Report of unscheduled material events or corporate changes.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 14, 2011
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
4400 PGA Blvd. Suite 900, Palm Beach Gardens, Fl. 33410
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
CANNABIS MEDICAL SOLUTIONS, Inc.
(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 ct (17 CFR 240.14d-2(B))
. Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On June 14, 2011 the Company filed Amended and Restated Articles of Incorporation (the Amendment) with the Secretary of Delaware, pursuant to which the Company changed its name from Cannabis Medical Solutions, Inc. to Mediswipe Inc. The Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In connection with the name change, the Company will change its CUSIP number and trading symbol. Upon change of the trading symbol, the Company will file a Current Report on Form 8-K.
On June 17, 2011, the Company issued a press release announcing the transaction described above. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Certificate of Amendment of Certificate of Incorporation, effective June 14, 2011as filed with the Delaware Secretary of State.
Press Release, dated June 17, 2011, entitled Cannabis Medical Solutions, Inc. Announces Name Change To Mediswipe Inc.
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.
/s/ B. Michael Friedman
B. Michael Friedman
Chief Executive Officer
CANNABIS MEDICAL SOLUTIONS ANNOUNCES OFFICIAL CORPORATE NAME CHANGE TO MEDISWIPE INC. AND ADDITIONAL CORPORATE EVENTS
LOS ANGELES, June 20, 2011 (GLOBE NEWSWIRE) -- Cannabis Medical Solutions Inc. (http://www.cannabismedsolutions.com/) (OTCBB: CMSI - News), a leading company specializing in merchant payment solutions and financial products for the medical marijuana and health care industries, today announced that the state of Delaware has approved the Company's official name change from Cannabis Medical Solutions Inc. to "MediSwipe Inc."The Companys Board of Directors and majority shareholders previously authorized the Company to changeits mane and as a result of the Delaware approval, the Company will file with regulators both the name change and for the new ticker symbol to reflect the Company's new name MediSwipe Inc. We will announce further press as the process of the symbol change and cusip move forward with regulator approval.
"I want to first make clear to our present and potential future shareholders that with the events of this name change and eventual cusip and ticker symbol change of our company, there are no plans now, or anytime in the future for any reverse split or any event that will cause major dilution to our capitalization table or corporate structure. Even with the recent announcements of the credit facilities of up to $10,000,000, we believe we have enough shares issued in treasury, in addition to shares that were issued back to the Company by the resignation of prior management to meet the sufficient capital needs of the Company.
"We believe that the Company name change reflects the importance we place on your investment in us, our commitment to attracting a larger group of investors who share our enthusiasm, and those who take a long-term view of the company's growth possibilities. We believe this move accurately reflects the current strategic and tactical focus of our financial service offerings, and aligns the growing brand awareness of our wholly-owned subsidiary 800 Commerce", further stated Friedman.
"From this day forward, we will not expect to be categorized simply as a cannabis company, but more as an electronic commerce and financial services company within the health sector while also serving the medicinal space as it becomes more defined. This action will now open our Company up to a broader audience, and we will be able to announce agreements and partnerships the Company was previously unable to participate in as a simple fact of the name and the limitations that it held within the banking industry," stated Erick Rodriguez, President for MediSwipe Inc.
The Company will additionally be releasing an 8K outlining these significant events after the close of markets today.
About MediSwipe Inc.
() offers a full spectrum of secure and reliable transaction processing solutions using traditional, Internet Point-of-Sale (POS), e-commerce and mobile (wireless) terminals in conjunction with Industry Alliance Partners, specializing in merchant payment solutions and financial products for the medical marijuana and health care industries .
This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Cannabis Medical Solutions Inc. to be materially different from the statements made herein.
Cannabis Medical Solutions Inc.