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Cannasys Inc (OTC:MJTK)

WEB NEWS

Friday, August 29, 2014

Reverse Merger Activity

On August 15, 2014, Thermal Tennis, Inc., a publicly held Nevada corporation subject to the periodic reporting requirements under the Exchange Act (“Thermal Tennis”), and CannaSys, Inc., a privately held Colorado corporation focused on providing services to the cannabis industry (“CannaSys”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine the business and activities of Thermal Tennis and CannaSys into a single entity (the “Merger”). Under the terms of the Merger Agreement, a wholly owned subsidiary of Thermal Tennis formed to effectuate the Merger was merged with and into CannaSys, the surviving entity, which then became a wholly owned subsidiary of Thermal Tennis. By operation of the Merger, which was effective August 15, 2014, all of the CannaSys outstanding common stock was converted into a total of 6,000,000 shares of common stock of Thermal Tennis, which constitutes 57.70% of the Company’s total issued and outstanding common stock.

The shareholders of Thermal Tennis prior to the merger retained an aggregate of 4,398,088 shares of common stock. The Company had no outstanding options or warrants to purchase shares of common stock.

The foregoing descriptions of the terms of the Merger Agreement are qualified in their entirety by reference to the provisions of the Merger Agreement filed as Exhibit 2.1 to this Report.

In connection with the closing of the Merger, Thermal Tennis agreed to change its name to CannaSys, Inc., subject to the filing and dissemination of an information statement meeting the requirements of the Exchange Act.

For purposes of this report, “Company” refers to the consolidated entity after taking into effect the merger transaction, “Thermal Tennis” refers to the Nevada corporation prior to the Merger, and “CannaSys” refers to the Colorado corporation and its predecessor limited liability company prior to the Merger.

Prior to the Merger, the management teams of Thermal Tennis and CannaSys did not have any prior relationships. Effective as of closing, Brandon C. Jennewine joined Thermal Tennis incumbent director Robert Deller to form a two-person board of the Company. Subject to compliance with the 10-day advance stockholder notice requirements of Rule 14f-1 under the Exchange Act, Robert Deller will resign as a director and officer of the Company, and Daniel J. Rogers will be appointed to fill the resulting vacancy. The Company appointed the principal stockholders of CannaSys as the Company’s principal officers. See “Form 10 Disclosure, Item 5 — Directors and Executive Officers” below.

The Company issued the 6,000,000 shares of common stock to the CannaSys shareholders in the Merger in reliance on the exemption from registration under the Securities Act pursuant to Section 4(a)(2) thereof and other available exemptions. The Company’s shares of common stock issued to the CannaSys shareholders may not be offered or sold unless they are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. No registration statement covering these securities or respecting the Merger has been filed with the United States Securities and Exchange Commission (the “SEC”) or with any state securities commission.

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