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): April 13, 2015

                                 AMERICANN, INC.
                    -----------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                       000-54231                 27-4336843
  ------------------------         -------------------       ------------------
(State or other jurisdiction      (Commission File No.)     (IRS Employer
  of incorporation)                                          Identification No.)

                          3200 Brighton Blvd., Unit 144
                                Denver, CO 80216
                   ------------------------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (303) 862-9000



          (Former name or former address if changed since last report)

Check 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 (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01.  Entry Into a Material Definitive Agreement

     On  September  21, 2014  AmeriCann  entered into two loan  agreements  with
Wellness  Group  Pharms,  LLC  ("WGP").  Subsequent  to  entering  into the loan
agreements  WGP,  applied to the state of Illinois  for  licenses to operate two
marijuana cultivation facilities under the Illinois Compassionate Use of Medical
Cannabis Pilot Program Act.

     On  February  2, 2015 WGP was  notified  that it was awarded one of the two
licenses for which it applied  under the  Illinois  Act. The State only issued a
total of 18 cultivation and processing licenses.

     Under the terms of the loan agreement  pertaining to the license awarded to
WGP,  AmeriCann  had  agreed to loan WGP up to  $4,700,000,  subject  to certain
conditions.  Proceeds  from the loan would be used to  construct  the  marijuana
cultivation facility and for start-up costs.

     On February 23, 2015 AmeriCann and WGP amended their agreement and expanded
the scope of their partnership.

     The amended  agreement  called for AmeriCann to serve as the developer of a
new facility to be called the Illinois Medical Cannabis Center.

     AmeriCann  was to serve as the  project  developer  and would own the IMCC,
plus provide working capital funding and horticultural assistance to WGP.

     The expanded  Agreement  included a Draw  Schedule by which  AmeriCann  was
required  to  provide  construction  capital to build the IMCC  project  and for
Working Capital to be supplied to WGP.

     AmeriCann  provided initial funding of $600,000 to WGP on February 23, 2015
in accordance with Draw #1.

     The budgeted amount for Draw #2 was $379,333.  Prior to the funding of this
amount for Draw #2, WGP requested that  AmeriCann  fund an additional  $214,522,
not initially scheduled for Draw #2, for an essential metal building that was to
be delivered earlier than anticipated by WGP. The original  Agreement  scheduled
this item to be paid from Draw #4.  With this  request,  WGP agreed to  transfer
certain  non-essential  items for Draw #2 to  future  draws to  accommodate  the
additional expense for the building.

     AmeriCann  provided in excess of $405,000 for Draw #2,  which  exceeded the
Draw #2 requirements by  approximately  $26,000.  The total capital  provided by
AmeriCann after Draw #2 was in excess of $1,000,000.

     On April 7, 2015,  WGP sent notice to AmeriCann  claiming that the $214,522
payment that  AmeriCann made for the building was not authorized by WGP and that
AmeriCann's  payment for building was made "...at its own election." WGP further
claimed that AmeirCann  failed to provide funding  pursuant to the original plan
and as a result the agreements between AmeriCann and WGP were void.

                                       2
<PAGE>

     On April 10, 2015,  WGP notified  AmeriCann that the  relationship  between
AmeriCann and WGP could continue only if AmeriCann agreed to accept  significant
changes  to the  original  agreements.  In this  correspondence,  WGP made eight
demands including the following:

     (1)  That AmeriCann  provide an extra $2,000,000 in working capital to WGP,


     (2)  That  AmeriCann  agree to  reduce  the  interest  rate on the  working
          capital loan to WGP by 6%, and

     (3)  That  AmeriCann  would not pay vendors  and  suppliers  directly,  but
          rather that all funds had to be provided to WGP for disbursements.

     AmeriCann's  management  believed that WGP's notice to void the  agreements
was without merit and that this was merely an attempt to  renegotiate  the terms
of a valid contract.

     AmeriCann rejected WGP's proposal outright.

     AmeriCann has notified WGP that  AmeriCann  has  fulfilled its  obligations
pursuant  to its  agreements  with WGP but due to WGP's  anticipatory  breach of
contract,  repeated lack of good faith and fair dealing,  AmeriCann's agreements
with WGP were terminated.

     AmeriCann  will take all necessary  steps to recover its  investment and to
pursue its claims against WGP.

                                       3
<PAGE>

                                   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.

Date: April 21, 2015
                                      AMERICANN, INC.


                                      By: /s/ Timothy Keogh
                                          --------------------------------------
                                          Timothy Keogh, Chief Executive Officer
[{"type": "8-K", "sequence": "1", "filename": "form8kitem101wellagree4-15.txt", "description": "FORM 8-K ITEM 1.01", "secsgml_size_bytes": 6554}]
{"company-data": {"conformed-name": "AmeriCann, Inc.", "cik": "0001508348", "assigned-sic": "6770", "irs-number": "274336843", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-54231", "film-number": "15784054"}, "business-address": {"street1": "3200 BRIGHTON BLVD.", "street2": "UNIT 114", "city": "DENVER", "state": "CO", "zip": "80216", "phone": "303-898-9832"}, "mail-address": {"street1": "3200 BRIGHTON BLVD.", "street2": "UNIT 114", "city": "DENVER", "state": "CO", "zip": "80216"}, "former-company": [{"former-conformed-name": "Americann, Inc.", "date-changed": "20140516"}, {"former-conformed-name": "Nevada Health Scan, Inc.", "date-changed": "20101220"}]}
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): April 13, 2015

                                 AMERICANN, INC.
                    -----------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                       000-54231                 27-4336843
  ------------------------         -------------------       ------------------
(State or other jurisdiction      (Commission File No.)     (IRS Employer
  of incorporation)                                          Identification No.)

                          3200 Brighton Blvd., Unit 144
                                Denver, CO 80216
                   ------------------------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (303) 862-9000

          (Former name or former address if changed since last report)

Check 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 (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.  Entry Into a Material Definitive Agreement

     On  September  21, 2014  AmeriCann  entered into two loan  agreements  with
Wellness  Group  Pharms,  LLC  ("WGP").  Subsequent  to  entering  into the loan
agreements  WGP,  applied to the state of Illinois  for  licenses to operate two
marijuana cultivation facilities under the Illinois Compassionate Use of Medical
Cannabis Pilot Program Act.

     On  February  2, 2015 WGP was  notified  that it was awarded one of the two
licenses for which it applied  under the  Illinois  Act. The State only issued a
total of 18 cultivation and processing licenses.

     Under the terms of the loan agreement  pertaining to the license awarded to
WGP,  AmeriCann  had  agreed to loan WGP up to  $4,700,000,  subject  to certain
conditions.  Proceeds  from the loan would be used to  construct  the  marijuana
cultivation facility and for start-up costs.

     On February 23, 2015 AmeriCann and WGP amended their agreement and expanded
the scope of their partnership.

     The amended  agreement  called for AmeriCann to serve as the developer of a
new facility to be called the Illinois Medical Cannabis Center.

     AmeriCann  was to serve as the  project  developer  and would own the IMCC,
plus provide working capital funding and horticultural assistance to WGP.

     The expanded  Agreement  included a Draw  Schedule by which  AmeriCann  was
required  to  provide  construction  capital to build the IMCC  project  and for
Working Capital to be supplied to WGP.

     AmeriCann  provided initial funding of $600,000 to WGP on February 23, 2015
in accordance with Draw #1.

     The budgeted amount for Draw #2 was $379,333.  Prior to the funding of this
amount for Draw #2, WGP requested that  AmeriCann  fund an additional  $214,522,
not initially scheduled for Draw #2, for an essential metal building that was to
be delivered earlier than anticipated by WGP. The original  Agreement  scheduled
this item to be paid from Draw #4.  With this  request,  WGP agreed to  transfer
certain  non-essential  items for Draw #2 to  future  draws to  accommodate  the
additional expense for the building.

     AmeriCann  provided in excess of $405,000 for Draw #2,  which  exceeded the
Draw #2 requirements by  approximately  $26,000.  The total capital  provided by
AmeriCann after Draw #2 was in excess of $1,000,000.

     On April 7, 2015,  WGP sent notice to AmeriCann  claiming that the $214,522
payment that  AmeriCann made for the building was not authorized by WGP and that
AmeriCann's  payment for building was made "...at its own election." WGP further
claimed that AmeirCann  failed to provide funding  pursuant to the original plan
and as a result the agreements between AmeriCann and WGP were void.

                                       2
On April 10, 2015,  WGP notified  AmeriCann that the  relationship  between
AmeriCann and WGP could continue only if AmeriCann agreed to accept  significant
changes  to the  original  agreements.  In this  correspondence,  WGP made eight
demands including the following:

     (1)  That AmeriCann  provide an extra $2,000,000 in working capital to WGP,

     (2)  That  AmeriCann  agree to  reduce  the  interest  rate on the  working
          capital loan to WGP by 6%, and

     (3)  That  AmeriCann  would not pay vendors  and  suppliers  directly,  but
          rather that all funds had to be provided to WGP for disbursements.

     AmeriCann's  management  believed that WGP's notice to void the  agreements
was without merit and that this was merely an attempt to  renegotiate  the terms
of a valid contract.

     AmeriCann rejected WGP's proposal outright.

     AmeriCann has notified WGP that  AmeriCann  has  fulfilled its  obligations
pursuant  to its  agreements  with WGP but due to WGP's  anticipatory  breach of
contract,  repeated lack of good faith and fair dealing,  AmeriCann's agreements
with WGP were terminated.

     AmeriCann  will take all necessary  steps to recover its  investment and to
pursue its claims against WGP.

                                       3
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.

Date: April 21, 2015
                                      AMERICANN, INC.

                                      By: /s/ Timothy Keogh
                                          --------------------------------------
                                          Timothy Keogh, Chief Executive Officer