Amended Annual Report (10-k/a)
December 27 2018 - 6:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
(Mark
One)
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☒
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ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year
Ended December 31, 2017
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Or
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☐
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TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition
Period From
to
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Commission
File Number 000-26108
AMERICAN
CANNABIS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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90-1116625
(I.R.S. Employer
Identification No.)
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5690
Logan Street, Unit A
Denver, Colorado
(Address of principal executive offices)
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80216
(Zip Code)
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(303) 974-4770
(Registrant's telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
None
Title
of each class
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $0.00001 Par Value
(Title
of each class)
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K ((§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
(Do not check if a
smaller reporting company)
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Smaller
reporting company ☒
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value
of common equity held by non-affiliates of the Registrant as of December 26, 2018 was approximately $14,406,677.
As of December 26, 2018, 51,513,064
of common stock, par value $0.00001, were issued and outstanding.
EXPLANATORY
NOTE
American
Cannabis Company, Inc (the “Company”) is filing this Amendment to its annual filing Form 10-K ( File number 000-26108)
solely to file the XBRL previous filing on December 26, 2018 . This Amendment does not modify any part of the Form 10-K filing
that has already been submitted.
(a)(3) Exhibits
Exhibit
No
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Exhibit
Title
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Filed
Herewith
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Form
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Filing
Date
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2
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Plan of Acquisition, Reorganization, Arrangement, Liquidation or Recession
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14A
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5/16/2000
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2.1
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Plan of Acquisition, Reorganization, Arrangement, Liquidation or Recession
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14c
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4/16/2013
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2.2
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Plan of Acquisition, Reorganization, Arrangement, Liquidation or Recession
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14c
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9/09/2014
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3(i)
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Articles
of Incorporation
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SB-2
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10/12/1995
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3(i)(a)
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Amendment to Articles of Incorporation
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14A
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5/16/2000
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3(i)(b)
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Amendment to Articles of Incorporation
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14c
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4/16/2013
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3(i)(c)
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Amendment to Articles of Incorporation
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14c
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9/09/2014
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3(i)(c)
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Amendment to Articles of Incorporation
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8-K
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10/3/2014
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3(ii)
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By
Laws
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SB-2
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10/12/1995
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10
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Material Contracts
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14c
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9/09/2014
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16
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Letter RE Change in Certifying Public Accountant
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8-K
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02/17/2015
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17
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Disclosures on Departures of Directors
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8-K
14c
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10/03/2014
9/09/2014
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31.1
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Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)
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X
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31.2
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Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a)
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X
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32.1
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Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
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X
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32.2
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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* In accordance with Rule 406T
of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or
prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of
the Exchange Act of 1934, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 27, 2018
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AMERICAN CANNABIS COMPANY, INC.
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By:
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/s/Terry
Buffalo
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Terry Buffalo
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Principal Executive
Officer
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KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Corey Hollister and Jesus M
Quintero and each of them, with full power of substitution and re-substitution and full power to act without the other, as his
or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on
behalf of each person, individually and in each capacity stated below, and to file, any and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents
or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Signature
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Title
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Date
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/S/ Terry
Buffalo
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Principal Executive Officer and Director
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December 27, 2018
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Terry Buffalo
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/S/ Michael
Schwanbeck
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Principal Financial Officer
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December 27, 2018
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Michael Schwanbeck
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/S/ Ellis
Smith
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Chief Development Officer and Director
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December 27, 2018
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Ellis Smith
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/S/ Tad
Mailander
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Director
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December 27, 2018
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Tad Mailander
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