SEC Company Response from Greater Cannabis Company, Inc. (GCAN) (CIK 0001695473) (TRFA) — Aug 25, 2017
Greater Cannabis Company, Inc. (GCAN) (CIK 0001695473)
Date: Aug. 25, 2017 · CIK: 0001695473 · Accession: 0001493152-17-009865
AI Filing Summary & Sentiment
File numbers found in text: 333-218854
Referenced dates: August 24, 2017
Letter
United States Securities and Exchange Commission Amendment No. 2 to Registration Statement on Form S-1 Filed August 8, 2017 File No. 333-218854
Re: The Greater Cannabis Company, Inc.
Dear Ms. Ransom:
On behalf of the Company, this letter sets forth the responses of the Company to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter dated August 24, 2017 (the “Comment Letter”) regarding the Staff’s review of the Company’s Registration Statement on its Amendment No. 2 to its Form S-1 submitted August 8, 2017 (File No. 333-218854) (the “Filing”). The Company’s responses set forth below correspond to the comments as numbered in the Comment Letter.
Registration Statement on Form S-1
Financial Statement, page F-1
Statement of Cash Flows for the Six Months Ended June 30, 2017 and 2016, page F-7
1. Please explain to us why the change in Cash at Escrow Agent is reflected as an operating cash flow as opposed to a non-cash investing or financing activity.
Response: In response to the Staff’s comments, the Company has revised its Statement of Cash Flows for the Six Months Ended June 30, 2017 and 2016, on page F-7, to properly reflect the “Cash at Escrow Agent” as a Non-Cash Financing Activity.
Exhibit 5.1
2. Please have counsel revise the first sentence of the opinion to provide an opinion regarding all 24,027,493 shares registered. Also, please have counsel revise the last sentence of the second to last paragraph to opine that the 21,527,493 shares already issued and outstanding are legally issued, fully paid and non-assessable, and that the 2,500,000 shares to be issued will be, when sold, legally issued, fully paid and non-assessable. Refer to Staff Legal Bulletin No. 19-Legality and Tax Opinions in Registered Offerings for guidance.
Ms. Ransom, Assistant Director Office of Consumer Products
US Securities and Exchange Commission
August 25, 2017
Response: In response to the Staff’s comments, the Company’s opinion has been revised to opine that the 21,527,493 shares already issued and outstanding are legally issued, fully paid and non-assessable, and that the 2,500,000 shares to be issued will be, when sold, legally issued, fully paid and non-assessable.
Should the Staff have any additional questions or comments regarding the foregoing, please do not hesitate to contact me at (727) 482-1505.
Sincerely,
/s/
Wayne Anderson
Show Raw Text
CORRESP
1
filename1.htm
August
25, 2017
United
States
Securities
and Exchange Commission
100
F Street
Mailstop
3561
Washington,
DC 20549
Re:
The
Greater Cannabis Company, Inc.
Amendment
No. 2 to Registration Statement on Form S-1
Filed
August 8, 2017
File
No. 333-218854
Dear
Ms. Ransom:
On
behalf of the Company, this letter sets forth the responses of the Company to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter dated August 24, 2017 (the
“Comment Letter”) regarding the Staff’s review of the Company’s Registration Statement on its Amendment
No. 2 to its Form S-1 submitted August 8, 2017 (File No. 333-218854) (the “Filing”). The Company’s responses
set forth below correspond to the comments as numbered in the Comment Letter.
Registration
Statement on Form S-1
Financial
Statement, page F-1
Statement
of Cash Flows for the Six Months Ended June 30, 2017 and 2016, page F-7
1.
Please explain to us why the change in Cash at Escrow Agent is reflected as an operating cash flow as opposed to a non-cash investing
or financing activity.
Response:
In response to the Staff’s comments, the Company has revised its Statement of Cash Flows for the Six Months Ended
June 30, 2017 and 2016, on page F-7, to properly reflect the “Cash at Escrow Agent” as a Non-Cash Financing Activity.
Exhibit
5.1
2.
Please have counsel revise the first sentence of the opinion to provide an opinion regarding all 24,027,493 shares registered.
Also, please have counsel revise the last sentence of the second to last paragraph to opine that the 21,527,493 shares already
issued and outstanding are legally issued, fully paid and non-assessable, and that the 2,500,000 shares to be issued will be,
when sold, legally issued, fully paid and non-assessable. Refer to Staff Legal Bulletin No. 19-Legality and Tax Opinions in Registered
Offerings for guidance.
Ms.
Ransom, Assistant Director Office of Consumer Products
US
Securities and Exchange Commission
August
25, 2017
Response:
In response to the Staff’s comments, the Company’s opinion has been revised to opine that the 21,527,493 shares
already issued and outstanding are legally issued, fully paid and non-assessable, and that the 2,500,000 shares to be issued will
be, when sold, legally issued, fully paid and non-assessable.
Should
the Staff have any additional questions or comments regarding the foregoing, please do not hesitate to contact me at (727) 482-1505.
Sincerely,
/s/
Wayne Anderson
Wayne
Anderson,
President
Cc:
John T. Root, Jr.