0001004878-13-000246.txt : 20130816
0001004878-13-000246.hdr.sgml : 20130816
20130816171352
ACCESSION NUMBER: 0001004878-13-000246
CONFORMED SUBMISSION TYPE: SC 14F1
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130816
DATE AS OF CHANGE: 20130816
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Promap Corp
CENTRAL INDEX KEY: 0001477009
STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389]
IRS NUMBER: 208096131
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 14F1
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-87587
FILM NUMBER: 131046187
BUSINESS ADDRESS:
STREET 1: 6855 SOUTH HAVANA STREET
STREET 2: SUITE 400
CITY: CENTENNIAL
STATE: CO
ZIP: 80112
BUSINESS PHONE: (720) 889-0510
MAIL ADDRESS:
STREET 1: 6855 SOUTH HAVANA STREET
STREET 2: SUITE 400
CITY: CENTENNIAL
STATE: CO
ZIP: 80112
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Promap Corp
CENTRAL INDEX KEY: 0001477009
STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389]
IRS NUMBER: 208096131
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 14F1
BUSINESS ADDRESS:
STREET 1: 6855 SOUTH HAVANA STREET
STREET 2: SUITE 400
CITY: CENTENNIAL
STATE: CO
ZIP: 80112
BUSINESS PHONE: (720) 889-0510
MAIL ADDRESS:
STREET 1: 6855 SOUTH HAVANA STREET
STREET 2: SUITE 400
CITY: CENTENNIAL
STATE: CO
ZIP: 80112
SC 14F1
1
sched14a1aug-13.txt
SCHED. 14F-1 ACS ACQUIS.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
SCHEDULE 14F-1 INFORMATION
Information Statement Pursuant to Section 14(f)
of the Securities and Exchange Act of 1934 and
Securities and Exchange Rule 14f-1
PROMAP CORPORATION
-----------------------------------
(Name of Registrant as Specified in its Charter)
Colorado 000-54457 20-8096131
------------------------- ----------------- ---------------------
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification No.)
of Incorporation)
7750 N. Union Blvd., Ste. 210
Colorado Springs, CO 80920
------------------------------------
(Address of principal executive offices)
Company's telephone number, including area code: (719) 590-1414
PROMAP CORPORATION
7750 N. Union Blvd., Ste. 210
Colorado Springs, CO 80920
(719) 590-1414
INTRODUCTION
On August 14, 2013 we acquired approximately 94% of the issued and
outstanding shares of Advanced Cannabis Solutions, Inc., ("ACS"), in exchange
for 12,100,000 shares of our common stock.
In connection with the Acquisition:
o 8,000,000 shares of our outstanding common stock was cancelled;
o Robert Frichtel was appointed as a director and our Principal
Executive and Financial Officer;
o Roberto Lopesino was appointed our Vice President; and
o Steven Tedesco and Robert Carrington, Jr., resigned as our officers
and directors.
As a result of the acquisition, the former shareholders of ACS own
approximately 88% of our common stock. We plan to acquire the remaining
outstanding shares of ACS at a later date.
Unless otherwise indicated, all references to us include the operations of
ACS.
ACS was incorporated in Colorado on June 5, 2013.
As a result of the acquisition of ACS, our business plan has changed. We
now plan to lease growing space and related facilities to licensed marijuana
growers and dispensary owners for their operations. Additionally, we plan to
provide a variety of services to the cannabis industry, including a medical
marijuana research and new product development laboratory. We will not harvest,
distribute or sell cannabis or any substances that violate United States law or
the Controlled Substances Act, nor does we intend to do so in the future.
VOTING SECURITIES
Our common stock is the only class of equity security that we have
outstanding. Each share of our common stock entitles its holder to one vote at
any meeting of our shareholders.
The following table lists, as of August 14, 2013, the shareholdings of;
(i) each person who owns beneficially 5% or more of our common stock; (ii) each
of our officers and directors; and (iii) all current officers and directors as a
group. Unless otherwise indicated, each owner has sole voting and investment
powers over their shares of common stock.
2
Number of Shares
Which Will Be Percentage
Name Beneficially Owned of Class
---- ------------------ -----------
Robert L. Frichtel 1,000,000 7.2%
Roberto Lopesino 1,150,000 (1) 8.3%
--------- ------
All officers and directors
as a group (2 persons) 2,150,000 15.5%
========= =====
(1) Shares are held of record by The List Consulting LLC, an entity controlled
by Mr. Lopesino.
MANAGEMENT
Information concerning our new management follows.
Name Age Position
---- --- ----------
Robert L. Frichtel 49 President, Chief Executive Officer and a Director
Roberto Lopesino 35 Vice President
The following is a brief summary of the background of each officer and
director including their principal occupation during the five preceding years.
None of these persons is a financial expert as that term is defined by the
Securities and Exchange Commission. All directors will serve until their
successors are elected and qualified or until they are removed.
Robert L. Frichtel served as a managing partner of IBC Capital Group, a
commercial real estate and finance company, since 2002. Between 1999 and 2001,
Mr. Frichtel was the president and Chief Operating Officer of EOS Group, a
division of Health Net, a NYSE listed healthcare company. Since 2001 Mr.
Frichtel has consulted for numerous clients throughout the nation that are
engaged in the medical marijuana business and has written articles for Bloomberg
business regarding the cannabis industry. Mr. Frichtel received a Bachelor of
Science degree in business administrative from Colorado State University in
1985.
Roberto Lopesino, since March 2013, has operated a consulting business
that studies and monitors the medical marijuana market in Colorado and consults
to the industry on market pricing and trends. Since April 2011, Mr. Lopesino has
operated a non-brokered commodities market for the commercial production of
medical grade marijuana. Between August 2010 and March 2011, he was the owner
and manager of North Boulder Wellness Center in Boulder, Colorado, a multi-site
medical dispensary and producer of marijuana. Between November 2007 and March
2010, Mr. Lopesino operated and managed a company specializing in deep powder
snowcat and heli skiing in the San Juan mountain range of Colorado. In February
2006, Mr. Lopesino founded, and until December 2007 operated a multilingual
title company specializing in real estate document preparation and closings. Mr.
Lopesino studied engineering at Purdue University and the University of Colorado
in Boulder.
3
Robert Fritchel and Robert Lopesino are not independent directors as that
term is defined in Section 803 of the NYSE MKT Company Guide.
Audit, Nominating and Compensation Committees
Our Board of Directors does not have standing audit, nominating or
compensation committees, committees performing similar functions, or charters
for such committees. Instead, the functions that might be delegated to such
committees are carried out by our Board of Directors, to the extent required.
Our Board of Directors believes that the cost of associated with such
committees, has not been justified under our current circumstances.
Given our lack of operations to date, our Board of Directors believes that
its current members have sufficient knowledge and experience to fulfill the
duties and obligations of an audit committee. None of the current Board members
is an "audit committee financial expert" within the meaning of the rules and
regulations of the SEC. The Board has determined that each of its members is
able to read and understand fundamental financial statements and has substantial
business experience that results in that member's financial sophistication.
Our Board of Directors does not currently have a policy for the
qualification, identification, evaluation, or consideration of board candidates
and does not think that such a policy is necessary at this time, because it
believes that, given the limited scope of our operations, a specific nominating
policy would be premature and of little assistance until our operations are at a
more advanced level. Currently the entire Board decides on nominees.
Our Board of Directors does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for
directors. We do not have any restrictions on shareholder nominations under its
articles of incorporation or bylaws. The only restrictions are those applicable
generally under Nevada law and the federal proxy rules. The Board will consider
suggestions from individual shareholders, subject to an evaluation of the
person's merits. Shareholders may communicate nominee suggestions directly to
the Board, accompanied by biographical details and a statement of support for
the nominees. The suggested nominee must also provide a statement of consent to
being considered for nomination. There are no formal criteria for nominees.
Code of Ethics
Due to the limited scope of our current operations, we have not adopted a
code of ethics that applies to our principal executive officer, principal
financial officer, and principal accounting officer or controller, or persons
performing similar functions.
Communication to the Board of Directors
Holders of our common stock may send written communications to our entire
board of directors, or to one or more board members, by addressing the
communication to "the Board of Directors" or to one or more directors,
specifying the director or directors by name, and sending the communication to
4
our offices in Rathdrum, Idaho. Communications addressed to the Board of
Directors as whole will be delivered to each board member. Communications
addressed to a specific director (or directors) will be delivered to the
director (or directors) specified.
Security holder communications not sent to the board of directors as a
whole or to specified board members will be relayed to board members.
EXECUTIVE COMPENSATION
During the two years ended December 31, 2012, we did not pay any
compensation to our officers.
We did not have employment agreements with our officers. We do not have
any type of equity incentive plans, retirement plans or similar plans or
arrangements for our current officers. We have not entered into any contracts or
arrangements with our officers or directors that would provide them with forms
of compensation resulting from their resignation, retirement, or any other
termination of their employment with us or from a change-in-control of us or a
change of their responsibilities following a change-in-control.
None of our directors received any compensation for service as a director
during our fiscal year ended December 31, 2012.
Our Board of Directors does not have a "leadership structure" since each
board member is free to introduce any resolution at any meeting of our directors
and is entitled to one vote at any meeting.
The following shows the amounts we expect to pay to our new officers
during the twelve months ending July 31, 2014 and the amount of time these
persons expect to devote to our business.
% of time
Projected to be devoted to
Name Compensation Company's business
------ ------------ ------------------
Robert L. Frichtel $108,000 100%
Roberto Lopesino $108,000 100%