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Filing Details

Accession Number:: 0001019687-14-002821
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-07-25 19:09:58
Reporting Period:: 2013-11-07

Filing Date:: 2014-07-25
Accepted Time:: 2014-07-25 19:09:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1510964	Cannavest Corp.	CANV	Real Estate Agents & Managers (For Others) (6531)	800944970

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1562879	P Bart Mackay	5325 S. Jones Blvd. Las Vegas NV 89118	Yes	No	No	Yes
1562880	Mercia Holdings Llc	5325 S. Jones Blvd. Las Vegas NV 89118	No	No	No	Yes
1562881	Mai Dun Ltd Llc	5325 S. Jones Blvd. Las Vegas NV 89118	No	No	No	Yes
1614961	Mackay Ventures Inc.	1193 S. 2100 E Springville UT 84663	No	No	No	Yes
1614962	Roen Ventures Llc	5325 S. Jones Blvd. Las Vegas NV 89118	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-01-15	100,000	$1.00	100,000	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2014-01-22	10,000,000	$0.60	10,000,000	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-05-03	1,000,000	$0.00	1,100,000	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2014-05-03	1,861,759	$0.00	5,739,518	No	4	J	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Convertible Promissory Note	Disposition	2013-11-07	6,000,000	$0.00	10,000,000	$0.60

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2013-11-07	2015-03-01	No	4	C	Indirect

Footnotes

The securities are owned solely by Mackay Ventures, Inc. ("Mackay Ventures"), who is a member of a "group" with Mai Dun Limited LLC ("Mai Dun"), Mercia Holdings LLC ("Mercia") and Bart Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole director, officer and shareholder of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
The securities are owned solely by Roen Ventures LLC, a 10% owner of Issuer ("Roen Ventures"). Mai Dun and Mercia are the sole members of Roen Ventures. Mr. Mackay is the sole manager of Roen Ventures, and may be deemed to possess sole voting and investment control over the securities held by Roen Ventures, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
On May 3, 2014, Mercia transferred and assigned 1,000,000 shares of the Issuer's common stock to Mackay Ventures, its parent company. No consideration was paid for the transfer of the shares as the transfer was made between wholly owned, related entities, both wholly owned by Mr. Mackay.
On May 3, 2014, Mercia transferred and assigned 1,861,759 shares of the Issuer's common stock to Mai Dun. No consideration was paid for the transfer of the shares as the transfer was made between wholly owned, related entities, both wholly owned by Mr. Mackay.
The securities are owned solely by Mai Dun, who is a member of a "group" with Mercia, Mackay Ventures and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole member of Mai Dun, and may be deemed to possess sole voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Following the transactions, Mercia does not own any securities of the Issuer directly.
As previously reported by the Issuer in that certain Current Report on Form 8-K filed with the SEC on July 31, 2013, on July 25, 2013, the disinterested members of the Issuer's Board of Directors (the "Board") approved an amendment to the convertible Promissory Note (the "Note") to provide for an increase in the amount of loans to be provided in the future in an amount of up to $6,000,000 and the ability of Roen Ventures to convert, in its sole discretion, the outstanding balance under the Note into shares of common stock of the Issuer at a conversion price to be determined. As previously reported by the Issuer in that certain Current Report on Form 8-K filed with the SEC on November 13, 2013, the conversion price was set by the Board on November 7, 2013.