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):  April 30, 2014
 
CANNABIS THERAPY CORP.
(Exact name of registrant as specified in its charter)

Nevada
 
005-87668
 
26-1973257
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
4450 Arapahoe Avenue
Suite 100
Boulder, CO
 
80303
(Address of principal executive offices)
 
(Zip Code)

212.400.6900
(Registrant’s telephone number, including area code)

c/o Gottbetter & Partners, LLP
488 Madison Ave., 12th Floor
New York, NY  10022
(Former name and 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Item 3.02 Unregistered Sale of Equity Securities.
 
On April 30, 2014 we sold an aggregate of 3,175,000 shares of our common stock at a price of $0.20 per share or an aggregate of $635,000 to three persons.  The shares were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions of an issuer not involving a public offering and/or Rule 506 of Regulation D or Regulation S, under the Act.
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Assignment of Certain Officers.
 
Effective May 1, 2014 we appointed Soren Mogelsvang to serve as our president.  Mr. Mogelsvang continues to also serve as our chief executive officer and as a director.
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  CANNABIS THERAPY CORP.  
       
Dated: May 6, 2014
By: /s/ Soren Mogelsvang  
  Name:
Soren Mogelsvang
 
  Title:
Chief Executive Officer
 
 
 
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