Annual Report (10-k)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934

 

For the fiscal year ended December 31, 2021

 

☐ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

 

For the transition period from _____________ to _____________

 

Commission File Number: 000-56027

 

THE GREATER CANNABIS COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

Florida		30-0842570
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

15 Walker Ave, Suite 101

Baltimore, MD 21208

(Address of principal executive offices, including Zip Code)

 

[phone]

(Issuer’s telephone number, including area code)

 

NOT APPLICABLE

(Former name or former address if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbols(s)		Name of each exchange on which registered
None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, par value $0.001

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

 

Check whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

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

 

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

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

 

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

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $4,018,244.

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 508,638,436 shares of common stock as of April 11, 2022

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 

 

TABLE OF CONTENTS

 

		Page
PART I
Item 1	Business	1
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	5
Item 2	Properties	5
Item 3	Legal Proceedings	6
Item 4	Mine Safety Disclosures	6
PART II
Item 5	Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6	[Reserved]	6
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	8
Item 8	Financial Statements.	8
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
Item 9A	Controls and Procedures	9
Item 9B	Other Information	10
PART III
Item 10	Directors, Executive Officers and Corporate Governance	11
Item 11	Executive Compensation	13
Item 12	Security Ownership of Certain Beneficial Owners and Management	14
Item 13	Certain Relationships and Related Transactions and Director Independence	15
Item 14	Principal Accounting Fees and Services	15
PART IV
Item 15	Exhibits and Financial Statement Schedules	15
Item 16	Form 10-K Summary	18
Signatures		19

 

 

 

Cautionary Note Regarding Forward Looking Statements

 

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue, “and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by any forward-looking statements.

 

Important factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but are not limited to, the following:

 

	●	risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures;
	●	risk that we fail to meet the requirements of the agreements under which we acquired our business interests, including any cash payments to the business operations, which could result in the loss of our right to continue to operate or develop the specific businesses described in the agreements;
	●	risk that we will be unable to secure additional financing in the near future in order to commence and sustain our planned development and growth plans;
	●	risk that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations;
	●	risks and uncertainties relating to the various industries and operations we are currently engaged in;
	●	results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future growth, development or expansion will not be consistent with our expectations;
	●	risks related to the inherent uncertainty of business operations including profit, cost of goods, production costs and cost estimates and the potential for unexpected costs and expenses;
	●	risks related to commodity price fluctuations;
	●	the uncertainty of profitability based upon our history of losses;
	●	risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects;
	●	risks related to environmental regulation and liability;
	●	risks related to tax assessments;
	●	other risks and uncertainties related to our prospects, properties and business strategy.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements to conform these statements to actual results, whether as a result of new information, future events or otherwise.

 

As used in this annual report, “Greater Cannabis,” the “Company,” “we,” “us,” or “our” refer to The Greater Cannabis Company, Inc., unless otherwise indicated.

 

 

 

PART I

 

Item 1. Business

 

History of our Company

 

The Greater Cannabis Company, Inc. (the “Company”) was formed in March 2014 as a limited liability company under the name, The Greater Cannabis Company, LLC. The Company remained a wholly owned subsidiary of Sylios Corp until March 2017. The Company’s initial business plan was to concentrate on cannabis related investment and development opportunities through its online retail store, direct equity investments, joint ventures, licensing agreements or acquisitions. Our current operations are focused on our online store, GCC Superstore.

 

On July 31, 2018, the Company entered into and consummated a voluntary share exchange transaction with Green C Corporation, a company incorporated under the laws of the Province of Ontario (“Green C”) and the shareholders of Green C (the “Selling Shareholders”) pursuant to a Share Exchange Agreement by and among the Company, Green C and the Selling Shareholders (the “Exchange Agreement”).

 

In accordance with the terms of the Exchange Agreement, the Company issued 9,411,998 shares of its preferred stock, par value $0.001 (the “Shares”) to the Selling Shareholders and certain individuals named below (collectively, the “Shareholder Group”) in exchange for 100% of the issued and outstanding capital stock of Green C (the “Exchange Transaction”). As a result of the Exchange Transaction, the Selling Shareholders acquired 29.67% of the Company’s issued and outstanding shares of preferred stock, Green C became the Company’s wholly-owned subsidiary and the Company acquired 100% of the business and operations of Green C.

 

After the consummation of the transactions contemplated by the Exchange Agreement, we switched our business model in fiscal 2018 and no longer intend to pursue E-commerce, advertising, licensing (except as specified below) or direct investment operations. We are now engaged in the development and commercialization of innovative cannabinoid therapeutics. Our mission is to bring our products to the global market through partnerships with leading cannabis and pharmaceutical companies, for the benefit of patients and consumers.

 

1

 

 

From July 2018 through mid-2021, Greater Cannabis focused on commercializing its own and licensed technologies worldwide for transmucosal and transdermal delivery of legal medical or recreational cannabis (other than in the field of oral care) and cannabinoids (“CBD”) (. While part of the cannabis family, CBD, which contains less than 0.3% tetrahydrocannabinol (“THC”), the psychoactive compound that produces the “high” in marijuana, is distinguished from cannabis by its use, physical appearance and lower THC concentration (cannabis generally has a THC level of 10% or more). The Company’s initial product was an oral transmucosal patch platform which for provides for loaded actives to be absorbed by the buccal mucosa into the body. Although the Company was able to launch the product and received some limited initial orders, Greater Cannabis management ultimately elected to pursue other opportunities which they believed offered the Company greater potential for growth and ultimate profitability.

 

Accordingly, on October 19, 2021 the Company entered into a license agreement with Shaare Zedek Scientific Ltd. (“SZS”), the technology transfer arm of Jerusalem’s Shaare Zedek Medical Center (SZMC). The license agreement covers the license of SZS’s novel cannabinoid therapeutic focused on treatment of autism, schizophrenia, Parkinson’s disease, Alzheimer’s disease and other neuropsychiatric disorders. Shaare Zedek Medical Center, founded in 1901, is one of the largest multidisciplinary research hospitals in Israel with 1,000 beds and over 850,000 patient visits a year. The SZMC Center for Research and Development has over 300 annual publications of investigator initiated studies in medical journals in addition to almost 160 clinical trials.

 

Accompanying the license agreement is a joint research and development agreement, which will focus on continuing the clinical program spearheaded by Dr. Adi Aran, M.D. Director of Pediatric Neurology at SZMC, Board Member of the Israeli Society for Pediatric Neurology, and co-inventor of the novel cannabinoid therapy. Dr. Aran is a world renowned expert in cannabis research and pediatric neurology and was the principal investigator of the first ever cannabis research study conducted on autistic children.

 

Dr. Aran’s pioneering study assessed safety, tolerability and efficacy of CBD based medical cannabis as an adjuvant therapy for refractory behavioral problems in children with ASD. The results provided very compelling evidence that medical cannabis is an effective therapy for children on the autism spectrum. Conditions in 80% of the children improved, with 62% of parents reporting substantial improvements. Half of the children had improved communication and 40% reported a decrease in anxiety. The same children had not shown improvement with conventional drug therapies. Dr. Aran and his team have now developed a novel combination therapy that is believed to be significantly more effective than the cannabis-only formulation that had been used in the aforementioned study. The Company will continue to further develop this therapeutic and conduct clinical studies to further substantiate its safety and efficacy beginning in neuropsychiatric disorders.

 

The clinical studies of the therapeutic are expected to require an investment of up to $1,000,000 and up to two years to finalize.

 

The Company’s business plan is to (i) conduct clinical studies on and commercialize the cannabinoid-based therapeutic and (ii) concentrate on cannabis related investment and development opportunities through direct equity investments, joint ventures, licensing agreements or acquisitions.

 

Our principal executive office is located at The Greater Cannabis Company, Inc., 15 Walker Avenue, Suite 101, Baltimore, MD 21208, and our telephone number is [phone].

 

Competition

 

There are a number of other companies operating in the cannabis space. Such companies range from producers of cannabis plants to makers of cannabis-based edible products to developers of different methods of cannabis delivery. Known competitors in our space include Jazz Pharmaceuticals and Zynerba Pharmaceuticals (ZYNE).,

 

2

 

 

Intellectual Property

 

Not applicable.

 

Costs and Effects of Complying with Environmental Regulations

 

Not applicable.

 

Research and Development

 

The Company is involved in additional research and development of innovative delivery systems. The Company expects to develop new formulations around cannabinoid delivery and intends to file more patents to protect the intellectual property resulting from that R&D. To support these efforts, the Company will allocate additional funds of approximately $250,000 from financing proceeds to research and development, sample productions, laboratory and clinical studies.

 

Government Regulation

 

General

 

Cannabis is currently a Schedule I controlled substance under the Controlled Substances Act (“CSA”) and is, therefore, illegal under federal law. Even in those states in which the use of cannabis has been legalized pursuant to state law, its use, possession or cultivation remains a violation of federal law. A Schedule I controlled substance is defined as one that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The U.S. Department of Justice (the “DOJ”) defines Schedule I controlled substances as “the most dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce the CSA in those states which have legalized medicinal and/or recreational use of cannabis, persons that are charged with distributing, possessing with intent to distribute or growing cannabis could be subject to fines and/or terms of imprisonment, the maximum being life imprisonment and a $50 million fine.

 

Notwithstanding the CSA, as of the date of this prospectus, 36 states and the District of Columbia have legalized medical marijuana in some capacity. Additionally, 17 states and the District of Colombia have approved the implementation of legal recreational marijuana use. Such state and territorial laws are in conflict with the federal CSA, which makes cannabis use and possession illegal at the federal level.

 

In light of such conflict between federal laws and state laws regarding cannabis, the previous administration under President Obama had effectively stated that it was not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical cannabis. For example, the prior DOJ Deputy Attorney General of the Obama administration, James M. Cole, issued a memorandum (the “Cole Memo”) to all United States Attorneys providing updated guidance to federal prosecutors concerning cannabis enforcement under the CSA. In addition, the Financial Crimes Enforcement Network (“FinCEN”) provided guidelines (the “FinCEN Guidelines”) on February 14, 2014, regarding how financial institutions can provide services to cannabis-related businesses consistent with their Bank Secrecy Act obligations).

 

3

 

 

During the Trump administration, there had been indications of potential change in cannabis-related policies, including a memo issued by then Attorney General Jeff Sessions in January 2018, although no formal action was ever taken. Although we expect this policy to continue under the Biden administration, there can be no assurance that will be the case. Accordingly, until there are formal changes in Federal cannabis-related enforcement policies, we intend to remain within the guidelines outlined in the Cole Memo and the FinCEN Guidelines where applicable; however, we cannot provide assurance that we are in full compliance with the Cole Memo, the FinCEN Guidelines or any applicable federal laws or regulations.

 

Cole Memo

 

Because of the discrepancy between the laws in some states, which permit the distribution and sale of medical and recreational cannabis, from federal law that prohibits any such activities, DOJ Deputy Attorney General James M. Cole issued the Cole Memo concerning cannabis enforcement under the CSA. The Cole Memo guidance applies to all of the DOJ’s federal enforcement activity, including civil enforcement and criminal investigations and prosecutions, concerning cannabis in all states.

 

The Cole Memo reiterates Congress’s determination that cannabis is a dangerous drug and that the illegal distribution and sale of cannabis is a serious crime that provides a significant source of revenue to large-scale criminal enterprises, gangs, and cartels. The Cole Memo notes that the DOJ is committed to enforcement of the CSA consistent with those determinations. It also notes that the DOJ is committed to using its investigative and prosecutorial resources to address the most significant threats in the most effective, consistent, and rational way. In furtherance of those objectives, the Cole Memo provides guidance to DOJ attorneys and law enforcement to focus their enforcement resources on persons or organizations whose conduct interferes with any one or more of the following important priorities (the “Enforcement Priorities”) in preventing:

 

	●	the distribution of cannabis to minors;
	●	revenue from the sale of cannabis from going to criminal enterprises, gangs, and cartels;
	●	the diversion of cannabis from states where it is legal under state law in some form to other states;
	●	state-authorized cannabis activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;
	●	violence and the use of firearms in the cultivation and distribution of cannabis;
	●	drugged driving and the exacerbation of other adverse public health consequences associated with cannabis use;
	●	the growing of cannabis on public lands and the attendant public safety and environmental dangers posed by cannabis production on public lands; and
	●	cannabis possession or use on federal property.

 

We intend to conduct rigorous due diligence to verify the legality of all activities that we engage in and ensure that our activities do not interfere with any of the Enforcement Priorities set forth in the Cole Memo.

 

The Cole Memo is meant only as a guide for United States Attorneys and does not alter in any way the Department of Justice’s authority to enforce Federal law, including Federal laws relating to cannabis, regardless of state law.

 

4

 

 

Agriculture Improvement Act of 2018

 

The federal Agricultural Improvement Act of 2018, signed into law on December 20, 2018, along with the Agricultural Act of 2014, the corresponding Consolidated Appropriations Act of 2016 provisions (as extended by resolution into 2018) and related state law, provide for the cultivation, processing, manufacturing and sale of hemp-derived products, as part of agricultural pilot programs and/or state plans adopted by individual states, including Colorado. However, there can be no assurance that new legislation or regulations may be introduced at either the federal and/or state level which, if passed, would impose substantial new regulatory requirements on the manufacture, packaging, labeling, advertising and distribution and sale of hemp-derived products. New legislation or regulations may require the reformulation, elimination or relabeling of certain products to meet new standards and revisions to certain sales and marketing materials and it is possible that the costs of complying with these new regulatory requirements could be material.

 

FDA

 

The use of our technology may be subject to pre-approval by the FDA for certain applications, or equivalent regulatory body approval in other jurisdictions. If so, obtaining FDA and other approvals will require a substantial investment of funds and may take years. In such case, we intend to rely on our sublicensees or strategic partners to fund and undertake any required approval process. There is no assurance that we will be able to successfully obtain any such required regulatory approvals needed to enter certain markets or market our technology for certain applications.

 

We also may be required to comply with FDA and other federal, state and foreign regulations regarding safety, dosing and other similar matters.

 

Employees

 

We have one person providing us services on a full-time basis, our chief executive officer.

 

Item 1A. Risk Factors

 

As a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act, disclosure of this Item is not required.

 

 

Item 1B. Unresolved Staff Comments

 

None

 

Item 2. Properties

 

We currently lease office space at 15 Walker Street, Suite 101, Baltimore, Maryland 21208 from our chief executive officer, Aitan Zacharin, for no consideration. Our lease with Mr. Zacharin is terminable at will.

 

5

 

 

We do not own any real property.

 

We believe that our facilities are adequate for our current needs and that, if required, we will be able to expand our current space or locate suitable new office space and obtain a suitable replacement for our executive and administrative headquarters.

 

Item 3. Legal Proceedings

 

Currently there are no legal proceedings pending or threatened against us. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

PART II

 

Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our shares of common stock have been quoted on the OTCQB tier of the over-the-counter market operated by OTC Markets Group Inc. under the symbol “GCAN” since August 2018. Such market is extremely limited. We can provide no assurance that our shares of common stock will be continued to be traded on the OTCQB or another exchange, or if traded, that the current public market will be sustainable.

 

Holders of Record

 

As of the date of this annual report, there were 335 holders of record of our common stock, as reported by the Company’s transfer agent. In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single shareholder and accordingly, the Company believes that the number of beneficial owners of its common stock is significantly higher.

 

Dividends

 

We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

None

 

Item 6. [Reserved]

 

6

 

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Results of Operations

 

For the year ended December 31, 2021, the Company generated $12,630 in annual revenue compared to $48,044 in 2020. During the year ended December 31, 2020, the Company’s revenue was positively impacted due to the sale of our ETP patches to a single customer, which decreased in 2021.

 

Cost of sales was $12,655 for the year ended December 31, 2021 and $48,090 for the year ended December 31, 2020, reflecting the decrease in sales of ETP patches.

 

Our operating expenses in the year ended December 31, 2021 amounted to $343,121 as compared to $294,411 for the year ended December 31, 2020. Major operating expenses for the year ended December 31, 2021 of $ 343,121 include officers compensation of $ 151,000, amortization expense of $ 5,000, professional fees of $ 48,699, filings and recording fees of $19,780, research and development cost of $ 75,000 and bad debt expense of $ 6,750.

 

Other income and (expenses) was $ (259,080) for the year ended December 31, 2021 as compared to $ (656,713) for the year ended December 31, 2020. Derivative liability income decreased by $ 810,719, loss on conversion of notes payable and accrued interest to common stock decreased by $ 912,170, amortization of debt discounts decreased by $ 746,749 and gain from Surrender Agreement was zero as compared to $ 472,170 in year 2020.

 

Our net loss in the year ended December 31, 2021 was $602,226 as compared to the net loss of $951,170 during the year ended December 31, 2020.

 

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or our financial position. Amounts shown for costs and expenses reflect historical cost and do not necessarily represent replacement cost. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 

Liquidity and Capital Resources

 

We had $377,520 cash on hand at December 31, 2021, compared to $112,953 at December 31, 2020.

 

At December 31, 2021, we had $467,060 in principal amount of outstanding convertible notes compared to $22,875 at December 31, 2020.

 

The proceeds from loans, convertible debentures as well as cash on hand is being used to fund the operations of our current operations. During 2021, we entered into the following financing transaction:

 

On March 15, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC (“FFG”) pursuant to which it issued an initial 6% convertible promissory note (an “FFG Note”) to FFG in the principal amount of $272,500, of which $22,500 constituted an original issue discount. On June 28, 2021, the Company issued a second FFG Note to FFG in the principal amount of $272,500, of which $22,500 constituted an original issue discount..

 

The FFG Notes bear interest at the rate of six percent (6%) per annum, which accrues from the date of funding of and was scheduled to mature on March 11, 2022. The Company is currently seeking to negotiate with FFG an extension of the maturity date of the FFG Notes and a waiver of any default thereunder.

 

The FFG Notes may be pre-paid in whole or in part by paying FFG the following premiums:

 

PREPAY DATE		PREPAY AMOUNT
≤ 30 days		105% * (Principal + Interest (“P+I”)
31- 60 days		110% * (P+I)
61-90 days		115% * (P+I)
91-120 days		120% * (P+I)
121-150 days		125% * (P+I)
151-180 days		130% * (P+I)

 

Any amount of principal or interest on the FFG Notes, which is not paid when due shall bear interest at the rate of twenty-four (24%) per annum from the due date thereof until the same is paid (“Default Interest”).

 

FFG has the right beginning on September 15, 2021 (one hundred eighty (180) days following the issuance of the first FFG Note) to convert all or any part of the outstanding and unpaid principal amount of the FFG Notes and accrued but unpaid interest thereon into shares of our common stock at a conversion price equal to seventy percent (70%) of the average closing price of the Company’s common stock for the five prior (5) trading days prior to the date that the registration statement of which this prospectus forms a part is declared effective by the SEC (the “Conversion Price”). The Conversion Price of the FFG Notes is subject to adjustment for stock splits, stock dividends, recapitalizations or other customary events. In the case of an Event of Default (as defined in the FFG Notes), the FFG Notes shall become immediately due and payable in an amount (the “Default Amount”) equal to the principal amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment, multiplied by one hundred twenty-five percent (125%). and interest shall accrue at the rate of Default Interest. Certain events of default will result in further penalties. As of June 30, 2021, the note no longer carries variable conversion features and as such, the derivative was reduced to zero.

 

Pursuant to the Securities Agreement, on March 15, 2021, the Company also issued three warrants to FFG (the “Warrants”) to purchase 25,000,000, 15,000,000 and 10,000,000 shares of our common stock, respectively. The Warrants are exercisable for a period of eighteen (18) months from issuance, at exercise prices of $0.025, $0.05 and $0.075, respectively. The exercise prices are subject to adjustment for stock splits, stock dividends, recapitalizations or other customary events.

 

7

 

 

The following table provides detailed information about our net cash flows for the twelve months ended December 31, 2021 and 2020.

 

		31-Dec-21				31-Dec-20
Net cash (used in) operating activities		$	(235,433	)		$	(289,627	)
Net cash (used in) investing activities			-				(61,750	)
Net cash provided by financing activities			500,000				439,668
Net increase (decrease) in cash		$	264,567			$	88,291

 

Trends

 

The factors that will most significantly affect our future operating results, liquidity and capital resources will be:

 

	●	Government regulation of the marijuana industry;
	●	Revision of Federal banking regulations for the marijuana industry; and
	●	Legalization of the use of marijuana for medical or recreational use in other states.

 

Other than the foregoing, we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on:

 

	●	revenues or expenses;
	●	any material increase or decrease in liquidity; or
	●	expected sources and uses of cash.

 

Critical Accounting Policies and Estimates

 

The SEC issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the following significant policies as critical to the understanding of our financial statements. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements. Our management expects to make judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company,” we are not required to provide this information.

 

Item 8. Financial Statements

 

The financial statements and supplementary financial information required by this Item are set forth immediately below and are incorporated herein by reference.

 

8

 

 

THE GREATER CANNABIS COMPANY, INC.

 

INDEX TO FINANCIAL STATEMENTS

 

	Page
Reports of Independent Registered Public Accounting Firms (PCAOB ID: 5525)	F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-4
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020	F-5
Consolidated Statements of Stockholders’ Deficiency for the years ended December 31, 2021 and 2020	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-7
Notes to Consolidated Financial Statements	F-8

 

F-1

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of The Greater Cannabis Company, Inc. and Subsidiaries

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of The Greater Cannabis Company, Inc. and Subsidiaries (“the Company”) as of December 31, 2021, and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has negative cash from operations, negative working capital, and historical net losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

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

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 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 audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing 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 regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Derivatives on Convertible Loans (Note G to the financial statements)

 

Derivatives associated with conversion features embedded in promissory notes are required to be assessed a fair value at inception, and subsequent period ends, using an appropriate valuation model. The Company uses Black Scholes Merton (BSM) model in assessing the fair value of derivatives.

 

Auditing management’s valuation of derivatives was complex and highly judgmental due to the significant estimates and assumptions that are used as inputs in the valuation model. These fair value estimates are highly sensitive to changes in the underlying assumptions.

 

How the Critical Audit Matter Was Addressed in the Audit

 

Our audit procedures related to testing the Company’s valuation of derivatives included the following, among others:

 

	●	We calculated an internal estimate of the fair value of derivatives transactions during the year and compared to the valuation provided by the Company.
	●	We reviewed in the inputs used in the Company’s valuation model and traced that information out to underlying documentation and publicly available information in determining those inputs were reasonable.
	●	We reviewed executed and outstanding promissory notes and equity securities for conversion features that had not been considered for derivative accounting, noting no unrecorded derivatives.

 

 

We have served as the Company’s auditor since 2021.

 

Fruci & Associates II, PLLC

Spokane, Washington

April 11, 2022

 

F-2

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of The Greater Cannabis Company, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of The Greater Cannabis Company, Inc. (the “Company”) as of December 31, 2020 and 2019 and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of The Greater Cannabis Company, Inc. as of December 31, 2020 and 2019 and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

 

Basis for Opinion

 

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

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 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 audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing 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 regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Going Concern Uncertainty

 

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Loss on conversions of notes payable and accrued interest to common stock – Refer to Note H to the consolidated financial statements

 

Critical Audit Matter Description

 

The Company has had outstanding notes payable to lenders which are convertible into Company common stock at conversion prices which are based on the future trading price of the Company’s common stock. In 2020, the Company issued a total of 425,541,995 shares of its common stock pursuant to conversions of an aggregate of $866,694 in principal and $57,717 in accrued in interest. The $1,291,604 excess of the $2,218,016 fair value of the 425,541,995 shares of common stock at the respective dates of issuance over the $924,412 liability reduction was charged to Loss on Conversions of Notes Payable.

 

How the Critical Audit Matter was Addressed in the Audit

 

Our principal audit procedures related to the Company’s loss on conversions of notes payable and accrued interest to common stock expense included:

 

	(1)	We obtained Company prepared quarterly schedules of all conversions of notes payable and accrued interest to common stock in 2020.
	(2)	For the fair value measurements, we agreed the prices used to independent third party sources of closing trading prices of GCAN common stock on the respective issuance dates. We then verified the calculation by multiplying the number of shares issued times the respective closing trading prices for each conversion.
	(3)	For the liability reduction amounts, we agreed the principal and accrued interest amounts to Notices of Conversions for each conversion.

 

/s/ Michael T. Studer CPA P.C.
Michael T. Studer CPA P.C.
Freeport, New York
March 25, 2021

 

We have served as the Company’s auditor since 2017.

 

F-3

 

 

THE GREATER CANNABIS COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

 

		December 31, 2021				December 31, 2020
ASSETS
CURRENT ASSETS
Cash		$	377,520			$	112,953
Note receivable (less allowance of $ 36,750 and $ 0)			-				36,750
Prepaid officer compensation			-				10,000
Total current assets			377,520				159,703
OTHER ASSETS
Right of first refusal agreement (less accumulated amortization of $ 9,583 and $ 0, respectively)			15,417				20,417
Total assets		$	392,937			$	180,120
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable		$	11,705			$	6,743
Accrued interest			18,199				849
Accrued officer compensation			203,000				152,000
Accrued royalties							-
Advance from customer			-				-
Loans payable to related parties			260,000				260,000
Notes payable to third parties (less debt discounts of $98,434 and $0, respectively)			369,095				22,875
Derivative liability			-				17,441
Total current liabilities and total liabilities			861,999				459,908
STOCKHOLDERS’ (DEFICIENCY)
Preferred stock; 19,000,000 shares authorized, $.001 par value:
Series A Convertible Preferred-issued and outstanding 9,111,998 and 9,411,998 shares, respectively			9,112				9,412
Series B Convertible Preferred-issued and outstanding 0 and 0 shares, respectively			-				-
Common stock; 2,000,000,000 shares authorized, $.001 par value, as of December 31, 2021 and 2020, there are 508,638,436 and 464,843,318 shares outstanding, respectively			508,639				464,843
Additional paid-in capital			2,945,821				2,576,365
Accumulated deficit			(3,932,634	)			(3,330,408	)
Total stockholders’ (deficiency)			(469,062	)			(279,788	)
Total liabilities and stockholders’ (deficiency)		$	392,937			$	180,120

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4

 

 

THE GREATER CANNABIS COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2021 and 2020

 

		December 31, 2021				December 31, 2020
Revenue:
Product sales		$	12,630			$	48,044
Total revenue			12,630				48,044
Cost of product sales			12,655				48,090
Gross profit (loss)			(25	)			(46	)
Operating Expenses:
Officers compensation			151,000				204,000
Amortization of right of first refusal agreement			5,000				4,583
Other operating expenses			187,121				85,828
Total operating expenses			343,121				294,411
Income (loss) from operations			(343,146	)			(294,457	)
Other income (expenses):
Income (expense) from derivative liability			407,371				1,218,090
Loss on conversions of notes payable and accrued interest to common stock			(379,434	)			(1,291,604	)
Gain from Surrender Agreement with Emet Capital Partners, LLC			-				472,170
Interest expense			(18,163	)			(89,766	)
Forgiveness of royalty payable			-				50,000
Amortization of debt discounts			(268,854	)			(1,015,603	)
Total other income (expenses)			(259,080	)			(656,713	)
Income (loss) before provision for income taxes			(602,226	)			(951,170	)
Provision for income taxes			-				-
Net income (loss)		$	(602,226	)		$	(951,170	)
Basic and diluted income (loss) per common share		$	(.00	)		$	(.01	)
Weighted average common shares outstanding-basic and diluted			489,502,790				145,332,999

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5

 

 

THE GREATER CANNABIS COMPANY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

For the Years Ended December 31, 2021 and 2020

 

		Series A Preferred								Series B Preferred																Additional
		stock								stock								Common Stock								Paid in				Accumulated
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Total
Year Ended December 31, 2020
Balances at December 31, 2019			9,411,998			$	9,412				-			$	-				39,301,323			$	39,301			$	783,891			$	(2,379,238	)		$	(1,546,634	)
Conversions of notes payable ($165,350) and accrued interest ($11,793) into 21,484,688 shares of common stock (Fair Value of $ 406,093) for the three months ended March 31, 2020																			21,484,688				21,485				384,608								406,093
Net loss for the three months ended March 31, 2020																															(1,211,569	)			(1,211,569	)
Balances at March 31, 2020			9,411,998			$	9,412				-			$	-				60,786,011			$	60,786			$	1,168,499			$	(3,590,807	)		$	(2,352,110	)
Conversions of notes payable ($67,082) and accrued interest ($10,613) into 27,563,525 shares of common stock (Fair Value of $ 210,532) for the three months ended June 30, 2020																			27,563,525				27,564				182,968								210,532
Net income for the three months ended June 30, 2020																															1,102,449				1,102,449
Balances at June 30, 2020			9,411,998			$	9,412				-			$	-				88,349,536			$	88,350			$	1,351,467			$	(2,488,358	)		$	(1,039,129	)
Conversions of notes payable ($311,050) and accrued interest ($18,462) into 115,277,834 shares of common stock (Fair Value of $797,067) for the three months ended September 30, 2020																			115,277,834				115,277				681,790								797,067
Net loss for the three months ended September 30, 2020																															(459,260	)			(459,260	)
Balances at September 30, 2020			9,411,998			$	9,412				-			$	-				203,627,370			$	203,627			$	2,033,257			$	(2,947,618	)		$	(701,322	)
Conversions of notes payable ($325,212) and accrued interest ($16,849) into 261,215,948 shares of common stock (Fair Value of $804,324) for the three months ended December 31, 2020																			261,215,948				261,216				543,108								804,324
Net loss for the three months ended December 31, 2020																															(382,790	)			(382,790	)
Balances at December 31, 2020			9,411,998			$	9,412				-			$	-				464,843,318			$	464,843			$	2,576,365			$	(3,330,408	)		$	(279,788	)
Balances at December 31, 2020			9,411,998			$	9,412												464,843,318			$	464,843			$	2,576,365			$	(3,330,408	)		$	(279,788	)
Conversion of note payable ($22,500) and accrued interest ($814) into 13,795,118 shares of common stock (Fair Value of $ 45,524) for the three months ended March 31, 2021																			13,795,118				13,796				31,728								45,524
Net loss for the three months ended March 31, 2021											-												-				-				(114,653	)			(114,653	)
Balances at March 31, 2021			9,411,998			$	9,412												478,638,436			$	478,639			$	2,608,093			$	(3,445,061	)		$	(348,917	)
Conversion of FirstFire note																			5,000,000				5,000				34,000								39,000
Valuation of warrants																											262,429								262,429
Net loss for the three months ended June 30, 2021											-												-				-				(38,964	)			(38,964	)
Balances at June 30, 2021			9,411,998			$	9,412												483,638,436			$	483,639			$	2,904,522			$	(3,484,025	)		$	(86,452	)
Conversion of FirstFire note																			10,000,000				10,000				55,999								65,999
Converted 300,000 shares of Series A Preferred Shares into 15,000,000 Shares of common stock			(300,000	)			(300	)											15,000,000				15,000				(14,700	)							-
Net loss for the three months ended September 30, 2021																															(252,278	)			(252,278	)
Balances at September 30, 2021			9,111,998			$	9,112												508,638,436			$	508,639			$	2,945,821			$	(3,736,303	)		$	(272,731	)
Net loss for the three months ended December 31, 2021																															(196,331	)			(196,331	)
Balances at December 31, 2021			9,111,998			$	9,112												508,638,436			$	508,639			$	2,945,821			$	(3,932,634	)		$	(469,062	)

 

The accompanying notes are an integral part of these financial statements.

 

F-6

 

 

THE GREATER CANNABIS COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2021 and 2020

 

		December 31, 2021				December 31, 2020
OPERATING ACTIVITIES
Net income (loss)		$	(602,226	)		$	(951,170	)
Adjustments to reconcile net income (loss) to net cash provided (used) in operating activities:
Loss on conversions of notes payable and accrued interest to common stock			379,434				1,291,604
Gain from Surrender Agreement with Emet Capital Partners, LLC			-				(472,170	)
Forgiveness of royalty payable			-				(50,000	)
(Income) expense from derivative liability			(407,371	)			(1,218,090	)
Amortization of right of first refusal agreement			5,000				4,583
Amortization of debt discounts			268,854				1,015,603
Changes in operating assets and liabilities:
Advance to supplier			-				28,000
Prepaid officer compensation			10,000				(10,000	)
Accounts payable			4,962				(10,774	)
Note receivable			36,750				-
Accrued interest			18,164				56,764
Accrued officer compensation			51,000				54,000
Advance from customer			-				(27,977	)
Net cash used in operating activities			(235,433	)			(289,627	)
INVESTING ACTIVITIES
Note receivable			-				(36,750	)
Purchase of Right of First Refusal Agreement			-				(25,000	)
Net cash used in investing activities			-				(61,750	)
FINANCING ACTIVITIES
Amount paid in connection with Surrender Agreement with Emet Capital Partners, LLC			-				(70,000	)
Proceeds from notes payable to third parties			500,000				509,668
Net cash provided by financing activities			500,000				439,668
NET INCREASE (DECREASE) IN CASH			264,567				88,291
CASH BALANCE, BEGINNING OF PERIOD			112,953				24,662
CASH BALANCE, END OF PERIOD		$	377,520			$	112,953
Supplemental Disclosures of Cash Flow Information:
Interest paid		$	-			$	-
Income tax paid		$	-			$	-
Non-cash Investing and Financing Activities:
Issuance of warrants		$	262,429			$	-
Initial derivative liability charged to debt discount		$	500,000			$	509,667
Conversion of note payable ($22,500) and accrued interest ($814) into 13,795,118 shares of common stock (Fair Value of $45,524) for the six months ended June 30, 2021		$	45,524			$	-
Conversion of FirstFire note into 5,000 shares of common stock (Fair Value of $39,000) for the three months ended June 30, 2021		$	39,000			$	-
Conversion of FirstFire note into 10,000,000 shares of common stock (Fair Value of $65,999) for the three months ended September 30, 2021		$	65,999			$	-
Conversion of 300,000 shares of Series A Preferred Shares into 15,000,000 shares of common stock for the three months ended September 30, 2021 (Fair Value of $ 0)		$	-			$	-
Conversions of notes payable ($165,350) and accrued interest ($11,793) into 21,484,688 shares of common stock (Fair Value of $ 406,093) for the three months ended March 31, 2020		$	-			$	406,093
Conversions of notes payable ($67,082) and accrued interest ($10,613) into 27,563,525 shares of common stock (Fair Value of $ 210,532) for the three months ended June 30, 2020		$	-			$	210,532
Conversions of notes payable ($311,050) and accrued interest ($18,462) into 115,277,834 shares of common stock (Fair Value of $797,067) for the three months ended September 30, 2020		$	-			$	797,067
Conversions of notes payable ($325,212) and accrued interest ($16,849) into 261,215,948 shares of common stock (Fair Value of $804,324) for the three months ended December 31, 2020		$	-			$	804,324

 

The accompanying notes are an integral part of these consolidated financial statements

 

F-7

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

 

The Greater Cannabis Company, Inc. (the “Company”) was formed in March 2014 as a limited liability company under the name, The Greater Cannabis Company, LLC. The Company was a wholly owned subsidiary of Sylios Corp (“Sylios”) until March 10, 2017.

 

On July 31, 2018, the Company acquired 100% of the issued and outstanding shares of Class A common stock of Green C Corporation (“Green C”) in exchange for 9,411,998 newly issued shares of the Company’s Series A Convertible Preferred Stock (the “Exchange”). Each share of Series A Convertible Preferred Stock is convertible into 50 shares of common stock and is entitled to vote 50 votes per share on all matters as a class with holders of common stock. Since after the Exchange was consummated, the former shareholders of Green C and their designees owned approximately 94% of the issued and outstanding voting shares of the Company, Green C is the acquirer for accounting purposes. Prior to the Exchange, the Company had no assets and nominal business operations. Accordingly, the Exchange has been treated for accounting purposes as a recapitalization by the accounting acquirer, Green C, and the accompanying consolidated financial statements of the Company reflect the assets, liabilities and operations of Green C from its inception on December 21, 2017 to July 31, 2018 and combined with the Company thereafter.

 

Green C was incorporated on December 21, 2017 under the laws of the Province of Ontario Canada with its principal place of business in North York, Ontario.

 

Green C was the owner of an exclusive, worldwide license for an eluting transmucosal patch platform (“ETP”) for non-invasive drug delivery in the cannabis field as further described in the exclusive license agreement dated June 21, 2018 with Pharmedica Ltd. (see Note J).

 

The Company’s business plan is to (i) develop cannabinoid therapeutics focused on treatment of autism, schizophrenia, Parkinson’s disease, Alzheimer’s disease and other neuropsychiatric disorders and (ii) concentrate on cannabis related investment and development opportunities through direct equity investments, joint ventures, licensing agreements or acquisitions.

 

On October 19, 2021 the Company entered into a license agreement with Shaare Zedek Scientific Ltd. (“SZS”), the technology transfer arm of Jerusalem’s Shaare Zedek Medical Center (SZMC). The license agreement covers the license of SZS’s novel cannabinoid therapeutic focused on treatment of autism, schizophrenia, Parkinson’s disease, Alzheimer’s disease and other neuropsychiatric disorders.

 

Accompanying the license agreement is a joint research and development agreement, which will focus on continuing the clinical program spearheaded by Dr. Adi Aran, M.D. Director of Pediatric Neurology at SZMC, Board Member of the Israeli Society for Pediatric Neurology, and co-inventor of the novel cannabinoid therapy.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of The Greater Cannabis Company, Inc., and its wholly owned subsidiaries Green C Corporation and Biocanrx, Inc. All intercompany balances and transactions have been eliminated in consolidation.

 

F-8

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Cash and Cash Equivalents

 

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no in cash equivalents.

 

Notes and Accounts Receivable

 

The Company maintains an allowance for doubtful accounts for estimated losses from the failure of its customers to make required payments for products and other consideration delivered. The Company estimates this allowance based on the age of the related receivable, knowledge of the financial condition of customers, review of historical receivables and reserve trends and other pertinent information. If the financial condition of customers deteriorates or an unfavorable trend in receivable collections is experienced in the future, additional allowances may be required. Historically, the Company’s reserves have approximated actual experience.

 

Income Taxes

 

In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.

 

We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2021, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no foreign federal or state tax examinations nor have we had any foreign federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties.

 

Use of Estimates

 

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

 

Financial Instruments and Fair Value of Financial Instruments

 

We follow ASC Topic 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements that establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

 

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

F-9

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Level 1:		Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:		Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:		Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for derivative liabilities, we had no financial assets or liabilities carried and measured on a recurring or nonrecurring basis during the reporting periods.

 

The following table provides a reconciliation of the beginning and ending balances for the convertible note embedded derivative liability measured at fair value using significant unobservable inputs (Level 3):

 

		Level 3
Balance at December 31, 2020		$	17,441
Subtractions			(424,812	)
Gain			407,371
Balance at December 31, 2021		$	-

 

Derivative Liabilities

 

We evaluate convertible notes payable, stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.

 

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

 

Long-lived Assets

 

Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

 

F-10

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

 

Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete.

 

Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values.

 

Related Parties

 

A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party.

 

F-11

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition

 

Revenue recognition:

 

The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on January 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, in accordance with the following five-step process:

 

	●	Identify the contract(s) with a customer
	●	Identify the performance obligations
	●	Determine the transaction price
	●	Allocate the transaction price
	●	Recognize revenue when the performance obligations are met

 

During the periods presented, all revenue was from sales of cannabis products. The Company has determined the sole performance obligation to be the delivery of the purchased goods to the customers, and as such, recognizes revenue at the time the customer takes possession.

 

Advertising Costs

 

Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs.

 

Loss per Share

 

We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.

 

Basic loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the periods presented, the Company excluded 470,599,900 shares relating to the Series A Convertible Preferred Stock (see Note H), shares relating to convertible notes payable to third parties (Please see NOTE F - NOTES PAYABLE TO THIRD PARTIES for further information) and shares relating to outstanding warrants (Please see NOTE H - CAPITAL STOCK AND WARRANTS for further information) from the calculation of diluted shares outstanding as the effect of their inclusion would be anti-dilutive.

 

F-12

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recently Enacted Accounting Standards

 

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on July 1, 2024, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently evaluating the impact of the adoption of ASU 2020-06 on our financial statements.

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Financial Instruments—Credit Losses (Topic 326) amends guideline on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13 on our financial statements.

 

Other standards not presented are not deemed to be material.

 

F-13

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

NOTE B - GOING CONCERN

 

Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future obligations as they become due within one year after the date the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued.

 

In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. As of December 31, 2021, the Company had cash of $377,520, total current liabilities of $861,999, and negative working capital of $484,479. For the year ended December 31, 2021, we incurred a net loss of $602,226 and used $235,433 cash from operating activities. We expect to continue to incur negative cash flows until such time as our business generates sufficient cash inflows to finance our operations and debt service requirements.

 

In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources.

 

There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through March 2023.

 

The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the uncertainty related to our ability to continue as a going concern.

 

NOTE C- NOTE RECEIVABLE

 

On June 10, 2020, in anticipation of developing a CBD business with Kol Tuv Ventures, LLC (the “Borrower”) (see Note D), the Company agreed to lend the Borrower USD $50,000 to be repaid either (a) out of available cash as soon as practicable, including from sales of Bob Ross cosmetic products, or (b) on the date that is 18 months from the date thereof, whichever is earlier (the “Maturity Date”). The Loan shall not bear interest except to the extent that any part of the Loan remains outstanding as at the Maturity Date, in which case the following sentence applies. From the date after the Maturity Date and onward, the outstanding principal amount of the Loan shall bear interest at a rate of 2% per annum. Any payment of cash to be made by Borrower to Lender shall be applied first to outstanding principal and second to any accrued, but unpaid, interest. As of December 31, 2021, the Company recorded an allowance of doubtful account in the full amount of $ 36,750.

 

F-14

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

NOTE D – RIGHT OF FIRST REFUSAL AGREEMENT

 

On January 30, 2020, the Company executed a Right of First Refusal Agreement with an entity engaged in the business of cosmetics, health, and well-being. The Agreement provided for the Company to pay Kol Tuv Ventures, LLC (“KTV”), $25,000 on January 30, 2020 (which was paid January 30,2020) and to make other investments in opportunities to be pursued by KTV and/or payments to KTV to enable KTV to pursue and secure Cannabidiol (“CBD”) opportunities. The Agreement provides the Company an exclusive right of first refusal to participate in all CBD opportunities to be pursued by KTV for a term of five years. The $25,000 cost for this Agreement is being amortized over the five year term of the Agreement.

 

NOTE E - LOANS PAYABLE TO RELATED PARTIES

 

Loans payable to related parties consist of:

		December 31, 2021				December 31, 2020
Loans from Elisha Kalfa and Yonah Kalfa, holders of a total of 2,966,666 shares of Series A Convertible Preferred stock		$	180,000			$	180,000
Loan from Fernando Bisker and Sigalush, LLC, holders of a total of 2,966,666 shares of Series A Convertible Preferred stock			80,000				80,000
Total		$	260,000			$	260,000

 

Pursuant to loan and contribution agreements dated July 31, 2018, the above loans are non-interest bearing and are to be repaid after the Company raises from investors no less than $1,500,000 or generates sufficient revenue to make repayments (each, a “Replacement Event”). If the First Replacement Event does not occur within 18 months from July 31, 2018, the loans are to be repaid immediately. In the event there is insufficient capital to repay the loans, the lenders have the option to convert all or part of the loans into shares at the Company common stock at the average trading price of the 10 days prior to the date of the conversion request.

 

F-15

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

NOTE F - NOTES PAYABLE TO THIRD PARTIES

 

Notes payable to third parties consist of:

 

		December 31, 2021				December 31, 2020
Promissory Note dated March 28, 2017 payable to John T. Root, Jr., interest at 4%, due September 28, 2017, convertible into shares of common stock at a conversion price of $.001 per share.		$	375			$	375
Convertible Promissory Note dated February 12, 2019 payable to Eagle Equities, LLC (“Eagle”), interest at 6%, due February 12, 2020 (i)			-				22,500
Convertible Promissory Note dated March 15, 2021 payable to FirstFire Global Opportunities Fund, LLC (“FF”), interest at 6%, due March 11, 2022-less unamortized debt discount of $ 98,434 and $ 0, respectively. (ii)			368,720				-
Total		$	369,095			$	22,875

 

	(i)	On February 12, 2019, (the “Issue Date”) the Company issued a 6% Convertible Redeemable Note to Eagle Equities, LLC (“Eagle”), having a principal amount of $1,200,000 of which $96,000 constituted an original issue discount (the “Eagle Note”). In connection with the Eagle Note, the Company and Eagle entered into a Securities Purchase Agreement. Eagle was to fund the $ 1,104,000 purchase price of the Eagle Note in tranches. The first tranche of $ 250,000 was received by the Company on February 13, 2019. The second tranche of $ 166,500 was received by the Company on January 17, 2020, the third tranche of $ 93,666 was received by the Company on February 12, 2020, and the fourth tranche of $ 42,500 was received by the Company on June 3, 2020. The loans were repayable one year from their respective funding dates and were convertible at the option of Eagle at a conversion price equal to 65% of the lowest closing price of the Company’s common stock for the preceding 15 trading days prior to the conversion date. On January 6, 2021, the balance of the Eagle Note was reduced to $ 0.
	(ii)	On March 15, 2021, we issued a 6% Convertible Promissory Note to FirstFire Global Opportunities Fund, LLC (“FF”), having a principal amount of $545,000 and an initial tranche principal amount of $272,500 of which $22,500 constituted an original issue discount (the “FF Note”). In connection with the FF Note, we and FF entered into a registration rights agreement, three warrant agreements and a securities purchase agreement, and have registered 250,000,000 shares of our common stock, par value $0.001 per share, for sale by FirstFire Global Opportunities Fund, LLC. On June 30, 2021, we issued the final tranche principle amount of $272,500 of which $22,500 constituted an original issue discount (the “FF Note). The FF Note will mature on March 11, 2022. The FF Note may be pre-paid in whole or in part by paying FF the following premiums:

 

PREPAY DATE		PREPAY AMOUNT
≤ 30 days		105% * (Principal + Interest (“P+I”)
31- 60 days		110% * (P+I)
61-90 days		115% * (P+I)
91-120 days		120% * (P+I)
121-150 days		125% * (P+I)
151-180 days		130% * (P+I)

 

F-16

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

Any amount of principal or interest on the FF Note, which is not paid when due shall bear interest at the rate of twenty-four (24%) per annum from the due date thereof until the same is paid (“Default Interest”). FF has the right beginning on the date which is the earlier of (i) the date the Registration Statement (as defined below) covering the shares issuable upon conversion of the FFG Notes is declared effective by the Securities and Exchange Commission (the “SEC”) or (ii) one hundred eighty (180) days following the Issue Date to convert all or any part of the outstanding and unpaid principal amount of the FF Note into fully paid and non-assessable shares of our common stock at the conversion price (the “Conversion Price”). The Conversion Price shall be, equal to 70% of the average closing price of our common stock for the five prior trading days prior to the date that a registration statement in respect of the shares into which is the FF Note is convertible is declared effective. The FF Note contains other customary terms found in like instruments for conversion price adjustments. In the case of an Event of Default (as defined in the Note), the FF Note shall become immediately due and payable in an amount (the “Default Amount”) equal to the principal amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by one hundred twenty-five percent (125%) and interest shall accrue at the rate of Default Interest. Certain events of default will result in further penalties.

 

Copies of Warrant A, Warrant B and Warrant C are attached as Exhibits 10.4, 10.5 and 10.6 to our current report on Form 8-K dated March 16, 2021.

 

The valuation of the above warrants issued and recorded during the three months ended June 30, 2021 was $ 262,429.

 

See NOTE -H WARRANTS

 

NOTE G - DERIVATIVE LIABILITY

 

The derivative liability consists of:

 

		December 31, 2021				December 31, 2020
Convertible Promissory Note dated February 12, 2019 payable to Eagle Equities, LLC. Please see NOTE F – NOTES PAYABLE TO THIRD PARTIES for further information (i): Due February 12, 2020		$	-			$	17,441
Convertible Promissory Note dated March 15, 2021 and June 30, 2021 payable to FirstFire Global Opportunities Fund, LLC, See Note F (ii) Due March 11, 2022			-				-
Total derivative liability		$	-			$	17,441

 

The Convertible Promissory Notes (the “Notes”) contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate.

 

The fair value of the derivative liability is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at December 31, 2020 were (1) stock price of $.003 per share, (2) conversion price of $.00169 per share, (3) term of 0 days, (4) expected volatility of 142.94%, and (5) risk free interest rate of 0%. Assumptions used for the calculation of the derivative liability of the Notes at March 31, 2021 were (1) stock price of $.0011 per share, (2) conversion price of $.0071 per share, (3) term of 345 days, (4) expected volatility of 142.94%, and (5) risk free interest rate of .07%. As of June 30, 2021, the note no longer carries variable conversion features and as such, the derivative was reduced to zero.

 

(i)As discussed in Note A above, warrants with “down round” features (and do not contain variable conversion features) are not subject to derivative liability treatment effective January 1, 2019.

 

F-17

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

NOTE H - CAPITAL STOCK AND WARRANTS

 

Preferred Stock

 

On July 31, 2018, The Greater Cannabis Company, Inc. (the “Company”) acquired 100% of the issued and outstanding shares of Class A common stock of Green C Corporation (“Green C”) in exchange for 9,411,998 newly issued shares of the Company’s Series A Convertible Preferred Stock (the Exchange”). Each share of Series A Convertible Preferred Stock is convertible into 50 shares of common stock and is entitled to 50 votes on all matters as a class with the holders of common stock.

 

On February 14, 2019, the Company issued 9,000,000 shares of Series B Convertible Preferred Stock to Emet Capital Partners, LLC (“Emet”) in exchange for the surrender of all outstanding warrants held by Emet. Each share of Series B Convertible Preferred Stock was convertible into one share of Company common stock subject to adjustment in case, at the time of conversion, the market price per share of the Company common stock was less than $0.075 per share. On October 18, 2019, this exchange agreement was reversed. (See Note F)

 

On September 21, 2021, 300,000 shares of Series A Preferred Shares were converted into 15,000,000 shares of common stock.

 

Common Stock

 

Effective March 10, 2017, in connection with a partial spin-off of the Company from Sylios Corp, the Company issued a total of 26,905,969 shares of its common stock. 5,378,476 shares were issued to Sylios Corp (representing 19.99% of the issued and outstanding shares of Company common stock after the spin-off) and 21,527,493 shares were issued to the stockholders of record of Sylios Corp on February 3, 2017 on the basis of one share of Company common stock for each 500 shares of Sylios Corp common stock held (representing 80.01% of the issued and outstanding shares of Company common stock after the spin-off).

 

On January 4, 2019, the Company issued 769,785 shares of its common stock pursuant to a conversion of $670 principal and $100 accrued interest of its convertible note dated May 25, 2018 by Emet Capital Partners, LLC (“Emet”). This conversion was based on a conversion price of $0.001 per share (rather than the Variable Conversion Price provided in the related note) submitted by Emet in its Conversion Notice. Emet asserted that the Company had committed a dilutive issuance, which triggered the “ratchet-down” provision of the related note which provides for a reduction of the conversion price. The $99,302 excess of the $100,072 fair value of the 769,785 shares over the $770 liability reduction was charged to Loss on Conversion of Debt in the three months ended March 31, 2019.

 

On January 4, 2019, the Company issued 695,129 shares of its common stock pursuant to an exercise of the equivalent of 1,400 warrants (of the 440,000 warrants issued to Emet Capital Partners, LLC on May 25, 2017) in a cashless exercise transaction based on a ratchet-down exercise price of $0.001 per share.

 

On April 16, 2019, the Company issued 1,384,600 shares of its common stock pursuant to conversions of $40,500 principal and $7,961 accrued interest of two convertible notes issued to by Emet Capital Partners, LLC (“Emet”). The $131,537 excess of the $179,998 fair value of the 1,384,600 shares over the $47,961 liability reduction was charged to Loss on Conversion of Debt in the three months ended June 30, 2019.

 

On May 29, 2019, the Company issued a total of 542,000 shares of its common stock to two consulting firm entities for certain specified investor relations and advisory services. The $75,880 fair value of the 542,000 shares was charged to Other Operating Expenses in the three months ended June 30, 2019.

 

F-18

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

On August 15, 2019, the Company issued 175,000 shares of its common stock to an entity consultant for accounting services rendered. The $12,250 fair value of the 175,000 shares was charged to Other Operating Expenses.

 

On October 18, 2019, the Company entered into two Exchange Agreements with Emet Capital Partners, LLC (“Emet”). The first Exchange Agreement provided for the exchange of three outstanding convertible notes payable to Emet with a total remaining principal balance of $20,399 and a total accrued interest balance of $5,189 for three new convertible notes payable to Emet in the total amount of $25,587. The new notes bear interest at 6%, are due on February 12, 2020 and are convertible into common stock at a conversion price equal to 75% of the lowest Trading Price during the 15 Trading Day Period prior to the Conversion Date. The second Exchange Agreement provided for the reversal of the February 14, 2019 exchange agreement pursuant to which certain warrants then held by Emet were exchanged for 9,000,000 shares of Series B Convertible Preferred Stock (see Note G) and the exchange of such warrants for four new convertible notes payable to Emet in the total amount of $675,000. These new note bear interest at 2%, are due on October 18, 2020 and are convertible into common stock at a conversion price equal to 75% of the lowest Trading Price during the 15 Trading Day Period prior to the Conversion Date.

 

On November 11, 2019, the Company issued 1,748,363 shares of its common stock pursuant to a conversion of $53,705 principal and $2,680 accrued interest and fees of its convertible note dated October 18, 2019 by Emet.

 

On December 20, 2019, the Company issued 1,468,204 shares of its common stock pursuant to a conversion of $29,000 principal and $4,015 accrued interest and fees of its convertible note dated October 18, 2019 by Emet.

 

On December 24, 2019, the Company issued 637,273 shares of its common stock pursuant to a conversion of $10,000 principal and $515 accrued interest and fees of its convertible note dated October 18, 2019 by Emet.

 

During the three months ended March 31, 2020, the Company issued a total of 21,484,688 shares of common stock pursuant to conversions of an aggregate of $165,350 in principal and $11,793 in interest under our outstanding convertible notes. The $228,949 excess of the $406,093 fair value of the 21,484,688 shares of common stock at the respective dates of issuance over the $177,143 liability reduction was charged to Loss on Conversions of Notes Payable.

 

During the three months ended June 30, 2020, the Company issued a total of 27,563,525 shares of common stock pursuant to conversions of an aggregate of $67,082 in principal and $10,613 in interest under our outstanding convertible notes. The $132,838 excess of the $210,532 fair value of the 27,563,525 shares of common stock at the respective dates of issuance over the $77,695 liability reduction was charged to Loss on Conversions of Notes Payable.

 

During the three months ended September 30, 2020, the Company issued a total of 115,277,834 shares of common stock pursuant to conversions of an aggregate of $311,050 in principal and $18,462 in interest under our outstanding convertible notes. The $467,554 excess of the $797,067 fair value of the 115,277,834 shares of common stock at the respective dates of issuance over the $329,512 liability reduction was charged to Loss on Conversions of Notes Payable.

 

During the three months ended December 31, 2020, the Company issued a total of 261,215,948 shares of common stock pursuant to conversions of an aggregate of $325,212 in principal and $16,849 in interest under our outstanding convertible notes. The $462,263 excess of the $804,324 fair value of the 261,215,948 shares of common stock at the respective dates of issuance over the $342,061 liability reduction was charged to Loss on Conversions of Notes Payable.

 

During the three months ended March 31, 2021, the Company recorded the conversion of note payable ($ 22,500) and accrued interest ($ 814) into 13,795,118 shares of common stock (Fair Value of $ 45,525).

 

During the three months ended June 30, 2021, the Company recorded the value of the warrants at $262,429 and the conversion of the second FirstFire note tranche in the amount of $39,000.

 

On July 15, 2021, the Company issued 10,000,000 shares for the conversion of $52,080 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.005208.

 

F-19

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

Warrants

 

On March 11, 2021, in connection with the issuance of a Convertible Promissory Note to FirstFire Global Opportunities Fund, LLC (“FF”) (see Note F), we issued three warrants (Warrant A, Warrant B and Warrant C) to purchase shares of our common stock, as follows:

 

Warrant A permits FF to purchase 25,000,000 shares of common stock at an exercise price of $0.025 per share through September 11, 2022.

 

Warrant B permits FF to purchase 15,000,000 shares of common stock at an exercise price of $0.05 per share through September 11, 2022.

 

Warrant C permits FF to purchase 10,000,000 shares of common stock at an exercise price of $0.075 per share. through September 11, 2022.

 

Each warrant has other customary terms found in like instruments, including, but not limited to, events of default.

 

In any event of default, the exercise price for each warrant automatically becomes $0.005 per share.

 

Copies of Warrant A, Warrant B and Warrant C are attached as Exhibits 10.4, 10.5 and 10.6 to our current report on Form 8-K dated March 16, 2021 and the above summary of the warrant terms are subject to full terms of the applicable warrants.

 

The valuation of the above warrants issued and recorded during the three months ended June 30, 2021 was $ 262,429.

 

NOTE I - INCOME TAXES

 

The Company and its United States subsidiaries expect to file consolidated Federal income tax returns. Green C Corporation, its Ontario Canada subsidiary, will file Canada and Ontario income tax returns.

 

At December 31, 2021 the Company has available for federal income tax purposes a net operating loss carry forward that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is not more likely than not that the benefits will be realized. Due to significant changes in the Company’s ownership, the future use of its existing net operating losses will be limited.

 

The Company did not incur any federal or state income tax expense or benefit for the years ended December 31, 2021 and 2020.

 

The provision for income taxes differs from the amounts which would result from applying the federal statutory rate of 21% to the Company’s loss before income taxes as follows:

 

		December 31, 2021				December 31, 2020
Computed “expected” income tax benefit		$	(126,467	)			(199,746	)
Loss on conversions of notes and accrued interest			79,681				271,237
Amortization of debt discounts			56,459				213,277
Gain from derivative liability			(85,548	)			(255,799	)
Change in valuation allowance			75,875				(28,969	)
Provision for income taxes		$	-				-

 

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets for federal and state income taxes for the year ended December 31, 2021 and 2020 are as follows:

 

		2021				2020
Deferred tax assets:
Federal and state NOL carryforward		$	44,318				39,034
Other			-				-
Deferred tax assets			44,318				39,034
Less: Valuation allowance			(44,318	)			(39,034	)
Net deferred tax assets		$	-				-

 

A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A full review of all positive and negative evidence needs to be considered. The Company has established a valuation allowance against all its deferred tax assets.

 

All tax years of the Company and its United States subsidiaries remain subject to examination by the Internal Revenue Service.

 

F-20

 

 

THE GREATER CANNABIS COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

 

NOTE J - COMMITMENTS AND CONTINGENCIES

 

Pharmedica Exclusive License Agreement

 

On June 21, 2018, Green C executed an Exclusive License Agreement with Pharmedica, Ltd. (“Pharmedica”), an Israeli company, to exploit certain Pharmedica intellectual property for the development and distribution of a certain Licensed Product involved in the transmucosal delivery of medicinal or recreational cannabis. The agreement provides for Green C payments to Pharmedica of a $100,000 license fee (which was paid by 2591028 Ontario Limited, an entity affiliated with Green C’s Chief Executive Officer, on June 26, 2018) and annual royalties at a rate of 5% of the Net Sales of the Licensed Product subject to a Minimum Annual Royalty of $50,000. The agreement also provides for certain milestones to be accomplished by Green C in order for Green C to retain the license. Green C and Pharmedica each may terminate the agreement upon the occurrence of a material breach by the other party of its obligations under the agreement and such other party’s failure to remedy such breach to the reasonable satisfaction of the other party within thirty (30) days after being requested in writing to do so.

 

The Company generated only minimal revenues from this asset through December 31, 2019 and did not pay the Year 1 Minimum Annual Royalty of $50,000 due Pharmedica. Accordingly, we recorded an impairment charge of $69,749 at December 31, 2019 and reduced the $69,749 remaining carrying value of this intangible asset to $0.

 

On September 2, 2020, Green C notified Pharmedica of Green C’s termination of the Exclusive License Agreement and Green C’s intention to wind up Green C.

 

On September 17, 2020, Pharmedica notified Green C of Pharmedica’s acceptance of Green C’s proposal to terminate the license agreement and Pharmedica’s intention not to burden Green C further. Accordingly, we recorded “Forgiveness of Royalty Payable” other income of $50,000 in the three months ended September 30, 2020 and reduced the $50,000 “Accrued Royalties” liability balance to $0.

 

Sub-License Agreement with Symtomax Unipessoal Lda

 

On July 15, 2019, the Company executed a Sub-License Agreement with Symtomax Unipessoal Lda (“Symtomax”).

 

The agreement provides for the Company’s grant to Symtomax of a non-exclusive right and sub-license to use certain Company technology and intellectual property to develop and commercialize products for sale in Europe, the Middle East, and Africa. The agreement provides for Symtomax payments of royalties to the Company (payable monthly) ranging from 10% to 17% of Symtomax sales of eluting patches developed from Company technology.

 

On May 27, 2020, the Company executed an amended and restated sub-license agreement with Symtomax (the “Amended License Agreement”). The term of the Amended License Agreement ends the earlier of (i) August 31, 2021 and (ii) the date that Symtomax is no longer commercializing any of the products. The term is extended for an additional year on each anniversary of the agreement for any country where the royalty payment in respect of such country was equal to or greater than $1,000,000 for the previous year.

 

To date, Symtomax has not made any sales requiring the payment of royalties to the Company.

 

Agreements

 

On July 31, 2018, the Company executed Services Agreements with its newly appointed Chief Executive Officer (the “CEO”) and its newly appointed Chief Legal Officer (the “CLO”), for terms of five years. The Agreements provide for a monthly base salary of $10,000 for the CEO and a monthly base salary of $7,000 for the CLO. For the years ended December 31, 2020 and 2019, the Company expensed a total of $204,000 and $204,000, respectively, as officers compensation pursuant to these agreements. The Services Agreement with the CLO was terminated in October 26, 2021 in connection with his separation from the Company.

 

Sales Concentration

 

One customer accounted for 100% of sales in the year ended December 31, 2020.

 

NOTE K – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date the financial statements were available to be issued. The Company had no subsequent events that require disclosure.

 

F-21

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, Aitan Zacharin, who is our chief executive officer and acting chief financial officer (principal executive, financial and accounting officer), as of December 31, 2021, conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, our chief executive officer and acting chief financial officer (principal executive, financial and accounting officer) has concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our chief executive officer, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, Aitan Zacharin, the Company’s chief executive officer and acting chief financial officer (principal executive, financial and accounting officer), and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

 

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management, including our chief executive officer and acting chief financial officer (principal executive, financial and accounting officer, assessed the effectiveness of our internal control over financial reporting at December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of December 31, 2021, our internal control over financial reporting was not effective.

 

Our internal controls are not effective for the following reasons: (i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only two persons, one of which is the Company’s principal executive officer and principal financial officer and, (ii) the Company does not have an audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

 

9

 

 

In order to mitigate the foregoing material weakness, we have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

 

We would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will continue to reassess this matter to determine whether improvement in segregation of duty is feasible. In addition, we would need to expand our board to include independent members.

 

Going forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.

 

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

Changes in Internal Controls

 

During the fourth quarter of 2021, there was no change in internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

 

Item 9B. Other Information

 

None.

 

10

 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Directors and Executive Officers

 

The following table sets forth certain information regarding the members of our Board of Directors and our executive officers as of the date of this annual report.

 

The names and ages of our Directors and Executive Officers are set forth below. Our By-Laws provide for not less than one Director. All Directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified. The officers are elected by our Board.

 

Our executive officers and directors and their respective ages as at the date hereof are as follows:

 

Name		Age		Positions and Offices
Aitan Zacharin		37		President, Chief Executive Officer, Treasurer and Director

 

The directors named above will serve until the next annual meeting of the stockholders or until his resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions pursuant to their respective service agreements.

 

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

 

Professional History of Aitan Zacharin

 

Mr. Zacharin is an experienced executive with a broad knowledge in building and managing technology and consumer products businesses. In 2012, he co-founded Fuse Science, an innovative biotechnology company headquartered in Miami, Florida and Oxnard, California. Mr. Zacharin was responsible for the development and growth of the business from a seed stage R&D company to a publicly traded CPG and biotech business with multiple subsidiaries. During his tenure he was tasked with expanding the biotechnology IP portfolio, spearheading multiple in vitro studies, and growing the consumer products business. In scaling the company, Mr. Zacharin identified and hired executive talent to lead the commercialization strategy including the past President of SC Johnson Company and previous CEO of Champs and Footlocker Sports. He successfully led the company to raise over $10M in three over-subscribed rounds, as well as negotiated contracts with 26 world renowned athlete and celebrity brand ambassadors, which included top ranked pro golfer Tiger Woods. Under Mr. Zacharin’s leadership the company developed and commercialized multi-category consumer products through a retail footprint of 15,000 doors. Since his exit from Fuse Science, he has been advising and investing in mid to late stage technology startups, and assisting them with capitalization, business strategy and development, and accelerating growth. Mr. Zacharin holds dual degrees from the University of South Florida in Tampa Bay. He resides in Baltimore, Maryland, and maintains various board appointments both professionally and philanthropically.

 

11

 

 

Audit Committee and Financial Expert

 

We do not have an audit committee or an audit committee financial expert. Our corporate financial affairs are simple at this stage of development and each financial transaction can be viewed by any officer or Director at will. We will form an audit committee if it becomes necessary as a result of growth of the Company or as mandated by public policy.

 

Code of Ethics

 

We do currently have a Code of Ethics applicable to our principal executive, financial and accounting officers.

 

Potential Conflicts of Interest

 

Since we do not have an audit or compensation committee comprised of independent Directors, the functions that would have been performed by such committees are performed by our Board of Directors. Thus, there is a potential conflict of interest, in that our Directors who are also our officers have the authority to determine issues concerning management compensation, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our Directors or officers.

 

12

 

 

Item 11. Executive Compensation

 

Summary Compensation Table

 

The following table sets forth information concerning the compensation of our principal executive officer, our principal financial officer and each of our other executive officers during the years ended December 31, 2021 and December 31, 2020.

 

																		Non-Equity
														Stock				Incentive Plan				All Other
Name and Principal						Salary				Bonus				Awards				Compensation				Compensation				Total
Position		Year				($)				($)				($)				($)				($)				($)
Aitan Zacharin(1)			2021			$	120,000				0				0				0				0				120,000
			2020			$	120,000				0				0				0				0				120,000
Mark Radom(2)			2021			$	31,000				0				0				0				0				31,000
			2020			$	84,000				0				0				0				0				84,000

 

(1)	Mr. Zacharin became the Company’s principal executive officer, principal financial officer and Chairman of the Board of Directors on July 31, 2018. Mr. Zacharin has a monthly salary of $10,000.
(2)	Mr. Radom became the Company’s chief legal officer on July 31, 2018 and served until October 25, 2021. Mr. Radom had a monthly salary of $7,000.

 

Employment Agreements

 

We are party to an employment agreement with Aitan Zacharin our chief executive officer and were party to an employment agreement with Mark Radom, until his separation from the Company on October 26, 2021. The agreements are terminable at will. Under those agreements, Messrs. Zacharin and Radom receive or received monthly base salaries of $10,000 and $7,000, respectively.

 

Compensation of Directors

 

No compensation was paid to any non-employee director earned during the year ended December 31, 2021.

 

13

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

 

The following table sets forth certain information, as of the date of this report, with respect to any person (including any “group,” as that term is used in Section 13(d)(3) of the Exchange Act) who is known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to our directors and executive officers, is based on a review of statements filed with the SEC pursuant to Sections 13(d), 13(f), and 13(g) of the Exchange Act with respect to our common stock. As of the date of the prospectus, there were 478,638,436 shares of our common stock outstanding.

 

The number of shares of common stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

 

The following table lists, as at the date of this report, the number of shares of common stock of our Company that are beneficially owned by (a) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (b) each officer and director of our Company; and (c) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

Name of Beneficial Owner or Identity of Group		Common Stock Beneficially Owned(1)				Percentage of Class(1)
Executive Officers and Directors
Aitan Zacharin			84,766,650				14.28	%
All executive officers and directors as a group (one person)			84,766,650				14.28	%
Other 5% or Greater Shareholders
Mark Radom			74,166,650				12.73	%
Fernando Bisker			74,166,650				12.73	%
Jona Kalfa			74,166,650				12.73	%
Elisha Kalfa			74,166,650				12.73	%
Sigalush Ventures LLC(2)			74,166,650				12.73	%

 

⁽¹⁾ Represents shares of common stock issuable upon conversion of shares of Series A Preferred Stock held by the named beneficial owner.

 

⁽²⁾ David Sencianes has voting and dispositive control over the shares held of record by Sigalush Ventures LLC.

 

14

 

 

Item 13. Certain Relationships and Related Transactions

 

None

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following summarizes fees paid during the years ended December 31, 2021 and December 31, 2020 to our independent registered public accounting firms for professional services rendered in connection with the audit of our financial statements and for the quarterly reviews of our financial statements. For 2021 our independent registered public accounting firm was Fruci & Associates II, PLLC and for 2020 our independent registered public accounting firm was Michael T. Studer CPA P.C .

 

		2021				2020
Audit Fees		$	13,500			$	13,500
Tax Fees			Nil				Nil
Audited Related Fees			Nil				Nil
All Other Fees			Nil				Nil
Total		$	13,500			$	13,500

 

Item 15. Financial Statements and Exhibits

 

(a)

The following documents are filed as part of this Report:

 

(1)

Financial Statements. The following consolidated financial statements and the report of our independent registered public accounting firm, are filed as “Item 8. Financial Statements and Supplementary Data” of this Report:

 

Reports of Independent Registered Public Accounting Firms (PCAOB ID: 5525)

 

Consolidated Balance Sheets as of December 31, 2021 and 2020

 

Consolidated Statements of Operations for the years ended December 31, 2021 and 2020

 

Consolidated Statements of Stockholders’ Deficiency for the years ended December 31, 2021 and 2020

 

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020

 

Notes to Consolidated Financial Statements

 

(2)

Financial Statement Schedules

 

None.

 

15

 

 

(3)

Exhibits.

 

The following exhibits are filed as part of this report:

 

No.		Description
3.1		Articles of Organization (previously filed with Form S-1 on June 20, 2017)
3.2		Notice of Conversion (previously filed with Form S-1 on June 20, 2017)
3.3		Articles of Incorporation (previously filed with Form S-1 on June 20, 2017)
3.4		Bylaws (previously filed with Form S-1 on June 20, 2017)
3.5		The Greater Cannabis Company, LLC Reinstatement State of Florida dated January 12, 2017 (previously filed with Form S-1 on June 20, 2017)
3.6		Articles of Organization GCC Investment Holdings, LLC dated July 20, 2017 (previously filed on Amendment No. 2 to Form S-1 on August 8, 2017)
4.1		Specimen certificate of common stock (previously filed with Form S-1 on June 20, 2017)
10.1		Anti-Dilution Agreement between Sylios Corp and The Greater Cannabis Company, Inc. dated as of February 22, 2017 (previously filed with Form S-1 on June 20, 2017)
10.2		Licensing Agreement with Artemis Technologies (previously filed with Form S-1 on June 20, 2017)
10.3		Valvasone Trust Consulting Agreement dated as of December 24, 2016 (previously filed with Form S-1 on June 20, 2017)
10.4		Asset Acquisition Agreement between Sylios Corp and The Greater Cannabis Company, Inc. dated April 21, 2017 (previously filed with Form S-1 on June 20, 2017)
10.5		Collateral Agreement with SLMI Energy Holdings, LLC and Sylios Corp dated as of March 22, 2017 (previously filed with Form S-1 on June 20, 2017)
10.6		Resale Certificate (previously filed with Form S-1 on June 20, 2017)
10.7		Promissory Note between Sylios Corp and The Greater Cannabis Company, Inc. dated as of August 12, 2014 (previously filed with Form S-1 on June 20, 2017)
10.8		Board of Directors Services Agreement with Jimmy Wayne Anderson dated as of March 10, 2017 (previously filed with Form S-1 on June 20, 2017)
10.9		Promissory Note between The Greater Cannabis Company, Inc. and Expert Witness Locators dated as of March 22, 2017 (previously filed with Form S-1 on June 20, 2017)
10.10		Promissory Note between The Greater Cannabis Company, Inc. and John T. Root, Jr. dated as of March 22, 2017 (previously filed with Form S-1 on June 20, 2017)
10.11		Promissory Note between Sylios Corp and The Greater Cannabis Company, Inc. dated as of March 31, 2017 (previously filed with Form S-1 on June 20, 2017)
10.12		Registration Rights Agreement between The Greater Cannabis Company, Inc. and Emet Capital Partners, LLC dated as of May 25, 2017 (previously filed with Form S-1 on June 20, 2017)
10.13		Securities Purchase Agreement between The Greater Cannabis Company, Inc. and Emet Capital Partners, LLC dated as of May 25, 2017 (previously filed with Form S-1 on June 20, 2017)
10.14		Convertible Note between The Greater Cannabis Company, Inc. and Emet Capital Partners, LLC dated as of May 25, 2017 (previously filed with Form S-1 on June 20, 2017)
10.15		Escrow Agreement among The Greater Cannabis Company, Inc., Emet Capital Partners, LLC and Grushko & Mittman, P.C., as escrow agent, dated as of May 25, 2017 (previously filed with Form S-1 on June 20, 2017)
10.16		Common Stock Purchase Warrant Agreement between The Greater Cannabis Company, Inc. and Emet Capital Partners, LLC dated as of May 25, 2017 (previously filed with Form S-1 on June 20, 2017)
10.17		Advisory Agreement between The Greater Cannabis Company, Inc. and MCAP, LLC dated July 17, 2017 (previously filed with Amendment No. 1 to Form S-1 on July 20, 2017)
10.18		Convertible Promissory Note and Warrant Coverage between The Greater Cannabis Company, Inc. and Xeraflop Technologies, Inc. dated July 17, 2017 (previously filed with Amendment No. 1 to Form S-1 on July 20, 2017)

 

16

 

10.19		Securities Purchase Agreement between The Greater Cannabis Company, Inc. and Emet Capital Partners, LLC dated as of September 14, 2017 (previously filed on Form 8-K on September 19, 2017)
10.20		Common Stock Purchase Warrant Agreement between The Greater Cannabis Company, Inc. and Emet Capital Partners, LLC dated as of September 14, 2017 (previously filed on Form 8-K on September 19, 2017)
10.21		Convertible Note between The Greater Cannabis Company, Inc. and Emet Capital Partners, LLC dated as of September14, 2017 (previously filed on Form 8-K on September 19, 2017)
10.22		Waiver between The Greater Cannabis Company, Inc. and Emet Capital Partners, LLC dated as of January 9, 2018 (previously filed on Form 8-K on April 2, 2018)
10.23		Convertible Note between The Greater Cannabis Company, Inc. and Emet Capital Partners, LLC dated as of January 9, 2018 (previously filed on Form 8-K on April 2, 2018)
10.24		Allonge made by The Greater Cannabis Company, Inc. to Emet Capital Partners, LLC dated March 28, 2018 (previously filed on Form 10-K on April 17, 2018)
10.25		Common Stock Purchase Warrant Agreement between The Greater Cannabis Company, Inc. and Emet Capital Partners, LLC dated as of March 28, 2018 (previously filed on Form 10-K on April 17, 2018)
10.26		Emet Exchange Agreement dated February 14, 2019 (previously filed with Form 8-K on February 15, 2019)
10.27		Eagle Convertible Note dated February 12, 2019 (previously filed with Form 8-K on February 15, 2019)
10.28		Eagle Securities Purchase Agreement dated February 12, 2019 (previously filed with Form 8-K on February 15, 2019)
10.29		Emet Certificate of Designation dated February 14, 2019 (previously filed with Form 8-K on February 15, 2019)
10.30		Aitan Zacharin Service Agreement dated July 31, 2018 (previously filed with Form 8-K on August 3, 2018)*
10.31		Mark Radom Service Agreement dated July 31, 2018 (previously filed with Form 8-K on August 3, 2018)*
10.32		Wayne Anderson Release and Debt Forgiveness Agreement dated July 31, 2018 (previously filed with Form 8-K on August 3, 2018)
10.33		Aitan Zacharin Indemnification Agreement dated July 31, 2018 (previously filed with Form 8-K on August 3, 2018)*
10.34		Mark Radom Indemnification Agreement dated July 31, 2018 (previously filed with Form 8-K on August 3, 2018)*
10.35		Wayne Anderson Consulting Agreement dated July 31, 2018 (previously filed with Form 8-K on August 3, 2018)
10.36		License Agreement with Pharmedica Ltd. date June 21, 2018 (previously filed with Form 8-K on August 3, 2018)

 

17

 

10.37		Emet Exchange Note 1 dated October 18, 2019 (previously filed with Form 8-K on October 18, 2019)
10.38		Emet Exchange Note 2 dated October 18, 2019 (previously filed with Form 8-K on October 18, 2019)
10.39		Emet Exchange Note 3 dated October 18, 2019 (previously filed with Form 8-K on October 18, 2019)
10.40		Emet Note Exchange Agreement dated October 18, 2019 (previously filed with Form 8-K on October 18, 2019)
10.41		Emet Warrant Note 1 dated October 18, 2019 (previously filed with Form 8-K on October 18, 2019)
10.42		Emet Warrant Note 2 dated October 18, 2019 (previously filed with Form 8-K on October 18, 2019)
10.43		Emet Warrant Note 3 dated October 18, 2019 (previously filed with Form 8-K on October 18, 2019)
10.44		Emet Warrant Note 4 dated October 18, 2019( previously filed with Form 8-K on October 18, 2019)
10.45		Emet Warrant Note Exchange Agreement dated October 18, 2019 (previously filed with Form 8-K on October 18, 2019)
10.46		Transfer Agent Letter dated October 18, 2019 (previously filed with Form 8-K on October 18, 2019)
10.47		GW Note dated January 27, 2020 (previously filed with Form 8-K on February 3, 2020)
10.48		GW Securities Purchase Agreement dated January 27, 2020 (previously filed with Form 8-K on February 3, 2020)
10.49		Form of FFG Note (previously filed with Form 8-K on March 16, 2021)
10.50		FFG Registration Rights Agreement dated March 11, 2021 (previously filed with Form 8-K on March 16, 2021)
10.51		FFG Amended Securities Purchase Agreement originally dated March 11, 2021 and amended June 7, 2021 (filed herewith)
10.52		FFG Warrant Agreement A dated March 11, 2021 (previously filed with Form 8-K on March 16, 2021)
10.53		FFG Warrant Agreement B dated March 11, 2021 (previously filed with Form 8-K on March 16, 2021)
10.54		FFG Warrant Agreement C dated March 11, 2021 (previously filed with Form 8-K on March 16, 2021)
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith).
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

XBRL Exhibits will be filed by subsequent amendment.

 

Item 16. Form 10-K Summary

 

None.

 

18

 

SIGNATURES

 

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

 

Signatures		Title		Date
/s/ Aitan Zacharin		Chairman of the Board, President and Acting Chief Financial Officer		April 12, 2022
		(Principal Executive, Financial and Accounting Officer)

 

19