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CANNLABS, INC. FILES (8-K/A) Disclosing Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits

August 15, 2014

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 12, 2014, CannLabs, Inc. (the "Company") entered into an Agreement of Merger and Plan of Reorganization (the "Merger Agreement") with Carbon Bond Holdings, Inc., a privately held Colorado corporation ("Carbon Bond"), and CLB Acquisition Corp., the Company's newly-formed wholly-owned subsidiary ("Acquisition Sub"). Upon the closing of the transaction contemplated under the Merger Agreement (the "Merger"), Acquisition Sub merged into and with Carbon Bond, and Carbon Bond, as the surviving corporation, became a wholly-owned subsidiary of the Company.

Pursuant to the terms and conditions of the Merger Agreement, each share of Carbon Bond common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive one share of the Company's common stock. Accordingly, an aggregate of 59,295,000 shares of the Company's common stock were issued to the holders of Carbon Bond's common stock.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 and is incorporated herein by reference. The description is intended to provide investors and security holders with information regarding the material terms of the transaction. It is not intended to provide any other factual information about the Company or Carbon Bond. The representations, warranties and covenants contained in the Merger Agreement were made only for purpose of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and such subsequent information may or may not be fully reflected in our public disclosures.

The shares of the Company's common stock issued in connection with the Merger were not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act. These shares may not be transferred or sold absent registration under the Securities Act or an applicable exemption therefrom.

2 Split Off



Pursuant to a stock purchase agreement (the "Stock Purchase Agreement"), the Company transferred all of the outstanding capital stock of its wholly owned subsidiary, SpeedSport Branding Corp. to General Pacific Partners, LLC ("GPP") in exchange for the cancellation of an aggregate of 4,369,954 shares of the Company's common stock held by GPP (the "Split-Off"). As a result, GPP assumed all of the pre-merger assets and liabilities of SpeedSport Branding Corp.

Private Placement

Upon the closing of the Merger, the Company, pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement") issued to an accredited investor 500,000 shares of the Company's 8% Series A Convertible Preferred Stock (the "Series A Preferred Shares") at an original issue price of $1.00 per share (the "Original Issue Price") and warrants to purchase 20,000,000 shares of the Company's common stock (the "Warrants") for an aggregate purchase price of $500,000 (the "Private Placement). The shares of common stock underlying the Series A Preferred Shares and Warrants are subject to a registration rights agreement (the "Registration Rights Agreement") under which the Company is obligated to seek registration of such shares within 60 days of the closing of the private placement.

The shares of common stock issued in the Private Placement were not registered under the Securities Act at the time of sale and, therefore, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The shares were issued in a private placement transaction solely to a limited number of accredited investors pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, without engaging in any advertising or general solicitation of any kind.

8% Series A Convertible Preferred Stock

On June 12, 2014, the Company filed the Certificate of Designation of 8% Series . . .

Item 3.02. Unregistered Sales of Equity Securities.

See Item 2.01 of this Current Report which contains the disclosure incorporated herein by reference. This Current Report is neither an offer to purchase, nor a solicitation of an offer to sell, securities.

Item 4.01 Changes in Registrant's Certifying Accountant.

On August 5, 2014, the Company, after review and recommendation of the Company's Audit Committee, appointed Morison Cogen LLP ("Morison Cogen") as the Company's new independent registered public accounting firm for and with respect to the year ending December 31, 2014, and dismissed Cutler & Co., LLC ("Cutler") from that role.

Neither the report of Cutler nor the report of Borgers & Cutler CPAs PLLC ("Borgers & Cutler"), the Company's independent registered public accounting firm prior to Cutler, on the Company's financial statements as of and for the years ended December 31, 2013 and 2012 contained an adverse opinion or a disclaimer of an opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the Cutler report and the Borgers & Cutler report on the Company's financial statements for the years ended December 31, 2013 and December 31, 2012, respectively, each contained an explanatory paragraph indicating that there is a substantial doubt about the Company's ability to continue as a going concern.

During the Company's two most recent fiscal years and through the date of this report, there were: (i) no disagreements with Cutler nor Borgers & Cutler 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 Cutler or Borgers & Cutler, would have caused it to make reference to the subject matter of the disagreements in their reports on the consolidated financial statements of the Company; and (ii) no "reportable events" (as such term is defined in Item 304(a)(1)(v) of Regulation S-K), except certain material weaknesses in the Company's internal control over financial reporting, as discussed in the Form 10-Ks for the years ended December 31, 2013 and December 31, 2012.

The Company has provided Cutler with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission ("SEC") and requested Cutler to furnish to the Company a letter addressed to the SEC stating that it agrees with the statements made above. Upon receipt, the Company will file a copy of Cutler's response on an amendment to this Form 8-K.

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During the Company's two most recently completed fiscal years and through the date of the Company's engagement of Morison Cogen, the Company did not consult with Morison Cogen regarding (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and no written or oral advice was provided by Morison Cogen that was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issues, or (ii) any matter that was either the subject of a disagreement or event, as set forth in Item 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K.

Item 5.01. Changes in Control of Registrant.

As a result of the transactions contemplated under the Merger Agreement, a change of control of the Company occurred. The disclosure under Item 2.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2014, concurrently with the closing of the Merger and in accordance with the terms of the Merger Agreement, Steve Kilts and Genifer Murray were appointed to the Company's board of directors. In addition, Joe Allbaugh, Kenneth Johnsen, Mark Mirken and Mark Rogers were appointed to the Company's board of directors. Genifer Murray was appointed as the Company's Chief Executive Officer and Steve Kilts was appointed as our President and Chief Operating Officer. In addition, Scott McPherson was appointed to serve as the Company's Chief Financial Officer.

Effective July 14, 2014, Mark C. Mirken was appointed to the office of Chief Executive Officer. In connection with Mr. Mirken's appointment as our Chief Executive Officer, Genifer Murray relinquished the title of Chief Executive Officer and was appointed as our President and Steve Kilts relinquished the title of President and was appointed as our Chief Strategist. In addition, effective July 14, 2014, Mark Rogers was elected Chairman of our Board of Directors.

Our board of directors has determined that each of Messrs. Joe Allbaugh, Kenneth Johnsen, and Mark Rogers is independent within the meaning of applicable listing rules of the Nasdaq Stock Market and the rules and regulations promulgated by the Securities and Exchange Commission.

Effective June 12, 2014, the Company established an Audit Committee and compensation committee. Mark Mirken and Mark Rogers were appointed to serve on the Audit Committee. Following his appointment as Chief Executive Officer, Mr. Mirken relinquished his role on the Audit Committee. Mark Rogers and Kenneth Johnsen were appointed to serve on the compensation committee.

Effective June 12, 2014, Roy C. Montgomery resigned from all officer and director positions of the Company.

Set forth below is biographical information regarding the Company's newly appointed officers and directors.

Mark Rogers, Chairman of the Board of Directors

Mr. Rogers has more than 30 years of experience as an entrepreneur and in financial management and operations, including work as a turnaround specialist, an active portfolio manager and an investor in growing companies. Mr. Rogers is currently President of Barastone, LLC a firm he co-founded that specializes in providing innovative cash and liquidity solutions to homeowners. He is also President & CEO of Synthym, Inc. Synthym developed a risk based, risk controlled approach to absolute return investing. Mr. Rogers co-founded NFT Ventures with Ray Noorda, chairman of Novell, Inc. and for more than 12 years, managed the family office and portfolio of assets for NFT valued at over $1 billion.

Mark C. Mirken, Chief Executive Officer and Director

Mr. Mirken is the former Chief Executive Officer of Millennium Biotechnologies/Inergetics where he served from 2005 to 2012. Mr. Mirken joined TurboChef Technologies, Inc. in 2000 to lead the global sales division that took the company to be a world leader in technology, equipment and services for high-speed food preparation. He then went on to serve the company as President and Chief Operating Officer from 2002 to 2005. Mr. Mirken has over 25 years of senior management experience that has allowed him to lead companies through startup, growth, capital restructuring, capital raising and branding initiatives.

Genifer Murray, President and Director

Ms. Murray founded the Company in 2010 and has been at the forefront of marijuana health and safety for many years. She has served on advisory committees on the implementation of cannabis testing and labeling, including the Colorado governor's taskforce for the implementation of Amendment 64. Genifer also participated in the Washington Liquor Board Testing Monograph and Lab Certification.

Steve Kilts, Chief Operating Officer, Chief Strategist and Director

Mr. Kilts leads the Company's sales, marketing, technology and operations bringing with him over 15 years of experience taking products and services to market. Steve has been instrumental in developing a highly sophisticated online workflow and client portal software system for the Company that gives customers' unparalleled fast access and ability to manage to their data.

Scott McPherson, Chief Financial Officer

Mr. McPherson served as the Chief Financial Officer of LaserLock Technologies, Inc. from December 2012 to October 2013. LaserLock is a public company that provides state-of-the-art authentication solutions to governments, health care providers, high-end retailers and the gaming industry. Mr. McPherson served as the Chief Financial Officer of Virtual Piggy, Inc., from August 2010 through November 2012. Mr. McPherson formed McPherson, CPA, PLLC in January 2005, which he continues to manage today. The firm performs accounting, tax, litigation support, business valuation and virtual CFO services for numerous clients in various industries.

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Joe M. Allbaugh, Director

Mr. Allbaugh is President and Chief Executive Officer of Allbaugh International Group, LLC. Mr. Allbaugh is widely recognized and admired, both in the government and private sectors, for his leadership, integrity and strategic management skills. He has established relationships with decision makers throughout the Middle East and Africa. In February 2001, Mr. Allbaugh was nominated by President George W. Bush to head the Federal Emergency Management Agency (FEMA) and sworn in later that month.

Kenneth Johnsen, Director

Mr. Johnsen is currently Chief Operating Officer of Blue Calypso, Inc. (OTCBB: BCYP) and serves as Chairman of the Board for NACT Solutions LP and Phoenix Food, LLC. Mr. Johnsen founded Parago Inc. and served as a Director, President and Chief Executive Officer from June 1999 to 2006. Mr. Johnsen served as a Director, President and Chief Operating Officer of publicly traded Metamor Worldwide Inc. from 1996 to 1999. Mr. Johnsen's experience includes 22 years at IBM where he held numerous general management positions, including Vice President of Business Services for IBM Global Services and General Manager of IBM China/Hong Kong Operations. Mr. Johnsen holds 3 US Patents. His experience and knowledge led the board to believe that he is qualified to serve on the board of directors.

Item 9.01. Financial Statements and Exhibits.

(a) The audited financial statements of CannLabs, Inc. for the years ended December 31, 2013 and December 31, 2012, required to be filed pursuant to Items 9.01(a) and (c) of Form 8-K have been filed as Exhibit 99.1 to this Current Report. The audited balance sheet of Carbon Bond Holdings, LLC, required to be filed pursuant to Items 9.01(a) and (c) of Form 8-K has been filed as Exhibit 99.2 to this Current Report. The unaudited interim financial statements of Carbon Bond Holdings, LLC and Subsidiary for the three months ended March 31, 2014, required to be filed pursuant to Items 9.01(a) and (c) of Form 8-K are filed as Exhibit 99.3 to this Current Report.

(b) See Item 9.01(a) and (b) above.

(c) Exhibits.

Exhibit No. Description of Exhibit 2.1 Agreement of Merger and Plan of Reorganization by and among CannLabs, Inc., CLB Acquisition Corp. and Carbon Holdings, Inc. dated June 12, 2014 (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated June 12, 2014 filed with the SEC on June 13, 2014) 3.1 Certificate of Designation of 8% Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated June 12, 2014 filed with the SEC on June 13, 2014) 10.1 Securities Purchase Agreement dated June 12, 2014(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated June 12, 2014 filed with the SEC on June 13, 2014) 10.2 Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated June 12, 2014 filed with the SEC on June 13, 2014) 10.3 Registration Rights Agreement dated June 12, 2014 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated June 12, 2014 filed with the SEC on June 13, 2014) 10.4 Note Purchase Agreement dated June 12, 2014(incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K dated June 12, 2014 filed with the SEC on June 13, 2014) 10.5 Form of 8% Senior Secured Convertible Promissory Note(incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K dated June 12, 2014 filed with the SEC on June 13, 2014) 10.6 Security Agreement (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K dated June 12, 2014 filed with the SEC on June 13, 2014) 10.7 Intellectual Property Security Agreement (incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K dated June 12, 2014 filed with the SEC on June 13, 2014) 10.8 Subsidiary Guaranty (incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K dated June 12, 2014 filed with the SEC on June 13, 2014) 99.1 CannLabs, Inc. audited financial statements for the years ended December 31, 2013 and 2012 99.2 Carbon Bond Holdings LLC audited Balance Sheet as of December 31, 2013 99.3 Carbon Bond Holdings LLC Unaudited financial statements for the three months ended March 31, 2014 35


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Source: Edgar Glimpses


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