Attached files
| file | filename |
|---|---|
| EX-99.1 - Greater Cannabis Company, Inc. | ex99-1.htm |
| EX-23 - Greater Cannabis Company, Inc. | ex23.htm |
| 8-K/A - Greater Cannabis Company, Inc. | form8-ka.htm |
THE GREATER CANNABIS COMPANY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
INTRODUCTION
On July 31, 2018, The Greater Cannabis Company, Inc. (the “Company”) acquired 100% of the issued and outstanding shares of Class A common stock of Green C Corporation (“Green C”) in exchange for 9,411,998 newly issued shares of the Company’s Series A Convertible Preferred Stock (the “Exchange”) . Each share of Series A Convertible Preferred Stock is convertible into 50 shares of common stock and is entitled to 50 votes on all matters as a class with the holders of common stock. Since after the Exchange the former shareholder (and its designees) of Green C own approximately 94% of the issued and outstanding voting stock of the Company, Green C is the acquirer for accounting purposes. Prior to the Exchange, the Company had no assets and nominal business operations. Accordingly, the Exchange has been treated for accounting purposes as a recapitalization by the accounting acquirer, Green C, and future financial statements of the Company will reflect the assets, liabilities, and operations of Green C from its inception in December 21, 2017 to July 31, 2018 and combined with the Company thereafter.
The unaudited pro forma condensed combined balance sheet gives effect to the Exchange as of the July 31, 2018 Exchange date.
The unaudited pro forma condensed combined statements of operations give effect to the Exchange as if it had occurred on December 31, 2016. The pro forma adjustments are based on certain assumptions that management believes are reasonable under the circumstances.
The pro forma information is not necessarily indicative of the results that would have been reported had the Exchange actually occurred on the date specified, nor is it intended to project results of operations or financial position for any future period or date.
| F-1 |
THE GREATER CANNABIS COMPANY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
JULY 31, 2018
HISTORICAL
| THE | ||||||||||||||||
| GREATER | ||||||||||||||||
| CANNABIS | ||||||||||||||||
| COMPANY, | GREEN C | Pro Forma | Pro Forma | |||||||||||||
| INC. | CORPORATION | Adjustments | Combined | |||||||||||||
| ASSETS | ||||||||||||||||
| CURRENT ASSETS | ||||||||||||||||
| Cash and cash equivalents | $ | - | $ | 21,376 | $ | - | $ | 21,376 | ||||||||
| Total current assets | - | 21,376 | - | 21,376 | ||||||||||||
| OTHER ASSETS | ||||||||||||||||
| Pharmedica Exclusive License agreement | - | 100,000 | - | 100,000 | ||||||||||||
| Less: accumulated amortization | - | (1,918 | ) | - | (1,918 | ) | ||||||||||
| Total other assets | - | 98,082 | - | 98,082 | ||||||||||||
| TOTAL ASSETS | $ | - | $ | 119,458 | $ | - | $ | 119,458 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||||
| Accounts payable and accrued expenses | $ | 90,724 | $ | - | $ | (a) (62,500) | $ | 28,224 | ||||||||
| Accrued interest | 15,813 | - | (a) (12,567) | 3,246 | ||||||||||||
| Loans payable to related parties | 89,774 | 100,783 | (a) (89,774) | 100,783 | ||||||||||||
| Notes payable to third parties | 88,837 | - | - | 88,837 | ||||||||||||
| Income tax payable | - | 2,456 | - | 2,456 | ||||||||||||
| Derivative liability | 270,502 | - | - | 270,502 | ||||||||||||
| Total current liabilities | 555,650 | 103,239 | (164,841 | ) | 494,048 | |||||||||||
| LONG-TERM LIABILITIES | - | - | - | - | ||||||||||||
| STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Preferred stock | - | - | (b) 9,412 | 9,412 | ||||||||||||
| Common stock | 29,381 | - | 29,381 | |||||||||||||
| Additional paid in capital | 495,994 | - | (a) 164,841 | (429,602 | ) | |||||||||||
| (b) (400,221) | ||||||||||||||||
| (c) (690,216) | ||||||||||||||||
| Accumulated earnings (deficit) | (1,081,025 | ) | 16,219 | (b) 390,809 | 16,219 | |||||||||||
| (c) 690,216 | ||||||||||||||||
| Total stockholders’ equity (deficit) | (555,650 | ) | 16,219 | 164,841 | (374,590 | ) | ||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | - | $ | 119,458 | $ | - | $ | 119,458 | ||||||||
The accompanying notes are an integral part of these statements.
| F-2 |
THE GREATER CANNABIS COMPANY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENTS OF OPERATIONS
FOR THE SEVEN MONTHS ENDED JULY 31, 2018
Historical
| THE | ||||||||||||||||
| GREATER | ||||||||||||||||
| CANNABIS | ||||||||||||||||
| COMPANY, | GREEN C | Pro Forma | Pro Forma | |||||||||||||
| INC. | CORPORATION | Adjustments | Combined | |||||||||||||
| Revenue- | $ | 136 | $ | 95,375 | - | $ | 95,511 | |||||||||
| Cost of goods sold | 72 | - | - | 72 | ||||||||||||
| Gross profit | 64 | 95,375 | - | 95,439 | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Officers compensation | 80,000 | 80,000 | ||||||||||||||
| Selling, general and administrative | 32,538 | 685 | 33,223 | |||||||||||||
| Director compensation | 25,000 | - | 25,000 | |||||||||||||
| Amortization of Pharmedica Exclusive License Agreement cost | - | 1,918 | - | 1,918 | ||||||||||||
| Total operating expenses | 57,538 | 82,603 | - | 140,141 | ||||||||||||
| Net income (loss) from operations | (57,474 | ) | 12,772 | - | (44,702 | ) | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | - | 5,903 | 5,903 | |||||||||||||
| Expense from derivative liability | (27,498 | ) | - | (27,498 | ) | |||||||||||
| Expense from issuance of convertible note to lender in exchange for lender’s waiver of event of default | (20,000 | ) | - | (20,000 | ) | |||||||||||
| Interest expense | (4,235 | ) | - | (4,235 | ) | |||||||||||
| Amortization of debt discounts | (51,263 | ) | - | - | (51,263 | ) | ||||||||||
| Total other income (expenses) | (102,996 | ) | 5,903 | - | (97,093 | ) | ||||||||||
| Income (loss) before income taxes | (160,470 | ) | 18,675 | (141,795 | ) | |||||||||||
| Provision for income taxes | - | 2,456 | - | 2,456 | ||||||||||||
| Net income (loss) | $ | (160,470 | ) | $ | 16,219 | - | $ | (144,251 | ) | |||||||
| Basic and diluted earnings (loss) per common share | $ | (.01 | ) | $ | 162.19 | (162.18 | ) | $ | (.00 | ) | ||||||
| Weighted average shares outstanding-basic and diluted | 29,380,969 | 100 | (100 | ) | 29,380,969 | |||||||||||
The accompanying notes are an integral part of these statements
| F-3 |
THE GREATER CANNABIS COMPANY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(1) General
The Greater Cannabis Company, Inc. (the “Company”) was formed in March 2014 in the State of Florida. Green C Corporation (“Green C”) was incorporated on December 21, 2017 under the laws of the Province of Ontario, Canada. On July 31, 2018, the Company acquired 100% of the issued and outstanding shares of Class A common stock of Green C in exchange for 9,411,998 newly issued shares of the Company’s Series A Convertible Preferred Stock (the “Exchange”).
(2) Pro Forma Adjustments
The following pro forma adjustments have been included in the pro forma condensed combined financial statements:
| a) | To reflect forgiveness of Company debt due Wayne Anderson, CEO of the Company until July 31, 2018, pursuant to Debt Forgiveness, Release and Settlement Agreement dated July 31, 2018 (Exhibit 10.32 of Form 8-K filed with the Securities and Exchange Commission on August 3, 2018) and to reflect forgiveness of Company debt due Sylios Corp and subsidiaries pursuant to Share Exchange Agreement dated July 31, 2018 (Exhibit 2.1 of Form 8-K filed with the Securities and Exchange Commission on August 3, 2018). | |
| (b) | To reflect issuance of 9,411,998 newly issued shares of the Company’s Series A Convertible Preferred Stock ($9,412 par value at $0.001 per share) for the acquisition of Green C pursuant to the Share Exchange Agreement dated July 31, 2018 (Exhibit 2.1 of Form 8-K filed with the Securities and Exchange Commission on August 3, 2018). At July 31, 2018 (after reflecting forgiveness of debt in (a) above), the Company had assets of $0 and liabilities of $390,809. | |
| (c) | To adjust retained earnings to $16,219 (retained earnings of Green C at July 31, 2018) at July 31, 2018 pursuant to “reverse purchase” accounting. |
| F-4 |