Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 17, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Greater Cannabis Company, Inc. | ||
Entity Central Index Key | 1,695,473 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 29,380,969 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 993 | |
Cash at Escrow Agent | ||
Total current assets | 993 | |
OTHER ASSETS | ||
Artemis License Agreement costs (net of allowance for nonrecoverability of costs of $100,000, $100,000, and $ 0, respectively) | ||
Total assets | 993 | 0 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 81,145 | |
Accrued interest | 9,806 | 7,027 |
Loans payable to related parties | 9,902 | 1,761 |
Notes payable to third parties | 5,800 | |
Notes payable to related party | 65,917 | 100,000 |
Total current liabilities | 172,570 | 108,788 |
Derivative liability | 205,403 | |
Total liabilities | 377,973 | 108,788 |
STOCKHOLDERS' (DEFICIENCY) | ||
Preferred stock; 10,000,000 shares authorized, $.001 par value, as of December 31, 2017 and 2016, there are no shares outstanding | ||
Common stock; 500,000,000 shares authorized, $.001 par value, as of December 31, 2017 and 2016, there are 29,380,969 and 26,905,969 shares outstanding, respectively | 29,381 | 26,906 |
Additional paid-in capital | 495,994 | (26,906) |
Accumulated deficit | (902,355) | (108,788) |
Total stockholders' (deficiency) | (376,980) | (108,788) |
Total liabilities and stockholders' (deficiency) | $ 993 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Nonrecoverability allowance cost | $ 100,000 | $ 100,000 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 29,380,969 | 26,905,969 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | ||
Sales | $ 209 | |
Cost of sales | 109 | |
Gross profit | 100 | |
Operating Expenses: | ||
Officer compensation (including stock-based compensation of $500,000 and $ 0, respectively) | 500,000 | |
Director Compensation (including stock-based compensation of $7,500 and $0, respectively) | 37,500 | |
Consulting fees (including stock-based compensation of $25,000 and $0, respectively) | 52,500 | |
Other selling, general and administrative expenses | 56,220 | |
Total operating expenses | 646,220 | |
Loss from operations | (646,120) | |
Other expenses: | ||
Expense from derivative liability | 139,243 | |
Interest expense | 2,779 | 2,250 |
Amortization of debt discount | 5,425 | |
Total other expenses | 147,447 | 2,250 |
Net loss | $ (793,567) | $ (2,250) |
Basic and diluted loss per common share | $ (.03) | $ 0 |
Weighted average common shares outstanding-basic and diluted | 27,978,345 | 26,905,969 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-based compensation | $ 530,000 | |
Officer [Member] | ||
Stock-based compensation | 500,000 | 0 |
Director [Member] | ||
Stock-based compensation | 7,500 | 0 |
Consultant [Member] | ||
Stock-based compensation | $ 25,000 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficiency) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock [Member] | |||
Balance | $ 26,906 | $ 26,906 | $ 26,906 |
Balance, shares | 26,905,969 | 26,905,969 | 26,905,969 |
Issuance of restricted common stock to Company chief executive Officer for services rendered | $ 2,000 | ||
Issuance of restricted common stock to Company chief executive Officer for services rendered, shares | 2,000,000 | ||
Issuance of restricted common stock to consultant for services rendered | $ 100 | ||
Issuance of restricted common stock to consultant for services rendered, shares | 100,000 | ||
Issuance of restricted common stock to retire note payable to a third party | $ 375 | ||
Issuance of restricted common stock to retire note payable to a third party, shares | 375,000 | ||
Balance | $ 29,381 | $ 26,906 | $ 26,906 |
Balance, shares | 29,380,969 | 26,905,969 | 26,905,969 |
Additional Paid-in Capital [Member] | |||
Balance | $ (26,906) | $ (26,906) | $ (26,906) |
Issuance of restricted common stock to Company chief executive Officer for services rendered | 498,000 | ||
Issuance of restricted common stock to consultant for services rendered | 24,900 | ||
Issuance of restricted common stock to retire note payable to a third party | |||
Balance | 495,994 | (26,906) | (26,906) |
Accumulated Deficit [Member] | |||
Balance | (108,788) | (5,788) | (2,582) |
Net (loss) for the year | (793,567) | (103,000) | (3,206) |
Issuance of restricted common stock to Company chief executive Officer for services rendered | |||
Issuance of restricted common stock to consultant for services rendered | |||
Issuance of restricted common stock to retire note payable to a third party | |||
Balance | (902,355) | (108,788) | (5,788) |
Balance | (108,788) | (5,788) | (2,582) |
Net (loss) for the year | (793,567) | (2,250) | (3,206) |
Issuance of restricted common stock to Company chief executive Officer for services rendered | 500,000 | ||
Issuance of restricted common stock to consultant for services rendered | 25,000 | ||
Issuance of restricted common stock to retire note payable to a third party | 375 | ||
Balance | $ (376,980) | $ (108,788) | $ (5,788) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING ACTIVITIES | ||
Net (loss) | $ (793,567) | $ (2,250) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 530,000 | |
Expense from derivative liability | 178,888 | |
Amortization of debt discount | 5,425 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 81,145 | |
Accrued interest | 2,779 | 2,250 |
Net cash provided in operating activities | 4,670 | |
INVESTING ACTIVITIES | ||
FINANCING ACTIVITIES | ||
Proceeds from note payable to related party | 4,557 | |
Payments on note payable to related party | (38,640) | |
Proceeds from loans payable to related parties | 5,642 | |
Proceeds from notes payable to third parties | 24,764 | |
Net cash used by financing activities | (3,677) | |
NET INCREASE (DECREASE) IN CASH | 993 | |
CASH BALANCE, BEGINNING OF PERIOD | ||
CASH BALANCE, END OF PERIOD | 993 | |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | ||
Income taxes paid | ||
Non-cash Financing Activity: | ||
Proceeds of note payable at escrow agent pending release to the Company | 25,895 | |
Issuance of common stock to reduce notes payable, other | $ 375 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Greater Cannabis Company, Inc. 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 business plan is to concentrate on cannabis related investment and development opportunities through its online retail store, direct equity investments, joint ventures, licensing agreements or acquisitions. The Company’s business model is divided into four operating segments through the Company’s three wholly owned subsidiaries; Bud Bank, Inc., GCC Superstore, LLC and GCC Investment Holdings, LLC: 1. E-commerce see NOTE K - SUBSEQUENT EVENTS 2. Advertising 3. Licensing see NOTE C- ARTEMIS LICENSING AGREEMENT 4. Direct Investments On July 31, 2014, the Company entered into a Licensing Agreement with Artemis Dispensing Technologies (“Artemis”) for the development and resell of an automated dispensing product. Under the collaboration and license agreement, Artemis was to be responsible for the development of a high end automated dispensing product. Upon launch and sales of the product, Artemis was to be responsible for the installation, training and customer support for the hardware and software. The Company was to be responsible for direct sales, addition of key distributors and sublicensing of specific territories within the U.S. Under the terms of the agreement, the Company was to pay to Artemis a licensing fee in the total amount of $500,000.00 broken into tranches and based on development parameters. Artemis was to receive a percentage of transaction fees generated on a monthly basis per unit. The Company was to receive revenue generated directly from sales either though its website or sales staff, a royalty from sales generated through third party vendors/distributors or a percentage of any sub-licenses sold. In addition, the Company was to have the first right of refusal to purchase a license for the use of the same technology in other countries. The initial term of the Agreement expired December 31, 2016 and in the opinion of management the Agreement is no longer in effect. Please see NOTE C- ARTEMIS LICENSING AGREEMENT On December 16, 2016, Sylios Corp’s Board of Directors voted to file a Notice of Conversion for its wholly owned subsidiary, The Greater Cannabis Company, LLC. The Notice was filed with the State of Florida Division of Corporations on January 13, 2017 to convert The Greater Cannabis Company, LLC from a limited liability company to a Florida for-profit corporation. The company name, The Greater Cannabis Company, LLC, was changed to The Greater Cannabis Company, Inc. Included within the filing, The Greater Cannabis Company, Inc. filed its Articles of Incorporation and authorized 500 million shares of Common stock and 10 million shares of Preferred stock. On January 9, 2017, the Company’s Board of Directors voted to file Articles of Organization to form a new entity, GCC Superstore, LLC. The Articles of Organization were filed with the State of Florida on January 13, 2017 with a requested effective date of January 9, 2017. In January 18, 2017, Sylios Corp filed a corporate action with the Financial Industry Regulatory Authority (“FINRA”) to effect a partial spin-off of its wholly owned subsidiary, The Greater Cannabis Company, Inc, through a stock dividend. Please see NOTE A- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Spin-off) On February 22, 2017, the Company and Sylios Corp. entered into a Anti-Dilution Agreement whereby at any time after the date of the Agreement, if the Company shall issue or propose to issue any additional shares of the Company’s common stock, or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock, Sylios Corp. shall have the right to subscribe for and to purchase at the same price per share that number of Additional Securities necessary to maintain a Fully-Diluted Ownership Percentage or 19.99% of the Company’s issued and outstanding Common Stock. On March 7, 2017, Sylios Corp received notification from the Financial Industry Regulatory Authority (“FINRA”) that they had received the necessary documentation to process the corporate action requested by Sylios Corp and its transfer agent, Pacific Stock Transfer. The Company’s Payment Date was set at March 10, 2017 and the distribution(s) were made consistent with such approval. On March 10, 2017, the Company entered into a Board of Directors Service Agreement with Jimmy Wayne Anderson to define the Directors duties and compensation for serving on the Company’s Board of Directors. Under the terms of the Agreement, the Director is to receive compensation in the amount of Ten Thousand and no/100 dollars ($10,000.00) and 10,000 shares of the Company’s common stock payable on the last calendar day of each quarter as long as Director continues to fulfill his duties and provides the services required. On March 21, 2017, the Company entered into a Collateral Agreement with Sylios Corp (“Borrower”) and SLMI Energy Holdings, LLC (“Lender”) whereby the Company is released from any guaranty of the debt between Borrower and Lender. Lender has agreed to release the UCC lien on the Company effective upon execution of the Agreement. On April 21, 2017, the Company entered into a definitive Asset Acquisition Agreement (the “Agreement”) with Sylios Corp (“Sylios”), whereby the Company acquired Sylios’ wholly owned subsidiary Bud Bank, LLC (“Bud Bank”). Under the Agreement, the Company is obligated to pay Sylios a royalty of 10% of net sales proceeds generated by Bud Bank through its operations up to a total of $50,000 and thereafter for perpetuity pay a royalty of 3% of net sales proceeds generated by Bud Bank through its operations. The transaction closed on June 20, 2017. In June 2017, we launched our online store, GCC Superstore, with limited merchandise such as pipes, vaporizers, CDB, hemp and cannabis related products. On June 19, 2017, a Notice of Conversion was filed for Bud Bank, LLC to effectively convert Bud Bank, LLC from a limited liability company to a Florida for-profit corporation. The company name, Bud Bank, LLC, was changed to Bud Bank, Inc. Included within the filing, Bud Bank, Inc. filed its Articles of Incorporation and authorized 250 million shares of Common stock and 5 million shares of Preferred stock. On July 17, 2017, the Company entered into a Convertible Promissory Note and Warrant and Subscription Agreement with Xeraflop Technologies, Inc. (“Xeraflop”). Under the terms of the Agreement, the Company is to invest a total of One Hundred Thousand and NO/100 Dollars ($100,000) upon a successful going public event. The Note accrues interest at 12% annually and matures on June 30, 2018. At the Company’s election, the principal and interest can be converted into Series 2 common shares of Xeraflop with written notice. The Company is also granted the right to purchase 20% warrant coverage based on the Company’s principal investment with a strike price equivelant to the equity round financing. The Company’s investment in Xeraflop is dependent on the Company obtaining an effective Registration Statement and successful 15C211 filing prior to the Closing of the financing round by Xeraflop. In the event neither of these events occur, the Company will not be able to participate in this round of financing with Xeraflop. The Xeraflop financing round closed prior to the Company receiving notification of its trading status. Therefore, the Company was not able to participate in this round of financing. On July 17, 2017, the Company entered into an Advisory Agreement with MCAP, LLC (“MCAP”), whereby MCAP will act as the Company’s advisor in connection with quoting the Company’s securities on OTCQB or OTCQX, Under the terms of the Agreement, the advisor’s services will include rendering advice to the Company with respect to eligibility for becoming quoted on the OTCQB/OTCQX and educating, advising and assisting the Company in complying with its ongoing OTCQB/OTCQX disclosure obligations under current federal and state securities laws. The Company is to compensate MCAP a total of $15,000 with the first payment of $5,000 to be made upon execution of the Advisory Agreement, the second payment of $5,000 to be made on or before August 2, 2017 and the final payment of $5,000 to be made upon the Company’s acceptance on OTCQB/OTCQX. The Company made the initial payment of $5,000 on July 18, 2017. The Company has not made the second or third payments due to MCAP, but the Agreement entered into between the parties is still in effect. On July 20, 2017, the Company’s Board of Directors voted to file Articles of Organization to form a new Florida limited liability company, GCC Investment Holdings, LLC. The Articles of Organization were filed with the State of Florida on July 20, 2017. The new entity is a wholly owned subsidiary of The Greater Cannabis Company, Inc. and will serve as the Company’s subsidiary to enter into direct cannabis related investments. Spin-Off 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 19.9% 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 80.1% of the issued and outstanding shares of Company common stock after the spin-off). Principles of Consolidation The consolidated financial statements include the accounts of The Greater Cannabis Company, Inc., and all of its wholly owned subsidiaries, Bud Bank, Inc., GCC Superstore, LLC and GCC Investment Holdings, LLC. On March 10, 2017, the Company was spun-off from its former parent company, Sylios Corp, in a stock dividend. Please see NOTE A- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Spin-off) Basis of Presentation The accompanying interim unaudited financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements and in the opinion of management contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, the Company’s consolidated financial position as of December 31, 2016, and the results of its operations for the twelve months ended December 31, 2017 and 2016 and cash flows for the three months ended December 31, 2017 and 2016. 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. The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2017. 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 period ended December 31, 2017, the Company had no cash equivalents. Marketable Equity Securities Marketable equity securities are stated at lower of cost or market value with unrealized gains and losses included in operations. The Company has classified its marketable equity securities as trading securities. 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, 2017, 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 federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. As amended by the FASB in July 2015, the standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of ASU 2014-09 on our future financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. The Company is currently evaluating the impact of these amendments on its financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, to clarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU 2014-09 (discussed above). The Company is currently evaluating the impact of these amendments on its financial statements. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, to clarify the following two aspects of Topic 606: 1) identifying performance obligations, and 2) the licensing implementation guidance. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU 2014-09 (discussed above). The Company is currently evaluating the impact of these amendments on its financial statements. 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. Concentration of Credit Risk Financial instruments which potentially subject the Company to a concentration of credit risk consists primarily of trade accounts receivable from a variety of local, national and international oil and natural gas companies. Such credit risk is considered by management to be limited due to the financial resources of those oil and natural gas companies. Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures 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: 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. We had no financial assets or liabilities carried and measured on a recurring or nonrecurring basis during the reporting periods. Derivative Liabilities We evaluate 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. Website Development Costs Website development costs are expensed as incurred. For the twelve months ended December 31, 2017 and 2016, website development expense was $4,305 and $0, respectively. For the three months ended December 31, 2017 and 2016, website development expense was $390 and $0, respectively. Deferred Financing Costs Deferred financing costs represent costs incurred in the connection with obtaining debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt. 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 is 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. Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. 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. Revenue Recognition Revenue from product sales is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. 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. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 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 financial obligations as they become due within one year after the date that 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. We have a history of net losses: for the period ended December 31, 2017, we had a cumulative net loss of $902,355. For the twelve months ended December 31, 2017, we provided $4,670 cash from operating activities. As of December 31, 2017, we had $993 in cash available to fund operations. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements (which debt service approximates $180,000 through November 20, 2018). 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 that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM). 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 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 November 20, 2018. 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 uncertainty related to our ability to continue as a going concern. |
Artemis Licensing Agreement
Artemis Licensing Agreement | 12 Months Ended |
Dec. 31, 2017 | |
Artemis Licensing Agreement | |
Artemis Licensing Agreement | NOTE C - ARTEMIS LICENSING AGREEMENT Under the terms of the Agreement, the Company was to pay Artemis a licensing fee of $500,000 payable as follows: (1) $100,000 upon execution of the Agreement (which was paid to Artemis in August 2014), (2) $100,000 in 60 days, (3) $100,000 upon Artemis’ delivery of a functioning prototype, and (4) $200,000 after delivery of the prototype. Due to a lack of funds, the Company failed to pay the $100,000 due within 60 days of the July 31, 2014 Agreement date. Artemis failed to deliver any prototype of the dispensing product to the Company. The initial term of the Agreement expired December 31, 2016 and in the opinion of management the Agreement is no longer in effect. On December 31, 2016 (expiration date of the initial term of the Agreement), the Company reduced the carrying value of the Artemis Licensing Agreement capitalized costs from $100,000 to $0 and recognized an expense provision for nonrecoverability of Artemis License Agreement costs of $100,000. |
Loans Payable to Related Partie
Loans Payable to Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Loans Payable to Related Parties | NOTE D - LOANS PAYABLE TO RELATED PARTIES Loans payable to related parties consist of: December 31, 2017 December 31, 2016 Due to Chief Executive Officer $ 7,040 $ 1,477 Due to two subsidiaries of Sylios Corp 2,862 284 Total $ 9,902 $ 1,761 The loans are non-interest bearing and are due on demand. |
Notes Payable to Third Parties
Notes Payable to Third Parties | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable to Third Parties | NOTE E - NOTES PAYABLE TO THIRD PARTIES Notes payable to third parties consist of: December 31, 2017 December 31, 2016 Convertible Promissory Note dated May 25, 2017 payable to Emet Capital Partners, LLC (“EMET”), interest at 5%, due May 25, 2018-less unamortized debt discount of $49,575 at December 31, 2017 (i) - - Convertible Promissory Note dated September 14, 2017 payable to Emet Capital Partners, LLC (“EMET”), interest at 5%, due September 14, 2018-less unamortized debt discount of $13,750 at December 31, 2017 (ii) 5,425 - 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 - Total $ 5,800 $ - (i) On May 25, 2017, the Company executed a Convertible Note (the “Convertible Note”) payable to Emet Capital Partners, LLC, (“EMET”) in the principal amount of $55,000 in exchange for $50,000 cash. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (May 25, 2018) at the option of the holder at the Variable Conversion Price, which shall mean the lesser of (i) $0.25 (the “Fixed Conversion Price”); or (ii) 50% multiplied by the Market Price (as defined). “Market Price” means the lowest Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As part of the transaction, EMET was also issued a warrant granting the holder the right to purchase up to 440,000 shares of the Company’s common stock at an exercise price of $.50 for a term of 5-years. As part of the Convertible Note, the Company executed a Registration Rights Agreement (the “RRA”) dated May 25, 2017. Among other things, the RRA provided for the Company to file a Registration Statement with the SEC covering the resale of shares underlying the Convertible Note and the warrant and to have declared effective such Registration Statement. The Registration Statement was declared effective by the Securities and Exchange Commission on August 31, 2017. Please see NOTE G - DERIVATIVE LIABILITY (ii) On September 14, 2017, the Company executed a Convertible Note (the “Convertible Note”) payable to Emet Capital Partners, LLC, (“EMET”) in the principal amount of $13,750 in exchange for $12,500 cash. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (September 14, 2018) at the option of the holder at the Variable Conversion Price, which shall mean the lesser of (i) $0.25 (the “Fixed Conversion Price”); or (ii) 50% multiplied by the Market Price (as defined). “Market Price” means the lowest Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As part of the transaction, EMET was also issued a warrant granting the holder the right to purchase up to 110,000 shares of the Company’s common stock at an exercise price of $.50 for a term of 5-years. Please see NOTE G - DERIVATIVE LIABILITY |
Notes Payable to Related Party
Notes Payable to Related Party | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable to Related Party | NOTE F - NOTES PAYABLE TO RELATED PARTY Notes payable to related party consist of: December 31, 2017 December 31, 2016 Promissory Note dated August 12, 2014 payable to Sylios Corp, interest at 3% $ 61,360 $ 100,000 Promissory Note dated March 31, 2017 payable to Sylios Corp, interest at 3%, due September 30, 2017 4,557 - Total $ 65,917 $ 100,000 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE G - DERIVATIVE LIABILITY The derivative liability at December 31, 2017 consisted of: December 31, 2017 December 31, 2016 Convertible Promissory Note dated May 25, 2017 payable to EMET Capital Partners, LLC Please see NOTE E – NOTES PAYABLE TO THIRD PARTIES for further information $ 65,868 $ - Warrants issued to EMET in connection with the above Convertible Promissory Note. Please see NOTE E – NOTES PAYABLE TO THIRD PARTIES for further information 96,580 - Convertible Promissory Note dated September 14, 2017 payable to EMET Capital Partners, LLC Please see NOTE E – NOTES PAYABLE TO THIRD PARTIES for further information 18,381 - Warrants issued to EMET in connection with the above Convertible Promissory Note. Please see NOTE E – NOTES PAYABLE TO THIRD PARTIES for further information 24,574 - Total derivative liability $ 205,403 $ - The Convertible Promissory Notes (the “Note”) and the warrants contain obligations to reduce the conversion price of the Note and the exercise price of the Warrants in the event that the Company sells, grants or issues any non-excluded shares, options, warrants or any convertible instrument at a price below the conversion price of the Note and the exercise price of the Warrants (“ratchet-down” provisions). The Notes also 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 and exercise of the Warrants is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion and exercise features as a derivative liability at the respective issuance dates (total of $222,585 for the twelve months ended December 31, 2017) and charged a total of $62,500 to debt discounts and a total of $147,447 to other expense. The fair value of the derivative liability was measured at the respective issuance dates and at December 31, 2017 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at December 31, 2017 were (1) stock price of $0.25 per share, (2) exercise price of $0.125 per share, (3) terms ranging from 5 months to 9 months, (4) expected volatility of 161%, and (5) risk free interest rates ranging from 1.39% to 1.65%. Assumptions used for the calculation of the derivative liability of the warrants at December 31, 2017 were (1) stock price of $0.25 per share, (2) exercise price of $0.50 per share, (3) terms ranging from 53 months to 57 months, (4) expected volatility of 161%, and (5) risk free interest rate of 2.11%. |
Issuances of Common Stock and W
Issuances of Common Stock and Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Issuances Of Common Stock And Warrants | |
Issuances of Common Stock and Warrants | NOTE H - ISSUANCES OF COMMON STOCK AND WARRANTS 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 19.9% 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 80.1% of the issued and outstanding shares of Company common stock after the spin-off). Prior to the spin-off, the Company was a wholly owned subsidiary of Sylios Corp. The accompanying financial statements retroactively reflect the spin-off transaction. Effective March 22, 2017, the Company issued 100,000 shares of its common stock to a consulting firm entity for service rendered. The $25,000 estimated fair value of the 100,000 shares has been expensed as consulting fees in the three months ended March 31, 2017. Effective March 31, 2017, the Company issued 2,000,000 shares of its common stock to our Chief Executive Officer, Wayne Anderson, for services rendered. The $500,000 estimated fair value of the 2,000,000 shares has been expensed as officer compensation in the three months ended March 31, 2017. Effective September 15, 2017, the Company issued 375,000 shares of its common stock to retire a Note Payable to a Third Party. The $375 estimated fair value of the 375,000 shares has been expensed as shares issued to reduce notes payable. Warrants On May 25, 2017, the Company issued Emet Capital Partners, LLC a warrant granting the holder the right to purchase 440,000 shares of the Company’s common stock at an exercise price of $.50 for a term of 5-years. If at any time after the Initial Exercise Date, there is no effective registration statement registering the Warrant Shares, or no current prospectus available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise”. The Holder of the warrant did not require that the Company register the common shares to be issued under the warrant within this Registration Statement. (Please see NOTE E - NOTES PAYABLE TO THIRD PARTIES On September 14, 2017, the Company issued Emet Capital Partners, LLC a warrant granting the holder the right to purchase 110,000 shares of the Company’s common stock at an exercise price of $.50 for a term of 5-years. If at any time after the Initial Exercise Date, there is no effective registration statement registering the Warrant Shares, or no current prospectus available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise”. The Holder of the warrant did not require that the Company register the common shares to be issued under the warrant within this Registration Statement. (Please see NOTE E - NOTES PAYABLE TO THIRD PARTIES |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE I - INCOME TAXES At December 31, 2017, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $108,788, expiring in the year 2036, 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 more likely than not that the benefits will not be realized. Due to possible significant changes in the Company’s ownership, the future use of its existing net operating losses may be limited. All or a portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company’s deferred taxes as of December 31, 2017 and December 31, 2016 consist of the following: December 31, 2017 December 31, 2016 Non-Current deferred tax asset: - Net operating loss carry-forwards $ 66,152 $ 38,076 Valuation allowance (66,152 ) (38,076 ) Net non-current deferred tax asset $ - $ - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE J - COMMITMENTS AND CONTINGENCIES Directors Service Agreement On March 10, 2017, the Company executed a Board of Directors Service Agreement with Wayne Anderson. Under the terms of the Agreement, commencing April 1, 2017 the Company is to pay Mr. Anderson $10,000 per quarter for which Mr. Anderson serves on the Board of Directors. In addition to cash compensation, the Company is to issue Mr. Anderson 10,000 shares of its common stock for each quarter served. For the twelve months ended December 31, 2017, the Company expensed $37,500 (including $7,500 stock based) under the Agreement, which is included in “Accounts Payable and Accrued Expenses” in the Consolidated Balance Sheet at December 31, 2017. Occupancy For the period ended December 31, 2017 and continuing, the Company has used office space provided by its former parent company, Sylios Corp, at no cost to the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE K - SUBSEQUENT EVENTS On January 9, 2018, the Company and Emet Capital Partners, LLC (collectively, the “Parties”) entered into a Waiver Agreement pertaining to the Securities Purchase Agreements entered into between the Parties dated May 25, 2017 and September 14, 2017 along with a Convertible Note issued by the Company on each of the same dates (the “Notes”). Under the terms of the May 25, 2017 Note, the Company was to have a Going Public Event no later than August 27, 2017. As of the date of the Waiver, the Company has failed to be quoted on an exchange. Under the terms of the Waiver, the Company shall issue the Holder of the Notes a new Note (the “Waiver Note”) in the amount of Twenty Thousand and no/100 dollars ($20,000). Upon issuing the Waiver Note, the Holder shall waive the event of default solely as related to timely have a Going Public Event. The Company did not receive any funds for the issuance of the Waiver Note. On March 28, 2018, the Company made an Allonge to Emet Capital Partners, LLC to the Note due on September 14, 2018 and issued by the Company on September 14, 2017. The Principal Amount as stated on the face of the Debenture shall be increased to $28,500.00 ($13,750.00 – original Principal Amount of the Debenture + $12,100.00 Allonge hereto the “New Principal”). The amendment to the Principal Amount due and owing on the Debenture described herein notwithstanding, Holder does not waive interest that may have accrued at a default rate of interest and liquidated damages, if any, that may have accrued on the Debenture through the date of this Allonge, which default interest and liquidated damages, if any, remain outstanding and payable. As part of the transaction, EMET was also issued a warrant granting the holder the right to purchase up to 98,600 shares of the Company’s common stock at an exercise price of $.50 for a term of 5-years. In April 2018, the Company entered into negotiations with a third party to outsource the day to day operations of its ecommerce division inclusive of the GCC Superstore. No definitive terms have been reached, but both parties are working towards an Agreement. Under the proposed agreement, the GCC Superstore will be redesigned and product categories expanded. As such, the Company has elected to temporarily take the GCC Superstore offline while the cosmetic and backend work is being completed. |
Basis of Presentation and Sum19
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations The Greater Cannabis Company, Inc. 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 business plan is to concentrate on cannabis related investment and development opportunities through its online retail store, direct equity investments, joint ventures, licensing agreements or acquisitions. The Company’s business model is divided into four operating segments through the Company’s three wholly owned subsidiaries; Bud Bank, Inc., GCC Superstore, LLC and GCC Investment Holdings, LLC: 1. E-commerce see NOTE K - SUBSEQUENT EVENTS 2. Advertising 3. Licensing see NOTE C- ARTEMIS LICENSING AGREEMENT 4. Direct Investments On July 31, 2014, the Company entered into a Licensing Agreement with Artemis Dispensing Technologies (“Artemis”) for the development and resell of an automated dispensing product. Under the collaboration and license agreement, Artemis was to be responsible for the development of a high end automated dispensing product. Upon launch and sales of the product, Artemis was to be responsible for the installation, training and customer support for the hardware and software. The Company was to be responsible for direct sales, addition of key distributors and sublicensing of specific territories within the U.S. Under the terms of the agreement, the Company was to pay to Artemis a licensing fee in the total amount of $500,000.00 broken into tranches and based on development parameters. Artemis was to receive a percentage of transaction fees generated on a monthly basis per unit. The Company was to receive revenue generated directly from sales either though its website or sales staff, a royalty from sales generated through third party vendors/distributors or a percentage of any sub-licenses sold. In addition, the Company was to have the first right of refusal to purchase a license for the use of the same technology in other countries. The initial term of the Agreement expired December 31, 2016 and in the opinion of management the Agreement is no longer in effect. Please see NOTE C- ARTEMIS LICENSING AGREEMENT On December 16, 2016, Sylios Corp’s Board of Directors voted to file a Notice of Conversion for its wholly owned subsidiary, The Greater Cannabis Company, LLC. The Notice was filed with the State of Florida Division of Corporations on January 13, 2017 to convert The Greater Cannabis Company, LLC from a limited liability company to a Florida for-profit corporation. The company name, The Greater Cannabis Company, LLC, was changed to The Greater Cannabis Company, Inc. Included within the filing, The Greater Cannabis Company, Inc. filed its Articles of Incorporation and authorized 500 million shares of Common stock and 10 million shares of Preferred stock. On January 9, 2017, the Company’s Board of Directors voted to file Articles of Organization to form a new entity, GCC Superstore, LLC. The Articles of Organization were filed with the State of Florida on January 13, 2017 with a requested effective date of January 9, 2017. In January 18, 2017, Sylios Corp filed a corporate action with the Financial Industry Regulatory Authority (“FINRA”) to effect a partial spin-off of its wholly owned subsidiary, The Greater Cannabis Company, Inc, through a stock dividend. Please see NOTE A- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Spin-off) On February 22, 2017, the Company and Sylios Corp. entered into a Anti-Dilution Agreement whereby at any time after the date of the Agreement, if the Company shall issue or propose to issue any additional shares of the Company’s common stock, or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock, Sylios Corp. shall have the right to subscribe for and to purchase at the same price per share that number of Additional Securities necessary to maintain a Fully-Diluted Ownership Percentage or 19.99% of the Company’s issued and outstanding Common Stock. On March 7, 2017, Sylios Corp received notification from the Financial Industry Regulatory Authority (“FINRA”) that they had received the necessary documentation to process the corporate action requested by Sylios Corp and its transfer agent, Pacific Stock Transfer. The Company’s Payment Date was set at March 10, 2017 and the distribution(s) were made consistent with such approval. On March 10, 2017, the Company entered into a Board of Directors Service Agreement with Jimmy Wayne Anderson to define the Directors duties and compensation for serving on the Company’s Board of Directors. Under the terms of the Agreement, the Director is to receive compensation in the amount of Ten Thousand and no/100 dollars ($10,000.00) and 10,000 shares of the Company’s common stock payable on the last calendar day of each quarter as long as Director continues to fulfill his duties and provides the services required. On March 21, 2017, the Company entered into a Collateral Agreement with Sylios Corp (“Borrower”) and SLMI Energy Holdings, LLC (“Lender”) whereby the Company is released from any guaranty of the debt between Borrower and Lender. Lender has agreed to release the UCC lien on the Company effective upon execution of the Agreement. On April 21, 2017, the Company entered into a definitive Asset Acquisition Agreement (the “Agreement”) with Sylios Corp (“Sylios”), whereby the Company acquired Sylios’ wholly owned subsidiary Bud Bank, LLC (“Bud Bank”). Under the Agreement, the Company is obligated to pay Sylios a royalty of 10% of net sales proceeds generated by Bud Bank through its operations up to a total of $50,000 and thereafter for perpetuity pay a royalty of 3% of net sales proceeds generated by Bud Bank through its operations. The transaction closed on June 20, 2017. In June 2017, we launched our online store, GCC Superstore, with limited merchandise such as pipes, vaporizers, CDB, hemp and cannabis related products. On June 19, 2017, a Notice of Conversion was filed for Bud Bank, LLC to effectively convert Bud Bank, LLC from a limited liability company to a Florida for-profit corporation. The company name, Bud Bank, LLC, was changed to Bud Bank, Inc. Included within the filing, Bud Bank, Inc. filed its Articles of Incorporation and authorized 250 million shares of Common stock and 5 million shares of Preferred stock. On July 17, 2017, the Company entered into a Convertible Promissory Note and Warrant and Subscription Agreement with Xeraflop Technologies, Inc. (“Xeraflop”). Under the terms of the Agreement, the Company is to invest a total of One Hundred Thousand and NO/100 Dollars ($100,000) upon a successful going public event. The Note accrues interest at 12% annually and matures on June 30, 2018. At the Company’s election, the principal and interest can be converted into Series 2 common shares of Xeraflop with written notice. The Company is also granted the right to purchase 20% warrant coverage based on the Company’s principal investment with a strike price equivelant to the equity round financing. The Company’s investment in Xeraflop is dependent on the Company obtaining an effective Registration Statement and successful 15C211 filing prior to the Closing of the financing round by Xeraflop. In the event neither of these events occur, the Company will not be able to participate in this round of financing with Xeraflop. The Xeraflop financing round closed prior to the Company receiving notification of its trading status. Therefore, the Company was not able to participate in this round of financing. On July 17, 2017, the Company entered into an Advisory Agreement with MCAP, LLC (“MCAP”), whereby MCAP will act as the Company’s advisor in connection with quoting the Company’s securities on OTCQB or OTCQX, Under the terms of the Agreement, the advisor’s services will include rendering advice to the Company with respect to eligibility for becoming quoted on the OTCQB/OTCQX and educating, advising and assisting the Company in complying with its ongoing OTCQB/OTCQX disclosure obligations under current federal and state securities laws. The Company is to compensate MCAP a total of $15,000 with the first payment of $5,000 to be made upon execution of the Advisory Agreement, the second payment of $5,000 to be made on or before August 2, 2017 and the final payment of $5,000 to be made upon the Company’s acceptance on OTCQB/OTCQX. The Company made the initial payment of $5,000 on July 18, 2017. The Company has not made the second or third payments due to MCAP, but the Agreement entered into between the parties is still in effect. On July 20, 2017, the Company’s Board of Directors voted to file Articles of Organization to form a new Florida limited liability company, GCC Investment Holdings, LLC. The Articles of Organization were filed with the State of Florida on July 20, 2017. The new entity is a wholly owned subsidiary of The Greater Cannabis Company, Inc. and will serve as the Company’s subsidiary to enter into direct cannabis related investments. |
Spin-Off | Spin-Off 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 19.9% 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 80.1% of the issued and outstanding shares of Company common stock after the spin-off). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of The Greater Cannabis Company, Inc., and all of its wholly owned subsidiaries, Bud Bank, Inc., GCC Superstore, LLC and GCC Investment Holdings, LLC. On March 10, 2017, the Company was spun-off from its former parent company, Sylios Corp, in a stock dividend. Please see NOTE A- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Spin-off) |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements and in the opinion of management contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, the Company’s consolidated financial position as of December 31, 2016, and the results of its operations for the twelve months ended December 31, 2017 and 2016 and cash flows for the three months ended December 31, 2017 and 2016. 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. The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2017. |
Cash and Cash Equivalents | 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 period ended December 31, 2017, the Company had no cash equivalents. |
Marketable Equity Securities | Marketable Equity Securities Marketable equity securities are stated at lower of cost or market value with unrealized gains and losses included in operations. The Company has classified its marketable equity securities as trading securities. |
Income Taxes | 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, 2017, 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 federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. As amended by the FASB in July 2015, the standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of ASU 2014-09 on our future financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. The Company is currently evaluating the impact of these amendments on its financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, to clarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU 2014-09 (discussed above). The Company is currently evaluating the impact of these amendments on its financial statements. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, to clarify the following two aspects of Topic 606: 1) identifying performance obligations, and 2) the licensing implementation guidance. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU 2014-09 (discussed above). The Company is currently evaluating the impact of these amendments on its financial statements. |
Use of Estimates | 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to a concentration of credit risk consists primarily of trade accounts receivable from a variety of local, national and international oil and natural gas companies. Such credit risk is considered by management to be limited due to the financial resources of those oil and natural gas companies. |
Financial Instruments and Fair Value of Financial Instruments | Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures 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: 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. We had no financial assets or liabilities carried and measured on a recurring or nonrecurring basis during the reporting periods. |
Derivative Liabilities | Derivative Liabilities We evaluate 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 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. |
Website Development Costs | Website Development Costs Website development costs are expensed as incurred. For the twelve months ended December 31, 2017 and 2016, website development expense was $4,305 and $0, respectively. For the three months ended December 31, 2017 and 2016, website development expense was $390 and $0, respectively. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent costs incurred in the connection with obtaining debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt. |
Equity Instruments Issued to Non-Employees for Acquiring Goods or Services | 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 is 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. |
Stock-based Compensation | Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. |
Related Parties | 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. |
Revenue Recognition | Revenue Recognition Revenue from product sales is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs. |
Loss Per Share | 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. |
Loans Payable to Related Part20
Loans Payable to Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Loans Payable to Related Parties | Loans payable to related parties consist of: December 31, 2017 December 31, 2016 Due to Chief Executive Officer $ 7,040 $ 1,477 Due to two subsidiaries of Sylios Corp 2,862 284 Total $ 9,902 $ 1,761 |
Notes Payable to Third Parties
Notes Payable to Third Parties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Third Parties | Notes payable to third parties consist of: December 31, 2017 December 31, 2016 Convertible Promissory Note dated May 25, 2017 payable to Emet Capital Partners, LLC (“EMET”), interest at 5%, due May 25, 2018-less unamortized debt discount of $49,575 at December 31, 2017 (i) - - Convertible Promissory Note dated September 14, 2017 payable to Emet Capital Partners, LLC (“EMET”), interest at 5%, due September 14, 2018-less unamortized debt discount of $13,750 at December 31, 2017 (ii) 5,425 - 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 - Total $ 5,800 $ - (i) On May 25, 2017, the Company executed a Convertible Note (the “Convertible Note”) payable to Emet Capital Partners, LLC, (“EMET”) in the principal amount of $55,000 in exchange for $50,000 cash. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (May 25, 2018) at the option of the holder at the Variable Conversion Price, which shall mean the lesser of (i) $0.25 (the “Fixed Conversion Price”); or (ii) 50% multiplied by the Market Price (as defined). “Market Price” means the lowest Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As part of the transaction, EMET was also issued a warrant granting the holder the right to purchase up to 440,000 shares of the Company’s common stock at an exercise price of $.50 for a term of 5-years. As part of the Convertible Note, the Company executed a Registration Rights Agreement (the “RRA”) dated May 25, 2017. Among other things, the RRA provided for the Company to file a Registration Statement with the SEC covering the resale of shares underlying the Convertible Note and the warrant and to have declared effective such Registration Statement. The Registration Statement was declared effective by the Securities and Exchange Commission on August 31, 2017. Please see NOTE G - DERIVATIVE LIABILITY (ii) On September 14, 2017, the Company executed a Convertible Note (the “Convertible Note”) payable to Emet Capital Partners, LLC, (“EMET”) in the principal amount of $13,750 in exchange for $12,500 cash. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (September 14, 2018) at the option of the holder at the Variable Conversion Price, which shall mean the lesser of (i) $0.25 (the “Fixed Conversion Price”); or (ii) 50% multiplied by the Market Price (as defined). “Market Price” means the lowest Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As part of the transaction, EMET was also issued a warrant granting the holder the right to purchase up to 110,000 shares of the Company’s common stock at an exercise price of $.50 for a term of 5-years. Please see NOTE G - DERIVATIVE LIABILITY |
Notes Payable to Related Party
Notes Payable to Related Party (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Related Party | Notes payable to related party consist of: December 31, 2017 December 31, 2016 Promissory Note dated August 12, 2014 payable to Sylios Corp, interest at 3% $ 61,360 $ 100,000 Promissory Note dated March 31, 2017 payable to Sylios Corp, interest at 3%, due September 30, 2017 4,557 - Total $ 65,917 $ 100,000 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | The derivative liability at December 31, 2017 consisted of: December 31, 2017 December 31, 2016 Convertible Promissory Note dated May 25, 2017 payable to EMET Capital Partners, LLC Please see NOTE E – NOTES PAYABLE TO THIRD PARTIES for further information $ 65,868 $ - Warrants issued to EMET in connection with the above Convertible Promissory Note. Please see NOTE E – NOTES PAYABLE TO THIRD PARTIES for further information 96,580 - Convertible Promissory Note dated September 14, 2017 payable to EMET Capital Partners, LLC Please see NOTE E – NOTES PAYABLE TO THIRD PARTIES for further information 18,381 - Warrants issued to EMET in connection with the above Convertible Promissory Note. Please see NOTE E – NOTES PAYABLE TO THIRD PARTIES for further information 24,574 - Total derivative liability $ 205,403 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Taxes | The Company’s deferred taxes as of December 31, 2017 and December 31, 2016 consist of the following: December 31, 2017 December 31, 2016 Non-Current deferred tax asset: - Net operating loss carry-forwards $ 66,152 $ 38,076 Valuation allowance (66,152 ) (38,076 ) Net non-current deferred tax asset $ - $ - |
Basis of Presentation and Sum25
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jul. 18, 2017 | Jul. 17, 2017 | Apr. 21, 2017 | Mar. 10, 2017 | Feb. 03, 2017 | Jul. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 19, 2017 | Feb. 22, 2017 | Dec. 16, 2016 |
Licensing fee amount | $ 500,000 | ||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Ownership percentage | 19.99% | ||||||||||||
Stock issued during period of services value | $ 500,000 | ||||||||||||
Royalty fee | $ 50,000 | ||||||||||||
Stock based compensation | 530,000 | ||||||||||||
Website development expense | $ 390 | $ 0 | $ 4,305 | $ 0 | |||||||||
Jimmy Wayne Anderson [Member] | |||||||||||||
Stock issued during period of services value | $ 10,000 | ||||||||||||
Stock issued during period of services shares | 10,000 | ||||||||||||
Xeraflop Technologies [Member] | |||||||||||||
Debt face amount | $ 100,000 | ||||||||||||
Debt accrues interest rate | 12.00% | ||||||||||||
Debt instrument, maturity date | Jun. 30, 2018 | ||||||||||||
Common stock purchase warrant percentage | 20.00% | ||||||||||||
Sylios Corp [Member] | |||||||||||||
Common stock, shares authorized | 26,905,969 | 500,000,000 | |||||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||||||
Ownership percentage | 19.90% | 80.10% | |||||||||||
Royalty percentage | 10.00% | ||||||||||||
Common stock, shares issued | 5,378,476 | 21,527,493 | |||||||||||
Stockholders equity note spin off transaction description | On the basis of one share of Company common stock for each 500 shares of Sylios Corp common stock held | ||||||||||||
Bud Bank [Member] | |||||||||||||
Common stock, shares authorized | 250,000,000 | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||
Royalty percentage | 3.00% | ||||||||||||
MCAP [Member] | |||||||||||||
Stock based compensation | $ 15,000 | ||||||||||||
Initial stock based compensation paid | $ 5,000 | ||||||||||||
MCAP [Member] | First Payment [Member] | |||||||||||||
Stock based compensation | 5,000 | ||||||||||||
MCAP [Member] | Second Payment [Member] | |||||||||||||
Stock based compensation | 5,000 | ||||||||||||
MCAP [Member] | Final Payment [Member] | |||||||||||||
Stock based compensation | $ 5,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cumulative net loss | $ 902,355 | $ 108,788 |
Net cash provided in operating activities | 4,670 | |
Cash | 993 | |
November 20, 2018 [Member] | ||
Debt service requirements amount | $ 180,000 |
Artemis Licensing Agreement (De
Artemis Licensing Agreement (Details Narrative) - USD ($) | Jul. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 |
Licensing fee payable | $ 500,000 | ||
Nonrecoverability cost | $ 100,000 | ||
Maximum [Member] | |||
Carrying value of capitalized costs | 100,000 | ||
Minimum [Member] | |||
Carrying value of capitalized costs | $ 0 | ||
Artemis [Member] | |||
Licensing fee payable | $ 500,000 | ||
Artemis [Member] | 60 Days [Member] | |||
Licensing fee payable | 100,000 | ||
Fail to pay the due amount | 100,000 | ||
Artemis [Member] | Execution of Agreement [Member] | August 2014 [Member] | |||
Licensing fee payable | 100,000 | ||
Artemis [Member] | Upon Delievery of Prototype [Member] | |||
Licensing fee payable | 100,000 | ||
Artemis [Member] | After Delievery of Prototype [Member] | |||
Licensing fee payable | $ 200,000 |
Loans Payable to Related Part28
Loans Payable to Related Parties - Schedule of Loans Payable to Related Parties (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total | $ 9,902 | $ 1,761 |
Two Subsidiaries of Sylios Corp [Member] | ||
Total | 2,862 | 284 |
Chief Executive Officer [Member] | ||
Total | $ 7,040 | $ 1,477 |
Notes Payable to Third Partie29
Notes Payable to Third Parties (Details Narrative) - Emet Capital Partners, LLC [Member] | Sep. 14, 2017USD ($)Integer$ / sharesshares | May 25, 2017USD ($)Integer$ / sharesshares |
Warrants issued to purchase common stock | shares | 110,000 | |
Exercise price of warrants | $ .50 | |
Warrants term | 5 years | |
Convertible Notes [Member] | ||
Debt instrument, principal amount | $ | $ 13,750 | $ 55,000 |
Exchange for convertible debt | $ | $ 12,500 | $ 50,000 |
Debt instrument, maturity date | Sep. 14, 2018 | May 25, 2018 |
Conversion price | $ 0.25 | $ 0.25 |
Trading days percentage | 50.00% | 50.00% |
Trading days period | Integer | 20 | 20 |
Debt instrument, term | 1 year | 1 year |
Debt instrument, interest rate | 5.00% | 5.00% |
Warrants issued to purchase common stock | shares | 440,000 | |
Exercise price of warrants | $ 0.50 | |
Warrants term | 5 years |
Notes Payable to Third Partie30
Notes Payable to Third Parties - Schedule of Notes Payable to Third Parties (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Notes payable to third parties, total | $ 5,800 | |
Convertible Promissory Note One [Member] | ||
Notes payable to third parties, total | ||
Convertible Promissory Note Two [Member] | ||
Notes payable to third parties, total | 5,425 | |
Convertible Promissory Note Three [Member] | ||
Notes payable to third parties, total | $ 375 |
Notes Payable to Third Partie31
Notes Payable to Third Parties - Schedule of Notes Payable to Third Parties (Details) (Parenthetical) - USD ($) | Sep. 14, 2017 | May 25, 2017 | Mar. 28, 2017 | Dec. 31, 2017 |
Debt instrument unamortized discount | $ 62,500 | |||
Convertible Promissory Note Two [Member] | ||||
Debt instrument interest rate | 5.00% | |||
Debt instrument, maturity date | May 25, 2018 | |||
Debt instrument unamortized discount | 49,575 | |||
Convertible Promissory Note One [Member] | ||||
Debt instrument interest rate | 5.00% | |||
Debt instrument, maturity date | Sep. 14, 2018 | |||
Debt instrument unamortized discount | $ 13,750 | |||
Promissory Note [Member] | ||||
Debt instrument interest rate | 4.00% | |||
Debt instrument, maturity date | Sep. 28, 2017 | |||
Conversion price per share | $ 0.001 |
Notes Payable to Related Part32
Notes Payable to Related Party - Schedule of Notes Payable to Related Party (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total | $ 65,917 | $ 100,000 |
Promissory Note One [Member] | ||
Total | 61,360 | 100,000 |
Promissory Note Two [Member] | ||
Total | $ 4,557 |
Notes Payable to Related Part33
Notes Payable to Related Party - Schedule of Notes Payable to Related Party (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Promissory Note One [Member] | ||
Promissory note, interest rate | 3.00% | 3.00% |
Promissory Note Two [Member] | ||
Promissory note, interest rate | 3.00% | |
Promissory note, maturity date | Sep. 30, 2017 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Fair value of embedded conversion and exercise features as a derivative liability | $ | $ 222,585 |
Debt discounts | $ | 62,500 |
Other expense | $ | $ 147,447 |
Warrants [Member] | |
Fair value of assumption stock price | $ 0.25 |
Fair value of assumption exercise price | $ 0.50 |
Fair value of assumption expected volatility | 161.00% |
Fair value of assumption risk free interest rate | 2.11% |
Minimum [Member] | Warrants [Member] | |
Fair value of assumption term | 53 months |
Maximum [Member] | Warrants [Member] | |
Fair value of assumption term | 57 months |
Convertible Promissory Notes [Member] | |
Fair value of assumption stock price | $ 0.25 |
Fair value of assumption exercise price | $ 0.125 |
Fair value of assumption expected volatility | 161.00% |
Convertible Promissory Notes [Member] | Minimum [Member] | |
Fair value of assumption term | 5 months |
Fair value of assumption risk free interest rate | 1.39% |
Convertible Promissory Notes [Member] | Maximum [Member] | |
Fair value of assumption term | 9 months |
Fair value of assumption risk free interest rate | 1.65% |
Derivative Liability - Schedule
Derivative Liability - Schedule of Derivative Liability (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total derivative liability | $ 205,403 | |
Warrants One [Member] | ||
Total derivative liability | 96,580 | |
Warrants Two [Member] | ||
Total derivative liability | 24,574 | |
Convertible Promissory Notes One [Member] | ||
Total derivative liability | 65,868 | |
Convertible Promissory Notes Two [Member] | ||
Total derivative liability | $ 18,381 |
Issuances of Common Stock and36
Issuances of Common Stock and Warrants (Details Narrative) - USD ($) | Sep. 15, 2017 | Sep. 14, 2017 | May 25, 2017 | Mar. 22, 2017 | Feb. 03, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 22, 2017 |
Number of shares issued during the period | 26,905,969 | ||||||||
Ownership percentage | 19.99% | ||||||||
Consulting fee | $ 52,500 | ||||||||
Officers compensation | 500,000 | ||||||||
Third Party [Member] | |||||||||
Number of common stock shares issued for retire note payable to third party | 375,000 | ||||||||
Number of common stock issued for retire note payable to third party | $ 375 | ||||||||
Wayne Anderson [Member] | |||||||||
Number of shares issued during the period, service | 2,000,000 | ||||||||
Officers compensation | $ 500,000 | $ 37,500 | |||||||
Sylios Corp [Member] | |||||||||
Number of shares issued during the period | 21,527,493 | 5,378,476 | |||||||
Ownership percentage | 80.10% | 19.90% | |||||||
Common stock, shares held | 500 | ||||||||
Consulting Firm [Member] | |||||||||
Number of shares issued during the period, service | 100,000 | 100,000 | |||||||
Consulting fee | $ 25,000 | ||||||||
Emet Capital Partners, LLC [Member] | |||||||||
Warrants to purchase common stock | 110,000 | 440,000 | |||||||
Warrant exercise price | $ .50 | $ 0.50 | |||||||
Warrant term | 5 years | 5 years |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forward | $ 108,788 |
Income tax expiring year | 2,036 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Taxes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forwards | $ 66,152 | $ 38,076 |
Valuation allowance | (66,152) | (38,076) |
Net non-current deferred tax asset |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Officers compensation | $ 500,000 | |||
Stock based compensation | 530,000 | |||
Wayne Anderson [Member] | ||||
Officers compensation | $ 500,000 | 37,500 | ||
Stock based compensation | 7,500 | |||
Wayne Anderson [Member] | Board of Directors Service Agreement [Member] | ||||
Officers compensation | $ 10,000 | $ 10,000 | ||
Number of shares issued during the period as compensation | 10,000 | 10,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 28, 2018 | Sep. 14, 2017 | May 25, 2017 | Jan. 09, 2018 |
Emet Capital Partners, LLC [Member] | ||||
Warrant exercise price per share | $ .50 | $ 0.50 | ||
Warrant term | 5 years | 5 years | ||
Subsequent Event [Member] | Emet Capital Partners, LLC [Member] | ||||
Debt instrument face amount | $ 28,500 | |||
Note due date | Sep. 14, 2018 | |||
Warrant right to purchase shares of common stock | 98,600 | |||
Warrant exercise price per share | $ .50 | |||
Warrant term | 5 years | |||
Subsequent Event [Member] | Debtenture [Member] | Emet Capital Partners, LLC [Member] | ||||
Debt instrument face amount | $ 13,750 | |||
Subsequent Event [Member] | Allonge [Member] | Emet Capital Partners, LLC [Member] | ||||
Debt instrument face amount | $ 12,100 | |||
Subsequent Event [Member] | Waiver Agreement [Member] | Waiver Note [Member] | ||||
Debt instrument face amount | $ 20,000 |