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): January 29, 2014


                        ADVANCED CANNABIS SOLUTIONS, INC.
                    ----------------------------------------
                 (Name of Small Business Issuer in its charter)


          Colorado                   000-54457                   20-8096131
    --------------------        -----------------           ------------------
 (State of incorporation)      (Commission File No.)       (IRS Employer
                                                            Identification No.)

                         7750 N. Union Blvd., Suite 201
                           Colorado Springs, Co 80920
                      -------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (719) 590-1414



          (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 3.02.  Unregistered Sales of Equity Securities

     On January 29, 2014 the Company sold  convertible  promissory  notes in the
principal  amount of $1,605,000 to a group of  accredited  investors.  The notes
bear interest at 12% per year, payable quarterly, mature on October 31, 2018 and
are  convertible  into shares of the  Company's  common  stock,  initially  at a
conversion price of $5.00 per share.

     The convertible  notes were not registered under the Securities Act of 1933
and are restricted securities. The Company relied upon the exemption provided by
Rule 506 of the Securities and Exchange  Commission in connection  with the sale
of  these   securities.   The  persons  who  acquired  these   securities   were
sophisticated  investors  and  were  provided  full  information  regarding  the
Company's  business  and  operations.  There  was  no  general  solicitation  in
connection with the offer or sale of these securities.  The persons who acquired
the  convertible  notes  acquired them for their own accounts.  The  convertible
notes cannot be sold except pursuant to an effective  registration  statement or
an exemption from registration.

     We paid a commission of $160,500 and a non-accountable expense allowance of
$32,100 to the placement agents for this offering.

                                       2


                                   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: January 30, 2014               ADVANCED CANNABIS SOLUTIONS, INC.


                                     By:/s/ Robert Frichtel
                                        ----------------------------------------
                                        Robert Frichtel, Chief Executive Officer