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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Greater Cannabis Company, Inc. (Name of Issuer) |
Series A and Series B Preferred Stock (Title of Class of Securities) |
(CUSIP Number) |
John D. Thomas 11616 South State Street, Suite 1504, Draper, UT, 84020 801-816-2536 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/29/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Trafalgar Asset Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,629,665.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Porfirio Sanchez Talavera | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MEXICO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,629,665.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Series A and Series B Preferred Stock |
| (b) | Name of Issuer:
Greater Cannabis Company, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
15 Walker Avenue, Suite 101, Baltimore,
MARYLAND
, 21208. |
| Item 2. | Identity and Background |
| (a) | This statement is being filed jointly by: Trafalgar Asset Management, LLC ("Trafalgar") and Porfirio Sanchez Talavera |
| (b) | Trafalgar is a Delaware limited liability company. Its principal office is located at 11616 South State St Ste 1504, Draper, UT 84020. Mr. Sanchez Talavera's business address is 11616 South State St Ste 1504, Draper, UT 84020. Mr. Sanchez Talavera is a citizen of Mexico. |
| (c) | Trafalgar Asset Management, LLC provides business consulting services and is wholly-owned by Porfirio Sanchez Talavera. Porfirio Sanchez Talavera is the Chief Executive Officer of The Greater Cannabis Company, Inc. |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding. |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Trafalgar Asset Management, LLC is a Delaware limited liability company and Porfirio Sanchez Talavera is a citizen of Mexico. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons acquired the securities described herein pursuant to privately negotiated transactions contemplated by that certain Series A Share Purchase Agreement and that certain Series B Share Purchase Agreement, each dated June 29, 2026. The source and amount of the funds used to acquire such securities are more fully described in such agreements, which were filed as Exhibits 10.1 and 10.2 to the Issuer's Current Report on Form 8-K filed on July 7, 2026, and are incorporated herein by reference. | |
| Item 4. | Purpose of Transaction |
This filing is submitted in connection with the purchase by Trafalgar Asset Management, LLC, a Delaware limited liability company owned and controlled by Porfirio Sanchez Talavera of a controlling interest in The Greater Cannabis Company, Inc., pursuant to which Trafalgar Asset Management, LLC purchased (i) 7,628,665 shares of Series A Preferred Stock; and (ii) 1,000 shares of Series B Preferred Stock from certain shareholders of The Greater Cannabis Company, Inc. representing an aggregate of 28,435,885 votes or 96.62% of the aggregate voting power of outstanding voting securities of The Greater Cannabis Company, Inc. In connection with the acquisition of control, Porfirio Sanchez Talavera was appointed Chief Executive Officer, Chairman of the Board, and a director of the Issuer. The former Chief Executive Officer resigned from all officer positions and agreed to remain as a member of the Board of Directors solely until the expiration of the ten-day period required by Rule 14f-1 under the Securities Exchange Act of 1934, after which his resignation as a director shall become effective. As a result of the Share Purchase, the Reporting Persons possess voting control of the Issuer and have the ability to determine the election of directors and substantially all matters requiring stockholder approval. The Rule 14f-1 waiting period relates solely to the effectiveness of Aitan Zacharin's resignation as a director and does not affect the Reporting Persons' ownership of the securities reported herein or their voting control of the Issuer.
The Reporting Persons intend to review the business, operations, capitalization and strategic opportunities of the Issuer on an ongoing basis and, consistent with such review, may propose or undertake transactions or actions relating to the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Persons beneficially own 7,628,665 shares of Series A Preferred Stock, and 1,000 shares of Series B Preferred Stock of The Greater Cannabis Company, Inc. representing an aggregate of 28,435,885 votes or 96.62% of the aggregate voting power of outstanding voting securities of The Greater Cannabis Company, Inc. |
| (b) | The Reporting Persons have the power to vote, or direct the vote, and dispose of, or direct the disposition of 7,628,665 shares of Series A Preferred Stock, and 1,000 shares of Series B Preferred Stock of The Greater Cannabis Company, Inc., which represent approximately 96.62% of the aggregate voting power of outstanding voting securities of The Greater Cannabis Company, Inc. |
| (c) | Except as described in Items 3 and 4 above, none of the Reporting Persons has effected any transaction in the securities of the Issuer during the past sixty days. |
| (d) | No other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by any Reporting Person |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 3 and 4 is incorporated herein by reference. The securities reported herein were acquired pursuant to the Series A Share Purchase Agreement and the Series B Share Purchase Agreement, copies of which were filed as Exhibits 10.1 and 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2026, and are incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A. Principals of Trafalgar Asset Management, LLC Exhibit B. Joint Filing Agreement Exhibit C. Series A Share Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on July 7, 2026). Exhibit D. Series B Share Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on July 7, 2026) Exhibit E. Escrow Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K filed on July 7, 2026). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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