Advanced Cannabis Solutions, Inc. – ‘SC 14F1’ on 8/16/13 re: Advanced Cannabis Solutions, Inc.

On:  Friday, 8/16/13, at 5:13pm ET   ·   Accession #:  1004878-13-246   ·   File #:  5-87587

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Statement re: Change in Majority of Directors   —   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Sched. 14F-1 Acs Acquis.                               5     18K 

SC 14F1
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 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                 

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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.                                       

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                      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.                                                                     

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     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

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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%       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14F1’ Filing		Date		First		Last			Other Filings
		7/31/14		5
Filed on:		8/16/13							8-K
		8/14/13		2					8-K
		6/5/13		2
		12/31/12		5					10-K
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