UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  December 21, 2016


CANNASYS, INC.
(Exact name of registrant as specified in its charter)
         
Nevada
 
000-54476
 
88-0367706
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer
incorporation or organization)
     
Identification No.)
         
1350 17th Street, Suite 150
   
Denver, Colorado
 
80202
(Address of principal executive offices)
 
(Zip code)
     
Registrant's telephone number, including area code:
 
Phone: (720) 420-1290
     
n/a
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 3.02—UNREGISTERED SALES OF EQUITY SECURITIES

From December 21, 2016, through January 17, 2017, CannaSys, Inc. issued 367,223,148 shares of its common stock to various investors pursuant to the terms of their respective outstanding convertible promissory notes. The convertible promissory notes were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. Each of the investors is either an "accredited investor" as defined in Rule 501(a) of Regulation D or a sophisticated investor able to bear the risks of the investment. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

The following table reflects the amounts of principal converted, and the corresponding number of shares issued, in connection with outstanding convertible promissory notes for the days in December, 2016:

Date
Note Holder
Price
Shares Issued
 
Amount Converted
           
12/21/2016
Adar Bays LLC
$0.0008
8,750,000
 
$    7,000.00
12/21/2016
EMA Financial LLC
0.001
10,632,000
 
10,632.00
12/22/2016
Black Forest Capital LLC
0.0008
7,800,000
 
6,240.00
12/27/2016
EMA Financial LLCs
0.001
12,470,000
 
12,470.00
12/27/2016
Adar Bays LLC
0.0016
11,677,419
 
18,100.00
12/28/2016
Microcap Equity Group LLC
0.0008
9,333,333
 
7,000.00
12/28/2016
Adar Bays LLC
0.0008
12,076,129
 
9,359.00
12/28/2016
Adar Bays LLC
0.0008
13,281,290
 
10,293.00
12/28/2016
Black Forest Capital LLC
0.0008
7,452,710
 
5,775.85
12/28/2016
EMA Financial LLC
0.001
13,714,000
 
13,714.00
12/29/2016
Adar Bays LLC
0.008
16,069,355
 
12,453.75
12/30/2016
Adar Bays LLC
0.008
16,000,000
 
12,000.00
     
139,256,236
 
$125,037.60


On December 29, 2016, we issued 1,500,000 shares of our common stock to B44 LLC in exchange for services rendered and valued at $3,000.

On December 29, 2016, we issued 200,000 shares of our common stock to Rachel Bould in exchange for services rendered and valued at $200.

On December 29, 2016, we issued 200,000 shares of our common stock to Michael Beck in exchange for services rendered and valued at $200.
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The following table reflects the amounts of principal converted, and the corresponding number of shares issued, in connection with outstanding convertible promissory notes for the days in January, 2017:

Date
Note Holder
Price
Shares Issued
 
Amount Converted
           
01/03/2017
EMA Financial LLC
$0.001
17,400,000
 
$  17,400.00
01/04/2017
EMA Financial LLC
0.001
19,200,000
 
19,200.00
01/05/2017
Black Forest Capital LLC
0.0008
10,000,000
 
7,750.00
01/05/2017
Adar Bays LLC
0.0008
18,637,742
 
14,444.25
01/06/2017
EMA Financial LLC
0.001
21,704,000
 
21,704.00
01/11/2017
Black Forest Capital LLC
0.0008
15,000,000
 
11,625.00
01/13/2017
Microcap Equity Group LLC
0.0008
22,851,306
 
17,138.48
01/13/2017
Black Forest Capital LLC
0.0008
20,000,000
 
15,500.00
01/13/2017
EMA Financial LLC
0.001
24,556,110
 
24,556.11
01/17/2017
Black Forest Capital LLC
0.0008
22,000,000
 
17,050.00
01/17/2017
Tangiers Investment Group LLC
0.0007
21,569,061
 
15,044.42
01/17/2017
Microcap Equity Group LLC
0.0008
13,148,693
 
9,861.52
01/18/2017
Black Forest Capital LLC
0.0008
22,500,000
 
17,437.50
01/18/2017
Kodiak Capital Group LLC
0.0004
52,000,000
 
20,800.00
     
300,566,912
 
$229,511.28


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
CANNASYS, INC.
   
     
Dated: January 19, 2017
By:
/s/ Michael A. Tew
   
Michael A. Tew, Chief Executive Officer
 
 
 
 
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