SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Name of Issuer)
(Title of Class of Securities)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|CUSIP No. 34546A107||13G|
NAME OF REPORTING PERSON
Medical Marijuana, Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
SOLE VOTING POWER
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
TYPE OF REPORTING PERSON (see instructions)
Item 1(a). Name of Issuer:
Item 1(b). Address of Issuer’s Principal Executive Offices:
4660 La Jolla Village Drive, Suite 500
San Diego, California 92122
Item 2(a). Name of Person Filing:
|(1)||Medical Marijuana, Inc.|
Item 2(b). Address of Principal Business Office or, if none, Residence:
2665 Ariane Drive, Suite 207
San Diego, California 92117
Item 2(c). Citizenship:
Medical Marijuana, Inc. is an Oregon corporation.
Item 2(d). Title of Class of Securities:
Common Stock, no par value per share (the “Common Stock”).
Item 2(e). CUSIP Number:
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable .
Item 4. Ownership.
(a) Amount Beneficially Owned: 720,000 shares of Common Stock.
(b) Percent of Class: 9.1% (1)
(c) Number of shares as to which such person has:
|(i)||sole power to vote or to direct the vote:|
720,000 shares of Common Stock.
|(ii)||shared power to vote or to direct the vote:|
|(iii)||sole power to dispose or to direct the disposition of:|
720,000 shares of Common Stock.
|(iv)||shared power to dispose or to direct the disposition of:|
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: £
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
Item 10. Certification.
|(c)||By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.|
|(1)||The percentage set forth in Row 11 of the cover page and this Item 4(b) assumes that 7,900,000 shares of Common Stock were outstanding as of the date of this statement on Schedule 13G. The Issuer reported in its Quarterly Report on Form 10-Q filed on October 26, 2012, that 7,000,000 shares of Common Stock were outstanding as of such date; therefore, following the issuance of 720,000 shares to Medical Marijuana, Inc., and 180,000 shares to a third party on the same date, 7,900,000 shares of Common Stock are outstanding .|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|Medical Marijuana, Inc.|
|Date: February 12, 2013||By:||/s/ Michelle L. Sides|
Michelle L. Sides
Chairman and Chief Operating Officer