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Form 8-K for CANNABIS KINETICS CORP.

19-Dec-2014

Entry into a Material Definitive Agreement, Amendments to Articles of Inc

Item 1.01 Entry into a Material Definitive AgreementOn December 17, 2014, Cannabis Kinetics Corp. n/k/a Monarch America, Inc. (the “Company”) executed an extension agreement with Jeremy N. Stout, Inc. d/b/a The Big Tomato (“The Big Tomato”), and Jeremy N. Stout and Josh Field, pursuant to which the parties agreed that, since the parties are not ready to consummate the transactions contemplated by the Merger Agreement among the parties, the closing is to take place before January 30, 2015.

The transactions contemplated by the merger agreement with The Big Tomato are described in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 22, 2014.

The foregoing description of the Merger Extension Agreement is qualified in its entirety by reference to the full text of said agreement, a copy of which is attached hereto as Exhibit 10.11.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.The Company received notification from FINRA on December 18, 2014 confirming the 3-1 forward stock split authorized by the Board of Directors of the Company. The record date of the split is December 18, 2014. Accordingly, shareholders owning shares on such date will receive 2 shares of the Company in addition to each share they own as of such date. The Company currently has 31,268,206 shares issued and outstanding. As a result of the forward stock split, the Company will have 93,804,618 shares issued and outstanding. The additional shares will be mailed directly to the shareholders.

FINRA also confirmed the name change of the Company to “Monarch America, Inc.” The name change was effectuated by a merger of the Company’s wholly-owned subsidiary, Monarch America, Inc., with and into the Company pursuant to Section 98.180 of the Nevada Revised Statutes.

As of December 26, 2014, the name of the Company on the Daily List will be changed to Monarch America, Inc. The new trading symbol of the Company will be “BTFL”.

Item 9.01 Financial Statements and Exhibits.(d) Exhibits.

Exhibit No.   Description

3.5           Articles of Merger dated December 16, 2014, between Cannabis Kinetics
              Corp. and Monarch America, Inc.

10.11         Merger Agreement Extension, dated December 17, 2014, among Cannabis
              Kinetics Corp., Jeremy N. Stout, Inc. d/b/a The Big Tomato, Jeremy N.
              Stout and Josh Field

 


MAPH Enterprises, LLC | (305) 414-0128 | 1501 Venera Ave, Coral Gables, FL 33146 | new@marijuanastocks.com
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