NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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).
After
the consummation of the above-described transactions, the Company switched its business model in fiscal 2018 and no longer intended to
pursue E-commerce, advertising, licensing (except as specified below) or direct investment operations. Instead, the Company is now engaged
in the development and commercialization of innovative cannabinoid therapeutics.
From
July 2018 through mid-2021, the Company 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. The Company’s initial
product was an oral transmucosal patch platform which 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, the Company’s 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.
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 subsidiary Biocanrx,
Inc. All intercompany balances and transactions have been eliminated in consolidation.
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
NOTE
A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Interim
Financial Statements
The
interim financial statements as of September 30, 2022 are unaudited and have been prepared by the Company pursuant to the rules and regulations
of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management,
are necessary for a fair presentation of the information contained herein. Operating results for the nine months ended September 30,
2022 are not necessarily indicative of results that may be expected for the year ending December 31, 2022.
Certain
information and finance disclosures normally included in financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.
These unaudited financial statements should be read in conjunction with our audited financial statements and notes for the year ended
December 31, 2021 as included in our report on Form 10-K.
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 September 30, 2022, 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:
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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.
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.
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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.
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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.
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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.
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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 September 30, 2022, the Company had cash of $289,094, total current liabilities
of $862,190, and negative working capital of $573,096. For the nine months ended September 30, 2022, we incurred a net loss of $312,867
and used $88,426 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 September 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.
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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:
SCHEDULE OF LOANS PAYABLE TO RELATED PARTIES
| |
| | | |
| | |
| |
September 30, 2022 | | |
December 31, 2021 | |
| |
| | |
| |
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.
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
NOTE
F - NOTES PAYABLE TO THIRD PARTIES
Notes
payable to third parties consist of:
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES
| |
September 30, 2022 | | |
December 31, 2021 | |
| |
| | |
| |
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 March 15, 2021 payable to FirstFire Global Opportunities Fund, LLC (“FF”), interest at 6%, due March 11, 2022-less unamortized debt discount of $0 and $98,434, respectively. (i) | |
| 307,062 | | |
| 368,720 | |
Total | |
$ | 307,437 | | |
$ | 369,095 | |
Notes payable to third parties | |
$ | 307,437 | | |
$ | 369,095 | |
|
(i) |
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. 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 had an original maturity date of March
11, 2022, which was extended to April 30, 2023 by agreement between the parties dated May 1, 2022, which agreement also waiver certain
defaults under the FF Note. will mature on. |
|
|
|
|
|
On June 1, 2022, the Company issued 25,000,000 shares
for the conversion of $25,000 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.001.
|
|
|
|
|
|
During the three months ended September 30, 2022,
the Company issued 135,000,000 shares for the conversion of $135,000 principal on the FirstFire note dated March 5, 2021 at a conversion
price of $.001.
|
|
|
|
|
|
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) |
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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. Default obligations have been
waived.
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:
SCHEDULE OF DERIVATIVE LIABILITY
| |
September 30, 2022 | | |
December 31, 2021 | |
Convertible Promissory Note dated March 15, 2021 and June 30, 2021 payable to FirstFire Global Opportunities Fund, LLC, See Note F (i) Due March 11, 2022 | |
$ | - | | |
$ | - | |
Total derivative liability | |
$ | - | | |
$ | - | |
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.
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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.
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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.
On
June 1, 2022, the Company issued 25,000,000 shares for the conversion of $25,000 principal on the FirstFire note dated March 5, 2021
at a conversion price of $.001.
During
the three months ended September 30, 2022, the Company issued 135,000,000 shares for the conversion of $135,000 principal on the FirstFire
note dated March 5, 2021 at a conversion price of $.001.
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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 file consolidated Federal income tax returns. Green C Corporation, its Ontario Canada subsidiary,
files Canada and Ontario income tax returns.
At September 30, 2022 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 net operating losses will be limited.
All
tax years of the Company and its United States subsidiaries remain subject to examination by the Internal Revenue Service.
THE
GREATER CANNABIS COMPANY, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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, 2021 and 2020 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 on October 26, 2021 in connection with his separation from the Company.
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.