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): March 14, 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.)
 
c/o Gottbetter & Partners, LLP
488 Madison Ave., 12 th Floor
New York, NY
 
10022
(Address of principal executive offices)
 
(Zip Code)

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

Frac Water Systems, Inc.
1266 1 st Street, Suite 4
Sarasota, FL 34236
(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 1.01 Entry into a Material Definitive Agreement.
 
On March 14, 2014 Frac Water Systems, Inc., a Nevada corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company merged with its wholly owned subsidiary, Cannabis Therapy Corp., a Nevada corporation with no material operations ("Merger Sub" and such merger transaction, the "Merger"). Upon the consummation of the Merger, the separate existence of Merger Sub ceased and shareholders of the Company became shareholders of the surviving company named Cannabis Therapy Corp.
 
As permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of the Company's name. Upon the filing of Articles of Merger (the "Articles of Merger") with the Secretary of State of Nevada on March 17, 2014 to effect the Merger, the Company's Articles of Incorporation were deemed amended to reflect the change in the Company's corporate name.
 
A copy of the Articles of Merger as filed with the Secretary of State of Nevada on March 17, 2014 is attached as Exhibit 2.1. A copy of the Merger Agreement dated March 14, 2014 is attached as Exhibit 2.2.
 
The Company's common stock will temporarily remain listed for quotation on OTC Markets and the OTC Bulletin Board under the current symbol “FWSI” until a new symbol is assigned by Financial Industry Regulatory Authority, Inc. (FINRA). The Company will publicly announce the new trading symbol when assigned by FINRA and the effective date of the symbol change.
 
The name change was made in connection with our entry with the business of manufacturing and marketing pharmaceutical level products containing phytocannabinoids, an abundant and pharmaceutically active component of cannabis, for the treatment of various conditions and diseases.
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
 
See Item 1.01 above.
 
Item 8.01 Other Events.
 
On March 11, 2014 our board of directors authorized a 1.5 for 1 forward split of our common stock in the form of a stock dividend (the “Stock Split”). In connection therewith, Company shareholders of record as of the close of business on March 27, 2014, the record date, will receive an additional .5 shares of our common stock for each share of our common stock held by them on the record date.
 
 
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Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibits filed as part of this Current Report are as follows:
 
Exhibit No.
 
Description
 
 
 
2.1
 
Articles of Merger as filed with the Nevada Secretary of State on March 17, 2014
 
 
 
2.2
 
Agreement and Plan of Merger, dated March 14, 2014, by and between Frac Water Systems, Inc. and Cannabis Therapy Corp.

 
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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: March 19, 2014
By:
/s/ Soren Mogelsvang
 
  Name: 
Soren Mogelsvang
 
  Title: 
Chief Executive Officer
 
 
 
 
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EXHIBIT 2.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT 2.2
 
AGREEMENT AND PLAN OF MERGER
 
This AGREEMENT AND PLAN OF MERGER, dated as of March 14, 2014, is entered into by and between Frac Water Systems, Inc., a Nevada corporation (“FWSI”), and Cannabis Therapy Corp., a Nevada corporation (“CTC”).
 
RECITALS
 
A.  
CTC is a wholly-owned subsidiary of FWSI;
 
B.  
The boards of directors of CTC and FWSI deem it advisable and in the best interests of their respective companies and shareholders that CTC be merged with and into FWSI, with FWSI remaining as the surviving corporation under the name “Cannabis Therapy Corp.”;
 
C.  
The board of directors of CTC has approved the plan of merger embodied in this Agreement; and
 
D.  
The board of directors of FWSI has approved the plan of merger embodied in this Agreement.
 
In consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:
 
AGREEMENT
 
1. THE MERGER
 
1.1 The Merger . Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), CTC shall be merged with and into FWSI in accordance with the applicable laws of the State of Nevada (the “Merger”). The separate existence of CTC shall cease, and FWSI shall be the surviving corporation under the name “Cannabis Therapy Corp.” (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.
 
1.2  The Effective Date . The Merger shall become effective on the date and at the time (the “Effective Date”) that:
 
 
(a)
the Articles of Merger, in substantially the form previously circulated among the Board of Directors of FWSI and CTC, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and
 
 
(b)
after satisfaction of the requirements of the laws of the State of Nevada.
 
1.3  Articles of Incorporation . On the Effective Date, the Articles of Incorporation of FWSI, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of FWSI, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Cannabis Therapy Corp.”.
 
1.4  Bylaws . On the Effective Date, the Bylaws of FWSI, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.
 
1.5  Directors and Officers . The directors and officers of FWSI immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.
 
2. CONVERSION OF SHARES
 
2.1  Common Stock of FWSI . Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of FWSI, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.0001 per share (the “Survivor Stock”).
 
 
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2.2  Common Stock of CTC . Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of CTC, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.
 
2.3  Exchange of Certificates . Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of shares of Survivor Stock to which such person is entitled as provided herein.
 
3. EFFECT OF THE MERGER
 
3.1  Rights, Privileges, Etc . On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of CTC and FWSI; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of CTC and FWSI on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed; title to any real estate, or any interest therein vested in CTC or FWSI, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of CTC and FWSI shall be preserved unimpaired, and all liens upon the property of CTC or FWSI shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.
 
3.2  Further Assurances . From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of CTC such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of CTC and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of CTC or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
 
4. GENERAL
 
4.1  Abandonment . This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of CTC and FWSI.
 
4.2  Amendment . At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both CTC and FWSI.
 
4.3  Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.
 
4.4  Counterparts . In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.
 
4.5  Electronic Means . Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.
 
IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.
 
 
  FRAC WATER SYSTEMS, INC.  
       
 
By:
  /s/ Soren Mogelsvang  
  Name: Soren Mogelsvang  
  Title: Chief Executive Officer  
 
  CANNABIS THERAPY CORP.  
       
 
By:
/s/ Soren Mogelsvang    
  Name: Soren Mogelsvang  
  Title: Chief Executive Officer  
 
 
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