SecProbe.io

Mailstop 3561

July 1 4, 2017

Wayne Anderson
President
The Greater Cannabis Company, Inc.
244 2nd Ave N., Suite 9,
St. Petersburg, FL 33701

Re: The Greater Cannabis Company, Inc.
Registration Statement on Form S-1
Filed June 20, 2017
  File No. 333-218854

Dear Mr. Anderson :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendme nt is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. The number of shares you ar e attempting to register appears to represent a substantial
percentage of the company´s outstanding shares held by non -affiliates.  Given the size of
the offering, it appears that this may be a primary offering that can only proceed on an at -
the-market bas is if the company is eligible to conduct a primary offering on Form S -3.
Please advise regarding your basis for determining that the resales of common shares by
Jimmy Wayne Anderson, Alpco, Scottrade Inc., National Financial Services LLC and
Emet Capital Partners, LLC  are appropriately characterized as transactions eligible to be
made pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933, as amended.  Please
refer to Question 612.09 of the Division's Compliance and Disclosure Interpretations for
Secu rities Act Rules.

Wayne Anderson
The Greater Cannabis Company, Inc.
 July 1 4, 2017
 Page 2

 Prospectus Summary

The Offering, page 10

2. Please tell us why you include the 2.5 million common shares issuable upon conversion
of the convertible note issued to EMET in the number of shares of common stock issued
and outstanding befor e and after this offering.  In this regard, we note your disclosure that
the shares reserved in the EMET transaction will not be issued until you receive a Notice
of Conversion from EMET.

Selling Shareholders, page 28

3. We note that certain selling stock holders appear to be broker -dealers or affiliates of
broker -dealers notwithstanding your disclosure to the contrary in the last sentence of the
first paragraph of this section.  Please identify all direct or indirect selling stockholders
who are registered  broker -dealers or affiliates of broker -dealers, if any.  Please note that a
registration statement registering the resale of shares being offered by a broker -dealer
must identify the broker -dealer as an underwriter if the shares were not issued as
underwr iting compensation.  For a selling stockholder that is an affiliate of a broker -
dealer, the prospectus must state that: (1) the seller purchased in the ordinary course of
business and (2) at the time of purchase of the securities you are registering for re sale, the
seller had no agreements or understandings, directly or indirectly, with any person, to
distribute securities; if you are unable to make these statements in the prospectus, please
disclose that the seller is an underwriter.  Please revise or advi se.

4. Please explain why the beneficial ownership before the offering of Mr. Anderson, Alpco
and Scottrade, Inc. set forth in this table differs from the beneficial ownership of such
entities set forth in the table on page 62.  In addition, please confirm, if true, that you
have disclosed any material relationships between you and Alpco, includin g any material
relationship during the last three years between you and any persons (entities or natural
persons) who have control over Alpco.   If you have not disclosed such information,
please revise to do so.   Refer to Regulation S -K Compliance and Disc losure
Interpretation 140.02 for more information.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
54

5. Please update disclosures in this section to include the interim period financial
statements .

6. Please revise  to discuss your plan of operations  for the next twelve months.  Please
include detailed milestones of your business plan, the costs associated with each

Wayne Anderson
The Greater Cannabis Company, Inc.
 July 1 4, 2017
 Page 3

 milestone, and the time frame for implementing each milestone.  In addition, please
revise to discuss the nature of any agreements you have with suppliers of the products
you intend to sell; if there are any material risks associated with such agreements, such as
the risk that the loss of any suppliers will jeopardize your business, please include
appropriate disclosure in the Risk Factors section of your prospectus, as well.

Recent Developments, page 54

7. We note your disclosure regarding the “partial spi n-off” of the registrant from Sylios
Corp.  Please give us your analysis addressing the exemption from registration that was
relied upon in connection with the spin -off.  Please consult Staff Legal Bulletin No. 4 for
further information.

Directors, Execu tive Officers, Promoters, and Control Persons, page 59

8. Please describe the principal business of Sylios Corp.  See Item 401(e) of Regulation S -
K.

Executive Compensation, page 60

9. We note you issued 2,000,000 shares of common stock to your sole officer fo r services
rendered.  Please provide the information specified in Item 402(n)(2) of Regulation S -K
concerning the compensation of your named executive officer for each of your last two
completed fiscal years, in a Summary Compensation Table in the tabular format specified
in Item 402(n)(1) of Regulation S -K.

Notes to the Consolidated Financial Statements

Note B – Going Concern, page F -15

10. We note your disclosure that there are conditions which raise substantial doubt about
your ability to continue as a going concern.  However, based on your disclosures, it is not
clear whether you believe the substantial doubt is alleviated as a result of c onsideration of
management’s plans; or if after consideration of management’s plans, substantial doubt
continues to exist about your ability to continue as a going concern within one year after
the date the financial statements were issued.  Please refer t o ASC 205 -40-12 and 13 and
revise your disclosures accordingly to clarify.

Note C – Artemis Licensing Agreement, page F -16

11. Please disclose why you failed to pay the $100,000 due within 60 days of the July 31,
2014 agreement date.

Wayne Anderson
The Greater Cannabis Company, Inc.
 July 1 4, 2017
 Page 4

12. Please tell us whet her Artemis Dispensing Technologies is and/or was a related person as
defined in Item 404 of Regulation S -K.

13. Please disclose whether the license agreement remains in effect, given your failure to pay
the $100,000 due within 60 days of the July 31, 2014 agreement date, the failure of
Artemis to deliver any prototype, and the expiration of the initial term of the agreement.
In this regard, we note the terms of Section 8.0 and Schedule D of the agreement.   If you
believe that the agreement remains in effect , please disclose the current status of the
agreement and of the parties’ obligations and intentions thereunder.

14. Please tell us why your website www.greatercannabiscompany.com  still discusses the
licensing agreement with Artemis Dispensing Technologies a nd does not explain that you
failed to pay the $100,000 due within 60 days of the July 31, 2014 agreement date, that
Artemis failed to deliver any prototype, and that the initial term of the licensing
agreement expired .

Signatures, page 73

15. Please revise the second signature block to identify your controller or principal
accounting officer , as well as your principal financial officer , or the persons performing
those roles.  Refer to the Instructions to the Signatures section of Form S -1.

Exhibit 5.1

16. We note your opinion in the penultimate paragraph that the “Shares.  . . when distributed
will be legally issued, fully paid and non -assessable.”  It appears that the quoted language
applies only to the 2,500,000 of the 24,027,342 Shares covered by the registration
statement that are not yet issued and outstanding.  Please  revise the opinion to also opine
that the Shares that are currently issued and outstanding are legally issued, fully paid and
non-assessable, if true.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for accel eration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Wayne Anderson
The Greater Cannabis Company, Inc.
 July 1 4, 2017
 Page 5

 You m ay contact Ta Tanisha Meadows , Staff Accountant,  at 202-551-3322  or Robyn
Manuel , Staff Accountant , at 202-551-3823  if you have questions regarding comments on the
financial statements and related matters.  Please contact Jacqueline Kaufman, Staff Attorney, at
202-551-3797, Lilyanna Peyser , Staff Attorney, at 202 -551-3222 , or me at 202-551-3720  with
any other q uestions.

Sincerely,

 /s/ Lilyanna Peyser for

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc:  John T. Root, Jr.