January 31, 2023

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GREATER CANNABIS COMPANY, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

6 min read

Company Overview

From July 2018 through mid-2021, Greater Cannabis 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 (“CBD”). While part of the cannabis family, CBD,
which contains less than 0.3% tetrahydrocannabinol (“THC”), the psychoactive
compound that produces the “high” in marijuana, is distinguished from cannabis
by its use, physical appearance and lower THC concentration (cannabis generally
has a THC level of 10% or more). The Company’s initial product was an oral
transmucosal patch platform which 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, Greater Cannabis 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. Shaare Zedek Medical Center, founded in 1901, is one
of the largest multidisciplinary research hospitals in Israel with 1,000 beds
and over 850,000 patient visits a year. The SZMC Center for Research and
Development
has over 300 annual publications of investigator initiated studies
in medical journals in addition to almost 160 clinical trials.

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. Dr. Aran is a world renowned expert in cannabis research
and pediatric neurology and was the principal investigator of the first ever
cannabis research study conducted on autistic children.

Dr. Aran’s pioneering study assessed safety, tolerability and efficacy of CBD
based medical cannabis as an adjuvant therapy for refractory behavioral problems
in children with ASD. The results provided very compelling evidence that medical
cannabis is an effective therapy for children on the autism spectrum. Conditions
in 80% of the children improved, with 62% of parents reporting substantial
improvements. Half of the children had improved communication and 40% reported a
decrease in anxiety. The same children had not shown improvement with
conventional drug therapies. Dr. Aran and his team have now developed a novel
combination therapy that is believed to be significantly more effective than the
cannabis-only formulation that had been used in the aforementioned study. The
Company plans to further develop this therapeutic and conduct clinical studies
to further substantiate its safety and efficacy beginning in neuropsychiatric
disorders.

The clinical studies of the therapeutic are expected to require an investment of
up to $1,000,000 and up to two years to finalize.

The Company’s current business plan is to (i) conduct clinical studies on and
commercialize the cannabinoid-based therapeutic and (ii) concentrate on cannabis
related investment and development opportunities through direct equity
investments, joint ventures, licensing agreements or acquisitions.

On October 7, 2022 the company announced in a press release that it has
submitted a clinical trial application to the Israel Ministry of Health for
approval of a Phase II clinical trial to study the safety and efficacy of its
neuroprotective cannabinoid therapeutic to treat autism related spectrum
disorders (ASD) and other neuropsychiatric illnesses.


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Results of operations


Three months ended September 30, 2022 as compared to three months ended
September 30, 2021

The Company had no revenue during the three months ended September 30, 2022 and
2021.

Our operating expenses for the three months ended September 30, 2022 decreased
$25,034 to $49,304, from $74,338 for the 2021 quarter. Operating expenses
include officers’ compensation and professional fees. The decrease from the 2021
quarter to the 2022 quarter was primarily a result of a reduction of other
operating expenses in the amount of $36,034.

Other income and (expenses) was $(53,472) for the three months ended September
30, 2022
, as compared to $(177,940) for the same quarter in 2021. Loss on
conversion of notes payable increased by $4,716 and amortization of debt
discounts decreased by $117,746.

Our net loss for the three months ended September 30, 2022 was $102,776 as
compared to the net loss of $252,278 for the same quarter in 2021.

Nine months ended September 30, 2022 as compared to nine months ended September
30, 2021

The Company had no revenue during the nine months ended September 30, 2022, as
compared to revenue from sales of its oral transmucosal patch platform of
$12,630 for the nine months ended September 30, 2021. Cost of product sales was
$-0– and $12,655 for the 2022 and 2021 periods respectively and the Company
incurred gross profit (loss) of $25 for the 2021 period. As noted above, the
Company shifted its focus from that product in the second half of 2021.

Our operating expenses for the nine months ended September 30, 2022 decreased
$88,251 to $134,768, from $223,019 for the 2021 period. Operating expenses
include officers’ compensation and professional fees. The decrease from the 2021
period to the 2022 period was primarily a result of a reduction of $31,000 in
officers compensation and decreased other operating expenses of $57,251.

Other income and (expenses) was $(178,099) for the nine months ended September
30, 2022
, as compared to $(182,851) for the same period in 2021. Derivative
liability income decreased by $407,370, loss on conversion of notes payable and
accrued interest to common stock decreased by $318,934, and amortization of debt
discounts decreased by $100,173.

Our net loss for the nine months ended September 30, 2022 was $312,867 as
compared to the net loss of $405,895 for the same period in 2021.

Liquidity and Capital Resources

We had $289,094 cash at September 30, 2022, compared to $377,520 at December 31,
2021
.

At September 30, 2022, we had $307,437 in principal amount of outstanding notes
to third parties compared to $369,095 at December 31, 2021.

The proceeds from loans and convertible debentures as well as cash on hand is
being used to fund the operations of our current operations.

The following table provides detailed information about our net cash flows for
the nine months ended September 30, 2022 and 2021.



                                             September 30,       September 30,
                                                 2022                2021

Net cash used in operating activities $ (88,426 ) $ (156,595 )
Net cash used in investing activities

                     -                   -
Net cash provided by financing activities                 -             500,000
Net increase (decrease) in cash             $       (88,426 )   $       343,405




Critical Accounting Policies and Estimates

The SEC issued Financial Reporting Release No. 60, “Cautionary Advice Regarding
Disclosure About Critical Accounting Policies” suggesting that companies provide
additional disclosure and commentary on their most critical accounting policies.
In Financial Reporting Release No. 60, the SEC has defined the most critical
accounting policies as the ones that are most important to the portrayal of a
company’s financial condition and operating results and require management to
make its most difficult and subjective judgments, often as a result of the need
to make estimates of matters that are inherently uncertain. Based on this
definition, we have identified the following significant policies as critical to
the understanding of our financial statements. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make a variety of estimates and assumptions that affect (i) the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of the date of the financial statements and (ii) the reported
amounts of revenues and expenses during the reporting periods covered by the
financial statements. Our management expects to make judgments and estimates
about the effect of matters that are inherently uncertain. As the number of
variables and assumptions affecting the future resolution of the uncertainties
increase, these judgments become even more subjective and complex. Although we
believe that our estimates and assumptions are reasonable, actual results may
differ significantly from these estimates. Changes in estimates and assumptions
based upon actual results may have a material impact on our results.


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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.

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