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): February 27, 2014
AMERICANN, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-54231 27-4336893
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1550 Larimer, Ste. 264
Denver, CO 80202
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (303) 209-3710
Nevada Health Scan, Inc.
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(Former name or former address if changed since last report)
Check 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 (see General Instruction A.2. below)
[ ] 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 22, 2014 Jay Czarkowski was appointed as a director and Chief
Executive Officer of the Company. On the same day Mr. Czarkowski signed an
employment agreement with the Company. On March 19, 2014, Mr. Czarkowski
resigned as an officer and director of the Company and the employment agreement
with the Company was terminated. In consideration for termination of the
employment agreement, on March 19, 2014 Strategic Capital Partners, the
principal shareholder of the Company sold 300,000 shares of the Company's common
stock to Mr. Czarkowski at a price of $0.02 per share. In addition, the Company
granted Mr. Czarkowski an option to purchase 100,000 shares of the Company's
common stock exercisable at $8.00 per share and an option to purchase 100,000
shares of the Company's common stock exercisable at $12.00 per share. Both
options expire on March 28, 2018.
On March 19, 2014 Canna Advisors executed a consulting agreement with the
Company. Pursuant to the consulting agreement, the Company will pay Canna
$10,000 per month for 12 months in exchange for consulting services related to
the regulated cannabis industry. Mr. Czarkowski is the controlling person of
Canna Advisors.
Item 5.03. Amendment to Articles of Incorporation or Bylaws, Change in Fiscal
Year.
On February 21, 2014 the Company's Board of Directors, pursuant to Section
253 of the General Corporation Law of Delaware, amended the Company's
Certificate of Incorporation to change the name of the Company from Nevada
Health Scan, Inc. to Americann, Inc. On the same day, the Company declared a
stock dividend in the amount of four shares of common stock for each issued and
outstanding share of common stock.
The amendment was filed with the Delaware Secretary of State on February
27, 2014.
The name change and stock dividend will become effective in the
over-the-counter markets following notification by FINRA of the effective date
of the name change and stock dividend.
Item 8.01 Other Events.
The following is a summary of recent transactions pertaining to the
Company's common stock.
On January 16, 2014 the Company had 16,100,000 outstanding shares of the
Company's common stock.
On January 17, 2014, Strategic Capital Partners, LLC purchased 14,950,000
shares of common stock from several of the Company's shareholders.
On February 21, 2014, the Company' board of directors, declared a stock
dividend in the amount of four shares of common stock for each issued and
outstanding share of common stock.
On March 20, 2014 Strategic Capital, returned 65,750,000 shares to the
Company and on March 20, 2014 Strategic Capital sold 300,000 shares to Mr.
Czarkowski.
As a result of the above, as of March 20, 2014, there were 14,750,000
outstanding shares of the Company's common stock.
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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.
Date: March 20, 2014
AMERICANN, INC.
By:/s/ Benjamin J. Barton
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Benjamin J. Barton, Principal Financial and
Accounting Officer
