Materials Act. This provisionrecognizes the importance, diversity, and opportunity of the plant and the products that can be derived from it, but also recognizesthat there is still a lot to learn about hemp and its products from commercial and market perspectives.

 PsychoactiveCannabis

A total of 35 states,District of Columbia, Guam, Puerto Rico and U.S. Virgin Islands have approved some form of cannabis legalizationor decriminalization. These laws are in direct conflict with the United States Federal CSA, which places controlled substances,including cannabis, in a schedule. Cannabis is classified as a Schedule I drug, which is viewed as having a high potential forabuse, has no currently-accepted use for medical treatment in the U.S., and lacks acceptable safety for use under medical supervision.

Medical cannabis decriminalizationis generally referred to as the removal of all criminal penalties for the private possession and use of cannabis by adults, includingcultivation for personal use and casual, nonprofit transfers of small amounts. Legalization is generally referred to as the developmentof a legally controlled market for cannabis, where consumers purchase from a safe, legal, and regulated source.

The dichotomy between federaland state laws has limited the access to banking and other financial services by marijuana businesses. The U.S. Department of Justiceand the U.S. Department of Treasury have issued guidance for banks considering conducting business with marijuana dispensariesin states where those businesses are legal, pursuant to which banks must file a Marijuana Limited Suspicious Activity Report thatstates the marijuana business is following the government’s guidelines with regard to revenue that is generated exclusivelyfrom legal sales. However, as banks can still face prosecution if they provide financial services to marijuana businesses, thereis widespread refusal of the banking industry to offer banking services to marijuana businesses operating within state and locallaws.

In November 2016, Californiaapproved marijuana use for adults over the age of 21 without a physician’s prescription or recommendation, and permittedthe cultivation and sale of marijuana, in each case subject to certain limitations. Despite the changes in state laws, marijuanaremains illegal under federal law.

In November 2016, Californiavoters approved Proposition 64, which is also known as the Adult Use of Marijuana Act (“the AUMA”), in a ballot initiative.Among other things, the AUMA makes it legal for adults over the age of 21 to use marijuana and to possess up to 28.5 grams of marijuanaflowers and 8 grams of marijuana concentrates. Individuals are also permitted to grow up to six marijuana plants for personal use.In addition, the AUMA establishes a licensing system for businesses to, among other things, cultivate, process and distribute marijuanaproducts under certain conditions. On January 1, 2018, the California Bureau of Marijuana Control enacted regulations to implementthe AUMA.

The U.S. Department ofJustice (the “DOJ”) has not historically devoted resources to prosecuting individuals whose conduct is limited to possessionof small amounts of marijuana for use on private property but has relied on state and local law enforcement to address marijuanaactivity. In the event the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizingmedical marijuana and recreational marijuana in small amounts, there may be a direct and adverse impact to our business and ourrevenue and profits.

We are monitoring the Trumpadministration’s, the DOJ’s and Congress’ positions on federal marijuana law and policy. Since the start of thenew Congress in January 2019, there have been positive discussions about the Federal Government’s approach to cannabis. TheDOJ has not signaled any change in their enforcement efforts. Based on public statements and reports, we understand that certainaspects of those laws and policies are currently under review, but no official changes have been announced. It is possible thatcertain changes to existing laws or policies could have a negative effect on our business and results of operations.

Although the possession,cultivation and distribution of marijuana for medical and adult use is permitted in California, provided compliance with applicablestate and local laws, rules, and regulations, marijuana is illegal under federal law. We believe we operate our business in compliancewith all state and local laws and regulations. Any changes in federal, state or local law enforcement regarding marijuana may affectour ability to operate our business. Strict enforcement of federal law regarding marijuana would likely result in the inabilityto proceed with our business plans, could expose us to potential criminal liability and could subject our properties to civil forfeiture.Any changes in banking, insurance or other business services may also affect our ability to operate our business.

FDA Regulation ofHemp Extracts

The United States Food& Drug Administration (“FDA”) is generally responsible for protecting the public health by ensuring the safety,efficacy, and security of (1) prescription and over the counter drugs; (2) biologics including vaccines, blood & blood products,and cellular and gene therapies; (3) foodstuffs including dietary supplements, bottled water, and baby formula; and, (4) medicaldevices including heart pacemakers, surgical implants, prosthetics, and dental devices.

Regarding its regulationof drugs, the FDA process requires a review that begins with the filing of an investigational new drug (IND) application, withfollow on clinical studies and clinical trials that the FDA uses to determine whether a drug is safe and effective, and thereforesubject to approval for human use by the FDA.

Aside from the FDA’smandate to regulate drugs, the FDA also regulates dietary supplement products and dietary ingredients under the Dietary SupplementHealth and Education Act of 1994. This law prohibits manufacturers and distributors of dietary supplements and dietary ingredientsfrom marketing products that are adulterated or misbranded. This means that these firms are responsible for evaluating the safetyand labeling of their products before marketing to ensure that they meet all the requirements of the law and FDA regulations, including,but not limited to the following labeling requirements: (1) identifying the supplement; (2) nutrition labeling; (3) ingredientlabeling; (4) claims; and, (5) daily use information.

The FDA has not approvedcannabis, marijuana, hemp or derivatives as a safe and effective drug for any indication. As of the date of this filing, we havenot, and do not intend to file an IND with the FDA, concerning any of our products that contain CBD derived from industrial hempor cannabis to be delivered in the State of California. Further, our products containing CBD derived from industrial hemp are notmarketed or sold using claims that their use is safe and effective treatment for any medical condition subject to the FDA’sjurisdiction.

The FDA has concluded thatproducts containing cannabis or industrial hemp derived CBD are excluded from the dietary supplement definition under sections201(ff)(3)(B)(i) and (ii) of the U.S. Food, Drug & Cosmetic Act, respectively. The FDA’s position is that products containingcannabis, CBD or derivatives are Schedule 1 drugs under the Controlled Substances Act, and so are illegal. Our products containingCBD derived from industrial hemp or cannabis delivered in the State of California are not marketed or sold as dietary supplements.However, at some indeterminate future time, the FDA may choose to change its position concerning generally cannabis and productscontaining hemp derived CBD, and may choose to enact regulations that are applicable to such products. In this event, our industrialhemp based products containing CBD and cannabis may be subject to regulation (See “Risk Factors”).

Effective on July 1, 2019,the Company acquired Action Nutraceuticals, Inc., a California Corporation (“Action Nutraceuticals”) and its assetsfrom our CEO, Arman Tabatabeai, in exchange for $1,000 (see “Related Party Transactions”). Action Nutraceuticals isa developmental stage company engaged in research and development relating to powdered soft drink, coffee, and tea mixes containingnon-psychoactive CBD. No intellectual property, patents or trademarks were acquired in the transaction.

The Company’s researchand development efforts relative to the production of nutraceuticals will center on methodologies to infuse hemp extracts, CBDand other cannabinoids into highly bioavailable powders to be used in the Company’s products or sold to other manufacturers.The Company plans to utilize its internally-developed infusion technologies, technical knowhow and equipment acquired from ActionNutraceuticals to manufacture and sell consumer-oriented powdered drink mixes that include industrial hemp derived, non-psychoactiveCBD as an ingredient. All products sold are being specifically developed with a composition containing less than three-tenths ofone percent (0.3%) of THC concentration by dry weight.

The Drug EnforcementAdministration (the “DEA”) has issued a rule regarding the scheduling of hemp and marijuana.

The ruling creates uncertaintyrelating to the regulatory status of the manufactured cannabinoids we are using in some of our products. Should the DEA concludethat manufactured cannabinoids are regulated under the CSA, we might not be able to continue to our plans to launch products basedon manufactured cannabinoids. This could affect our business opportunities in the future.

The Rule states there areonly four conforming changes, The rule reiterates these changes outlined below were already mandated under the 2018 Farm Bill:“DEA’s regulatory authority over any plant with less than 0.3% THC content on a dry weight basis, and any of the plant’sderivatives under the 0.3% THC content limit, is removed as a result.”

Our Business Operations

Our business operationsare as follows:

Natural Plant Extracts,Inc.

On February 16, 2021, theCompany completed a series of stock purchases resulting in 56.4%, controlling interest in Natural Plant Extract (NPE), which operatesa licensed cannabis manufacturing and distribution business in Lynwood, California, holding a Type 7 California Manufacturing anda distribution license, allowing for cannabis product distribution anywhere in the state. In September of 2020, the Company acquired18.8% of NPE, with an additional 18.8% purchased in January of 2021. This most recent agreement, which closed on February 16, 2021,brings Cannabis Global's ownership to approximately 56.4%, allowing for a controlling position and full consolidation of NPE'sfinancials under the Cannabis Global corporate umbrella as a wholly owned subsidiary.

The Company plans to usethe Lynwood NPE operation, combined with our internally developed technologies, as a testbed to launch multi-state operations assoon as possible after the expected removal of cannabis as a Scheduled substance from the federal Controlled Substances Act iscompleted, and interstate commerce in cannabis is approved by the federal government.

In addition to businessopportunities available from product manufacturing and distribution to all parts of the State of California, Cannabis Global alsosees strong synergies between the NPE operations and its developing technologies in the areas of secure cannabis transport, cannabisinfusions, and all-natural polymeric nanoparticle technologies.

Comply Bag™

Comply Bag™ featuresa multi-layer, low-density polyethylene outer shell that protects valuable shipments and allows manufacturers, buyers, and processorsfull view of contents to assess quality. Each Comply Bag™ contains financial institution-grade tamper-evident seams, self-sealingclosures, and sequential numbering to ensure what is sent is what is received. In addition, because all U.S. states have implementedspecific regulations for the tracking and tracing of cannabis shipments from seed to sale, Comply Bags™ features regulatordemanded tracking features, such as those required in the California Cannabis Track-and-Trace (CCTT) system, including Unique IdentifierTags (UID) mandated by California via its contracted service provider, METRC, Inc.

Hemp You Can FeelProducts

The Hemp You Can Feel productline consists of hemp infused foods and beverages. The infusion technologies utilized are a combination on water soluble preparationsinvented by the Company’s internal partner research teams.

The product line consistsof the following:

Upcoming additions to theproduct line will include:

Coffee Pod and SingleServing Beverage Pod Infusion System

Based on internally developedtechnology and those developed by the Company’s contract research organization, the Company is marketing product lines consistingof infusion technologies designed to easily and to accurately dose single serving coffee and other beverage pods.

Marketing Joint VentureAgreement

On May 6, 2020, the Companysigned a joint venture agreement with RxLeaf, Inc. (“RxLeaf”) a Delaware corporation, creating a joint venture forthe purpose of marketing the Company’s products to consumers. Under the terms of the agreement, the Company will produceproducts, which will be sold by RX Leaf via its digital marketing assets. The Company agreed to share the profits from the jointventure on a 50/50 basis. Marketing of the Company’s product began during August of 2020.

Polymeric Nanoparticlesand Polymeric Nanofibers Research Program

The Company has an activeresearch and development program to develop novel polymeric nanoparticles and nanofibers of cannabinoids and hemp extracts. Polymericnanoparticles are very small solid particles with a size in the range of 10–1000 nanometers (nm or billionth of a meter),and are made of biodegradable and biocompatible polymers or copolymers, in which cannabinoids or other active ingredients can beentrapped or encapsulated. Polymeric nanoparticles are noted for and have attractive characteristics, such as small size, nearwater solubility, high degrees of bioavailability, long shelf life and stability during storage. These properties are thought tobe especially beneficial relative to delivery of cannabinoids and hemp extracts to the human body.

Polymeric nanofibers arefibers with diameters several orders of magnitude smaller than conventional fibers, typically in the size range of a few nanometersto one micrometer. Due to their large surface areas per unit mass and extremely small pore size, these nanofibers demonstrate uniqueproperties, making the technology especially well-suited to transdermal delivery of active ingredients, including cannabinoids.

Project Varin

The primary goal of ProjectVarin is the development of THC-V delivery methods that improve bioavailability of the cannabinoid to the human body. The projectwas recently expanded to include cannabinol (CBN) an additional rare cannabinoid.

In the first stage of theprogram researchers produced THC-V polymeric nanoparticles and nanofibers based on the Company’s patent-pending technologies.In the second phase of development, the Company plans to apply its ongoing cannabinoid glycosides research to THC-V, in order toproduce THC-V with unparalleled levels of availability at minimal usage levels.

As a result of ProjectVarin, the Company has developed several new methods to produce cannabinoid nanoparticles and nanofibers, which the Company plansto formulate into food and beverage ingredients for used in its own products or to be sold to other companies for inclusion infood, beverage, or other consumer goods. The Company plans to continue other areas of delivery systems research via Project Varinincluding its programs pertaining to cannabinoid glycosides, polymeric cannabinoid nanoparticles and nanofibers, and its hemp extract-basedalcohol replacement technologies.

Edible, DissolvableFilm Enhanced with Solid Nanoparticles of Cannabinoids Research Program

The Company is seekingto commercialize a unique invention of edible, disposable film enhanced with solid nanoparticles of cannabinoids under an agreementwith Kirby & Padgett, LLC, a California limited liability company, entered into during June of 2019. Management believes thereare numerous applications for such a product, such as a container for ready-made foods, protein powders, vitamins, and nutraceuticalsthat can be simply dropped into cold beverages, thus allowing the consumer to avoid additional steps of mixing ingredients. Additionally,since the film is impregnated with what is believed to be highly bioavailable cannabinoids, the film will perhaps serve a dualpurpose as a delivery vehicle for cannabinoids to the body. Future versions of the film could include ingredients such as vitamins,trace minerals or active pharmaceutical ingredients. On June 6, 2019, the Company entered into a joint intellectual property ownershipand consulting agreement with Kirby & Padgett, LLC, a California Limited liability company in order to more fully develop andto commercialize the invention. Any intellectual property developed under the collaboration effort will be considered joint propertywith all rights, title and interest assigned jointly to the Company and Kirby. Each Party shall work with the other Party relativeto all business and monetization of such new Joint Intellectual Property and neither Party shall have any preferred rights overthe other. Additionally, either party shall have the right to market the new invention with any and all revenues, costs and profitsto be shared on a fifty percent/fifty percent (50%/50%) shares by the parties. All expenses will be agreed to in advance, witheach Party sharing based on predetermined percentages of such expenses.

Tetrahydrocannabivarin(THV-C) Beverages

The Company has recentlybegun test marketing beverages infused with THC-V.

Management Servicesfor Whisper Weed

On July 22, 2020, we signeda management agreement with Whisper Weed, Inc., a California corporation (“Whisper Weed”). Edward Manolos, our director,is a shareholder in Whisper Weed (see “Related Party Transactions”). Whisper Weed conducts licensed delivery of cannabisproducts in California. The material definitive agreement requires the parties to create a separate entity, CGI Whisper W, Inc.in California as a wholly owned subsidiary of the Company. The business of CGI Whisper W, Inc. will be to provide management servicesfor the lawful delivery of cannabis in the State of California. The Company will manage CGI Whisper W, Inc. operations. In exchangefor the Company providing management services to Whisper Weed through the auspices of CGI Whisper W, Inc., the Company will receiveas consideration a quarterly fee of 51% of the net profits earned by Whisper Weed. As separate consideration for the transaction,the Company agreed to issue to Whisper Weed $150,000 in the Company’s restricted common stock, valued for purposes of issuancebased on the average closing price of the Company’s common stock for the twenty days preceding the entry into the materialdefinitive agreement. Additionally, the Company agreed to amend its articles of incorporation to designate a new class of preferredshares. The preferred class will be designated and issued to Whisper Weed in an amount equal to two times the quarterly paymentmade to the Company. The preferred shares will be convertible into the Company’s common stock after 6 months, and shall besenior to other debts of the Company. The conversion to common stock will be based on a value of common stock equal to at leasttwo times the actual sales for the previous 90 day period The Company agreed to include in the designation the obligation to makea single dividend payment to Whisper Weed equal to 90% of the initial quarterly net profits payable by Whisper Weed. As of February24, 2021, the Company has not issued the common or preferred shares, and the business is in the development stage.

Sales and Marketing

The Company recently begansales and marketing activities for its products and inventions. The Company primarily plans to market its non-psychoactive productsvia a “white label” strategy where the company produces products marketed and sold by other companies. The Companyalso plans to market its products directly to consumers. The Company

Please reference the sectionlabeled “Risk Factors to our Business” for additional information.

Significant Customers

The company has no significantcustomers as of the end of the last fiscal quarterly reporting period.

Competition

We are entering marketsthat are highly competitive.

Relative to our prospectsfor commercializing polymeric nanoparticles and nanofibers, there are many competitors with various approaches to cannabinoid infusionfor foods, beverages and other consumer products. While these currently available technologies are not directly competitive withus, such technologies may be viewed as being directly competitive by the marketplace in the future. Many of the current marketparticipants are well established with considerable financial backing. We expect the quality and composition of the competitivemarket in the hemp processing environment to continue to evolve as the industry matures. Additionally, increased competition ispossible to the extent that new states and geographies enter into the marketplace as a result of continued enactment of regulatoryand legislative changes that de-criminalize and regulate cannabis and hemp products, including the 2018 Farm Bill. We believe thecontemporaneous growth of the industry as a whole will result in new customers entering the marketplace, thereby further mitigatingthe impact of competition on our expected operations and results relating to our hemp processing businesses.

Relative to our non-psychoactivecannabis extract powdered drink business, there are relatively few market participants in this sector, but management of the Companybelieves the competitive situation will advance quickly over the coming months as new companies target this potentially lucrativemarket opportunity. Additionally, while large beverage industry participants have yet to launch products in this area, we believesuch market entrances are likely as the regulatory environment is clarified by the FDA. This could significantly affect our abilityto achieve market success.

We believe the contemporaneousgrowth of the cannabis beverage sector and the industry as a whole will result in new customers entering the marketplace, therebyfurther mitigating the impact of competition on our expected operations and results relating to hemp cultivation and processingbusiness and joint venture.

The psychoactive cannabissector is also highly competitive with many participants being better capitalized. The Company plans to distinguish its productsbased on both quality and brand appearance.

Employees

As of the end of the lastreporting period, the Company has one employee, CEO, Arman Tabatabaei. Additionally, the Company relies on the services of numerousconsultants who perform various tasks for the Company. Our U.S employee is not represented by a labor union.

Legal Proceedings

On November 22, 2019, theCompany filed suit against Jeet Sidhru and Jatinder Bhogal in the District Court of Clark County Nevada, Case number A-19-805943-C.Mr. Sidhru and Mr. Bhogal were formerly directors and officers of the Company. The Company’s complaint alleges that Mr. Sidhruand Mr. Bhogal breached their fiduciary duties to the Company, including their fiduciary duties of due care, good faith and loyalty,by recklessly and intentionally failing to maintain the Company’s statutory corporate filings with the State of Nevada, OTCMarkets and the U.S. Securities and Exchange Commission, and abandoning the Company and its shareholders. The Company’s complaintalso alleges that Mr. Sidhru and Mr. Bhogal engaged in conflicted transactions involving the Company, in which each were unjustlyenriched. The Company served Mr. Bhogal, and received notice of representation of both defendants. The case is currently in itsearly phase, as neither defendant has responded to the complaint.

Market Information

Our common stock tradeson the OTC Markets Pink under the stock symbol CBGL.

Transfer Agent

Pacific Stock TransferCompany, located at 6725 Via Austin Pkwy., #300, Las Vegas NV 89119 and telephone number of (702) 361-3033 is the registrar andtransfer agent for our common stock. As of February XX, 2021, there were approximately 60 holders of record of our common stock.

DESCRIPTION OF PROPERTY

Our headquarters are locatedat 520 S. Grand Avenue, Suite 320, Los Angeles, California 90071 where are we lease office space under a contract effective August15, 2019, which expired on August 14, 2020. We now rent the office space on a month to month basis for $800 per month.

Our Company has also enteredinto a lease for a commercial food production facility, which is also located in Los Angeles, California. The one-year lease atrate of $3,300 per month was entered into as of August 2019. The lease is expired with the location now being rented on a monthto month basis.

We believe that our existingoffice facilities are adequate for our needs. Should we require additional space at that time, or prior thereto, we believe thatsuch space can be secured on commercially reasonable terms.

LEGAL PROCEEDINGS

From time to time and inthe course of business, we may become involved in various legal proceedings seeking monetary damages and other relief. The amountof the ultimate liability, if any, from such claims cannot be determined. As of the date of this filing, there were no legal claimscurrently pending or threatened against us that in the opinion of Management would be likely to have a material adverse effecton our financial position, results of operations or cash flows.

On November 22, 2019, theCompany filed suit against Jeet Sidhru and Jatinder Bhogal in the District Court of Clark County Nevada, Case number A-19-805943-C.Mr. Sidhru and Mr. Bhogal were formerly directors and officers of the Company. The Company’s complaint alleges that Mr. Sidhruand Mr. Bhogal breached their fiduciary duties to the Company, including their fiduciary duties of due care, good faith and loyalty,by recklessly and intentionally failing to maintain the Company’s statutory corporate filings with the State of Nevada, OTCMarkets and the U.S. Securities and Exchange Commission, and abandoning the Company and its shareholders. The Company’s complaintalso alleges that Mr. Sidhru and Mr. Bhogal engaged in conflicted transactions involving the Company, in which each were unjustlyenriched. The Company served Mr. Bhogal, and received notice of representation of both defendants. The case is currently in itsearly phase, as neither defendant has answered the complaint.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERMATTERS

Market Information

Our Company is a reportingpublic company (a public company that is fully subject to the Securities and Exchange Commission’s reporting requirements).Shares of Common Stock trades under the symbol “CBGL” on the OTC Markets Quotation System.

The OTC Markets QuotationSystem is quotation service that display real-time quotes, last-sale prices and volume information in over-the-counter equity securities.The market is limited for our stock and any prices quoted may not be a reliable indication of the value of our shares of CommonStock. The following Table 1 sets forth the high and low bid prices per share of our shares of Common Stock by both the OTC BulletinBoard and OTC Markets for the periods indicated.

Asof the February 24, 2021, the shares traded at low of $0.16 and a high of $0.20 ask price with a total of 453,212 shares traded.

Holders of Record

AsFebruary 24, 2021 and just prior this filing, we have 62,212,755 shares of our Common Stock issued and outstanding held by approximately61 shareholders of record.

Dividends

We have not paid, nor declaredany cash dividends since our inception and do not intend to declare or pay any such dividends in the foreseeable future. Our abilityto pay cash dividends is subject to limitations imposed by state law.

MANAGEMENT’S DISCUSSION AND ANALYSIS

This discussion and analysismay include statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Suchstatements, along with any other non-historical statements in the discussion, are forward-looking. These forward-looking statementsare subject to numerous risks and uncertainties, including, but not limited to, factors listed in other documents we file withthe SEC (the “SEC”). We do not assume an obligation to update any forward-looking statements. Our actual results maydiffer materially from those contained in or implied by any of the forward-looking statements contained herein.

Overview and Financial Condition

Going Concern

The Company sustained continuedoperating losses during the years ended August 31, 2020. The Company’s continuation as a going concern is dependent on itsability to generate sufficient cash flows from operations to meet its obligations, in which it has not been successful, and/orobtaining additional financing from its shareholders or other sources, as may be required.

The accompanying consolidatedfinancial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditionsraise substantial doubt about the Company’s ability to do so. The consolidated financial statements do not include any adjustmentsto reflect the possible future effects on the recoverability and classification of assets, or the amounts and classifications ofliabilities that may result, should the Company be unable to continue as a going concern.

Management is endeavoringto increase revenue-generating operations. While priority is on generating cash from operations through the sale of the Company’sproducts, management is also seeking to raise additional working capital through various financing sources, including the saleof the Company’s equity and/or debt securities, which may not be available on commercially reasonable terms, if at all. Ifsuch financing is not available on satisfactory terms, we may be unable to continue our business as desired and our operating resultswill be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us and/or our shareholders.Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involverestrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownershipof our existing shareholders will be reduced and the new equity securities may have rights, preferences or privileges senior tothose of the current holders of our shares of Common Stock.

Results of Operations

The following table setsforth the results of our operations for the periods ended August 31, 2020 and 2019. Certain columns may not add due to rounding.

Revenues

Forthe years ended August 31, 2020 and 2019, revenues were $27,004 and $0, respectively.

Cost of goods sold

Forthe years ended August 31, 2020 and 2019, cost of goods sold were $24,521 and $0, respectively.

Gross Profit

For the years ended August31, 2020 and 2019, gross profit was $2,483 and $0, respectively.

Selling, general andadministrative, and expenses

For the years ended August31, 2020 and 2019, selling, general and administrative expenses were $3,626,375 and $549,918 respectively. The increase was attributableto the expansion of business operating activities.

Non-operating income expenses

The Company had total non-operatingexpense of $1,305,456 and $160,321 for the years ended August 31, 2020 and 2019, respectively. The increase is primarily due toincreased interest expense and an increase in the fair value of derivatives for the year ended August 31, 2020 compared with theyear ended August 31, 2019.

Net loss

Net loss totaled $4,929,348for the year ended August 31, 2020, compared to a net loss of $389,597 for the year ended August 31, 2019. The increase in netloss was primarily a result of increased expenses due to expansion of business activities.

Outstanding Litigation

On November 22, 2019, theCompany filed suit against Jeet Sidhru and Jatinder Bhogal in the District Court of Clark County Nevada, Case number A-19-805943-C.Mr. Sidhru and Mr. Bhogal were formerly directors and officers of the Company. The Company’s complaint alleges that Mr. Sidhruand Mr. Bhogal breached their fiduciary duties to the Company, including their fiduciary duties of due care, good faith and loyalty,by recklessly and intentionally failing to maintain the Company’s statutory corporate filings with the State of Nevada, OTCMarkets and the U.S. Securities and Exchange Commission, and abandoning the Company and its shareholders. The Company’s complaintalso alleges that Mr. Sidhru and Mr. Bhogal engaged in conflicted transactions involving the Company, in which each were unjustlyenriched. The Company served Mr. Bhogal, and received notice of representation of both defendants. The case is currently in itsearly phase, as neither defendant has answered the complaint. The outcome of this suit against Mr. Bhogal and Mr. Sidjru is uncertain.If the Company were unable to prevail in the suit, the value of the common shares and the overall value of the Company could benegatively affected. 

Related Party Transactions

In March 2018 andMay 2018, a legal custodian of the Company funded the Company $600 in advances. On August 31, 2018, this amount was reclassifiedas a note payable, that bears interest at an annual rate of 10% and is payable upon demand. 

In connection withthe above notes, the Company recognized a beneficial conversion feature of $27,954, representing the intrinsic value of the conversionfeatures at the time of issuance. This beneficial conversion feature was accreted to interest expense during the year ended August31, 2018.

On May 25, 2019, theCompany issued two notes payable to Company directors Edward Manolos and Dan Nguyen for loans made to the Company, each in theamount of $16,666.67 for a total balance of $33,334. The notes bear interest at 5% per annum and do not have a fixed payment scheduleor maturity date. These notes are additionally described herein in Footnote 7 - Notes Payable.

On July 1, 2019, theCompany acquired Action Nutraceuticals, Inc., a company owned by our current CEO, Arman Tabatabaei for one thousand dollars ($1,000).

On July 9, 2019, theCompany, through its Action Nutraceuticals subsidiary, loaned, Split Tee, LLC (“Split Tee”), a venture associated withDirector Edward Manolos, $20,000 to engage in an exploratory research project. An additional $20,000 was supplied to Split Teeon August 23, 2019 (the “Split Tee Note”). The loans carry interest at the rate of 10% per annum and are due in oneyear for issuance. In addition, The Company, via Action Nutraceuticals subsidiary, invoiced Split Tee $5,000 as a consulting fee.Because of Mr. Manolos’ association as a director, the Company believes these transactions are defined by 17 CFR § 229.404- (Item 404) Transactions with related persons, promoters and certain control persons, which would require specific disclosuresunder the section cited. On May 15, 2020, the outstanding balance of the Split Tee Note was reduced via a payment of $15,000.

During the three monthsended February 29, 2020, the Company issued two convertible promissory notes having an aggregate principal amount of $133,101 inexchange for accrued expenses owed to related parties, of which $79,333 is payable to the Company’s Chief Executive Officerand $53,768 is payable to the Company’s previous Chief Financial Officer, Robert L. Hymers III. The notes mature two yearsfrom the respective issuance date and bear interest at the rate of 10% per annum, payable at maturity. The noteholders shallhave the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into sharesof common stock of the Company at a variable conversion price of 50% of the average of the previous twenty (20) trading day closingprices of the Company’s common stock, subject to adjustment. As a result of the variable conversion prices, upon issuance,the Company recognized total debt discount of $133,101, which is being amortized to interest expense over the term of the notes.On May 22, 2020, Mr. Tabatabaei converted the principal amount of $79,333 and interest of $2,608, for a total amount of $81,941.55into 694,902 common shares. As of August 31, 2020, the carrying value of the remaining note with the former chief financial officerwas $15,884, net of debt discount of $37,884 and accrued interest was $3,138.

On April 30, 2020,the Company entered into a settlement agreement with Robert L. Hymers III, its Chief Financial Officer (the “CFO”),whereby the CFO resigned and the Company issued a promissory note for $30,000, which represented the remaining amount owed to theCFO for services rendered. The note matures December 31, 2020 and bears interest at the rate of 10% per annum, payable atmaturity. The noteholder has the right to convert all or any part of the outstanding and unpaid principal balance of the note,at any time, into shares of common stock of the Company at a fixed conversion price of $0.02 per share, subject to adjustment.As a result of the beneficial conversion price, upon issuance, the Company recognized debt discount of $30,000, which is beingamortized to interest expense over the term of the note. As of August 31, 2020, the carrying value of the note was $15,061, netof debt discount of $14,939 and accrued interest was $1,011.

On August 31, 2020,the Company issued a convertible note payable and a note payable to Robert L. Hymers III in connection with the acquisition ofan 18.8% equity interest in NPE. See Note 8.

On August 21, 2020the Company, issued a convertible note pursuant to a Stock Purchase Agreement (the “SPA) to acquire 266,667 shares of commonstock of Natural Plant Extract of California Inc., a California corporation (“NPE”), representing 18.8% of the outstandingcapital stock of NPE on a fully diluted basis. With the exception of the entry into the subject material definitive agreements,no material relationship exists between the Registrant, or any of the Registrant’s affiliates or control persons and Hymers.Under the terms of the SPA, the Company acquired all rights and responsibilities of the equity stake for a purchase price of TwoMillion Forty Thousand United States Dollars ($2,040,000) (the “Purchase Price”). Relative to the payment of the PurchasePrice, the Company agreed to: 1) pay Hymers Twenty Thousand United States Dollars ($20,000) each month for a period of twenty-seven(27) months, with the first payment commencing September 1, 2020 and the remaining payments due and payable on the first day ofeach subsequent month until Hymers has received Five Hundred Forty Thousand United Stated Dollars ($540,000), and 2) issue Hymersa convertible promissory note in the amount of One Million Five Hundred Thousand United States Dollars ($1,500,000) (the “Note”).The Note bears interest at ten percent (10%) per annum. Hymers shall have the right at any time six (6) months after the IssuanceDate to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuantto the note. Conversion Price shall be calculated as follows: 60% of the lowest Trading Price of the common shares during the ten(10) days preceding the date the Company receive a notice of conversion. Unless permitted by the applicable rules and regulationsof the principal securities market on which the Common Stock is then listed or traded, in no event shall the Company issue uponconversion of or otherwise pursuant to the note and the other notes issued more than the maximum number of shares of Common Stockthat the Company can issue pursuant to any rule of the principal United States securities market on which the Common Stock is thentraded, which shall be 4.99% of the total shares outstanding at any time. A debt discount of $54,212 on the note payable at issuancewas calculated based on the present value of the note using an implied interest rate of 10%. A debt discount of $270,886 was recognized.Accordingly, the Company recorded an initial value of its investment in NPE of $1,714,903. At the time the note becomes convertible,the Company will recognize a derivative liability at fair value related to the embedded conversion option at that time. Prior tothese transactions, Robert Hymers III and Alan Tsai each sold equity interest representing a total of 18.8% of the outstandingequity interest of NPE to Edward Manolos, a Director and preferred stockholder of the Company in a private transaction. As a resultof these two transactions, the Company beneficially controls approximately 37% of the equity of NPE. After this transaction, aventure capital company controls 40% of the equity interests in NPE, the Company, Alan Tsai and Edward Manolos each control 18.8%and one other entity controls 3.5%.

The Company evaluatedits interest in NPE as of August 31, 2020 under ASC 810. Management determined that it had a variable interest in NPE, but thatNPE does not meet the definition of a variable interest entity, and does not have an indirect voting interest of greater than 50%.Based on these factors, the investment in NPE by the Company, the investment in NPE will be accounted for as an equity method investmentunder the measurement alternative available under ASC 321 with the Company recording its share of the profits and losses of NPEat each reporting period. The initial investment balance was $1,714,903 based on the initial fair value estimate of the note payableand convertible note payable issued as consideration for the investment. For the three months ended August 31, 2020, the Companyrecognized no equity method income or losses due and no impairment of the investment.

On September 30, 2020,the Company entered into a securities exchange agreement with Marijuana Company of America, Inc., a Utah corporation (“MCOA”).By virtue of the agreement, the Company issued 7,222,222 shares of its unregistered common stock to MCOA in exchange for 650,000,000shares of MCOA unregistered common stock. The Company and MCOA also entered into a lock up leak out agreement which prevents eitherparty from sales of the exchanged shares for a period of 12 months. Thereafter the parties may sell not more than the quantityof shares equaling an aggregate maximum sale value of $20,000 per week, or $80,000 per month until all Shares and Exchange Sharesare sold.

On November 16, 2020, we entered into a businessacquisition agreement with Ethos Technology LLC, dba Comply Bag, a California limited liability company (“Ethos”).Ethos is a development stage business in the process of entering the market for cannabis trackable storage bags. By virtue of theagreement, Ethos sold, assigned, and transferred to the Company all of Ethos’ business, including all of its assets and associatedliabilities, in exchange for the Company’s issuance of an aggregate of 6,000,000 common shares. 3,000,000 shares were dueat signing, with 1,500,000 shares being issued to Edward Manolos, and 1,500,000 shares being issued to Thang Nguyen. Mr. Manolosis our director and a related party. Mr. Nguyen is the brother of Dan Van Nguyen, our director and a related party. After Ethosships orders for Ethos products equaling $1,000,000 to unaffiliated parties, the Company will issue to Messrs. Manolos and Nguyenan additional 1,500,000 shares of common stock each. At the closing we sold an aggregate 3,000,000 shares of Company common stock,par value $0.001, equal in value to $177,000 based on the closing price on November 16, 2020. Of the total sold, 1,500,000 sharesof common stock were sold to Edward Manolos and 1,500,000 shares of common stock were sold to ThangNguyen. We issued the above shares of its common stock pursuant to the exemption from the registration requirements of theSecurities Act of 1933, as amended, available to the Company by Section 4(a)(2) promulgated thereunder due to the fact that itwas an isolated issuance and did not involve a public offering of securities.

On January 27, 2021, we closed a materialdefinitive agreement (MDA) with Edward Manolos, our director and related party. Pursuant to the MDA, the Company purchased fromMr. Manolos 266,667 shares of common stock in Natural Plant Extract of California Inc., a California corporation (“NPE”),representing 18.8% of the outstanding capital stock of NPE on a fully diluted basis. NPE operates a licensed psychoactive cannabismanufacturing and distribution business operation in Lynwood, California. NPE is a privately held corporation. Under the termsof the MDA, we acquired all beneficial ownership over the NPE shares in exchange for a purchase price of two million forty thousanddollars ($2,040,000).. In lieu of a cash payment, we agreed to issue Mr. Manolos 11,383,929 restricted common shares, valued forpurposes of the MDA at $0.1792 per share. In connection with the MDA, we became a party to a Shareholders Agreement by and amongAlan Tsai, Hymers, Betterworld Ventures, LLC, Marijuana Company of America, Inc. and NPE. The Shareholders Agreement contains customaryrights and obligations, including restrictions on the transfer of the Shares.

On February 16, 2021, we purchased 266,667shares of common stock of Natural Plant Extract of California Inc., a California corporation (“NPE”), from Alan Tsai,in exchange for the issuance of 1,436,368 common shares. By virtue of the transaction, we acquired 18.8% of the outstanding capitalstock of NPE, bringing our total beneficial ownership in NPE to 56.5%. NPE operates a licensed psychoactive cannabis manufacturingand distribution business operation in Lynwood, California. By virtue of our 56.5% ownership over NPE, we will control production,manufacturing and distribution of both NPE and Company products. In connection with the MDA, we became a party to a ShareholdersAgreement by and among Edward Manolos, a director of the Company, Robert L. Hymers III, Betterworld Ventures, LLC, Marijuana Companyof America, Inc. and NPE. The Shareholders Agreement contains customary rights and obligations concerning operations, management,,including restrictions on the transfer of the Shares.

Operating Activities

For the fiscal year endingAugust 31, 2020 and the fiscal year ending August 31, 2019, the Company used cash for operating activities of $1,522,141 and $109,408,respectively. Operating activities consisted of corporate overhead and initial research and development projects. The increasein operating activity costs was primarily due to the hiring of staff, the hiring of consultants, increased activities relatingto reorganization of the business operations and implementation of new research and development programs.

Investing Activities

For the fiscal years endedAugust 31, 2020 and August 31, 2019 net cash used in investment activities was $15,499 and $14,000, respectively. Investing activitiesduring the year ended August 31, 2020 consisted of equipment purchases used to produce new products. For the fiscal year endingAugust 31, 2019, investing activities consisted of equipment purchases of $14,000, which is considered a Related Party Transactionand is described in the section marked “Related Party Transactions”.

Financing Activities

During the fiscal yearended August 31, 2020, the Company had cash inflows from financing activities of $714,612 via the sales of common shares, and $673,284from a convertible notes payable. During the fiscal year ended August 31, 2019, the Company had cash inflows from financing activitiesof $235,000 via the sales of unregistered common shares, $42,504 from proceeds from a note payable and $33,334 from a convertiblenote payable. The Company also repaid $40,000 of advances to a related party during the year ended August 31, 2019.

Other Contractual Obligations

The Company entered intoa one-year lease during August of 2019 for a commercial food production facility located in Los Angeles, California. The one-yearlease at a base rate of $3,600 per month through September of 2020. Subsequent to the end of the financial reporting period, endingMay 31, 2020, the Company agreed to extend the lease for commercial food production facility located in Los Angeles, California,on a month-to-month basis, upon the August 2020 expiration.

The Company leased officespace under a contract effective August 15, 2019, expiring on August 14, 2020. We now rent the premises on a month to month basisand paying $800 per month.

CRITICAL ACCOUNTING POLICIES INVOLVING MANAGEMENTESTIMATES AND ASSUMPTIONS

Use of Fair Value

ASC Topic 820 defines fairvalue, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair valuemeasurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparencyof inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level l - observable inputs that reflect quotedprices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - include other inputs that are directlyor indirectly observable in the marketplace.

Level 3 - unobservable inputs which are supportedby little or no market activities.

Use of Estimates

The preparation of ourconsolidated financial statements in conformity with accounting principles generally accepted in the United States of America requiresour management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses duringthe reporting period. Actual results could differ from those estimates.

Revenue Recognition

For annual reporting periodsafter December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective ASU 2014-09 “Revenuefrom Contracts with Customers,” to supersede previous revenue recognition guidance under current U.S. GAAP. Revenue is nowrecognized in accordance with FASB ASC Topic 606, Revenue Recognition. The objective of the guidance is to establish the principlesthat an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, anduncertainty of revenue and cash flows arising from a contract with a customer. The core principal is to recognize revenue to depictthe transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expectsto be entitled in exchange for those goods or services. Two options were made available for implementation of the standard: thefull retrospective approach or modified retrospective approach. The guidance became effective for annual reporting periods beginningafter December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We adopted FASBASC Topic 606 for our reporting period as of the year ended December 31, 2017, which made our implementation of FASB ASC Topic606 effective in the first quarter of 2018. We decided to implement the modified retrospective transition method to implement FASBASC Topic 606, with no restatement of the comparative periods presented. Using this transition method, we applied the new standardsto all new contracts initiated on/after the effective date. We also decided to apply this method to any incomplete contracts wedetermine are subject to FASB ASC Topic 606 prospectively. For the quarter ended March 31, 2019, there were no incomplete contracts.As is more fully discussed below, we are of the opinion that none of our contracts for services or products contain significantfinancing components that require revenue adjustment under FASB ASC Topic 606.

The Company’s willbe to recognizes revenue in accordance with Accounting Standards Codification subtopic 606, Revenue Recognition (“ASC 606”)which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangementexists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling pricesof the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimatedreturns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Upon adoptionof ASC 606 there were no adjustments converting from ASC 605 to ASC 606 because product sales are recorded upon delivery of goodsand payment of product.

Product Sales

We have established a policywhere revenue from product sales, including delivery fees, is recognized when (1) an order is placed by the customer; (2) the priceis fixed and determinable when the order is placed; (3) the customer is required to and concurrently pays for the product uponorder; and, (4) the product is shipped. The evaluation of our recognition of revenue after the adoption of FASB ASC 606 did notinclude any judgments or changes to judgments that affected our reporting of revenues, since our product sales, both pre and postadoption of FASB ASC 606, were evaluated using the same standards as noted above, reflecting revenue recognition upon order, paymentand shipment, which all occurs concurrently when the order is placed and paid for by the customer, and the product is shipped.Further, given the facts that (1) our customers exercise discretion in determining the timing of when they place their productorder; and, (2) the price negotiated in our product sales is fixed and determinable at the time the customer places the order,and there is no delay in shipment, we are of the opinion that our product sales do not indicate or involve any significant customerfinancing that would materially change the amount of revenue recognized under the sales transaction, or would otherwise containa significant financing component for us or the customer under FASB ASC Topic 606.

Cash

The Company has operatedduring the most recent fiscal periods with minimal cash.

From time to time in thefuture, as we raise funds via sales of equity and notes, we may maintain bank balances in interest bearing accounts in excess ofthe $250,000 currently insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently noinsurance limit for deposits in non-interest bearing accounts). We have not experienced any losses with respect to cash. Managementbelieves our Company is not exposed to any significant credit risk with respect to its cash. 

Accounts Receivable 

At the present time wehave no accounts receivable. In the future, accounts receivable are carried at their estimated collectible amounts, net of anyestimated allowances for doubtful accounts. We grant unsecured credit to our customer’s deemed credit worthy. Ongoing creditevaluations are performed and potential credit losses estimated by management are charged to operations on a regular basis. Atthe time any particular account receivable is deemed uncollectible, the balance is charged to the allowance for doubtful accounts.The Company had accounts receivable net of allowances of $0 as of August 31, 2019 and $0 as of August 31, 2018. The Company hadaccounts receivable net of allowances of $5,000 as of February 29, 2020.

Inventory

The Company currently hasno inventories. In the future, we plan to value inventories using the weighted average costing method (approximate FIFO costingmethod).

We plan to regularly reviewinventory and consider forecasts of future demand, market conditions and product obsolescence. In the future, if the estimatedrealizable value of our inventory is less than cost, we make provisions in order to reduce its carrying value to its estimatedmarket value.

Intangible assets, net

At this time the Companyhas no intangible assets. Intangible assets with finite lives are amortized over their estimated useful life. The Company monitorsconditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortizationperiod. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes eventsor changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset’suseful life and the impact of an event or circumstance on either an asset’s useful life or carrying value involve significantjudgment.

Derivative Instruments

The fair value of derivativeinstruments is recorded and shown separately under current liabilities. Changes in the fair value of derivatives liability arerecorded in the consolidated statement of operations under non-operating income (expense).

The Company evaluates allof its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded atits fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statementsof operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes Merton optionpricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivativeinstruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of eachreporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whetheror not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Stock Based Compensation

Stock based compensationcost is measured at the date of grant, based on the calculated fair value of the stock-based award, and will be recognized as anexpense over the employee’s requisite service period (generally the vesting period of the award). We estimate the fair valueof employee stock options granted using the Black-Scholes-Merton Option Pricing Model. Key assumptions used to estimate the fairvalue of stock options will include the exercise price of the award, the fair value of our shares of Common Stock on the date ofgrant, the expected option term, the risk-free interest rate at the date of grant, the expected volatility and the expected annualdividend yield on our shares of Common Stock.

Income taxes

We account for income taxesunder the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributableto differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases.Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in whichthe temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a changein tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary,to reduce deferred tax assets to the amount expected to be realized.

As a result of the implementationof certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertaintyin tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognitionand measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of October 2, 2008 and have analyzedfiling positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as opentax years in these jurisdictions. We have identified the U.S. federal and California as our “major” tax jurisdictionsand generally, we remain subject to Internal Revenue Service examination of our 2013 U.S. federal income tax returns. However,we have certain tax attribute carryforwards, which will remain subject to review and adjustment by the relevant tax authoritiesuntil the statute of limitations closes with respect to the year in which such attributes are utilized.

We believe that our incometax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a materialchange to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recordinginterest and penalties associated with income-based tax audits is to record such items as a component of income taxes. We haveno interest or penalties as of August 31, 2020.

Recent Accounting Pronouncements

In February 2016, the FASBissued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requiresa lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leaseswill be classified as either finance or operating, with classification affecting the pattern of expense recognition in the incomestatement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within thosefiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at,or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practicalexpedients available. The Company is in the process of evaluating the impact of adoption of this ASU on the consolidated financialstatements.

In May 2014, the FASB issuedNo. 2014-09, Revenue from Contracts with Customers, which supersedes the revenue recognition requirements in Accounting StandardsCodification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires thatan entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the considerationto which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB approved a one-yeardeferral of the effective date of the new revenue recognition standard. Public business entities, certain not-for-profit entities,and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annualreporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. In March2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (ReportingRevenue versus Net). In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), IdentifyingPerformance Obligations and Licensing. In May 2016, the FASB issued ASU 2016-11, Revenue from Contracts with Customers (Topic 606)and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of ASU 2014-09 and 2014-16, and ASU 2016-12, Revenuefrom Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients. These ASUs clarify the implementationguidance on a few narrow areas and adds some practical expedients to the guidance Topic 606. The Company is evaluating the effectthat these ASUs will have on its consolidated financial statements and related disclosures.

On March 30, 2016, theFASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which includes amendments to accounting forincome taxes at settlement, forfeitures, and net settlements to cover withholding taxes. The amendments in ASU 2016-09 are effectivefor public companies for fiscal years beginning after December 31, 2016, and interim periods within those annual periods. The Companyadopted this new guidance on January 1, 2017 and this standard does not have a material impact on the Company’s consolidatedfinancial statements.

In June 2016, the FASBissued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected creditlosses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportableforecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assetsmeasured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginningafter December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within thosefiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have onits consolidated financial statements and related disclosures.

In August 2016, the FASBissued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classificationof certain cash receipts and cash payments in the statement of cash flows. This ASU is effective for public business entities forfiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. The Companyis currently assessing the potential impact of ASU 2016-15 on its financial statements and related disclosures.

In October 2016, the FASBissued ASU No. 2016-16—Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improvesthe accounting for the income tax consequences of intra-entity transfers of assets other than invent tory. For public businessentities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, includinginterim reporting periods within those annual reporting periods. Early adoption is permitted. The Company does not anticipate thatthe adoption of this ASU will have a significant impact on its consolidated financial statements.

In November 2016, the FASBissued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires that a statementof cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restrictedcash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalentsshould be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shownon the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interimperiod within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should beapplied using a retrospective transition method to each period presented. The Company does not anticipate that the adoption ofthis ASU will have a significant impact on its consolidated financial statements.

In January 2017, the FASBissued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies thedefinition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should beaccounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning afterDecember 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The standard should beapplied prospectively on or after the effective date. The Company will evaluate the impact of adopting this standard prospectivelyupon any transactions of acquisitions or disposals of assets or businesses.

In January 2017, the FASBissued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test,which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’scarrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospectivebasis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permittedfor interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currentlyevaluating the impact of adopting this standard on its consolidated financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK

None. 

 INTERIM FINANCIAL STATEMENTS

The interim financialstatements for the quarter ended November 30, 2020 are provided and can found on page F-26. Our unaudited quarterly results ofoperations data have been prepared on the same basis as our audited consolidated financial statements included elsewhere inthis prospectus. In the opinion of management, the financial information set forth in the table below reflects all normalrecurring adjustments necessary for the fair statement of results of operations for these periods in accordance withgenerally accepted accounting principles in the United States. Our historical results are not necessarily indicative of theresults that may be expected in the future and the results of a particular quarter or other interim period are notnecessarily indicative of the results for a full year. This data should be read in conjunction with the section titled“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and ourconsolidated financial statements and related notes included elsewhere in this prospectus.

DIRECTORS AND EXECUTIVE OFFICERS

The following table setsforth the names and ages of our current directors and executive officers, the principal offices and positions held by each person,and the date such person became a director or executive officer. Our executive officers are appointed by the Board of Directors.The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or untiltheir death, resignation or removal by the Board of Directors. Unless described below, there are no family relationships amongany of the directors and officers.

The percentages beloware calculated based on 47,314,845 common shares, which includes 37,314,845 common shares outstanding as of November 10, 2020and an additional 10,000,000 shares of common stock being issued as part of the Offering.

We are not aware of anyperson who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class ofthe issuer, other than as set forth above. We are not aware of any person who controls the issuer as specified in Section 2(a)(1)of the 1940 Act. There are no classes of stock other than common stock issued or outstanding. We do not have an investment advisor.

As of the date of thisfiling, our Chairman, CEO and CFO Arman Tabatabaei, owns 3,330,000 common shares, which represents 7% percent of the total outstandingshares 47,314,845 common shares, which includes 37,314,845 common shares outstanding as of November 10, 2020 and an additional10,000,000 shares of common stock being issued as part of the Offering.

Directors, Nguyen, Manolos,Riley and Riddell each own 2,888,889, 2,888,889, 600,000 and 143,333 common shares, respectively which individually represent6,1%, 6.1% 1.1% and 0.3%, respectively, of the total 47,314,845 common shares, which includes 37,314,845 common shares outstandingas of November 10, 2020 and an additional 10,000,000 shares of common stock being issued as part of the Offering.

Collectively, our officersand directors hold 9,721,121 common shares, representing 20.55% of the total based on 47,314,845 common shares, which includes37,314,845 common shares outstanding as of November 10, 2020 and an additional 10,000,000 shares of common stock being issuedas part of the Offering.

Changesin Control

Asof the date of this Prospectus, we are not aware of any arrangement that may result in a change in control of our company

FamilyRelationships

Thereare no family relationships between any director or executive officer.

LeadershipStructure

ArmanTabatabaei, who is also a director and serves as chairman, CEO, CFO, treasurer and corporate Secretary.

BoardCommittees

Wedo not have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function.We do not have any board committees including a nominating, compensation, or executive committee. Presently, we have no independentdirectors.

Code ofEthics

TheCompany has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officersand Directors as the Company  is not required to do so.

DirectorIndependence

MelissaRidell is considered an Independent Director meeting the definition of “Independent Director outlined in NASDAQ MarketplaceRule 4200(a)(15). Ms. Ridell was added to the board of directors on February 3, 2020.

JimRiley is considered an Independent Director meeting the definition of “Independent Director outlined in NASDAQ MarketplaceRule 4200(a)(15). Mr. Riley was added to the board of directors on October 30, 2020.

Section16(a) Beneficial Ownership Reporting Compliance

Section16(a) of the Securities Exchange Act of 1934 requires our Company’s directors and officers, and persons who own more thanten-percent (10%) of our Company’s shares of Common Stock, to file with the SEC reports of ownership on Form 3 and reportsof changes in ownership on Forms 4 and 5. Such officers, directors and ten-percent shareholders are also required to furnish ourCompany with copies of all Section 16(a) reports they file. As of June 14, 2019, we believed such reports were timely filed.

Liquidity and Capital Resources

As of November30, 2020 and November 30, 2019 our cash and cash equivalent balances were $59,885 and $2,338, respectively.

Our primaryinternal sources of liquidity were provided by proceeds from the sale of unregistered common shares and warrants of the Companyas follows:

On July 3, 2019,we sold 2,000,000 restricted shares at $0.025 a share for the amount of $50,000 to an accredited investor. The investor also received2,000,000 warrants to purchase 2,000,000 shares at a price of $0.15 per share. The warrants expire on July 3, 2020. The salewas made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are not publicofferings.

On July 10,2019, we sold 1,000,000 restricted shares at $0.025 a share for the amount of $25,000 to an accredited investor. The investoralso received 1,000,000 warrants to purchase 1,000,000 shares at a price of $0.15 per share. The warrants expire on July 10, 2020. Thesale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are notpublic offerings.

On July 16,2019, we sold 1,400,000 restricted shares at $0.025 a share for the amount of $35,000 to an accredited investor. The investoralso received 1,400,000 warrants to purchase 1,400,000 shares at a price of $0.15 per share. The warrants expire on July 16, 2020. Thesale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are notpublic offerings.

On July 19,2019, we sold 1,000,000 restricted shares at $0.025 a share for the amount of $25,000 to an accredited investor. The investoralso received 1,000,000 warrants to purchase 1,000,000 shares at a price of $0.15 per share. The warrants expire on July 19, 2020. Thesale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are notpublic offerings.

On August 15,2019, we sold 2,000,000 restricted shares at $0.025 a share for the amount of $50,000 to an accredited investor. The investoralso received 2,000,000 warrants to purchase 2,000,000 shares at a price of $0.15 per share. The warrants expire on August 15,2020. The sale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions,which are not public offerings.

On August 19,2019, we sold 1,000,000 restricted shares at $0.025 a share for the amount of $50,000 to an accredited investor. The investoralso received 1,000,000 warrants to purchase 1,000,000 shares at a price of $0.15 per share. The warrants expire on August 19,2020. The sale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions,which are not public offerings.

On August 27,2019, we sold 1,000,000 restricted shares at $0.025 a share for the amount of $25,000 to an accredited investor. The investoralso received 1,000,000 warrants to purchase 1,000,000 shares at a price of $0.15 per share. The warrants expire on August 27,2020. The sale was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, whichare not public offerings. As of the date of this filing, these shares have not yet been issued to the purchaser.

On November6, 2019, we sold a convertible not to an accredited investor for $20,000. The terms of the six month note allow 7% annual interestand for the conversion into common shares at $0.75. Additionally, the investor received a warrant providing the investor the rightto purchase 26,666 common shares at a price of $3.50.

On December30, 2019, The Company sold a convertible note to an accredited investor. The $63,000 note calls for annualized interest of 10%and is due on December 20, 2020. The note converts in common shares at 40% discount. This note is attached as an exhibit hereto.

On December16, 2019, the Company’s board of directors by unanimous written consent caused the authorization of ten million (10,000,000)shares of preferred stock, par value $0.0001 per share, of the Company ("Preferred Stock") in one or more series, andexpressly authorized the Board of Directors of the Company (the "Board"), subject to limitations prescribed by law,to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series,to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences,powers, restrictions, and limitations of the shares of such series.

During the quarterlyperiod ended February 29, 2020, the Company issued four convertible promissory notes having an aggregate principal amount of $256,500,aggregate original issue discount (OID) of $10,500, and aggregate legal fees of $11,000, resulting in aggregate net proceeds tothe Company of $235,000. The notes mature in one year from the respective issuance date and bear interest at the rate of10% per annum, payable at maturity. Commencing one hundred eighty (180) days following the issuance date of $198,750 of the notesand commencing immediately following the issuance of $57,750 of the notes, the noteholders shall have the right to convert allor any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the Companyat variable conversion prices ranging from 50% - 60% of the lowest previous fifteen (15) to twenty (20) trading day closing tradeprices of the Company’s common stock, subject to adjustment. As a result of the variable conversion prices, upon issuance,the Company recognized total debt discount of $256,500, which is being amortized to interest expense over the term of the notes.The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the noteholder,together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stockoutstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note.

On March 19,2020, the Company entered into a Securities Purchases Agreement and Convertible Promissory Note in the principal amount of $150,000.The note, which is payable one year after issuance, carries interest at 10% per annum. On March 19, 2020, the Company receivedits first disbursement under this agreement in the amount of $50,000. Less an original discount and other certain fees, the Companynetted $43,000. The note converts to common shares at a 40% discount to the lowest traded price during the 25 days prior to conversion.Additionally, the issuer was granted three-year warrant coverage at $0.48. The note shall not be able to be converted in an amountthat would result in the beneficial ownership of more than 4.99% of the Company outstanding common stock.

On May 4, 2020the Company received its Second disbursement under this agreement win the amount of $25,000. Less an original discount and othercertain fees, the Company netted $21,000. This note converts to common shares at a 40% discount to the lowest traded price duringthe 25 days prior to conversion.

On May 28, 2020,Mr. Robert L. Hymers III, a former director and former chief financial officer, returned 2,000,000 Series A Preferred shares tothe corporate treasury. As of the date of this filing, there were 6,000,000 Series A Preferred shares issued and outstanding.

On June 19,2020, we sold 352,941 registered common shares to an investor in exchange for $60,000 by subscription from our Form S-1 registration,file number 333-238974.

On June 23,2020, we sold 116,667 registered common shares to an investor in exchange for a settlement by subscription form our Form S-1 registration,file number 333-238974.

On June 30,2020, we sold 289,301 registered common shares to an investor in exchange for $50,000 by subscription form our Form S-1 registration,file number 333-238974.

On July 7, 2020,we sold 305,810 registered common shares to an investor in exchange for $35,000 by subscription form our Form S-1 registration,file number 333-238974.

On July 10,2020, the Company receives a $25,000 disbursement from a previously signed convertible note. On March 19, 2020, the Company enteredinto a Securities Purchases Agreement and Convertible Promissory Note in the principal amount of $150,000. The note, which ispayable one year after issuance, carries interest at 10% per annum. On March 19, 2020, the Company received its first disbursementunder this agreement in the amount of $50,000. Less an original discount and other certain fees, the Company netted $43,000. Thenote converts to common shares at a 40% discount to the lowest traded price during the 25 days prior to conversion. Additionally,the issuer was granted three-year warrant coverage at $0.48. The note shall not be able to be converted in an amount that wouldresult in the beneficial ownership of more than 4.99% of the Company outstanding common stock.

On July 21,2020, the Company entered into a Securities Purchases Agreement and Convertible Promissory Note in the principal amount of $78,750.The note, which is payable one year after issuance, carries interest at 6% per annum. The note converts to common shares at a60% discount to the lowest traded price during the 30 days prior to conversion. 

On August 6,2020, we sold 2,899,017 registered common shares to an investor in exchange for $278,338, by subscription form our Form S-1 registration,file number 333-238974. Additionally, the investor was provided with 150,000 commitment shares, and was issued a convertible for$50,000. The note calls for annualized interest of 10% and is due on August 7, 2021. The note converts into common shares at afixed price of $0.1631.

On August 12,2020, The Company sold a convertible note to an accredited investor. The $55,000 note calls for annualized interest of 10% andis due on May 21, 2021. The note converts into common shares at a fixed price of $0.1005.

On August 14,2020, The Company sold a convertible note to an accredited investor. The $50,000 note calls for annualized interest of 10% andis due on May 14, 2021. The note converts into common shares at a fixed price of $0.1005.

On August 17,2020, we sold 510,204 registered common shares to an investor in exchange for $51,275.50 by subscription form our Form S-1 registration,file number 333-238974.

On August 28,2020, the Company sold a convertible note to an accredited investor. The $113,000 note calls for annualized interest of 8% andis due on August 28, 2021. The note converts to common shares at a 37% discount to the lowest traded price during the 15 daysprior to conversion.

On September2, 2020, the Company issued two convertible promissory notes with an aggregate principal amount of $107,000, with the Companyreceiving proceeds of $100,000 after original issue discount of $5,000 and deferred finance costs of $2,000. The notes maturein September 2021 and bear interest at 12% per annum. Commencing one hundred eighty (180) days following the issuance date ofthe notes, the noteholders shall have the right to convert all or any part of the outstanding and unpaid principal balance ofthe note, at any time, into shares of common stock of the Company at variable conversion price of 60% of the lowest previous twenty(20) trading day closing trade prices of the Company’s common stock, subject to adjustment. The Company is prohibited fromeffecting a conversion of the note to the extent that, as a result of such conversion, the noteholder, together with its affiliates,would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately aftergiving effect to the issuance of shares of common stock upon conversion of the note.

On September22, 2020, the Company issued a convertible note in the amount of $78,000. The note matures on September 22, 2021 and bears 8%interest rate per annum. The note is convertible into common shares at 37% discount for the average of the two lowest tradingprice of the common stock during the 15 trading day period ending on the latest complete trading day prior to the conversion date.

On September24, 2020, the Company issued a convertible note in the amount of $78,000. The note matures on June 24, 2021 and bears 10% interestrate per annum. The note is convertible into common shares at a fixed conversion price of $0.06 or a conversion discount at rateof 30% to the lowest trading price during the previous twenty (20) trading days to the date of a conversion notice; whicheveris lower.

On September30, 2020, the Company entered into a securities exchange agreement with Marijuana Company of America, Inc., a Utah corporation(“MCOA”). By virtue of the agreement, the Company issued 7,222,222 shares of its restricted common stock to MCOA inexchange for 650,000,000 shares of MCOA restricted common stock. The Company and MCOA also entered into a lock up leak out agreementwhich prevents either party from sales of the exchanged shares for a period of 12 months. Thereafter the parties may sell notmore than the quantity of shares equaling an aggregate maximum sale value of $20,000 per week, or $80,000 per month until allShares and Exchange Shares are sold.

On November16, 2020, the Company sold an aggregate 3,000,000 shares of Company common stock, par value $0.001, equal in value to $177,000based on the closing price on November 16, 2020. Of the total sold, 1,500,000 shares of common stock were sold to Edward Manolosand 1,500,000 shares of common stock were sold to Thang Nguyen. The sales were made in regards to the Company’s acquisitionof Ethos, and its disclosures under Item 1.01 are incorporated herein by reference. The Company issued the above shares ofits common stock pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, availableto the Company by Section 4(a)(2) promulgated thereunder due to the fact that it was an isolated issuance and did not involvea public offering of securities. Messrs. Manolos and Nguyen were “accredited investors” and/or “sophisticatedinvestors” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warrantiesand information concerning their qualifications as “sophisticated investors” and/or “accredited investors.”The Company provided and made available to Messrs. Manolos and Nguyen full information regarding its business and operations.There was no general solicitation in connection with the offer or sale of the restricted securities. Messrs. Manolos and Nguyenacquired the restricted common stock for their own accounts, for investment purposes and not with a view to public resale or distributionthereof within the meaning of the Securities Act. The restricted shares cannot be sold unless subject to an effective registrationstatement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existenceof any such exemption subject to legal review and approval by the Company.

On December1, 2020, the Company entered into a Securities Purchase Agreement in connection with the issuance of an 8% convertible note withthe principal amount of $33,500, with an accredited investor. The note is convertible anytime after 180 days of issuance at avariable conversion price of 63% of the Market Price at time of conversion. Market Price is defined as the average of the twolowest trading prices during the fifteen (15) days prior to conversion. The Note and Purchase Agreement are attached to this filing.The Company received net cash proceeds of $30,000.

On January 5,2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of an 10% convertible note withthe principal amount of $110,000, with an accredited investor. The note is convertible at a fixed conversion price of $0.005.In the event of default by the Company, or after the public announcement of a change of control transaction as defined in theagreement, the conversion price is $0.001. The Company received net proceeds of $97,500.

On December1, 2020, the Company entered into a Securities Purchase Agreement in connection with the issuance of an 8% convertible note withthe principal amount of $33,500, with an accredited investor. The note is convertible anytime after 180 days of issuance at avariable conversion price of 63% of the Market Price at time of conversion. Market Price is defined as the average of the twolowest trading prices during the fifteen (15) days prior to conversion. The Company received net cash proceeds of $30,000.

On January 3,2021, we entered into a settlement agreement with Robert L. Hymers, III (“Hymers”) concerning five delinquent paymentstotaling $100,000 due under the stock purchase agreement whereby the Company purchased 266,667 shares of common stock of NaturalPlant Extract of California Inc., a California corporation (“NPE”), The Company was required to make $20,000 monthlyfor a period of twenty-seven (27) months to Hymers, with the first payment commencing September 1, 2020 and the remaining paymentsdue and payable on the first day of each subsequent month until Hymers received $540,000. On January 3, 2021, we entered intoa settlement concerning the outstanding payments by agreeing to issue to Hymers a total of 1,585,791 shares of registered commonstock from our S-1 registration statement made effective February XX, 2021.

On January 5,2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of an 10% convertible note withthe principal amount of $110,000, with an accredited investor. The note is convertible at a fixed conversion price of $0.05. Inthe event of default by the Company, or after the public announcement of a change of control transaction as defined in the agreement,the conversion price is $0.01. The Company received net proceeds of $97,500.

On January 12,2021, the Company entered into a Securities Purchase Agreement in connection with the issuance of an 10% convertible note withthe principal amount of $115,500, with an accredited investor. The note is convertible beginning 61 days from issuance at a fixedconversion price of $0.10 per share or 60% or the lowest trading price for ten days prior to conversion in the event that theCompany’s stock trades at less than $0.10 per share. The Company received net proceeds of $100,000.

On February3, 2021, the Registrant completed the sale of an aggregate of 4,700,000 registered shares of common stock registered on Form S-1(File No. 333-250038) in two transactions in exchange for a total purchase price of $282,000. The parties to the transactionswere the Registrant and BHP Capital NY, Inc., and Platinum Point Capital, LLC. There was no material relationship, other thanin respect of the transactions, between BHP Capital NY, Inc., Platinum Point Capital, LLC and the Registrant or any of its affiliates,or any director or officer of the Registrant, or any associate of any such director or officer. BHP Capital NY, Inc. purchased2,350,000 registered common shares in exchange for $141,000. Platinum Point Capital, LLC purchased 2,350,000 registered commonshares in exchange for $141,000.

Other Disclosures and Event Subsequentto Last Reporting Period Ending November 30, 2020

On February3, 2021, the Registrant completed the sale of an aggregate of 4,700,000 registered shares of common stock registered on Form S-1(File No. 333-250038) in two transactions in exchange for a total purchase price of $282,000. The parties to the transactionswere the Registrant and BHP Capital NY, Inc., and Platinum Point Capital, LLC. There was no material relationship, other thanin respect of the transactions, between BHP Capital NY, Inc., Platinum Point Capital, LLC and the Registrant or any of its affiliates,or any director or officer of the Registrant, or any associate of any such director or officer. BHP Capital NY, Inc. purchased2,350,000 registered common shares in exchange for $141,000. Platinum Point Capital, LLC purchased 2,350,000 registered commonshares in exchange for $141,000.

On January 27,2021 Cannabis Global, Inc. (the “Registrant”) closed a material definitive agreement (MDA) with Edward Manolos, adirector and related party. Pursuant to the MDA, the Registrant purchased from Mr. Manolos 266,667 shares of common stock in NaturalPlant Extract of California Inc., a California corporation (“NPE”), representing 18.8% of the outstanding capitalstock of NPE on a fully diluted basis. NPE operates a licensed psychoactive cannabis manufacturing and distribution business operationin Lynwood, California. NPE is a privately held corporation. Under the terms of the MDA, the Registrant acquired all beneficialownership over the NPE shares in exchange for a purchase price of two million forty thousand dollars ($2,040,000). In lieu ofa cash payment, the Registrant agreed to issue Mr. Manolos 11,383,929 restricted common shares, valued for purposes of the MDAat $0.1792 per share. In connection with the MDA, the Registrant became a party to a Shareholders Agreement by and among AlanTsai, Hymers, Betterworld Ventures, LLC, Marijuana Company of America, Inc. and NPE. The Shareholders Agreement contains customaryrights and obligations, including restrictions on the transfer of the Shares. Additionally, the Registrant intends, upon completionof the terms and conditions of the Material Definitive Agreement, to control the production, manufacturing and distribution ofboth NPE and the Registrant’s products.

On February 16, 2021, we purchased266,667 shares of common stock of Natural Plant Extract of California Inc., a California corporation (“NPE”), fromAlan Tsai, in exchange for the issuance of 1,436,368 common shares. Other than with respect to the transaction, there was no materialrelationship between Mr. Tsai and the Registrant. By virtue of the transaction, the Registrant acquired 18.8% of the outstandingcapital stock of NPE, bringing its total beneficial ownership in NPE to 56.5%. NPE operates a licensed psychoactive cannabis manufacturingand distribution business operation in Lynwood, California. By virtue of its 56.5% ownership over NPE, the Company will controlproduction, manufacturing and distribution of both NPE and Company products. In connection with the MDA, the Registrant becamea party to a Shareholders Agreement by and among Edward Manolos, a director of the Company, Robert L. Hymers III, BetterworldVentures, LLC, Marijuana Company of America, Inc. and NPE. The Shareholders Agreement contains customary rights and obligationsconcerning operations, management,, including restrictions on the transfer of the Shares.

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation of Directors

Our directors, Tabatabaei,Manolos and Nguyen receive $0 per month in compensation. Relative to any unpaid amounts due to the Director, the Director has theoption to convert any monies owed into the Company’s common at the end of his or her term. The Director’s term endson the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur: (a) the death ofthe Director; (b) the termination of the Director from his membership on the Board by the mutual agreement of the Company and theDirector; (c) the removal of the Director from the Board by the majority stockholders of the Company; and (d) the resignation bythe Director from the Board. Reimbursements. During the Director’s term, the Company reimburses the Director for all reasonableout-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with thegenerally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentationof such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director in excess of$500.00) must be approved in advance by the Company.

Our Chairman, Arman Tabatabaeireceives no compensation as a director or for service on the board of directors.

Director Common Share Ownership Table – Current Directors

The following table is based on 81,212,755 common shares, which includes 62,212,755 outstanding as of February 24, 2021 and anadditional 19,000,000 shares of common stock being issued as part of the Primary Offering, assuming all shares on the Primary Offeringa sold.

(1) Mr. Tabatabaei is chairman, CEO, CFO,treasurer, and Secretary of the corporation.

(2) Mr. Riley is considered an IndependentDirector. Mr. Riley was added to the board of directors on October 31, 2020.

(3) Ms. Riddell is considered an Independent Director. Ms. Riddellwas added to the board of directors on February 3, 2020.

Directors Compensation Table

Summary Compensation Table

The following tables setforth certain information about compensation paid, earned or accrued for services by (i) our past Chief Executive Officer, ourDirectors and (iii) all other executive officers who earned in excess of $100,000 in the fiscal year ended August 31, 2020, andto date (“Named Executive Officers”):

Biographies

Arman Tabatabaei. - Mr.Arman Tabatabaei (Age 38), was appointed to the board of directors and named as Chairman and CEO. Mr. Tabatabaei is a founder andChairman of Cannabis Global, Inc. Mr. Tabatabaei has served as president of Pacific Pro Financial Services, Inc. for the last5 years. Pacific Pro is a company that provides commercial and private lending services. With over 15 years of management and operationsexperience, he has earned a strong reputation for a numbers-based analytical approach to the management of organizations. An expertat data collection and analysis relative to resource management, risk forecasting and profit and loss management, he has made significantprogress in revamping operations of several companies over the past five years. Most recently, Mr. Tabatabaei has consulted withCannabis Strategic Ventures (OTCQB:NUGS) on various growth initiatives relative to both cannabis cultivation and the organizationof new hemp-related retail operations.

Edward Manolos. - Mr. EdwardManolos (Age 39), was elected to the board of directors. Mr. Manolos is one of the founders and Directors of Cannabis Global, Inc.and is an accomplished pioneer in California’s Medical Marijuana industry. In 2004, he opened the very first Medical MarijuanaDispensary in Los Angeles County under the name CMCA. He has managed and operated over thirty-five dispensaries from Los Angelesto San Jose including twenty in Los Angeles Pre-ICO/Proposition D. He is also credited with starting Los Angeles’ firstMedical Marijuana farmers market referred to as “The California Heritage Farmer’s Market,” which attracted localand international media attention and was the first of its kind. He is currently a member of the board of directors of MarijuanaCompany of America (OTCQB: MCOA). In 2016, Mr. Manolos was appointed to the advisory board of Marijuana Company of Americaand Cannabis Strategic Ventures (OTCQB: NUGS) and was tasked with identifying and structuring strategic partnerships and drivingproduct development.

Dan Nguyen. - Dan Nguyen(Age 47), was elected as a director of the Company. Mr. Nguyen has been employed for the last 5 years with Thermalfisher Scientific,Inc. as an equipment product specialist.

Jim Riley. – JimRiley (Age 52) is President of Baja United Group, a beverage distributor. As former Chief Executive Officer for Intersect Beverage,Jim Riley led all distillery operations, distribution partnerships, public relations, sponsorships and marketing programs. Jimprovides executive leadership and strategic counsel to clients and partners in various capacities, complemented by over 20 yearsof branding, communications, crisis management, public relations, marketing and investor relations both in the private and publicsector. Prior to Intersect Beverage, Jim spent nearly eight years at Ketel One Vodka as Vice President of Public Relations andEvents.

Melissa Riddell (Age 38)was added to the board of directors on February 3, 2020. Since the beginning of the Registrant’s last fiscal year to theeffective date of Ms. Riddell’s appointment, Ms. Riddell has not been a participant, nor has she had any direct or indirectmaterial interest in any transaction in which the Registrant was or is to be a participant, and the amount involved exceeded $120,000.There is no any arrangement or understanding between Ms. Riddell and any other person(s) pursuant to which she was or is to beselected as a director. Ms. Riddell has extensive knowledge in food sciences and substantial industry experience in areas of interestto the Registrant.

Executive Compensation

As of June 17, 2019, our CEO, Mr. Arman Tabatabaeisigned an Executive Compensation Agreement. The Company shall pay the Executive an annual rate of base salary of Sixty thousanddollars ($60,000.00) in monthly installments of five thousand dollars ($5000.00) per month plus an accrued monthly compensationof ten thousand dollars ($10,000.00) per month in accordance with the Company’s customary payroll practices and applicablewage payment laws. The Executive’s base salary shall be reviewed at least annually by the Board and the Board may, but shallnot be required to, increase the base salary during the Employment Term. The Executive’s annual base salary, as in effectfrom time to time, is hereinafter referred to as “Base Salary.” In lieu of the payment of the Executive’s BaseSalary, the Executive is hereby granted the option to convert any or all unpaid Base Salary due and owing into common stock ofthe Company at any time by providing a written notice to the Board.

In addition, Arman Tabatabaei received 800,000common shares for his one-year employment contract. These shares vested up the effective date of the agreement. The full agreementis attached hereto.

On June 30, 2020, the Company’s Boardof Directors extended the Executive Employment Agreement for the Company’s CEO and CFO, Arman Tabatabaei for a term of one(1) additional year. Under the terms of the extension, Mr. Tabatabaei’s monthly salary was increased to $6,500. A copy ofthe unanimous resolution of the Board of Directors is included as an exhibit.

Pursuant to the employment agreement, Mr. Tabatabaeiis eligible for stock award bonuses from time to time. On May 20, 2020 the Company’s board of directors voted to issue Mr.Tabatabaei 1,500,000 in restricted common shares as a performance bonus. This agreement and the resolution of the board of directorsis attached hereto.

Mr. Tabatabaei receives no additional compensationas a director of the Company.

Employment Agreements

On June 20, 2019, we signedan employment agreement with our CEO, Arman Tabatabaei. Under the terms of his one year agreement, he will receive a monthlysalary of $5,000 and $10,000 in accrued salary due and payable as the end of his one year term. In addition, he received 12,000,000common shares for his one year employment contract. See “Executive Compensation” for additional information. This agreementis attached hereto.

On June 30, 2020, the Company’sBoard of Directors extended the Executive Employment Agreement for the Company’s CEO and CFO, Arman Tabatabaei for a termof one (1) additional year. Under the terms of the extension, Mr. Tabatabaei’s monthly salary was increased to $6,500. Acopy of the unanimous resolution of the Board of Directors is included as an exhibit.

Grants of Stock and Other Equity Awards

As is outlined above, pursuantto the employment agreement with our CEO, Mr. Tabatabaei is eligible for stock award bonuses from time to time. On May 20, 2020the Company’s board of directors voted to issue Mr. Tabatabaei 1,500,000 in restricted common shares as a performance bonus.This agreement and the resolution of the board of directors is attached hereto.

Mr. Tabatabaei receivesno additional compensation as a director of the Company.

Option Exercises

There have been no option exercises.

Long-Term Incentive Plans

We currently do not have any Long-Term IncentivePlans.

SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT

As of the date hereof,here is information with respect to the securities holdings of (i) our officers and directors, and (ii) all persons, which pursuantto filings with the SEC and our stock transfer records, we have reason to believe may be deemed the beneficial owner of more thanfive percent (5%) of the shares of Common Stock.

The securities “beneficiallyowned” by an individual are determined in accordance with the definition of “beneficial ownership” set forthin the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, thespouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well asother securities as to which the individual has or shares voting or investment power or which each person has the right to acquirewithin 60 days through the exercise of options or otherwise. Beneficial ownership may be disclaimed as to certain of the securities.

The following table isbased on a total 81,210,755 common shares, which includes 62,212,755 issued and outstanding as of the date of this filing, February24, 2021 and 19,000,000 new common shares being offered by the Company.

(1) Includes 33,333 heldby Tad Mailander, the control person for Tabular Investments, LLC

Changes in Control

As of the date of thisProspectus, we are not aware of any arrangement that may result in a change in control of our company.

CERTAIN RELATIONSHIPS AND FEE TRANSACTIONS

Transactions with Related Persons

Our Company reviews transactionsbetween our Company and persons or entities considered to be related parties (collectively “related parties”). OurCompany considers entities to be related parties where an executive officer, director or a 5% or more beneficial owner of our sharesof Common Stock (or an immediate family member of these persons) has a direct or indirect material interest. Transactions of thisnature require the approval of our Board.

On July 1, 2019, the Companyacquired Action Nutraceuticals, Inc., a company owned by our CEO, Arman Tabatabaei. The value of the transaction value was nominal,at only one thousand dollars ($1,000). Therefore, the Company believes its acquisition of Action Nutraceuticals, Inc. is not anacquisition of a significant amount of assets, or a transaction defined by 17 CFR § 229.404 \- (Item 404) “Transactionswith Related Persons, Promoters and Certain Control Persons” that would require specific disclosure under the section cited.Regardless, the Company will disclose the transaction pursuant to 17 CFR § 229.404 - (Item 404) “Transactions with RelatedPersons, Promoters and Certain Control Persons.” No intellectual property, patents or trademarks were acquired in the transaction.

On July 9, 2019, the Company,through its Action Nutraceuticals subsidiary, loaned, Split Tee, LLC (“Split Tee”), a venture associated with DirectorEdward Manolos, $20,000 to engage in an exploratory research project. An additional $20,000 was supplied to Split Tee on August23, 2019. The loans carry interest at the rate of 10% per annum and are due in one year for issuance. In addition, The Company,via Action Nutraceuticals subsidiary, invoiced Split Tee $5,000 as a consulting fee. Because of Mr. Manolos’ associationas a director, the Company believes these transactions are defined by 17 CFR § 229.404 - (Item 404) Transactions with relatedpersons, promoters and certain control persons, which would require specific disclosures under the section cited. As of the endof the fiscal year August 31, 2020, the Company determined it is not likely that repayment of the $40,000 note would occur, thusthe Company booked an allowance for Bad Debt expense for the amount, bringing the note balance to zero, as of the end of the fiscalyear ending August 31, 2020.

During the three monthsended February 29, 2020, the Company issued two convertible promissory notes having an aggregate principal amount of $133,101 inexchange for accrued expenses owed to related parties, of which $79,333 is payable to the Company’s Chief Executive Officerand $53,768 is payable to the Company’s former Chief Financial Officer (Robert L. Hymers III). The notes mature two yearsfrom the respective issuance date and bear interest at the rate of 10% per annum, payable at maturity. The noteholders shallhave the right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into sharesof common stock of the Company at a variable conversion price of 50% of the average of the previous twenty (20) trading day closingprices of the Company’s common stock, subject to adjustment. As a result of the variable conversion prices, upon issuance,the Company recognized total debt discount of $133,101, which is being amortized to interest expense over the term of the notes.On May 22, 2020, the Chief Executive Officer converted $79,333 in principal and $2,608 of accrued interest into 694,902 sharesof common stock to be issued having a fair value of $232,792. The conversion resulted in the elimination of $70,313 of remainingdebt discount, the elimination of $231,632 of derivative liabilities, and a $10,468 gain on conversion that resulted from a relatedparty and was therefore included in Additional paid-in capital. As of August 31, 2020, the carrying value of the remaining notewith the former chief financial officer was $15,884, net of debt discount of $37,884 and accrued interest was $3,138.

On April 30, 2020, theCompany entered into a settlement agreement with its former Chief Financial Officer (Robert L. Hymers III, hereinafter referredto as the “CFO”) whereby the CFO resigned and the Company issued a promissory note for $30,000, which represented theremaining amount owed to the CFO for services rendered. The note matures December 31, 2020 and bears interest at the rateof 10% per annum, payable at maturity. The noteholder has the right to convert all or any part of the outstanding and unpaid principalbalance of the note, at any time, into shares of common stock of the Company at a fixed conversion price of $0.02 per share, subjectto adjustment. As a result of the beneficial conversion price, upon issuance, the Company recognized debt discount of $30,000,which is being amortized to interest expense over the term of the note. As of August 31, 2020, the carrying value of the note was$15,061, net of debt discount of $14,939 and accrued interest was $1,011.

On July 22, 2020, we signeda management agreement with Whisper Weed, Inc., a California corporation (“Whisper Weed”). Our director Edward Manolosis a shareholder in Whisper Weed. Whisper Weed conducts licensed delivery activity of cannabis products in California. The agreementrequires the parties to create a separate entity, CGI Whisper W, Inc. in California as a wholly owned subsidiary of the Company.The business of CGI Whisper W, Inc. will be to provide management services for the lawful delivery of cannabis in the State ofCalifornia. The Company will manage CGI Whisper W, Inc. operations. In exchange for the Company providing management services toWhisper Weed through the auspices of CGI Whisper W, Inc., the Company will receive as consideration a quarterly fee of 51% of thenet profits earned by Whisper Weed. As separate consideration for the transaction, the Company agreed to issue to Whisper Weed$150,000 in the Company’s restricted common stock, valued for purposes of issuance based on the average closing price ofthe Company’s common stock for the twenty days preceding the entry into the material definitive agreement. Additionally,the Company agreed to amend its articles of incorporation to designate a new class of preferred shares. The preferred class shallbe designated and issued to Whisper Weed in an amount equal to two times the quarterly payment made to the Company. The preferredshares shall be convertible into the Company’s common stock after 6 months, and shall be senior to other debts of the Company.The conversion to common stock will be based on a value of common stock equal to at least two times the actual sales for the previous90 day period. The Company agreed to include in the designation the obligation to make a single dividend payment to Whisper Weedequal to 90% of the initial quarterly net profits payable by Whisper Weed. As of August 31, 2020, no common or preferred shareshave been issued.

On August 21, 2020 theCompany, issued a convertible note pursuant to a Stock Purchase Agreement (the “SPA) to acquire 266,667 shares of commonstock of Natural Plant Extract of California Inc., a California corporation (“NPE”), representing 18.8% of the outstandingcapital stock of NPE on a fully diluted basis. With the exception of the entry into the subject material definitive agreements,no material relationship exists between the Company, or any of the Company’s affiliates or control persons and Hymers. Underthe terms of the SPA, the Company acquired all rights and responsibilities of the equity stake for a purchase price of Two MillionForty Thousand United States Dollars ($2,040,000) (the “Purchase Price”). Relative to the payment of the Purchase Price,the registrant agreed to: 1) pay Robert L. Hymers, III twenty thousand United States Dollars ($20,000) each month for a periodof twenty-seven (27) months, with the first payment commencing September 1, 2020 and the remaining payments due and payable onthe first day of each subsequent month until Hymers has received Five Hundred Forty Thousand United Stated Dollars ($540,000),and 2) issue Hymers a convertible promissory note in the amount of One Million Five Hundred Thousand United States Dollars ($1,500,000)(the “Note”). The Note bears interest at ten percent (10%) per annum. Hymers shall have the right at any time six (6)months after the Issuance Date to convert all or any part of the outstanding and unpaid principal, interest, fees, or any otherobligation owed pursuant to the note. Conversion Price shall be calculated as follows: 60% of the lowest Trading Price of the commonshares during the ten (10) days preceding the date the Company receive a notice of conversion. Unless permitted by the applicablerules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shallthe Company issue upon conversion of or otherwise pursuant to the note and the other notes issued more than the maximum numberof shares of Common Stock that the Company can issue pursuant to any rule of the principal United States securities market on whichthe Common Stock is then traded, which shall be 4.99% of the total shares outstanding at any time. A debt discount of $54,212 onthe note payable at issuance was calculated based on the present value of the note using an implied interest rate of 10%. A debtdiscount of $270,886 was recognized. Accordingly, the Company recorded an initial value of its investment in NPE of $1,714,903.At the time the note becomes convertible, the Company will recognize a derivative liability at fair value related to the embeddedconversion option at that time. Prior to these transactions, Robert Hymers III and Alan Tsai each sold equity interest representinga total of 18.8% of the outstanding equity interest of NPE to Edward Manolos, a Director and preferred stockholder of the Companyin a private transaction. As a result of these two transactions, the Company beneficially controls approximately 37% of the equityof NPE. After this transaction, a venture capital company controls 40% of the equity interests in NPE, the Company, Alan Tsai andEdward Manolos each control 18.8% and one other entity controls 3.5%.

On November 16, 2020, the Company entered intoa business acquisition agreement with Ethos Technology LLC, dba Comply Bag, a California limited liability company (“Ethos”).Ethos is a development stage business in the process of entering the market for cannabis trackable storage bags. By virtue of theagreement, Ethos sold, assigned, and transferred to the Company all of Ethos’ business, including all of its assets and associatedliabilities, in exchange for the Company’s issuance of an aggregate of 6,000,000 common shares. 3,000,000 shares were dueat signing, with 1,500,000 shares being issued to Edward Manolos, and 1,500,000 shares being issued to Thang Nguyen. Mr. Manolosis a director of the Company and a related party. Mr. Nguyen is the brother of Dan Van Nguyen, a director of the Company and arelated party. After Ethos ships orders for Ethos products equaling $1,000,000 to unaffiliated parties, the Company will issueto Messrs. Manolos and Nguyen an additional 1,500,000 shares of common stock each. On this date, the Company sold an aggregate3,000,000 shares of Company common stock, par value $0.001, equal in value to $177,000 based on the closing price on November 16,2020. Of the total sold, 1,500,000 shares of common stock were sold to Edward Manolos and 1,500,000 shares of common stock weresold to Thang Nguyen. The sales were made in regards to the Company’sacquisition of Ethos, and its disclosures under Item 1.01 are incorporated herein by reference. The Company issuedthe above shares of its common stock pursuant to the exemption from the registration requirements of the Securities Act of 1933,as amended, available to the Company by Section 4(a)(2) promulgated thereunder due to the fact that it was an isolated issuanceand did not involve a public offering of securities.

 On January 27, 2021, the Companyclosed a material definitive agreement (MDA) with Edward Manolos, a director and related party. Pursuant to the MDA, the Companypurchased from Mr. Manolos 266,667 shares of common stock in Natural Plant Extract of California Inc., a California corporation(“NPE”), representing 18.8% of the outstanding capital stock of NPE on a fully diluted basis. NPE operates a licensedpsychoactive cannabis manufacturing and distribution business operation in Lynwood, California. NPE is a privately held corporation.Under the terms of the MDA, the Registrant acquired all beneficial ownership over the NPE shares in exchange for a purchase priceof two million forty thousand dollars ($2,040,000).. In lieu of a cash payment, the Registrant agreed to issue Mr. Manolos 11,383,929restricted common shares, valued for purposes of the MDA at $0.1792 per share. In connection with the MDA, the Registrant becamea party to a Shareholders Agreement by and among Alan Tsai, Hymers, Betterworld Ventures, LLC, Marijuana Company of America, Inc.and NPE. The Shareholders Agreement contains customary rights and obligations, including restrictions on the transfer of the Shares.Additionally, the Registrant intends, upon completion of the terms and conditions of the Material Definitive Agreement, to controlthe production, manufacturing and distribution of both NPE and the Registrant’s products.

LEGAL MATTERS

The validity of the sharessold by us under this Prospectus will be passed upon for us by the Mailander Law Office, Inc., 4811 49^th Street,San Diego, CA 92115.

EXPERTS

Boyle CPA, LLC, our independentregistered public accounting firm, has audited our financial statements included in this Prospectus and Registration Statementto the extent and for the periods set forth in their audit report. Boyle CPA, LLC has presented its report with respect to ouraudited financial statements.

COMMISSION POSITION ON INDEMNIFICATION FORSECURITIES ACT LIABILITIES

Our Articles of Incorporationprovide that we shall indemnify our directors and officers to the fullest extent permitted by Nevada law and that none of our directorswill be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, exceptfor liability:

These provisions requireus to indemnify our directors and officers unless restricted by Nevada law and eliminate our rights and those of our shareholdersto recover monetary damages from a director for breach of his or her fiduciary duty of care as a director except in the situationsdescribed above. The limitations summarized above, however, do not affect our ability or that of our shareholders to seek non-monetaryremedies, such as an injunction or rescission, against a director for breach of his or her fiduciary duty.

Insofar as indemnificationfor liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant tothe foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnificationis against public policy as expressed in the Securities Act and is therefore unenforceable.

CANNABIS GLOBAL, INC.

INDEX TO FINANCIAL STATEMENTS

Indexto Consolidated Financial Statements

Boyle CPA, LLC

CertifiedPublic Accountants & Consultants

REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and

Stockholders of Cannabis Global,Inc. (formerly MCTC Holdings, Inc.)

Opinion onthe Financial Statements

We have auditedthe accompanying consolidated balance sheets of Cannabis Global, Inc. (formerly MCTC Holdings, Inc.) (the “Company”)as of August 31, 2020 and 2019, and the related consolidated statements of operations, stockholders’ equity (deficit), andcash flows for each of the years in the two-year period ended August 31, 2020, and the related notes (collectively referred toas the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,in all material respects, the financial position of the Company as of August 31, 2020 and 2019, and the results of its operationsand its cash flows for each of the two years in the period ended August 31 2020, in conformity with accounting principles generallyaccepted in the United States of America.

Substantial Doubt About the Company’sAbility to Continue as a Going Concern

Asdiscussed in Note 2 to the consolidated financial statements, the Company’s continuing net losses and negative operatingcash flows raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuanceof these consolidated financial statements. Management’s plans are also described in Note 2. The consolidated financialstatements do not include adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidatedfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion onthe Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with thePublic Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respectto the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities andExchange Commission and the PCAOB.

We conductedour audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are freeof material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding ofinternal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’sinternal control over financial reporting. Accordingly, we express no such opinion.

Our audit includedperforming procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regardingthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used andsignificant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.We believe that our audit provide a reasonable basis for our opinion.

/s/ Boyle CPA, LLC

We have served as the Company’sauditor since 2017

Bayville, New Jersey

October 27, 2020

CANNABISGLOBAL, INC.

(formerlyMCTC HOLDINGS, INC.)

CONSOLIDATEDBALANCE SHEETS

 Theaccompanying notes are an integral part of these audited consolidated financial statements

CANNABIS GLOBAL,INC.

(formerlyMCTC HOLDINGS, INC.)

CONSOLIDATEDSTATEMENT OF OPERATIONS