Current Report Filing (8-k)

UNITED STATES

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): June 5, 2015

MEDICAN ENTERPRISES, INC.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

000-53408		87-0474017
(Commission File Number)		(IRS Employer Identification No.)

	3440 E. Russell Road, Las Vegas, NV, 89120
	(Address of Principal Executive Offices)
	[phone]
	(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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))

 

 

 

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

Ken Williams Agreement

 

On June 5, 2015, the Company entered into an agreement with the Company’s CEO, Ken Williams, whereby Mr. Williams will receive a salary of $5,000 per month and a one-time payment of $100,000.

Gary Johnson Resignation

On June 5, 2015, the Company accepted the resignation of Gary Johnson as a member of the Company’s Board of Directors.  Mr. Johnson resigned from the Board of Directors to spend more time pursuing personal and political interests.  The Company and Mr. Johnson had no disagreements, and the Company and Mr. Johnson each wished each other well in future endeavors and pursuits.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 12, 2015, the Company issued 5,000,000 shares of preferred stock.  Each preferred share has a vote equal to 10,000 shares of common stock.  Ken Williams, the Company’s CEO, holds 3,000,000 shares of the Company’s preferred stock.  Edwin S. Jang, LLC holds 1,510,000 shares of the Company’s preferred stock.

On June 15, 2015, the Company amended its Articles of Incorporation to raise the number of authorized common shares to ten billion shares.

Item 8.01 Other Events

The Company has also terminated its interest in pursuing the purchase of real estate and other opportunities in Arizona and California at this time.  The Company is focusing its efforts on projects in other parts of the United States including Michigan

Item 9.01 Financial Statements and Exhibits

5.2           Agreement with Ken Williams dated June 5, 2015.

 

5.3           Certificate of Designation dated June 11, 2015

 

 

 

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SIGNATURES

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. 

	MEDICAN ENTERPRISES, INC.
June 15, 2015	By:	/s/ Kenneth Williams
		Kenneth Williams
		Chief Executive Officer and Director

 

 

 

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Exhibit 5.2

 

MediCan Enterprises Inc. 3440 E Russell Road Las Vegas, NV 89120

 

 

June 5, 2015

Kenneth Williams

885 Cliffs Drive, apt 304

Ypsilanti, Mi. 48198

RE:           Employment

 

Dear Mr. Williams:

 

Medican Enterprises, Inc. (the “Company”) is pleased to offer you continued employment on the following terms:

 

 Position.  You will continue to serve as the Company’s Chief Executive Officer.  You will report directly to the Board of Directors of the Company.  By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments that will be inconsistent with your obligations to the Company, excepting those obligations discussed herein, which by virtue of this agreement, are deemed consistent with your obligations to the Company.

 

 Salary.  You will be paid a salary at the monthly rate of $5,000.  This salary will be subject to an upward adjustment only pursuant to the Company’s employee compensation policies applicable to senior executives, as in effect from time to time.

 

 Preferred Shares.  Subject to the approval of the Company’s Board of Directors, you will be granted 3,000,000 shares of the Company’s preferred shares (the “Preferred Shares”), which will constitute 60% of the issued and outstanding Preferred Shares.         A certificate of designation will immediately be filed with the Nevada Secretary of State  that will outline the following  rights and privileges of the aforementioned preferred shares that the Company will also adopt:

 

1)not subject to any dilution or the effects of any reverse splits

2)convertible into common shares in the ratio of 1 preferred share to 10,000  common shares with this ratio never to be adjusted.

3) voting rights valued as if converted at the above-stated ratio without the need to do so.

4)the voting rights attached to the preferred shares can never outvote Kenneth Williams while he is a director.

 

(4)           Bonus.   In addition to the compensation referenced above, you will have the opportunity to receive bonus compensation based upon criteria set forth by the Company’s Board of Directors.    In addition to any bonuses received from achieving such criteria set forth by the Company’s Board of Directors, you will be entitled to receive a $100,000 cash payment within two weeks of execution of this agreement.

 

(5)           Period of Employment.  Your employment with the Company has run from June 25, 2013 and will continue through to June 1, 2016, after which it will become “at will,” meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause, unless the Board of Directors extends the term prior to June 1, 2016.  In the event that you are terminated by the Company prior to June 1, 2016, for any reason other than for cause, you will be entitled to receive your full salary through June 1, 2016.

 

 

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MediCan Enterprises Inc. Head Office 3440 E Russell Road Las Vegas, NV 89120

(6)           Outside Activities.  While you render services to the Company, you may engage in other gainful employment, business or activity, however, any and all such activities shall not be considered competitive with the Company.

 

(7)           Entire Agreement.  This letter contains all of the terms of your employment with the Company and supersedes any prior understandings or agreements, whether oral or written, between you and the Company.

(9)   Amendment and Governing Law.  This letter agreement may not be amended or modified except by an express written agreement signed by both you and a majority of the Company’s Board of Directors.  The terms of this letter agreement, and the resolution of any disputes arising pursuant hereto, will be governed by Nevada law.

 

We hope that you find the foregoing terms acceptable. You may indicate your agreement with these terms and accept this offer by signing and dating below.

 

Very truly yours,

 

THE BOARD OF DIRECTORS OF MEDICAN ENTERPRISES, INC.

 

By:

________________________________

 

I have read and accept this employment offer:

________________________________

Ken Williams

 

Dated: June 5, 2015

 

 

 

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Exhibit 5.3

 

 

 

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