Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56027 | |
Entity Registrant Name | THE GREATER CANNABIS COMPANY, INC. | |
Entity Central Index Key | 0001695473 | |
Entity Tax Identification Number | 30-0842570 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 15 Walker Avenue Suite 101 | |
Entity Address, City or Town | Baltimore | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21208 | |
City Area Code | (443) | |
Local Phone Number | 738-4051 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 732,638,436 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash | $ 129,323 | $ 166,859 |
Total current assets | 129,323 | 166,859 |
OTHER ASSETS | ||
Right of first refusal agreement cost (less accumulated amortization of $15,833 and $14,583) | 4,167 | 5,417 |
Total assets | 133,490 | 172,276 |
CURRENT LIABILITIES | ||
Accounts payable | 6,259 | 6,094 |
Accrued interest | 61,287 | 55,627 |
Accrued officers’ compensation | 340,350 | 340,350 |
Notes payable to third parties | 171,437 | 171,437 |
Total current liabilities and total liabilities | 839,333 | 833,508 |
STOCKHOLDERS’ (DEFICIENCY) | ||
Preferred stock; 19,000,000 shares authorized, $.001 par value: Series A Convertible Preferred-issued and outstanding 9,111,998 and 9,111,998 shares, respectively | 9,112 | 9,112 |
Common stock; 2,000,000,000 shares authorized, $.001 par value, as of March 31, 2024 and December 31, 2023, there are 804,638,436 shares outstanding, respectively | 804,639 | 804,639 |
Additional paid-in capital | 3,006,321 | 3,006,321 |
Accumulated deficit | (4,525,915) | (4,481,304) |
Total stockholders’ (deficiency) | (705,843) | (661,232) |
Total liabilities and stockholders’ (deficiency) | 133,490 | 172,276 |
Related Party [Member] | ||
CURRENT LIABILITIES | ||
Loans payable to related parties | $ 260,000 | $ 260,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accumulated amortization | $ 15,833 | $ 14,583 |
Preferred stock, shares authorized | 19,000,000 | 19,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 804,638,436 | 804,638,436 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 9,111,998 | 9,111,998 |
Preferred stock, shares outstanding | 9,111,998 | 9,111,998 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Total revenue | ||
Cost of product sales | ||
Gross profit (loss) | ||
Operating Expenses: | ||
Officers compensation | 30,000 | 30,000 |
Amortization of Right of First Refusal Agreement cost | 1,250 | 1,250 |
Other operating expenses | 7,701 | 8,218 |
Total operating expenses | 38,951 | 39,468 |
Income (loss) from operations | (38,951) | (39,468) |
Other income (expenses): | ||
Interest expense | (5,660) | (3,600) |
Amortization of debt discounts | ||
Total other income (expenses) | (5,660) | (3,600) |
Income (loss) before provision for income taxes | (44,611) | (43,068) |
Provision for income taxes | ||
Net loss | $ (44,611) | $ (43,068) |
Basic income (loss) per common share | $ 0 | $ 0 |
Diluted income (loss) per common share | $ 0 | $ 0 |
Weighted average common shares outstanding-basic | 732,638,436 | 732,638,436 |
Weighted average common shares outstanding-diluted | 732,638,436 | 732,638,436 |
Product [Member] | ||
Revenue: | ||
Total revenue | ||
Consulting Fees [Member] | ||
Revenue: | ||
Total revenue |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Beginning balances | $ (661,232) | $ (544,830) |
Net loss | (44,611) | (43,068) |
Ending balances | (705,843) | (587,898) |
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||
Beginning balances | $ 9,112 | $ 9,112 |
Beginning balance, shares | 9,111,998 | 9,111,998 |
Net loss | ||
Ending balances | $ 9,112 | $ 9,112 |
Ending balance, shares | 9,111,998 | 9,111,998 |
Common Stock [Member] | ||
Beginning balances | $ 804,639 | $ 804,639 |
Beginning balance, shares | 804,638,436 | 804,638,436 |
Net loss | ||
Ending balances | $ 804,639 | $ 804,639 |
Ending balance, shares | 804,638,436 | 804,638,436 |
Additional Paid-in Capital [Member] | ||
Beginning balances | $ 3,006,321 | $ 3,006,321 |
Net loss | ||
Ending balances | 3,006,321 | 3,006,321 |
Retained Earnings [Member] | ||
Beginning balances | (4,481,304) | (4,292,902) |
Net loss | (44,611) | (43,068) |
Ending balances | $ (4,525,915) | $ (4,335,970) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (44,611) | $ (43,068) |
Adjustments to reconcile net income (loss) to net cash provided (used) in operating activities: | ||
Amortization of Right of First Refusal Agreement cost | 1,250 | 1,250 |
Changes in operating assets and liabilities: | ||
Accounts payable | 165 | (10,259) |
Accrued interest | 5,660 | 3,600 |
Accrued officers’ compensation | 30,000 | |
Net cash used in operating activities | (37,536) | (18,477) |
INVESTING ACTIVITIES | ||
Purchase of Right of First Refusal Agreement | ||
Net cash used in investing activities | ||
FINANCING ACTIVITIES | ||
Proceeds from notes payable to third parties | ||
Net cash provided by financing activities | ||
NET INCREASE (DECREASE) IN CASH | (37,536) | (18,477) |
CASH BALANCE, BEGINNING OF PERIOD | 166,859 | 270,030 |
CASH BALANCE, END OF PERIOD | 129,323 | 251,553 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | ||
Income tax paid |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Greater Cannabis Company, Inc. (the “Company”) was formed in March 2014 as a limited liability company under the name, The Greater Cannabis Company, LLC. The Company was a wholly owned subsidiary of Sylios Corp (“Sylios”) until March 10, 2017. On July 31, 2018, the Company acquired 100 9,411,998 Each share of Series A Convertible Preferred Stock is convertible into 50 94 Green C was incorporated on December 21, 2017 under the laws of the Province of Ontario Canada with its principal place of business in North York, Ontario. Green C was the owner of an exclusive, worldwide license for an eluting transmucosal patch platform (“ETP”) for non-invasive drug delivery in the cannabis field as further described in the exclusive license agreement dated June 21, 2018 with Pharmedica Ltd. (see Note J). After the consummation of the above-described transactions, the Company switched its business model in fiscal 2018 and no longer intended to pursue E-commerce, advertising, licensing (except as specified below) or direct investment operations. Instead, the Company is now engaged in the development and commercialization of innovative cannabinoid therapeutics. From July 2018 through mid-2021, the Company focused on commercializing its own and licensed technologies worldwide for transmucosal and transdermal delivery of legal medical or recreational cannabis (other than in the field of oral care) and cannabinoids. The Company’s initial product was an oral transmucosal patch platform which for provides for loaded actives to be absorbed by the buccal mucosa into the body. Although the Company was able to launch the product and received some limited initial orders, the Company’s management ultimately elected to pursue other opportunities which they believed offered the Company greater potential for growth and ultimate profitability. Accordingly, on October 19, 2021 the Company entered into a license agreement with Shaare Zedek Scientific Ltd. (“SZS”), the technology transfer arm of Jerusalem’s Shaare Zedek Medical Center (SZMC). The license agreement covers the license of SZS’s novel cannabinoid therapeutic focused on treatment of autism, schizophrenia, Parkinson’s disease, Alzheimer’s disease and other neuropsychiatric disorders. Accompanying the license agreement is a joint research and development agreement, which will focus on continuing the clinical program spearheaded by Dr. Adi Aran, M.D. Director of Pediatric Neurology at SZMC, Board Member of the Israeli Society for Pediatric Neurology, and co-inventor of the novel cannabinoid therapy. Principles of Consolidation The consolidated financial statements include the accounts of The Greater Cannabis Company, Inc., and its wholly owned subsidiary Biocanrx, Inc. All intercompany balances and transactions have been eliminated in consolidation. THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Interim Financial Statements The interim financial statements as of March 31, 2024 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the three months ended March 31, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024. Certain information and finance disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes for the year ended December 31, 2023 as included in our report on Form 10-K. Cash and Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no in cash equivalents. Notes and Accounts Receivable The Company maintains an allowance for doubtful accounts for estimated losses from the failure of its customers to make required payments for products and other consideration delivered. The Company estimates this allowance based on the age of the related receivable, knowledge of the financial condition of customers, review of historical receivables and reserve trends and other pertinent information. If the financial condition of customers deteriorates or an unfavorable trend in receivable collections is experienced in the future, additional allowances may be required. Historically, the Company’s reserves have approximated actual experience. Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of March 31, 2024, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no foreign federal or state tax examinations nor have we had any foreign federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Financial Instruments and Fair Value of Financial Instruments We follow ASC Topic 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for derivative liabilities, we had no financial assets or liabilities carried and measured on a recurring or nonrecurring basis during the reporting periods. Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. Long-lived Assets Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values. Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party. THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition Revenue recognition: The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on January 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, in accordance with the following five-step process: ● Identify the contract(s) with a customer ● Identify the performance obligations ● Determine the transaction price ● Allocate the transaction price ● Recognize revenue when the performance obligations are met During the periods presented, all revenue was from sales of cannabis products. The Company has determined the sole performance obligation to be the delivery of the purchased goods to the customers, and as such, recognizes revenue at the time the customer takes possession. Advertising Costs Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs. Loss per Share We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock. Basic loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the periods presented, the Company excluded 470,599,900 see NOTE E - NOTES PAYABLE TO THIRD PARTIES see NOTE G - CAPITAL STOCK AND WARRANTS THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recently Enacted Accounting Standards In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on July 1, 2024, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently evaluating the impact of the adoption of ASU 2020-06 on our financial statements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Financial Instruments—Credit Losses (Topic 326) amends guideline on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13 on our financial statements. Other standards not presented are not deemed to be material. THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
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 obligations as they become due within one year after the date the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued. In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. As of March 31, 2024, the Company had cash of $ 129,323 839,333 710,010 44,611 37,536 In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources. There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through March 2025. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the uncertainty related to our ability to continue as a going concern. THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) |
RIGHT OF FIRST REFUSAL AGREEMEN
RIGHT OF FIRST REFUSAL AGREEMENT | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
RIGHT OF FIRST REFUSAL AGREEMENT | NOTE C – RIGHT OF FIRST REFUSAL AGREEMENT On January 30, 2020, the Company executed a Right of First Refusal Agreement with an entity engaged in the business of cosmetics, health, and well-being. The Agreement provided for the Company to pay Kol Tuv Ventures, LLC (“KTV”), $ 25,000 five years 25,000 |
LOANS PAYABLE TO RELATED PARTIE
LOANS PAYABLE TO RELATED PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
LOANS PAYABLE TO RELATED PARTIES | NOTE D - LOANS PAYABLE TO RELATED PARTIES Loans payable to related parties consist of: SCHEDULE OF LOANS PAYABLE TO RELATED PARTIES March 31, 2024 December 31, 2023 Loans from Elisha Kalfa and Yonah Kalfa, holders of a total of 2,966,666 $ 180,000 $ 180,000 Loan from Fernando Bisker and Sigalush, LLC, holders of a total of 2,966,666 80,000 80,000 Total $ 260,000 $ 260,000 Pursuant to loan and contribution agreements dated July 31, 2018, the above loans are non-interest bearing and are to be repaid after the Company raises from investors no less than $ 1,500,000 THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) |
NOTES PAYABLE TO THIRD PARTIES
NOTES PAYABLE TO THIRD PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE TO THIRD PARTIES | NOTE E - NOTES PAYABLE TO THIRD PARTIES Notes payable to third parties consist of: SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES March 31, 2024 December 31, 2023 Promissory Note dated March 28, 2017 payable to John T. Root, Jr., interest at 4 September 28, 2017 .001 $ 375 $ 375 Convertible Promissory Note dated March 15, 2021 payable to FirstFire Global Opportunities Fund, LLC (“FF”), interest at 6 March 11, 2022 0 0 (i) 171,062 171,062 Total $ 171,437 $ 171,437 (i) On March 15, 2021, we issued a 6 545,000 272,500 22,500 272,500 22,500 March 11, 2022 On June 1, 2022, the Company issued 25,000,000 25,000 .001 During the three months ended September 30, 2022, the Company issued 135,000,000 135,000 .001 During the three months ended December 31, 2022, the Company issued 64,000,000 64,000 .001 The FF Note may be pre-paid in whole or in part by paying FF the following premiums: SCHEDULE OF PREPAY AMOUNT AND DATE DESCRIPTION PREPAY DATE PREPAY AMOUNT ≤ 30 days 105% * (Principal + Interest (“P+I”) 31- 60 days 110% * (P+I) 61-90 days 115% * (P+I) 91-120 days 120% * (P+I) 121-150 days 125% * (P+I) 151-180 days 130% * (P+I) THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) Any amount of principal or interest on the FF Note, which is not paid when due shall bear interest at the rate of twenty-four ( 24 %) per annum from the due date thereof until the same is paid (“Default Interest”). FF has the right beginning on the date which is the earlier of (i) the date the Registration Statement (as defined below) covering the shares issuable upon conversion of the FFG Notes is declared effective by the Securities and Exchange Commission (the “SEC”) or (ii) one hundred eighty (180) days following the Issue Date to convert all or any part of the outstanding and unpaid principal amount of the FF Note into fully paid and non-assessable shares of our common stock at the conversion price (the “Conversion Price”). The Conversion Price shall be, equal to 7 0 The FF Note contains other customary terms found in like instruments for conversion price adjustments. In the case of an Event of Default (as defined in the Note), the FF Note shall become immediately due and payable in an amount (the “Default Amount”) equal to the principal amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by one hundred twenty-five percent ( 125 %) and interest shall accrue at the rate of Default Interest. Certain events of default will result in further penalties. Default obligations have been waived. Copies of Warrant A, Warrant B and Warrant C are attached as Exhibits 10.4, 10.5 and 10.6 to our current report on Form 8-K dated March 16, 2021. The valuation of the above warrants issued and recorded during the three months ended June 30, 2021 was $ 262,429 See NOTE -G WARRANTS |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE F - DERIVATIVE LIABILITY The derivative liability consists of: SCHEDULE OF DERIVATIVE LIABILITY March 31, 2024 December 31, 2023 Convertible Promissory Note dated March 15, 2021 and June 30, 2021 payable to FirstFire Global Opportunities Fund, LLC, See Note E (i) March 11, 2022 $ - $ - Total derivative liability $ - $ - The Convertible Promissory Notes (the “Notes”) contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. The fair value of the derivative liability is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at December 31, 2020 were (1) stock price of $ .003 .00169 0 142.94 0 .0011 .0071 345 142.94 .07 (i)As discussed in Note A above, warrants with “down round” features (and do not contain variable conversion features) are not subject to derivative liability treatment effective January 1, 2019. THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) |
CAPITAL STOCK AND WARRANTS
CAPITAL STOCK AND WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
CAPITAL STOCK AND WARRANTS | NOTE G - CAPITAL STOCK AND WARRANTS Preferred Stock On July 31, 2018, The Greater Cannabis Company, Inc. (the “Company”) acquired 100 9,411,998 Each share of Series A Convertible Preferred Stock is convertible into 50 shares of common stock and is entitled to 50 votes on all matters as a class with the holders of common stock. On February 14, 2019, the Company issued 9,000,000 Each share of Series B Convertible Preferred Stock was convertible into one share of Company common stock subject to adjustment in case, at the time of conversion, the market price per share of the Company common stock was less than $ 0.075 On September 21, 2021, 300,000 15,000,000 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 5,378,476 19.99 21,527,493 500 80.01 On January 4, 2019, the Company issued 769,785 670 100 0.001 99,302 100,072 769,785 770 On January 4, 2019, the Company issued 695,129 1,400 440,000 0.001 On April 16, 2019, the Company issued 1,384,600 40,500 7,961 131,537 179,998 1,384,600 47,961 On May 29, 2019, the Company issued a total of 542,000 75,880 542,000 THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) On August 15, 2019, the Company issued 175,000 12,250 175,000 On October 18, 2019, the Company entered into two Exchange Agreements with Emet Capital Partners, LLC (“Emet”). The first Exchange Agreement provided for the exchange of three outstanding convertible notes payable to Emet with a total remaining principal balance of $ 20,399 5,189 25,587 6 February 12, 2020 75 15 9,000,000 675,000 2 October 18, 2020 75 15 On November 11, 2019, the Company issued 1,748,363 53,705 2,680 On December 20, 2019, the Company issued 1,468,204 29,000 4,015 On December 24, 2019, the Company issued 637,273 10,000 515 During the three months ended March 31, 2020, the Company issued a total of 21,484,688 165,350 11,793 228,949 406,093 21,484,688 177,143 During the three months ended June 30, 2020, the Company issued a total of 27,563,525 67,082 10,613 132,838 210,532 27,563,525 77,695 During the three months ended September 30, 2020, the Company issued a total of 115,277,834 311,050 18,462 467,554 797,067 115,277,834 329,512 During the three months ended December 31, 2020, the Company issued a total of 261,215,948 325,212 16,849 462,263 804,324 261,215,948 342,061 During the three months ended March 31, 2021, the Company recorded the conversion of note payable ($ 22,500 814 13,795,118 45,525 During the three months ended June 30, 2021, the Company recorded the value of the warrants at $ 262,429 39,000 On July 15, 2021, the Company issued 10,000,000 52,080 .005208 THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) Warrants On March 11, 2021, in connection with the issuance of a Convertible Promissory Note to FirstFire Global Opportunities Fund, LLC (“FF”) (see Note F), we issued three warrants (Warrant A, Warrant B and Warrant C) to purchase shares of our common stock, as follows: Warrant A permits FF to purchase 25,000,000 0.025 Warrant B permits FF to purchase 15,000,000 0.05 Warrant C permits FF to purchase 10,000,000 0.075 Each warrant has other customary terms found in like instruments, including, but not limited to, events of default. In any event of default, the exercise price for each warrant automatically becomes $ 0.005 Copies of Warrant A, Warrant B and Warrant C are attached as Exhibits 10.4, 10.5 and 10.6 to our current report on Form 8-K dated March 16, 2021 and the above summary of the warrant terms are subject to full terms of the applicable warrants. The valuation of the above warrants issued and recorded during the three months ended June 30, 2021 was $ 262,429 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE H - INCOME TAXES The Company and its United States subsidiaries file consolidated Federal income tax returns. Green C Corporation, its Ontario Canada subsidiary, files Canada and Ontario income tax returns. At March 31, 2024 the Company has available for federal income tax purposes a net operating loss carry forward that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company, it is not more likely than not that the benefits will be realized. If there are significant changes in the Company’s ownership, the future use of its existing net operating losses will be limited. All tax years of the Company and its United States subsidiaries remain subject to examination by the Internal Revenue Service. THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE I - COMMITMENTS AND CONTINGENCIES Pharmedica Exclusive License Agreement On June 21, 2018, Green C executed an Exclusive License Agreement with Pharmedica, Ltd. (“Pharmedica”), an Israeli company, to exploit certain Pharmedica intellectual property for the development and distribution of a certain Licensed Product involved in the transmucosal delivery of medicinal or recreational cannabis. The agreement provides for Green C payments to Pharmedica of a $ 100,000 5 50,000 The Company generated only minimal revenues from this asset through December 31, 2019 and did not pay the Year 1 Minimum Annual Royalty of $ 50,000 69,749 69,749 0 On September 2, 2020, Green C notified Pharmedica of Green C’s termination of the Exclusive License Agreement and Green C’s intention to wind up Green C. On September 17, 2020, Pharmedica notified Green C of Pharmedica’s acceptance of Green C’s proposal to terminate the license agreement and Pharmedica’s intention not to burden Green C further. Accordingly, we recorded “Forgiveness of Royalty Payable” other income of $ 50,000 50,000 0 Sub-License Agreement with Symtomax Unipessoal Lda On July 15, 2019, the Company executed a Sub-License Agreement with Symtomax Unipessoal Lda (“Symtomax”). The agreement provides for the Company’s grant to Symtomax of a non-exclusive right and sub-license to use certain Company technology and intellectual property to develop and commercialize products for sale in Europe, the Middle East, and Africa. The agreement provides for Symtomax payments of royalties to the Company (payable monthly) ranging from 10 17 On May 27, 2020, the Company executed an amended and restated sub-license agreement with Symtomax (the “Amended License Agreement”). The term of the Amended License Agreement ends the earlier of (i) August 31, 2021 and (ii) the date that Symtomax is no longer commercializing any of the products. The term is extended for an additional year on each anniversary of the agreement for any country where the royalty payment in respect of such country was equal to or greater than $ 1,000,000 To date, Symtomax has not made any sales requiring the payment of royalties to the Company. Agreements On July 31, 2018, the Company executed Services Agreements with its newly appointed Chief Executive Officer (the “CEO”), for terms of five years. The Agreement provides for a monthly base salary of $ 10,000 30,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE J – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were available to be issued. The Company had no subsequent events that require disclosure. |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations The Greater Cannabis Company, Inc. (the “Company”) was formed in March 2014 as a limited liability company under the name, The Greater Cannabis Company, LLC. The Company was a wholly owned subsidiary of Sylios Corp (“Sylios”) until March 10, 2017. On July 31, 2018, the Company acquired 100 9,411,998 Each share of Series A Convertible Preferred Stock is convertible into 50 94 Green C was incorporated on December 21, 2017 under the laws of the Province of Ontario Canada with its principal place of business in North York, Ontario. Green C was the owner of an exclusive, worldwide license for an eluting transmucosal patch platform (“ETP”) for non-invasive drug delivery in the cannabis field as further described in the exclusive license agreement dated June 21, 2018 with Pharmedica Ltd. (see Note J). After the consummation of the above-described transactions, the Company switched its business model in fiscal 2018 and no longer intended to pursue E-commerce, advertising, licensing (except as specified below) or direct investment operations. Instead, the Company is now engaged in the development and commercialization of innovative cannabinoid therapeutics. From July 2018 through mid-2021, the Company focused on commercializing its own and licensed technologies worldwide for transmucosal and transdermal delivery of legal medical or recreational cannabis (other than in the field of oral care) and cannabinoids. The Company’s initial product was an oral transmucosal patch platform which for provides for loaded actives to be absorbed by the buccal mucosa into the body. Although the Company was able to launch the product and received some limited initial orders, the Company’s management ultimately elected to pursue other opportunities which they believed offered the Company greater potential for growth and ultimate profitability. Accordingly, on October 19, 2021 the Company entered into a license agreement with Shaare Zedek Scientific Ltd. (“SZS”), the technology transfer arm of Jerusalem’s Shaare Zedek Medical Center (SZMC). The license agreement covers the license of SZS’s novel cannabinoid therapeutic focused on treatment of autism, schizophrenia, Parkinson’s disease, Alzheimer’s disease and other neuropsychiatric disorders. Accompanying the license agreement is a joint research and development agreement, which will focus on continuing the clinical program spearheaded by Dr. Adi Aran, M.D. Director of Pediatric Neurology at SZMC, Board Member of the Israeli Society for Pediatric Neurology, and co-inventor of the novel cannabinoid therapy. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of The Greater Cannabis Company, Inc., and its wholly owned subsidiary Biocanrx, Inc. All intercompany balances and transactions have been eliminated in consolidation. THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Interim Financial Statements | Interim Financial Statements The interim financial statements as of March 31, 2024 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the three months ended March 31, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024. Certain information and finance disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes for the year ended December 31, 2023 as included in our report on Form 10-K. |
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 periods presented, the Company had no in cash equivalents. |
Notes and Accounts Receivable | Notes and Accounts Receivable The Company maintains an allowance for doubtful accounts for estimated losses from the failure of its customers to make required payments for products and other consideration delivered. The Company estimates this allowance based on the age of the related receivable, knowledge of the financial condition of customers, review of historical receivables and reserve trends and other pertinent information. If the financial condition of customers deteriorates or an unfavorable trend in receivable collections is experienced in the future, additional allowances may be required. Historically, the Company’s reserves have approximated actual experience. |
Income Taxes | 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 March 31, 2024, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no foreign federal or state tax examinations nor have we had any foreign federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Financial Instruments and Fair Value of Financial Instruments | Financial Instruments and Fair Value of Financial Instruments We follow 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: THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for derivative liabilities, we had no financial assets or liabilities carried and measured on a recurring or nonrecurring basis during the reporting periods. |
Derivative Liabilities | Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. |
Long-lived Assets | Long-lived Assets Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
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 may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values. |
Related Parties | Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party. THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Revenue Recognition | Revenue Recognition Revenue recognition: The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on January 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, in accordance with the following five-step process: ● Identify the contract(s) with a customer ● Identify the performance obligations ● Determine the transaction price ● Allocate the transaction price ● Recognize revenue when the performance obligations are met During the periods presented, all revenue was from sales of cannabis products. The Company has determined the sole performance obligation to be the delivery of the purchased goods to the customers, and as such, recognizes revenue at the time the customer takes possession. |
Advertising Costs | Advertising Costs 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. For the periods presented, the Company excluded 470,599,900 see NOTE E - NOTES PAYABLE TO THIRD PARTIES see NOTE G - CAPITAL STOCK AND WARRANTS THE GREATER CANNABIS COMPANY, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) NOTE A – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on July 1, 2024, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently evaluating the impact of the adoption of ASU 2020-06 on our financial statements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Financial Instruments—Credit Losses (Topic 326) amends guideline on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13 on our financial statements. Other standards not presented are not deemed to be material. |
LOANS PAYABLE TO RELATED PART_2
LOANS PAYABLE TO RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF LOANS PAYABLE TO RELATED PARTIES | Loans payable to related parties consist of: SCHEDULE OF LOANS PAYABLE TO RELATED PARTIES March 31, 2024 December 31, 2023 Loans from Elisha Kalfa and Yonah Kalfa, holders of a total of 2,966,666 $ 180,000 $ 180,000 Loan from Fernando Bisker and Sigalush, LLC, holders of a total of 2,966,666 80,000 80,000 Total $ 260,000 $ 260,000 |
NOTES PAYABLE TO THIRD PARTIES
NOTES PAYABLE TO THIRD PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES | Notes payable to third parties consist of: SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES March 31, 2024 December 31, 2023 Promissory Note dated March 28, 2017 payable to John T. Root, Jr., interest at 4 September 28, 2017 .001 $ 375 $ 375 Convertible Promissory Note dated March 15, 2021 payable to FirstFire Global Opportunities Fund, LLC (“FF”), interest at 6 March 11, 2022 0 0 (i) 171,062 171,062 Total $ 171,437 $ 171,437 (i) On March 15, 2021, we issued a 6 545,000 272,500 22,500 272,500 22,500 March 11, 2022 |
SCHEDULE OF PREPAY AMOUNT AND DATE DESCRIPTION | The FF Note may be pre-paid in whole or in part by paying FF the following premiums: SCHEDULE OF PREPAY AMOUNT AND DATE DESCRIPTION PREPAY DATE PREPAY AMOUNT ≤ 30 days 105% * (Principal + Interest (“P+I”) 31- 60 days 110% * (P+I) 61-90 days 115% * (P+I) 91-120 days 120% * (P+I) 121-150 days 125% * (P+I) 151-180 days 130% * (P+I) |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITY | The derivative liability consists of: SCHEDULE OF DERIVATIVE LIABILITY March 31, 2024 December 31, 2023 Convertible Promissory Note dated March 15, 2021 and June 30, 2021 payable to FirstFire Global Opportunities Fund, LLC, See Note E (i) March 11, 2022 $ - $ - Total derivative liability $ - $ - |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 3 Months Ended | ||
Jul. 31, 2018 | Mar. 10, 2017 | Mar. 31, 2024 | |
Number of shares issued | 26,905,969 | ||
Series A Convertible Preferred Stock [Member] | |||
Anti-dilutive shares excluded from computation | 470,599,900 | ||
Green C Corporation [Member] | Former Share Holders [Member] | |||
Percentage of issued and outstanding shares acquired | 94% | ||
Green C Corporation [Member] | Class A Common Stock [Member] | |||
Percentage of issued and outstanding shares acquired | 100% | ||
Green C Corporation [Member] | Series A Convertible Preferred Stock [Member] | |||
Number of shares issued | 9,411,998 | ||
Common stock, voting rights | Each share of Series A Convertible Preferred Stock is convertible into 50 shares of common stock and is entitled to vote 50 votes per share on all matters as a class with holders of common stock. | ||
Conversion of convertible preferred stock | 50 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 129,323 | $ 166,859 | |
Liabilities, current | 839,333 | ||
Working capital deficit | 710,010 | ||
Net loss | 44,611 | $ 43,068 | |
Cash used from operating activities | $ 37,536 | $ 18,477 |
RIGHT OF FIRST REFUSAL AGREEM_2
RIGHT OF FIRST REFUSAL AGREEMENT (Details Narrative) - KTV [Member] - Commitments [Member] - CBD [Member] | Jan. 30, 2020 USD ($) |
Product Liability Contingency [Line Items] | |
Payment for other invetsment opportunities | $ 25,000 |
Opportunities term | 5 years |
Amortization cost | $ 25,000 |
SCHEDULE OF LOANS PAYABLE TO RE
SCHEDULE OF LOANS PAYABLE TO RELATED PARTIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Total | $ 260,000 | $ 260,000 |
Elisha Kalfa and Yonah Kalfa [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 180,000 | 180,000 |
Fernando Bisker and Sigalush LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 80,000 | $ 80,000 |
SCHEDULE OF LOANS PAYABLE TO _2
SCHEDULE OF LOANS PAYABLE TO RELATED PARTIES (Details) (Parenthetical) - Series A Convertible Preferred Stock [Member] - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Elisha Kalfa and Yonah Kalfa [Member] | ||
Related Party Transaction [Line Items] | ||
Total number of shares convertible | 2,966,666 | 2,966,666 |
Fernando Bisker and Sigalush LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Total number of shares convertible | 2,966,666 | 2,966,666 |
LOANS PAYABLE TO RELATED PART_3
LOANS PAYABLE TO RELATED PARTIES (Details Narrative) | Jul. 31, 2018 USD ($) |
Maximum [Member] | Loan and Contribution Agreements [Member] | |
Repayments of related party debt | $ 1,500,000 |
SCHEDULE OF NOTES PAYABLE TO TH
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||
Total | $ 171,437 | $ 171,437 | |
Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 375 | 375 | |
Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Total | [1] | $ 171,062 | $ 171,062 |
[1]On March 15, 2021, we issued a 6 545,000 272,500 22,500 272,500 22,500 March 11, 2022 |
SCHEDULE OF NOTES PAYABLE TO _2
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES (Details) (Parenthetical) - USD ($) | Jun. 30, 2021 | Mar. 15, 2021 | Mar. 28, 2017 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 24, 2019 | Dec. 20, 2019 | Nov. 11, 2019 |
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate | 24% | |||||||
Debt instrument, principal amount | $ 10,000 | $ 29,000 | $ 53,705 | |||||
Promissory Note [Member] | John T. Root [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate | 4% | |||||||
Debt instrument, maturity date | Sep. 28, 2017 | |||||||
Conversion price | $ 0.001 | |||||||
Convertible Promissory Note [Member] | FirstFire Global Opportunities Fund, LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate | 6% | |||||||
Debt instrument, maturity date | Mar. 11, 2022 | Mar. 11, 2022 | ||||||
Unamortized discount | $ 0 | $ 0 | ||||||
Debt instrument, principal amount | $ 545,000 | |||||||
Proceeds from issuance of convertible debt | 272,500 | |||||||
Debt conversion, original issue discount | $ 22,500 | |||||||
Convertible Promissory Note [Member] | FirstFire Global Opportunities Fund, LLC [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Proceeds from issuance of convertible debt | $ 272,500 | |||||||
Debt conversion, original issue discount | $ 22,500 |
SCHEDULE OF PREPAY AMOUNT AND D
SCHEDULE OF PREPAY AMOUNT AND DATE DESCRIPTION (Details) - FirstFire note [Member] | 3 Months Ended |
Mar. 31, 2024 | |
Less than or Equal to 30 Days [Member] | |
Short-Term Debt [Line Items] | |
Debt prepay amount, description | 105% * (Principal + Interest (“P+I”) |
31 - 60 Days [Member] | |
Short-Term Debt [Line Items] | |
Debt prepay amount, description | 110% * (P+I) |
61 - 90 Days [Member] | |
Short-Term Debt [Line Items] | |
Debt prepay amount, description | 115% * (P+I) |
91 - 120 Days [Member] | |
Short-Term Debt [Line Items] | |
Debt prepay amount, description | 120% * (P+I) |
121 - 150 Days [Member] | |
Short-Term Debt [Line Items] | |
Debt prepay amount, description | 125% * (P+I) |
151 - 180 Days [Member] | |
Short-Term Debt [Line Items] | |
Debt prepay amount, description | 130% * (P+I) |
NOTES PAYABLE TO THIRD PARTIE_2
NOTES PAYABLE TO THIRD PARTIES (Details Narrative) - USD ($) | 3 Months Ended | |||||||||||||
Jun. 01, 2022 | Jul. 15, 2021 | Dec. 24, 2019 | Dec. 20, 2019 | Nov. 11, 2019 | Mar. 31, 2024 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 15, 2021 | |
Short-Term Debt [Line Items] | ||||||||||||||
Shares issued for conversion | 637,273 | 1,468,204 | 1,748,363 | 261,215,948 | 115,277,834 | 27,563,525 | 21,484,688 | |||||||
Principal amount | $ 804,324 | $ 797,067 | $ 210,532 | $ 406,093 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 24% | |||||||||||||
Long term debt description | the date the Registration Statement (as defined below) covering the shares issuable upon conversion of the FFG Notes is declared effective by the Securities and Exchange Commission (the “SEC”) or (ii) one hundred eighty (180) days following the Issue Date to convert all or any part of the outstanding and unpaid principal amount of the FF Note into fully paid and non-assessable shares of our common stock at the conversion price (the “Conversion Price”). The Conversion Price shall be, equal to 70% of the average closing price of our common stock for the five prior trading days prior to the date that a registration statement in respect of the shares into which is the FF Note is convertible is declared effective. | |||||||||||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | In the case of an Event of Default (as defined in the Note), the FF Note shall become immediately due and payable in an amount (the “Default Amount”) equal to the principal amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by one hundred twenty-five percent ( | |||||||||||||
FirstFire note [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Shares issued for conversion | 25,000,000 | 10,000,000 | 64,000,000 | 135,000,000 | ||||||||||
Principal amount | $ 25,000 | $ 64,000 | $ 135,000 | |||||||||||
Conversion price | $ 0.001 | $ 0.005208 | $ 0.001 | $ 0.001 | ||||||||||
FF Note [Member] | FirstFire Global Opportunities Fund, LLC [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt repayment percentage | 125% | |||||||||||||
Second FirstFire Note [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Issuance of warrants | $ 262,429 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total derivative liability | ||
Convertible Promissory Note [Member] | ||
Short-Term Debt [Line Items] | ||
Total derivative liability |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITY (Details) (Parenthetical) | Jun. 30, 2021 | Mar. 15, 2021 |
Convertible Promissory Note [Member] | FirstFire Global Opportunities Fund, LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Mar. 11, 2022 | Mar. 11, 2022 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - Convertible Promissory Note [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | |
Measurement Input, Share Price [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability measurement input | 0.0011 | 0.003 |
Measurement Input, Conversion Price [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability measurement input | 0.0071 | 0.00169 |
Measurement Input, Expected Term [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability, measurement input, term | 345 days | 0 days |
Measurement Input, Price Volatility [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability measurement input | 142.94 | 142.94 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability measurement input | 0.07 | 0 |
CAPITAL STOCK AND WARRANTS (Det
CAPITAL STOCK AND WARRANTS (Details Narrative) | 3 Months Ended | ||||||||||||||||||||||||||||
Jun. 01, 2022 USD ($) $ / shares shares | Sep. 21, 2021 shares | Jul. 15, 2021 USD ($) $ / shares shares | Dec. 24, 2019 USD ($) shares | Dec. 20, 2019 USD ($) shares | Nov. 11, 2019 USD ($) shares | Oct. 18, 2019 USD ($) d | Aug. 15, 2019 USD ($) shares | May 29, 2019 shares | Apr. 16, 2019 USD ($) shares | Apr. 04, 2019 $ / shares shares | Feb. 14, 2019 USD ($) d $ / shares shares | Jan. 04, 2019 USD ($) $ / shares shares | Jul. 31, 2018 shares | May 25, 2017 shares | Mar. 10, 2017 shares | Feb. 03, 2017 shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Sep. 30, 2020 USD ($) shares | Jun. 30, 2020 USD ($) shares | Mar. 31, 2020 USD ($) shares | Jun. 30, 2019 USD ($) shares | Mar. 31, 2019 USD ($) shares | Mar. 15, 2021 | Mar. 11, 2021 $ / shares shares | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued new issues | shares | 26,905,969 | ||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | shares | 637,273 | 1,468,204 | 1,748,363 | 261,215,948 | 115,277,834 | 27,563,525 | 21,484,688 | ||||||||||||||||||||||
Debt instrument, face amount | $ 10,000 | $ 29,000 | $ 53,705 | ||||||||||||||||||||||||||
Interest payable | $ 515 | $ 4,015 | $ 2,680 | ||||||||||||||||||||||||||
Number of shares issued for services | shares | 175,000 | ||||||||||||||||||||||||||||
Fair value of shares charged to other operating expenses | $ 75,880 | ||||||||||||||||||||||||||||
Number of shares charged to other operating expenses | shares | 542,000 | ||||||||||||||||||||||||||||
Fair value of common stock | $ 12,250 | ||||||||||||||||||||||||||||
Debt instrument, interest rate, percentage | 24% | ||||||||||||||||||||||||||||
Excess of fair value | $ 462,263 | $ 467,554 | $ 132,838 | $ 228,949 | |||||||||||||||||||||||||
Debt conversion, converted instrument, amount | 804,324 | 797,067 | 210,532 | 406,093 | |||||||||||||||||||||||||
Liability reduction | $ 342,061 | $ 329,512 | $ 77,695 | $ 177,143 | |||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | shares | 261,215,948 | 115,277,834 | 27,563,525 | 21,484,688 | |||||||||||||||||||||||||
Debt instrument, face amount | $ 325,212 | $ 311,050 | $ 67,082 | $ 165,350 | |||||||||||||||||||||||||
Interest payable | $ 16,849 | $ 18,462 | $ 10,613 | $ 11,793 | |||||||||||||||||||||||||
Notes Payable [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | shares | 13,795,118 | ||||||||||||||||||||||||||||
Interest payable | $ 814 | ||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | 45,525 | ||||||||||||||||||||||||||||
Notes payable | $ 22,500 | ||||||||||||||||||||||||||||
Second FirstFire Note [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Issuance of warrants | $ 262,429 | ||||||||||||||||||||||||||||
Debt conversion, original debt, amount | $ 39,000 | ||||||||||||||||||||||||||||
FirstFire note [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | shares | 25,000,000 | 10,000,000 | 64,000,000 | 135,000,000 | |||||||||||||||||||||||||
Debt instrument, face amount | $ 52,080 | ||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.001 | $ 0.005208 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 25,000 | $ 64,000 | $ 135,000 | ||||||||||||||||||||||||||
Two Consulting Firm Entities [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of shares issued for services | shares | 542,000 | ||||||||||||||||||||||||||||
Emet Capital Partners LLC [Member] | Convertible Warrant Note One [Member] | Two Exchange Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 20,399 | ||||||||||||||||||||||||||||
Interest payable | 5,189 | ||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 25,587 | ||||||||||||||||||||||||||||
Debt instrument, interest rate, percentage | 6% | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 12, 2020 | ||||||||||||||||||||||||||||
Debt instrument, interest rate, percentage | 75% | ||||||||||||||||||||||||||||
Debt convertible threshold trading days | d | 15 | ||||||||||||||||||||||||||||
Emet Capital Partners LLC [Member] | Convertible Warrant Note One [Member] | Second Exchange Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued new issues | shares | 9,000,000 | ||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 675,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate, percentage | 2% | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 18, 2020 | ||||||||||||||||||||||||||||
Debt instrument, interest rate, percentage | 75% | ||||||||||||||||||||||||||||
Debt convertible threshold trading days | d | 15 | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Conversion of stock, shares converted | shares | 15,000,000 | ||||||||||||||||||||||||||||
Emet Capital Partners LLC [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued new issues | shares | 1,384,600 | 695,129 | 1,384,600 | ||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | shares | 769,785 | 769,785 | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 40,500 | $ 670 | |||||||||||||||||||||||||||
Interest payable | 7,961 | $ 100 | |||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
ExcessOfCommonStockValue | 131,537 | $ 99,302 | |||||||||||||||||||||||||||
Fair value of common stock | $ 179,998 | 100,072 | |||||||||||||||||||||||||||
Loss on conversion of debt | $ 47,961 | $ 770 | |||||||||||||||||||||||||||
Number of warrant issued | shares | 1,400 | 440,000 | |||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
FirstFire Global Opportunities Fund, LLC [Member] | Warrant A [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.025 | ||||||||||||||||||||||||||||
Warrant purchase of common stock | shares | 25,000,000 | ||||||||||||||||||||||||||||
FirstFire Global Opportunities Fund, LLC [Member] | Warrant B [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||
Warrant purchase of common stock | shares | 15,000,000 | ||||||||||||||||||||||||||||
FirstFire Global Opportunities Fund, LLC [Member] | Warrant C [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.075 | ||||||||||||||||||||||||||||
Warrant purchase of common stock | shares | 10,000,000 | ||||||||||||||||||||||||||||
FirstFire Global Opportunities Fund, LLC [Member] | Warrant [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.005 | ||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Emet Capital Partners LLC [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued new issues | shares | 9,000,000 | ||||||||||||||||||||||||||||
Preferred stock, conversion basis | Each share of Series B Convertible Preferred Stock was convertible into one share of Company common stock subject to adjustment in case, at the time of conversion, the market price per share of the Company common stock was less than $0.075 per share. | ||||||||||||||||||||||||||||
Preferred stock, conversion price | $ / shares | $ 0.075 | ||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Conversion of stock, shares converted | shares | 300,000 | ||||||||||||||||||||||||||||
Green C Corporation [Member] | Common Class A [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 100% | ||||||||||||||||||||||||||||
Green C Corporation [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued new issues | shares | 9,411,998 | ||||||||||||||||||||||||||||
Preferred stock, conversion basis | Each share of Series A Convertible Preferred Stock is convertible into 50 shares of common stock and is entitled to 50 votes on all matters as a class with the holders of common stock. | ||||||||||||||||||||||||||||
Sylios Corp [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 19.99% | 80.01% | |||||||||||||||||||||||||||
Stock issued new issues | shares | 5,378,476 | 21,527,493 | |||||||||||||||||||||||||||
Common stock, shares held | shares | 500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
May 27, 2020 | Jul. 15, 2019 | Jul. 31, 2018 | Jun. 21, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2020 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | ||||||||
Officers compensation | $ 30,000 | $ 30,000 | ||||||
Pharmedica Ltd [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Royalty expense | $ 50,000 | |||||||
Asset impairment charges | 69,749 | |||||||
Reduction of carrying value of assets | 69,749 | |||||||
Intangible assets, net | $ 0 | |||||||
Sub License Agreement [Member] | Symtomax Unipessoal IDA [Member] | Minimum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Annual royalties rate | 10% | |||||||
Sub License Agreement [Member] | Symtomax Unipessoal IDA [Member] | Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Annual royalties rate | 17% | |||||||
Payments for royalties | $ 1,000,000 | |||||||
Services Agreements [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Officers compensation | $ 30,000 | $ 30,000 | ||||||
Services Agreements [Member] | Chief Executive Officer [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Officers compensation | $ 10,000 | |||||||
Green C Corporation [Member] | Exclusive License Agreement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Cost, direct tax and license | $ 100,000 | |||||||
Annual royalties rate | 5% | |||||||
Royalty expense | $ 50,000 | |||||||
Forgiveness of royalty payable | $ 50,000 | |||||||
Reduction of accrued royalties | 50,000 | |||||||
Accrued royalties | $ 0 |