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Form 8-K for AMERICAN CANNABIS COMPANY, INC.


17-Feb-2015

Changes in Registrant’s Certifying Accountant

Item 4.01 Changes in Registrant’s Certifying Accountant.Item 4.01(a) Dismissal of Independent Accountant.

On February 12, 2015, American Cannabis Company, Inc. (the “Company”) notified Bongiovanni & Associates, PA (“Bongiovanni”), its independent registered public accounting firm that it was terminating its engagement letter with the Company and dismissing Bongiovanni as its independent registered public accounting firm, effective immediately.

During the period from inception (March 5, 2013) through December 31, 2013 (the “Audit Period”) and subsequent interim period through February 12, 2015, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Bongiovanni on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Bongiovanni, would have caused Bongiovanni to make reference on the subject matter of the disagreements in its reports.

During the Audit Period and the subsequent interim period through February 12, 2015, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has provided Bongiovanni with a copy of this Form 8-K, and has requested that Bongiovanni furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of such letter, dated February 17, 2015, indicating that Bongiovanni is in agreement with such disclosures, is filed as Exhibit 16.1 to this Form 8-K.

Item 4.01(b) Engagement of New Independent Accountant.

On February 12, 2015, the Company engaged Cutler & Co., LLC (“Cutler”), as its new independent registered public accounting firm for the fiscal year ending December 31, 2014. Cutler will review and perform an audit of the Company’s financial statements for the fiscal year ended December 31, 2014 and will conduct reviews of the Company’s unaudited quarterly financial statements on an ongoing basis thereafter.

During the Audit Period and subsequent interim period through February 12, 2015, neither the Company nor anyone on its behalf consulted with Cutler with respect to (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that Cutler concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (2) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01


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