UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): November 30, 2017

Date of Report (Date of earliest event reported): May 12, 2017 (March 27, 2017)

CANADIAN CANNABIS CORP.

(Exact name of registrant as specified in its charter)

Delaware		000-54915		45-3327444
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2368 Lakeshore Road West, Suite 205 Oakville, Ontario, Canada		L6L 1H5
(Address of principal executive offices)		(Zip Code)

2368 Lakeshore Road West, Suite 205, Oakville, Ontario Canada L6L 1H5

~~Registrant’s~~ (Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices) ~~code:~~ (~~866~~Zip Code) ~~790-3324~~

~~____________________________________________________~~(866) 790-3324

Registrant’s telephone number, including area code

Not applicable

(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 (see General Instruction A.2. below):

¨☐ 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 Act (17 CFR 240.14d-2(b))

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

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 ~~Entry~~of ~~Into~~this Achapter) ~~Material~~or ~~Agreement~~Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☑

~~Canadian~~If ~~Cannabis~~an ~~Corp.~~emerging ~~(the~~growth ~~“Company”) recently entered into a Settlement Agreement (the “Settlement Agreement” with Avonlea-Drewry Holdings Inc. (“ADH”) and Avonlea Ventures Inc. (“AV”; together with ADH~~company, ~~the~~indicate ~~“Avonlea~~by ~~Group”). The~~check ~~following~~mark ~~entities~~if ~~were also party to~~ the ~~Settlement~~registrant ~~Agreement:~~has ~~Canada~~elected ~~Cannabis~~not Corp. (“CCCSub”), a wholly-owned subsidiary of the Company, The Clinic Network (“TCN”), a wholly-owned subsidiary of CCCSub, and 2264793 Ontario Inc. (“2264793”; together with the Company, CCCSub and TCN, the “CCC Group”), a corporation affiliated with the Company and consolidated as a VIE (see Note 2, Variable Interest Entities, to ~~the~~use ~~Financial Statements of~~ the ~~Company’s~~extended ~~annual~~transition ~~report~~period ~~on Form 10-K~~ for ~~fiscal~~complying ~~year ending December 31, 2014, filed~~ with ~~the~~any ~~Securities~~new ~~and~~or ~~Exchange~~revised ~~Commission~~financial ~~(the~~accounting ~~“SEC”)~~standards onprovided ~~October~~pursuant 2,to ~~2015)~~Section ~~owned by several of our directors, officers, and shareholders~~ 13(Benjamin Ward, John Esteireiro, Silvio Serrano, and Scott Keevil). In connection with the Settlement Agreement, an Escrow Agreement (the “Escrow Agreement”) was also executed by and among the CCC Group, the Avonlea Group, and Norton Rose Fullbright Canada LLP (the “Escrow Agent”). Additionally, TCN entered into a ~~Grid Promissory Note (the “Note”~~) ~~and Security Agreement (the “Security Agreement”) with ADH in connection with and as a condition~~ of the ~~Settlement~~Exchange ~~Agreement~~Act. ~~Each~~ ~~of the Settlement Agreement, Escrow Agreement, Note, and Security Agreement were dated and effective as of March 27, 2017.~~☐

~~The~~Item ~~Settlement~~1.01 ~~Agreement~~Entry ~~and~~into ~~Escrow~~a Material Definitive Agreement

AsIn ofa ~~the~~Form ~~date~~8-K ofreport ~~the~~filed ~~Settlement~~on ~~Agreement~~May 12, ~~the Company~~2017, ~~CCCSub~~Canadian ~~and~~Cannabis ~~2264793~~Corp. ~~are~~(the in“Company”) ~~breach~~reported ofthat ~~several~~it ~~agreements~~and ~~with~~its ~~the~~affiliated ~~ADH~~entities ~~Group~~had ~~and~~entered ~~indebted~~into toa ~~the~~Settlement ~~ADH~~Agreement, ~~Group~~effective ~~pursuant~~as toof ~~those~~March ~~several~~27, ~~separate~~2017 ~~agreements amongst~~ (the ~~various~~“Original ~~parties~~Agreement”) inwith ~~the~~Avonlea-Drewry ~~aggregate~~Holdings ~~amount~~Inc. of(“ADH”) ~~approximately~~and ~~CAD~~Avonlea ~~$3,635,835~~Ventures ~~(approximately~~Inc. ~~USD $2~~(“AV,~~730,816~~” asand oftogether ~~April~~with 11ADH, ~~2017) (~~the “~~Debt~~ADH Group”). The ~~Debt~~affiliated isentities ~~cross~~are ~~guaranteed~~Canada ~~and~~Cannabis ~~secured~~Corp., bya ~~all~~wholly-owned subsidiary of the ~~current~~Company ~~and~~(“CCCSub”); ~~after~~The Clinic Network, a wholly-~~acquired~~owned ~~assets~~subsidiary of ~~the~~CCCSub ~~Company~~(“TCN”), ~~CCCSub~~ and 2264793. ~~Following~~Ontario Inc., a ~~demand~~variable ~~for~~interest ~~payment~~entity ~~and~~of ~~threat~~the toCompany ~~foreclose~~(“2264793,” onand together with the ~~Debt~~Company, ~~made~~CCCSub byand TCN, the ~~ADH~~“CCC Group,”). The Original Agreement was entered into by the parties ~~negotiated~~to resolve various breaches and ~~entered~~debt ~~into~~owed by the ~~Settlement~~Company ~~Agreement~~and CCCSub to ~~resolve~~the ADH Group in the ~~breaches~~amount ~~and~~of ~~work~~approximately ~~out~~CAD$3,635,835 (the “Debt”).

~~Pursuant~~On toNovember 30, 2017, the CCC Group and the Avonlea Group entered into a First Amended and Restated Settlement Agreement (the “Revised Agreement”). Under the Revised Agreement, the CCC Group is required to:

· ~~assign~~ Assign certain assets of TCN, including intellectual property and service contracts to ADH (the “Assignment”);

· ~~enter~~ Enter into restrictive covenant agreements (the “Restrictive Covenants”) that will prohibit the CCC Group from competing with the business that was the subject of the Assignment;

· ~~make~~ Make certain payments to or on behalf of the ADH Group (as further detailed below);

· ~~close~~ Close a private placement financing into a Canadian company pursuant to that certain letter agreement (the “PubCo Agreement”) dated December 166, 2016, among J. Proust & Associates Inc., Michael Steele, ADH, TCN, CCCSub, and the Company, or another similar financing, listing transaction or milestone satisfactory to ADH in its sole discretion (the “PubCo Arrangement”); and

· ~~take~~ Take steps to bring the Company current in its public information by filing the required current and periodic reports with the SEC or file a registration statement with the SEC registering certain shares of the Company’s common stock held by certain ADH Group parties (the “SEC Reporting Obligation”).

In consideration of the CCC Group obligations under the ~~Settlement~~Revised Agreement, the ADH Group is required to:

· ~~execute~~ Execute a termination and release agreement (the “Termination and Release”), terminating the various agreements ~~amongst~~among the various ADH Group parties and CCC Group parties, acknowledging that the Debt is satisfied in full, and releasing the CCC Group parties from their obligations under ~~the~~ various agreements and any related claims the ADH Group may have against any of the CCC Group; and

· at ~~ADH’s~~Deliver ~~option,~~or ~~pay~~cause to ~~CCCSub~~be adelivered ~~total of CAD $~~1,~~500~~750,000 ~~(approximately~~common ~~USD~~shares $1of Cura-Can Health Corp.,~~123,968~~ asa ofprivate ~~April~~Canadian ~~11,~~company ~~2017~~(“Cura-Can”) (the “Additional Payment”).

· The Revised Agreement is to be closed in a two-step escrow pursuant to the ~~duly~~terms ~~executed~~thereof ~~Assignment;~~and the terms of an Amended and Restated Escrow Agreement (the “Escrow Agreement”). The “TCN Closing” will occur upon the Escrow Agent’s receipt of the following:

· ~~the~~ The duly executed ~~Termination and Release~~Assignment;

· ~~the~~ The duly executed ~~and~~Termination ~~filed minutes of settlement of the dispute between Darryl W. Tempest~~ and 2435869 Ontario Inc. (collectively, “Plaintiffs”) and TCN, the Company, CCCSub, 1749945 Ontario Inc. c.o.b Healthnet Enterprises, Benjamin Ward, Douglas Scott Keevil, Lee Simpson, John Esterireiro, Silvio Serrano, Peter Strang, Richard Wachsberg and Kim Wei (the “Minutes of Settlement”)Release;

· ~~the~~ The duly executed ~~Restrictive~~and ~~Covenants~~filed minutes of settlement (the “Minutes of Settlement”) of the dispute between Darryl W. Tempest and 2435869 Ontario Inc. (collectively, the “Plaintiffs”) and TCN, the Company, CCCSub, 1749945 Ontario Inc. c.o.b. Healthnet Enterprises, Benjamin Ward, Douglas Scott Keevil, Lee Simpson, John Esterireiro, Silvio Serrano, Peter Strang, Richard Wachsberg and Kim Wei (collectively, the “Defendants”);

~~· the duly executed Escrow Agreement;~~2

· ~~legal~~ ~~opinions~~The ofduly ~~legal~~executed ~~counsel~~Restrictive ~~to CCCSub and TCN regarding authorization and other matters relevant to the transactions contemplated by the Settlement Agreement~~Covenants;

· ~~payment~~ ~~directions~~The ~~from~~duly ~~each~~executed ofEscrow ~~ADH and CCCSub~~Agreement; ~~and~~

· ~~the~~ ~~Additional~~The ~~Payment.~~duly executed Trustee Escrow Agreement;

At· ~~the~~Legal opinions of legal counsel to CCCSub and TCN ~~Closing,~~regarding ~~the~~authorization ~~Escrow~~and ~~Agent~~other ~~will~~matters ~~deliver~~relevant to ~~ADH~~the transactions contemplated by the ~~following:~~Revised Agreement (the “Legal Opinions”);

· ~~the~~ ~~duly~~Payment ~~executed~~directions ~~Assignment~~from each of ADH and CCCSub (the “Payment Directions”); and

· ~~the~~ ~~duly~~The ~~executed~~Additional ~~and filed minutes of settlement of the dispute between Darryl W~~Payment. Tempest and 2435869 Ontario Inc. (collectively, “Plaintiffs”) and TCN, the Company, CCCSub, 1749945 Ontario Inc. c.o.b Healthnet Enterprises, Benjamin Ward, Douglas Scott Keevil, Lee Simpson, John Esterireiro, Silvio Serrano, Peter Strang, Richard Wachsberg and Kim Wei (the “Minutes of Settlement”);

· At the ~~duly~~TCN ~~executed~~Closing, ~~Restrictive~~the ~~Covenants;~~Escrow Agent will deliver to ADH the following:

· ~~legal~~ ~~opinions~~The ofduly ~~legal~~executed ~~counsel to CCCSub and TCN regarding authorization and other matters relevant to the transactions contemplated by the Settlement Agreement~~Assignment; ~~and~~

· ~~payment~~ ~~directions~~The ~~from~~duly ~~each~~executed ofand ~~ADH~~filed ~~and~~Minutes ~~CCCSub.~~of Settlement;

~~Additionally,~~· atThe ~~the~~duly ~~TCN~~executed ~~Closing,~~Restrictive ~~the Escrow Agent is required disburse the Additional Payment as follows pursuant to the Settlement Agreement and Escrow Agreement:~~Covenants;

· ~~CAD~~ ~~$500,000~~The ~~(approximately~~Legal ~~USD $374,705 as of April 11, 2017) to ADH~~Opinions; and

· ~~CAD~~ ~~$60,000~~The ~~(approximately~~Payment USD $45,017 as of April 11, 2017) to the Escrow Agent in partial satisfaction of legal fees and disbursements owed in connection with the several separate agreements amongst the various parties that are the subject of the Settlement Agreement;Directions.

~~· CAD~~Pursuant ~~$39,000~~to ~~(approximately~~the ~~USD~~Trustee ~~$29~~Escrow Agreement,~~251~~ asthe ofTrustee ~~April~~Agent ~~11,~~is ~~2017)~~empowered to ~~the~~sell ~~Escrow~~or ~~Agent~~cause into ~~satisfaction~~be sold all or a portion of ~~legal~~the ~~fees~~securities ~~owed~~comprising inthe ~~connection~~Additional ~~with~~Payment ~~legal~~for ~~services~~cash ~~provided~~(the to“Additional Payment Proceeds”), and disburse the ~~CCC~~Additional ~~Group;~~Payment Proceeds and any remaining securities as follows:

· ~~CAD~~ CAD$~~119~~60,~~381.43~~000 ~~(approximately~~to ~~USD~~Norton ~~$89,532~~Rose asFulbright ofCanada ~~April~~LLP ~~11,~~(the ~~2017)~~“Post-Closing toEscrow ~~the~~Agent”) ~~Plaintiffs~~for asamounts aowed ~~settlement~~to ~~payment~~it ~~pursuant~~for toits ~~the~~services ~~Minutes~~as ofescrow ~~Settlement~~agent;

· ~~CAD~~ Approximately CAD$~~150~~400,000 ~~(approximately~~for ~~USD~~amounts ~~$112,469~~owed ~~as of April 11, 2017)~~ to bethe ~~set~~Post-Closing ~~aside~~Escrow inAgent aby ~~secondary~~the ~~escrow~~CCC ~~account~~Group for ~~disbursement~~legal toservices, ~~the~~settlement ~~Company’s~~costs, ~~accountants~~ and ~~legal counsel for purposes of satisfying the SEC Reporting Obligation or~~ other ~~purposes~~outstanding ~~mutually~~fees ~~agreeable~~owed by the ~~CCC Group and the~~ ADH Group;

· ~~CAD~~ CAD$10119,~~000~~381 ~~(approximately~~to ~~USD~~the ~~$7,499~~Plaintiffs as ofa ~~April~~settlement ~~11,~~payment ~~2017)~~pursuant to ~~ADH in satisfaction of costs and expenses incurred by ADH in connection with seeking removal of~~ the ~~restricted~~Minutes ~~legends from certain share certificates representing shares~~ of ~~the Company’s common stock held by certain ADH Group parties~~Settlement;

· ~~CAD~~ CAD$20150,000 ~~(approximately~~to ~~USD~~cover ~~$14,995~~fees asand ofexpenses ~~April~~associated ~~11,~~with ~~2017)~~a topublic ~~Beadle~~listing ~~Raven~~of ~~LLP~~CCCSub inby ~~partial~~way ~~satisfaction~~ of ~~legal~~a ~~fees~~reverse ~~and~~takeover ~~disbursements~~or ~~incurred in connection with prior transactions involving CCCSub and TCN~~otherwise;

· an ~~amount~~CAD$10,000 ~~yet~~ to beAV ~~determined to the Escrow Agent~~ in satisfaction of ~~legal~~costs ~~fees~~ and ~~disbursements~~expenses incurred by it in connection with seeking removal of the ~~Escrow~~restrictive ~~Agent’s~~legends ~~representation~~from ofcertain ~~ADH~~share incertificates ~~connection~~representing ~~with~~shares of the ~~transactions~~Company’s ~~contemplated~~common bystock ~~and~~held ~~related~~by tocertain ~~the~~ADH ~~Settlement~~Group ~~Agreement~~parties;

· an ~~amount~~CAD$20,000 to beBeadle ~~determined~~Raven byLLP ~~the Escrow Agent at the time of the TCN Closing to be paid to the Escrow Agent~~ in partial satisfaction of ~~all~~legal ~~amounts~~fees ~~owed~~and todisbursements ~~the Escrow Agent by the CCC Group or the ADH Group as of the TCN Closing or~~ incurred in connection with ~~the~~prior ~~TCN~~transactions ~~Closing;~~involving CCCSub and TCN;

· ~~the~~ ~~balance~~CAD$75,000 ofto ~~the~~William ~~Additional~~Harvey ~~Payment~~Jones, ~~which~~Barrister ~~will~~& ~~not~~Solicitor ~~exceed~~in ~~CAD~~partial ~~$601,618.57~~satisfaction ~~(approximately USD $451,143 as~~ of ~~April~~amounts ~~11,~~owning ~~2017)~~to ~~and~~him isin ~~expected~~respect toof belegal ~~much~~fees ~~lower,~~and todisbursements beincurred ~~held~~ in ~~escrow~~connection ~~for~~with ~~the~~prior ~~use~~transactions ofinvolving CCC, CCCSub toand ~~pay expenses.~~TCN

~~Upon~~· ~~delivery of all documents and disbursements of funds as set forth above~~CAD$250,000 ~~the TCN Closing will have occurred. The other closing (the “PubCo Closing”) will occur upon the Company closing the PubCo Arrangement. At the PubCo Closing, ADH is required~~ to ~~instruct the Escrow Agent to release the Termination and Release from escrow to CCC, CCCSub, and~~ TCN~~. Upon~~ ~~delivery~~for ofgeneral ~~the~~corporate ~~Termination~~purposes ~~and~~including ~~Release,~~ the ~~PubCo~~retirement ~~Closing~~debt ~~will have occurred and the Termination and Release will be effective as to the termination~~ of ~~the various agreements amongst the various ADH Group parties and CCC Group parties~~TCN, ~~the satisfaction of the Debt in full, and the release of the~~ CCC ~~Group parties from their obligations under the various agreements~~ and ~~any related claims the ADH Group may have against any of the CCC Group.~~CCCSub;

~~The~~· ~~TCN~~CAD$17,088 ~~Closing~~to ~~and~~Cura-Can ~~the~~in ~~PubCo~~full ~~Closing~~and ~~are~~final ~~independent~~satisfaction of ~~one~~amounts ~~another~~owing ~~and are not required~~ to ~~occur~~it in ~~any~~respect ~~particular~~of ~~order. The~~unsecured ~~Settlement~~demand ~~Agreement~~loans ~~and~~made ~~the Escrow Agreement contain other terms customary~~ to ~~agreements~~TCN ofby ~~their~~Cura-Can; ~~respective nature.~~and

· The ~~Note~~remainder ~~and~~to ~~Security Agreement~~ADH.

The ~~Note~~other ~~given~~closing by(the ~~TCN~~“PubCo inClosing”) ~~favor~~will ofoccur ~~ADH~~upon ~~represents~~the aCompany ~~line~~closing ofthe ~~credit~~PubCo ~~extended~~Arrangement. At bythe ~~ADH~~PubCo inClosing, ~~the~~ADH ~~amount~~is ofrequired up to ~~CAD~~instruct ~~$500,000~~the ~~(approximately~~Escrow ~~USD~~Agent ~~$374,705~~to asrelease ofthe ~~April~~Termination ~~11,~~and ~~2017)~~Release from ~~which~~escrow ~~TCN~~to ~~may~~CCC, ~~from~~CCCSub ~~time~~and toTCN. Upon ~~time,~~delivery ~~take~~of ~~advances (~~the ~~advances~~Termination ~~taken,~~and ~~collectively~~Release, the ~~“Principal~~PubCo ~~Balance”). As~~Closing ofwill ~~the~~have ~~date~~occurred ~~hereof,~~and the ~~Principal~~Termination ~~Balance~~and isRelease ~~CAD~~will ~~$50,000~~be ~~(approximately~~effective ~~USD $37,471~~ as ~~of April 11, 2017). Pursuant~~ to the ~~Note,~~termination ~~interest~~of ~~accrues on~~ the ~~Principal~~various ~~Balance~~agreements atamong athe ~~rate~~various ofADH ~~10%~~Group ~~per~~parties ~~annum. The~~and ~~Note~~CCC isGroup ~~due in full on demand~~parties, ~~with monthly interest only payments due on~~ the ~~15th~~satisfaction of ~~each month while~~ the ~~Principal~~Debt ~~Balance~~in ~~remains outstanding. Pursuant to the Security Agreement~~full, ~~TCN~~and ~~has secured~~ the ~~amounts~~release ~~due~~of ~~under~~ the ~~Note~~CCC byGroup ~~granting~~parties ~~ADH~~from atheir ~~general~~obligations ~~security~~under ~~interest~~the ~~over~~various ~~all~~agreements ~~currently~~and ~~held~~any ofrelated ~~after-acquired~~claims ~~property of TCN. The Note and~~ the ~~Security~~ADH ~~Agreement~~Group ~~contain~~may ~~other~~have ~~terms~~against ~~customary~~any ~~to agreements~~ of ~~their~~the ~~respective~~CCC ~~nature~~Group.

The foregoing descriptions of the Settlement Agreement, the Escrow Agreement, the PubCo Agreement, the Note, and the Security Agreement are qualified in their entirety by reference to the Settlement Agreement, the Escrow Agreement, the PubCo Agreement, the Note, and the Security Agreement, respectively, which are filed herewith as Exhibits and incorporated herein by reference.3

~~Item~~The ~~2.03~~TCN ~~Creation~~Closing and the PubCo Closing are independent of aone ~~Direct~~another ~~Financial~~and ~~Obligation~~are ornot anrequired ~~Obligation~~to ~~Under~~occur anin ~~Off-Balance~~any ~~Sheet~~particular ~~Arrangement~~order. The Revised Agreement and Escrow Agreement contain other terms customary to agreements of atheir ~~Registrant~~respective nature.

~~The disclosure required by this item is included in~~ Item 14.01 ~~hereof~~Changes ~~and~~in isRegistrant’s ~~incorporated~~Certifying ~~herein by reference.~~Accountant

~~Item~~On 8February 6, 2018, the Company appointed BF Borgers CPA PC (“Borgers”) in Lakewood, Colorado as the registered independent public accountant for the fiscal years ended December 31, 2015, 2016 and 2017.01 The ~~Other~~decision ~~Events~~to appoint Borgers was approved by the Company’s Board of Directors on February 6, 2018.

OnDuring ~~April~~the 25Company’s two most recent fiscal years and the subsequent interim period up through the date of engagement of Borgers (February 6, ~~2017~~2018), neither the Company ~~published~~nor aanyone ~~press~~on ~~release~~its ~~announcing~~behalf consulted Borgers regarding the ~~execution~~application of accounting principles to a specific completed or contemplated transaction, or the ~~Settlement~~type ~~Agreement~~of ~~and~~audit ~~Escrow~~opinion ~~Agreement~~that asmight ~~described~~be ~~herein~~rendered on the Company’s financial statements. AFurther, ~~copy~~Borgers ofhas not provided the ~~press~~Company ~~release~~with iswritten ~~filed~~or asoral ~~Exhibit~~advice ~~99.1~~that was an important factor that the Company considered in reaching a decision as to ~~this~~any ~~Current~~accounting, ~~Report~~auditing onor ~~Form~~financial ~~8-K~~reporting issues.

~~Item~~The 9Company’s former registered independent public accountant, SRCO Professional Corporation (“SRCO”), was dismissed by the Company’s Board of Directors after having been engaged in October 2015.01 ~~Financial~~SRCO ~~Statements~~did not issue any report on the Company’s financial statements. The Company provided SRCO with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the Securities and ~~Exhibits~~Exchange Commission (the “SEC”). The Company requested that SRCO furnish a letter addressed to the SEC stating whether it agrees with the statements made herein. A copy of SRCO’s letter dated February 26, 2018 is attached as Exhibit 16.1 hereto.

~~Exhibit~~Item No8.01 Other Events.

~~Description~~On January 15, 2018, the Company received a letter dated December 28, 2017 (the “Letter”) from the United States Securities and Exchange Commission (“SEC”) stating that the Company appeared not to have been in compliance with its reporting requirements under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Letter stated that the Company may be subject, without further notice, to an administrative proceeding pursuant to Section 12(j) of the Exchange Act to revoke its registration under the Exchange Act if all required reports were not filed with 15 days of the date of the Letter. The Letter also stated that the Company’s stock could be subject to a trading suspension by the SEC pursuant to Section 12(k) of the Exchange Act.

10The Company has initiated communications with the SEC staff and is in the process of preparing to draft all of its required reports in order to comply with its reporting requirements under Section 13(a) of the Exchange Act.1* While the Company is attempting to avoid the revocation of its registration under the Exchange Act, there can be no assurance that such registration will be maintained.

Settlement Agreement entered into by and among Canadian Cannabis Corp., Canada Cannabis Corp., The Clinic Network, 2264793 Ontario Inc., Avonlea-Drewry Holdings Inc., and Avonlea Ventures Inc., dated March 27, 2017.4

10Item 9.2*01 Financial Statements and Exhibits

Escrow Agreement entered into by and among Canadian Cannabis Corp., Canada Cannabis Corp., The Clinic Network, 2264793 Ontario Inc., Avonlea-Drewry Holdings Inc., Avonlea Ventures Inc., and Norton Rose Fullbright Canada LLP, dated March 27, 2017.

Regulation S-K Number	Document
10.1	First Amended and Restated Settlement Agreement by and among The Clinic Network, Canadian Cannabis Corp., Canada Cannabis Corp., 2264793 Ontario Inc., Avonlea-Drewry Holdings Inc., and Avonlea Ventures Inc., dated November 30, 2017
10.2	Amended and Restated Escrow Agreement by and among Avonlea-Drewry Holdings Inc., Avonlea Ventures Inc., Canadian Cannabis Corp., Canada Cannabis Corp., 2264793 Ontario Inc., The Clinic Network, and Norton Rose Fulbright Canada LLP dated November 30, 2017
16.1	Letter from SRCO Professional Corporation
99.1	Press Release dated December 20, 2017

10.3*SIGNATURES

~~Letter~~Pursuant ~~Agreement~~to ~~entered~~the ~~into~~requirements byof ~~and~~the ~~among~~Securities J.Exchange ~~Proust~~Act &of ~~Associates Inc.~~1934, ~~Michael~~the ~~Steele,~~registrant ~~Avonlea-Drewry~~has ~~Holdings~~duly ~~Inc.,~~caused ~~The~~this ~~Clinic~~report ~~Network,~~to ~~Canada~~be ~~Cannabis~~signed ~~Corp.,~~on ~~and~~its ~~Canadian~~behalf ~~Cannabis~~by ~~Corp.,~~the ~~dated~~undersigned ~~December~~hereunto ~~16,~~duly ~~2016~~authorized.

10.4*

	CANADIAN CANNABIS CORP.
February 26, 2018	By: /s/ Scott Keevil
	Scott Keevil
	CEO, President and Director

~~Grid~~EXHIBIT ~~Promissory Note executed by The Clinic Network in favor of Avonlea-Drewry Holdings Inc., dated March 27, 2017.~~INDEX

10.5*

Regulation S-K Number	Document
10.1	First Amended and Restated Settlement Agreement by and among The Clinic Network, Canadian Cannabis Corp., Canada Cannabis Corp., 2264793 Ontario Inc., Avonlea-Drewry Holdings Inc., and Avonlea Ventures Inc., dated November 30, 2017
10.2	Amended and Restated Escrow Agreement by and among Avonlea-Drewry Holdings Inc., Avonlea Ventures Inc., Canadian Cannabis Corp., Canada Cannabis Corp., 2264793 Ontario Inc., The Clinic Network, and Norton Rose Fulbright Canada LLP dated November 30, 2017
16.1	Letter from SRCO Professional Corporation
99.1	Press Release dated December 20, 2017

~~Security~~5 ~~Agreement entered into by and between The Clinic Network and Avonlea-Drewry Holdings Inc., dated March 27, 2017.~~

99.1*

Press Release dated April 25, 2017

* Filed herewith

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 thereunto duly authorized.

	Canadian Cannabis Corp.
	(Registrant)
Date: May 12, 2017	By:	/S/ Scott Keevil
		Scott Keevil CEO, President, and Director

Filing Compare · CANADIAN CANNABIS CORP.