Nevada
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91-1869677
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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Large accelerated
filer [ ]
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Accelerated
filer [ ]
|
||
Non-accelerated
filer [ ]
|
Smaller
reporting
company [X]
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TITLE
OF SECURITIES TO BE REGISTERED
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AMOUNT
TO BE REGISTERED
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PROPOSED
MAXIMUM OFFERING PRICE PER SHARE
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PROPOSED
MAXIMUM AGGREGATE OFFERING PRICE (1)
|
AMOUNT
OF REGISTRATION FEE
|
Common
Stock $0.001
par
value
|
6,500,000
|
$0.25(1)
|
$1,625,000.00
|
$90.68
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TOTALS
|
6,500,000
|
$1,625,000.00
|
$90.68
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(1)
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This
calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457 under the
Securities Act of 1933, as amended, and is calculated on the basis of the
closing average of the bid and asked price per share of Common Stock of
Cannabis Science, Inc. listed on the OTC Bulletin Board as of May 27,
2009, a date within five business days prior to the filing of this
registration statement.
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Page
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INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
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4
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INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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4
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Item
2. Registrant Information and Employee Plan Annual
Information4
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4
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Item
3. Incorporation of Documents by Reference
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4
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Item
4. Description of Securities
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5
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Item
5. Interests of Named Experts and Counsel
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5
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Item
6. Indemnification of Directors and Officers
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5
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Item
7. Exemption from Registration Claimed
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5
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Item
8. Exhibits
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5
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Item
9. Undertakings
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6
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SIGNATURES
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8
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EXHIBIT
INDEX
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8
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(1)
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Cannabis
Science’s latest Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2008, filed on May 13, 2009, pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
and
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(2)
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All
reports of the Company filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
on Form 10-K referred to in subparagraph (1) above;
and
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(3)
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All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to filing of a
post-effective amendment which indicate that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in and to be a part hereof from
the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of
this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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·
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Article
XI of our Articles of Incorporation;
and
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|
·
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Nevada
Revised Statutes, Chapter 78.
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Exhibit
No
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Title
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4.1
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2009
Stock Compensation Plan
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5.1
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Opinion
of Dean Law Corp. with respect to the legality of the Common Stock being
registered hereby.
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23.1
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Consent
of Turner, Stone & Company, LLP
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23.2
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Consent
of Dean Law Corp. (included in Exhibit
5.1)
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(1)
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To
file, during any period in which offers or sales are being made, a post
-effective amendment to this registration statement
to:
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(i)
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include
any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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reflect
in the prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement;
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(iii)
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include
any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change
to such information in this registration
statement.
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(2)
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That,
for the purpose of determining any liability pursuant to the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities offered at that time shall be deemed to be the
initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(4)
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To
deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the Securities Exchange Act of 1934; and, where interim financial
information require to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus to
provide such interim financial
information.
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(5)
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Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act and is therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
registrant of expenses incurred or paid by a director, officer or
controlling person of registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
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TITLE
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DATE
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/s/
Steven W.
Kubby
Steven
W. Kubby
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Chief
Executive Officer, Director
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May
28, 2009
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/s/ Richard
Cowen
Richard
Cowen
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Chief
Financial Officer, Director
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May
28, 2009
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/s/ Robert
Melamede
Robert
Melamede
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Director
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May
28, 2009
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Exhibit
No
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Title
|
4.1
|
2009
Stock Compensation Plan
|
5.1
|
Opinion
of Dean Law Corp. with respect to the legality of the Common Stock being
registered hereby.
|
23.1
|
Consent
of Turner, Stone & Company, LLP
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23.2
|
Consent
of Dean Law Corp. (included in Exhibit
5.1)
|