Current Report Filing (8-k)
August 23 2018 - 6:07AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
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):
August 16, 2018
AMERICAN
CANNABIS COMPANY, INC.
(Exact Name
of Registrant as Specified in its Charter)
Delaware
(State
or other jurisdiction of incorporation or organization)
|
Commission
File Number
000-26108
|
90-1116625
(I.R.S.
Employer
Identification
Number)
|
5690 Logan
St # A, Denver, Colorado 80216
(Address of
Principal Executive Offices and Zip Code)
(303)
974-4770
(Issuer's telephone
number)
(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))
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [
]
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. [ ]
Section 4 - Matters Related
to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s
Certifying Accountant.
(a)
On August 16, 2018, the Registrant dismissed Malone Bailey as its principal accountant to audit the Registrant’s financial
statements. During Malone Bailey’s engagement, it did not issue any reports on the Registrant’s financial statements.
The dismissal of Malone Bailey was approved by the Registrant’s board of directors. During the two most recent fiscal years,
and any subsequent interim period through the date of dismissal, there have been no disagreements with Malone Bailey or certain
other reportable events. Pursuant to Item 304(a)(3) of Reg. SK, prior to this filing the Registrant provided Malone Bailey with
a copy of its disclosures, and requested Malone Bailey to provide the Registrant with a letter addressed to the Commission indicating
whether it agrees with the Registrant’s disclosures. Included herewith as an Exhibit is the letter the Registrant received
from Malone Bailey.
(b) On August
22, 2018, the Registrant engaged L&L CPAs as its principal accountant to audit the Registrant’s financial statements.
During the Registrant’s two most recent fiscal years, and any subsequent interim period prior to engaging L&L CPA’s,
neither the Registrant nor anyone acting on its behalf consulted with L&L CPAs regarding (i) either the application of any
accounting principles to a specific completed or contemplated transaction of the Registrant, or the type of audit opinion that
might be rendered by L&L CPAs on the Registrant’s financial statements; or (ii) any matter that was either the subject
of any disagreement with the Registrant’s former independent auditor, Malone Bailey, or any reportable event with respect
to Malone Bailey.
Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(b) On August
21, 2018, R. Leslie Hymers, III, the Registrant’s Chief Financial Officer, resigned his position. On April 21, 2018, the
Registrant appointed Michael Schwanbeck, age 26, as its Chief Financial Officer. Mr. Schwanbeck does not have a family relationship
with any director, executive officer, or person nominated or chosen by the Registrant to become a director or executive officer.
Since the
beginning of the Registrant's last fiscal year to the effective date of Mr. Schwanbeck’s appointment, Mr. Schwanbeck has
not been a participant, nor has he had any direct or indirect material interest in any transaction in which the Registrant was
or is to be a participant, and the amount involved exceeded $120,000.
Mr. Schwanbeck
agreed to render services as Chief Financial Officer to the Registrant. Mr. Schwanbeck’s duties include but are not limited
to: providing such services and fiduciary duties as are provided by a Chief Financial Officer of a publicly traded fully reporting
company in compliance with the 1934 Securities and Exchange Act, the 2002 Sarbanes-Oxley Act, and the Rules and Regulations promulgated
by the Securities and Exchange Commission. The Registrant agreed to compensate Mr. Schwanbeck with an annual salary of $60,000.00,
and an annual cashless warrant to receive 25,000 shares of common stock.
Mr.
Schwanbeck’s professional background includes tax accounting and managing income tax returns for corporations, s-corps,
partnerships, and individuals. Mr. Schwanbeck has also audit experience examining business organizations, and is experienced in
managing business taxes including sales tax, payroll tax, and property tax returns. Mr. Schwanbeck graduated from the University
of Minnesota Duluth in December of 2014 with a Bachelor’s degree in Accountancy and a minor in Mathematics. He was certified
as a college business and math tutor though the College Reading & Learning Association. Mr. Schwanbeck is pending issuance
of his certified public accountancy license in Colorado.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
Exhibit
Index:
Exhibit
Number
Description
16.1 Correspondence from Malone Bailey.
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.
Dated August
22, 2018
AMERICAN CANNABIS
COMPANY, INC.
(Registrant)
By: /s/
Terry
Buffalo
Terry Buffalo
Principal
Executive Officer
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