8-K
Greater Cannabis Company, Inc. (GCAN)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
January25, 2023
Date
of Report (Date of earliest event reported)
TheGreater Cannabis Company Inc.
(Exact Name of Registrant as Specified in Charter)
| Florida | 000-56027 | 30-0842570 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
15Walker Ave, Suite 101
Baltimore,MD 21208
(Address of Principal Executive Offices)
(443)738-4051
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| None | GCAN | None |
As used in this Current Report on Form 8-K (this “Current Report”), and unless otherwise indicated, the terms “theCompany,” “GCAN,” “we,” “us” and “our” refer to The Greater Cannabis Company Inc. and its subsidiaries.
| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
|---|---|
| (a) | Fruci<br> & Associates II, PLLC |
| --- | --- |
(i) On January 25, 2023, the Company ended the engagement of Fruci & Associates II, PLLC (“Fruci”) as GCAN’s independent registered public accounting firm. The decision to end the engagement of Fruci & Associates II, PLLC was approved by unanimous written consent of the Company’s board of directors on January 25, 2023.
(ii) The reports of Fruci on the Company’s consolidated financial statements for the year ended December 31, 2021, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports on the Company’s consolidated financial statements contained an explanatory paragraph in respect to the substantial doubt about its ability to continue as a going concern.
(iii) During the Company’s most recent fiscal year ended December 31, 2021, and the subsequent interim period through the date of this Current Report, (a) there have been no disagreements with Fruci, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Fruci, would have caused Fruci to make reference to the subject matter of the disagreement in connection with its reports; (b) no such disagreement was discussed with our board of directors as a whole; and (d) there have been no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
(iv) Fruci has provided us with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating it agrees with the statements in part (a) of Item 4.01 of this Current Report. A copy of the letter is filed concurrently herewith as Exhibit16.1.
| (b) | Engagement of Olayinka Oyebola & Co |
|---|
(i) Effective January 25, 2023, GCAN engaged Olayinka Oyebola & Co (“Olayinka”) as its independent public registered accounting firm. The engagement of Olayinka was approved by the unanimous written consent of the Company’s board of directors on January 25, 2023.
(ii) During the Company’s two most recent fiscal years ended December 31, 2021 and December 31, 2020, and the subsequent interim period through the date of this Current Report, we did not consult with Olayinka regarding either (a) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (b) any matter that was either the subject of a disagreement or a “reportable event” as defined in Item 304(a)(1)(iv) and (v) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No | Description |
|---|---|
| 16.1 | Letter from Fruci & Associates II, PLLC |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Greater Cannabis Company, Inc. a Florida corporation | ||
|---|---|---|
| Dated:<br> January 26, 2023 | By: | /s/ Aitan Zacharin |
| Chief<br> Executive Officer |
Exhibit****16.1
| January<br> 25, 2023 | |
|---|---|
 |
United<br> States Securities and Exchange Commission<br><br> <br>100<br> F Street, NE<br><br> <br>Washington<br> D.C. 20549 |
| Re: The Greater Cannabis Company, Inc. | |
| Members of: WSCPA AICPA PCPS | We<br> have read The Greater Cannabis Company, Inc.’s statements included under Item 4.01 of its Form 8-K dated January 25, 2023,<br> and we agree with such statements as they relate to our firm. |
| We<br> hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K. | |
| 802 North Washington PO Box 2163 Spokane, Washington 99210-2163 | Sincerely, |
| P 509-624-9223 TF 1-877-264-0485 mail@fruci.com www.fruci.com |  |