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
Date of report (Date of earliest event reported): January 26, 2018
The GREATER CANNABIS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Florida 333-2188574 30-0842570 (State
or Other Jurisdiction of Incorporation) (Commission
File Number) (IRS
Employer Identification No.) 244
2nd Ave N. Suite 9, St. Petersburg, FL 33701 (Address
of principle executive offices) (727)
482-1505 (Registrant’s
telephone number, including area code) 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: Item
4.02 Non-reliance on Previously Issued Financial Statements On
January 26, 2018, the Board of Directors of The Greater Cannabis Company, Inc. (the “Company”) determined that the
Company’s previously issued unaudited and unreviewed consolidated financial statements for the three and nine-month periods
ended September 30, 2017 filed in a Form 10-Q on November 20, 2017 should no longer be relied upon. Due
to financial constraints, the Company was unable to pay Michael T. Studer CPA P.C. (“Studer”), our independent
registered public accounting firm, to commence and complete its review of the consolidated financial statements contained in our
Form 10-Q for the quarterly period ended September 30, 2017. The Form 10-Q for the quarterly period ended September 30,
2017 is likely to contain possible material financial statements errors and/or deficient disclosures. Accordingly, these previously
issued financial statements should no longer be relied on. The
Company has discussed the matter disclosed in this Form 8-K with Studer. Studer concurs with the Company’s filing
of this Form 8-K to state that such financial statements should no longer be relied on. SEC
rules require that financial statements of issuers included in Forms 10-Q be reviewed by the issuer’s independent registered
public accounting firm. At such time that the Company obtains sufficient cash to pay Studer and Studer has completed its review
of the consolidated financial statements contained in the Form 10-Q for the quarterly period ended September 30, 2017, we will
file an amended Form 10-Q for such period. SIGNATURE Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The Greater Cannabis Company, Inc.
Date:
February 6, 2018
By:
/s/ Wayne Anderson
Name:
Wayne Anderson
Title:
President