SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[] Preliminary Proxy Statement
[] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PROMAP CORPORATION
-------------------------------------------
(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for Registrant
-------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
PROMAP CORPORATION
7750 N. Union Blvd., Ste. 201
Colorado Springs, CO 80920
(719) 590-1414
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 26, 2013
To the Shareholders:
Notice is hereby given that a special meeting of the shareholders of Promap
Corporation (the "Company") will be held at 1624 Washington St., Denver, CO
80203 on September 26, 2013, at 10:00 a.m., for the following purposes:
(1) to approve an amendment to the Company's Articles of Incorporation to
change the name of the Company to Advanced Cannabis Solutions, Inc.;
to transact such other business as may properly come before the meeting.
September 12, 2013 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders are entitled to
one vote for each share held. As of September 12, 2013, there were 13,824,200
outstanding shares of the Company's common stock.
ADVANCED CANNABIS SOLUTIONS, INC.
September 16, 2013 Robert Frichtel, Chief Executive Officer
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION,
PLEASE VOTE PROMPTLY
2
PROMAP CORPORATION
7750 N. Union Blvd., Ste. 201
Colorado Springs, CO 80920
(719) 590-1414
PROXY STATEMENT
The accompanying proxy is solicited by the Company's directors for voting
at the special meeting of shareholders to be held on September 26, 2013, and at
any and all adjournments of such meeting. If the proxy is executed and returned,
it will be voted at the meeting in accordance with any instructions, and if no
specification is made, the proxy will be voted for the proposals set forth in
the accompanying notice of the special meeting of shareholders. Shareholders who
execute proxies may revoke them at any time before they are voted, either by
writing to the Company at the address shown above or in person at the time of
the meeting. Additionally, any later dated proxy will revoke a previous proxy
from the same shareholder. This proxy statement was mailed to shareholders of
record and posted on the Company's website on or about September 16, 2013.
There is one class of capital stock outstanding, that being common stock.
Provided a quorum consisting of a majority of the shares entitled to vote is
present at the meeting, the adoption of the proposal to come before the meeting
will require the approval of a majority of shares, represented in person or by
proxy, at the meeting.
Shares of the Company's common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the annual
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted as having voted against the
proposals to be considered at the meeting.
PRINCIPAL SHAREHOLDERS
The following table lists, as of September 12, 2013, the shareholdings of
(i) each person owning beneficially 5% or more of the Company's common stock
(ii) each officer of the Company and (iii) all officers and directors as a
group. Unless otherwise indicated, each owner has sole voting and investment
powers over his shares of common stock.
3
Name Number of Shares Percent of Class
Robert L. Frichtel 1,000,000 7.2%
Roberto Lopesino 1,150,000 (1) 8.3%
CoMoCo LLC 2,000,000 14.47%
BGBW LLC 2,350,000 17.00%
All Officers and Directors
as a Group (two persons) 2,150,000 15.5%
(1) Shares are held of record by the List Consulting, LLC, an entity controlled
by Mr. Lopesino.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO ADVANCED CANNABIS SOLUTIONS, INC.
On August 14, 2013 the Company acquired approximately 94% of the issued and
outstanding shares of Advanced Cannabis Solutions, Inc., ("ACS") in exchange for
12,100,000 shares of its common stock.
As a result of the acquisition, the former shareholders of ACS own
approximately 88% of the Company's common stock and the Company's business plan
has changed. The Company now plans to lease growing space and related facilities
to licensed marijuana growers and dispensary owners for their operations.
Additionally, the Company plans to provide a variety of ancillary services to
the cannabis industry. The Company will not grow, harvest, distribute or sell
cannabis or any substances that violate United States law or the Controlled
Substances Act, nor does the Company intend to do so in the future.
Accordingly, the shareholders of the Company are being requested to vote on
the adoption of an amendment to the Company's Articles of Incorporation changing
the name of the Company to Advanced Cannabis Solutions, Inc.
The Board of Directors recommends that the shareholders vote for this
proposal.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K for the year ending December 31,
2012 will be sent to any shareholder of the Company upon request. Requests for a
copy of this report should be addressed to the Secretary of the Company at the
address provided on the first page of this proxy statement.
4
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or telegraph. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense.
The Company's Board of Directors does not intend to present and does not
have reason to believe that others will present any other items of business at
the annual meeting. However, if other matters are properly presented to the
meeting for a vote, the proxies will be voted upon such matters in accordance
with the judgment of the persons acting under the proxies.
Please complete, sign and return the attached proxy promptly.
5
PROMAP CORPORATION PROXY
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of Promap Corporation acknowledges receipt of the
Notice of the Special Meeting of Stockholders to be held at 1624 Washington St.,
Denver, CO 80203, on September 26, 2013, at 10:00 a.m., and hereby appoints
Robert Fritchel with the power of substitution, as Attorney and Proxy to vote
all the shares of the undersigned at said special meeting of stockholders and at
all adjournments thereof, hereby ratifying and confirming all that said Attorney
and Proxy may do or cause to be done by virtue hereof. The above named Attorney
and Proxy is instructed to vote all of the undersigned's shares as follows:
The Board of Directors recommends a vote FOR Proposal 1.
(1) To approve an amendment to the Company's Articles of Incorporation to change
the name of the Company to Advanced Cannabis Solutions, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
To transact such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEM 1.
Dated this day of 2013.
----- -------------
-----------------------------------
(Signature)
-----------------------------------
(Print Name)
Please sign your name exactly as it appears on your stock certificate. If
shares are held jointly, each holder should sign.
Executors, trustees, and other fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your shares may be voted at
the meeting.
Send the proxy by regular mail, email, or fax to:
PROMAP CORPORATION
7750 N. Union Blvd., Ste. 201
Colorado Springs, CO 80920
(719) 590-1414
PROMAP CORPORATION
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on September 26, 2013.
1. This notice is not a form for voting.
2. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. We
encourage you to access and review all of the important information
contained in the proxy materials before voting.
3. The Proxy Statement is available at
http://advcannabis.premiercom.co.uk/
4. If you want to receive a paper or email copy of these documents, you
must request one. There is no charge to you for requesting a copy.
Please make your request for a copy as instructed below on or before
September 20, 2013 to facilitate timely delivery.
A special meeting of the Company's shareholders will be held at 1624
Washington St., Denver, CO 80203 on September 26, 2013, at 10:00 a.m., for the
following purposes:
(1) to approve an amendment to the Company's Articles of Incorporation to
change the name of the Company to Advanced Cannabis Solutions, Inc.;
to transact such other business as may properly come before the meeting.
The Board of Directors recommends that shareholders vote FOR the proposal
listed on the Notice of Special Meeting of Shareholders.
September 12, 2013 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders may cast one
vote for each share held.
Shareholders may access the following documents at
http://advcannabis.premiercom.co.uk/:
o Notice of the 2013 Special Meeting of Shareholders
o Company's 2013 Proxy Statement;
o Proxy Card
Shareholders may request a paper copy of the Proxy Materials and Proxy Card
by calling 1-866-252-4826, by emailing the Company at robert@advcannabis.com,
or by visiting http://advcannabis.premiercom.co.uk/ and indicating if you want a
paper copy of the proxy materials and proxy card:
o for this meeting only, or
o for this meeting and all other meetings.
If you have a stock certificate registered in your name, or if you have a
proxy from a shareholder of record on September 12, 2013, you can, if desired,
attend the Special Meeting and vote in person.
Shareholders can obtain directions to the 2013 special shareholders'
meeting at http://advcannabis.premiercom.co.uk/.
Please visit http://advcannabis.premiercom.co.uk/ to print and fill out the
Proxy Card. Complete and sign the proxy card and mail the Proxy Card to:
Promap Corporation
7750 N. Union Blvd., Ste. 201
Colorado Springs, CO 80920