MDCN | Filings Out New MMJ Play
http://www.otcmarkets.com/stock/mdcn/filings
From The Jan 23, 2014 8-k [Partial]
http://www.otcmarkets.com/stock/mdcn/filings
From The Jan 23, 2014 8-k [Partial]
Item 5.02 Election of Directors
On January 21, 2014, Medican Enterprises, Inc. (“Medican”) appointed a new director, Gary Johnson. Mr. Johnson, 61, is the former two-term Republican governor of New Mexico. Raised in North Dakota and then New Mexico, Mr. Johnson graduated from the University of New Mexico in 1975. Mr. Johnson started a construction business in 1974, which grew into a multi-million dollar enterprise in the decades since. Mr. Johnson won the governorship of New Mexico in 1994 as an upstart Republican candidate, making a name for himself over the course of his time in office as a libertarian-minded conservative. Mr. Johnson has been active in libertarian causes, including marijuana legalization, since leaving office. Mr. Johnson was the Libertarian party's nominee for president in 2012. Mr. Johnson is an accomplished athlete competing in cycling and skiing and has climbed the highest mountain on 6 of the 7 continents. In 2003, Mr. Johnson summited Mount Everest.
From The 8-K/A Jan 21, 2014 Filing [Partial]
From The 8-K/A Jan 21, 2014 Filing [Partial]
Item 1.01 Entry into a Material Definitive Agreement.
On November 15, 2013, the Company’s subsidiary, Medican (Delta) Systems Inc. (“Medican Delta”) entered into a management services agreement (the “Management Services Agreement”) with IHL Medical Marijuana Inc. (“IHL”) and LFG Advisory Ltd. and LFG Advisory & Accounting Ltd. (“LFG”). Under the terms of the Management Services Agreement, the Company acquired the rights to certain services to be performed by IHL and LFG.
IHL and LFG agree to promote and develop the business of Medican Delta and assist Medican Delta with obtaining licensed producer status from Health Canada through a three-phase process. The period between November 15, 2013 and January 4, 2014 establishes the first phase of the Management Services Agreement (“Phase One”). During Phase One, LFG agrees to provide Medican Delta with consulting services for entering into formal relationships. IHL agrees to help Medican Delta obtain an application from Health Canada. Medican Delta agrees to pay IHL CAD$225,000 plus applicable taxes, and LFG CAD$50,000 plus applicable taxes during Phase One. To date, the Company has paid $100,000 under Phase One of the Agreement.
The period between January 4, 2014 and January 15, 2014 establishes the second phase of the Management Services Agreement (“Phase Two”). During Phase Two, LFG agrees to provide Medican Delta with consulting services to develop facilities and a business infrastructure necessary for the legal distribution of Medican Delta’s products. IHL agrees to assist in the development of a facility to produce and distribute Medican Delta’s products, hire employees, develop processes for profitability, ensure compliance with applicable laws, and prepare a site for final government approval. Medican Delta agrees to pay IHL CAD$225,000 plus applicable taxes, and LFG CAD$50,000 plus applicable taxes during Phase Two. The Company agreed on January 10, 2014 that in the event that any of the deadlines set forth in the Agreement pass without complete satisfaction of the payment or performance outlined in the Agreement, the parties will work in good faith to re-establish reasonable deadlines and work together to see the milestones outlined in the Agreement to fruition.
The third phase of the Management Services Agreement commences after the completion of Phase Two and runs until a date of completion to be agreed upon by the parties (“Phase Three”). During Phase Three, LFG will provide Medican Delta with consulting services to develop facilities and business infrastructure necessary to operate its business. IHL agrees to assist Medican Delta with the development of a strategic plan regarding all aspects of operating a lawful business. Medican Delta agrees to pay IHL CAD$9,500 per month plus applicable taxes, and LFG CAD$8,000 per month plus applicable taxes during Phase Three.
In addition to the payments mentioned above, during Phase One and Phase Two, Medican Delta agrees to pay IHL and LFG an amount equal to two percent (2%) of all money procured from investors, and IHL and LFG agree to share this money equally. In addition, LFG and Medican Delta agree to an independent contractor relationship between the parties.
2.01 Completion of Acquisition or Disposition of Assets
As stated in Item 1.01 above, on November 15, 2013, the Company acquired the rights to the services to be performed under the Management Services Agreement. As the acquisition of these rights has caused the Company to cease being a “shell company” (see Item 5.06 below), pursuant to Item 2.01(f), this Form 8-K includes the information required on a Form 10 registration statement.
Item 5.06 Change in Shell Company Status.
Prior to entering into the Management Services Agreement, the Company was a “shell company” as defined by Rule 12b-2 under the Exchange Act of 1934. As of November 15, 2013, the Company entered into the Management Services Contract and the Company has ceased to be a shell company under Rule 12b-2 of the Exchange Act. Furthermore, since October 1, 2013, the Company’s officers and directors have established business operations within the Company and no longer meets the definition of a “shell company” under Rule 12b-2 because the Company has exceeded “nominal operations.” A brief description of the operations and focus of the Company as of October 1, 2013 for the remainder of this fiscal year and for at least the first six months of 2014 is included herewith.
Form 10 Disclosure
Since we have begun operations on October 1, 2013 and no longer meet the definition of a shell corporation under 12b-2 of the Exchange Act, we have elected to disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10.
