Company Overview

Our current business focus is on commercializing our 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") (collectively, the "Technology"). 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 is an oral transmucosal patch platform which provides for loaded actives to be absorbed by the buccal mucosa into the body.

On December 5, 2019, the Company received its first purchase order for 125,000 oral patches employing the Technology, which was filled in the second quarter of 2020. The Company has subsequently received and is negotiating additional orders for the oral patches.

The Company intends to continue to commercialize the Technology by sublicensing or partnering with companies in the legal cannabis and CBD industries to bring the product to market. Potential partners include licensed producers, distributors, processors, consumer product and pharmaceutical companies. The Company intends to focus on the North American market in legal medical and recreational cannabis and CBD segments.

The Company is pursuing additional business opportunities in the CBD space, including in cosmetic, beauty, and health and wellness products. The Company is also seeking to license cannabinoid therapeutic technologies from medical and academic institutions with the intention of advancing those technologies through clinical studies, product development, and commercialization.

On July 21, 2021, GCAN entered into a License Agreement and a Research Agreement, with Shaare Zedek Medical Center in Jerusalem, Israel, pursuant to which GCAN (a) licensed the rights to a CBD formulation developed at Shaare Zedek as a therapeutic for treatment of autism related spectrum disorders (ASD), attention deficit syndrome (ASD), Alzheimer's disease (AD), Parkinson's disease (PD) and other neuropsychiatric disorders in children and adolescents; and (b) agreed to sponsor further clinical research at Shaare Zedek with respect to commercialization of the licensed CBD formulation.

Effects of the COVID-19 Pandemic on Our Business

Since March 2020 there has been and there continues to be a significant and growing volatility and uncertainty in the global economy due to the worldwide Covid-19 pandemic affecting all business sectors and industries. The fulfillment of our first order of patches was delayed from the first quarter to the second quarter of 2020 due to the COVID-19 shutdowns in the United States. Moreover, our customers and suppliers could be further adversely affected as a result of additional or future quarantines, facility closures and logistics restrictions imposed or which otherwise occur in connection with the pandemic. More broadly, the high degree unemployment resulting from the pandemic could potentially lead to an extended economic downturn, which would likely decrease spending, adversely affect demand for our products and harm our business, results of operations and financial condition. At this time, we cannot accurately predict the long-term effects the COVID-19 pandemic will have on our business.





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Results of Operations

Nine months ended September 30, 2021, as compared to nine months ended September 30, 2020

For the nine months ended September 30, 2021, the Company generated $12,630 sales, as compared to $48,044 in the 2020 period.

For the nine months ended September 30, 2021, our cost of sales was $12,655, as compared to $48,090 in the same period in 2020.

Our operating expenses in the nine months ended September 30, 2021 amounted to $223,019, as compared to $240,879 in the 2020 period.

Our net loss for the nine months ended September 30, 2021, was $405,895, as compared to a net loss of $568,380 in the same period of 2020.

Three months ended September 30, 2021, as compared to three months ended September 30, 2020

For the three months ended September 30, 2021, the Company generated $0 in sales, as compared to $0 in the 2020 quarter.

For the three months ended September 30, 2021, our cost of sales was $0, as compared to $0 in the same quarter in 2020.

Our operating expenses in the three months ended September 30, 2021 amounted to $0, as compared to $0 for the 2020 quarter.

Our net loss for the three months ended September 30, 2021, was $252,278, as compared to a net loss of $459,260 during the same quarter in 2020.

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or our financial position. Amounts shown for costs and expenses reflect historical cost and do not necessarily represent replacement cost. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Liquidity and Capital Resources

We had $446,358 cash at September 30, 2021, compared to $112,953 at December 31, 2020.

At September 30, 2021, we had $298,756 in principal amount of outstanding notes to third parties compared to $22,875 at December 31, 2020.

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

On March 15, 2021, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with FirstFire Global Opportunities Fund, LLC ("FFG") pursuant to which it issued to FFG an initial 6% convertible note to FFG in the principal amount of $272,500, of which $22,500 constituted an original issue discount. On June 28, 2021, the Company issued a second 6% convertible note to FFG in the principal amount of $272,500, of which $22,500 constituted an original issue discount (the first and second promissory notes being collectively, the "FFG Notes").

The FFG Notes bear interest at the rate of six percent (6%) per annum, which accrues from the date of funding of and will mature on March 11, 2021. The FFG Notes may be pre-paid in whole or in part by paying FFG the following premiums:





PREPAY DATE    PREPAY AMOUNT
? 30 days      105% * (Principal + Interest ("P+I")
31- 60 days    110% * (P+I)
61-90 days     115% * (P+I)
91-120 days    120% * (P+I)
121-150 days   125% * (P+I)
151-180 days   130% * (P+I)

Any amount of principal or interest on the FFG Notes, which is not paid when due shall bear interest at the rate of twenty-four (24%) per annum from the due date thereof until the same is paid ("Default Interest").





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FFG has the right beginning on The earlier of (i) the date a registration statement covering the shares issuable upon conversion of the FF Note is declared effective by the Securities and Exchange Commission (the "SEC") or (ii) (one hundred eighty (180) days following the issuance of the first FFG Note, to convert all or any part of the outstanding and unpaid principal amount of the FFG Notes and accrued but unpaid interest thereon into shares of our common stock at a conversion price equal to the lower of $.01 or 70% of the 5-day average prior to the date the registration statement is qualified, $0.0052 per share (the "Conversion Price"). The Conversion Price of the FFG Notes is subject to adjustment for stock splits, stock dividends, recapitalizations or other customary events. In the case of an Event of Default (as defined in the FFG Notes), the FFG Notes shall become immediately due and payable in an amount (the "Default Amount") equal to the principal amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment, multiplied by one hundred twenty-five percent (125%). and interest shall accrue at the rate of Default Interest. Certain events of default will result in further penalties.

Pursuant to the Securities Purchase Agreement, on March 15, 2021, the Company also issued three warrants to FFG (the "Warrants") to purchase 25,000,000, 15,000,000 and 10,000,000 shares of our common stock, respectively. The Warrants are exercisable for a period of eighteen (18) months from issuance, at exercise prices of $0.025, $0.05 and $0.075, respectively. The exercise prices are subject to adjustment for stock splits, stock dividends, recapitalizations or other customary events.

On March 15, 2021, the Company also entered into a registration rights agreement (the "Registration Rights Agreement") with FFG, pursuant to which it agreed to prepare and file with the SEC registration statement or registration statements (as is necessary) covering the resale of all of the shares of common stock into which the FFG Notes are convertible and the shares issuable upon exercise of the Warrants. The initial registration statement was declared effective by the SEC on June 28, 2021. On June 29, 2021 and July 15, 2021, FFG converted $25,858 and $52,080 in principal and interest under the FFG Notes into 5,000,000 and 10,000,000 shares of our common stock, respectively.

The following table provides detailed information about our net cash flows for the nine months ended September 30, 2021 and 2020.

September 30,       September 30,
                                                 2021                2020

Net cash used in operating activities $ (156,595 ) $ (260,698 ) Net cash used in investing activities

                     -             (25,000 )
Net cash provided by financing activities           500,000             439,668
Net increase in cash                        $       343,405             153,970

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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