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ss. 240.13d-101 Schedule 13D--Information to be included in statements filed
pursuant to ss.240.13d-1(a) and amendments thereto filed pursuant to
ss.240.13d-2(a).
Securities and Exchange Commission, Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._)*
Americann, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
030588107
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(CUSIP Number)
Will Hart, Hart & Hart, 1624 Washington St., Denver, CO 80203 - (303) 839-0061
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 17, 2014
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ?
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 030588107
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(1) Names of reporting persons. Strategic Capital Partners, LLC
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(2) Check the appropriate box if a member of a group (a)
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(see instructions) (b)
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(3) SEC use only
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(4) Source of funds (see instructions) PF
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(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e)
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(6) Citizenship or place of organization USA
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Number of shares beneficially owned by each reporting person with:
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(7) Sole voting power 7,900,000
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(8) Shared voting power -0-
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(9) Sole dispositive power 7,900,000
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(10) Shared dispositive power -0-
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(11) Aggregate amount beneficially owned by each reporting person 7,900,000
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(12) Check if the aggregate amount in Row (11) excludes certain shares (see
instructions)
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(13) Percent of class represented by amount in Row (11) 53%
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(14) Type of reporting person (see instructions) CO
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(1) Names of Reporting Persons --Furnish the full legal name of each person for
whom the report is filed-- i.e. , each person required to sign the schedule
itself--including each member of a group. Do not include the name of a person
required to be identified in the report but who is not a reporting person.
(2) If any of the shares beneficially owned by a reporting person are held as a
member of the group and the membership is expressly affirmed, please check row
2(a). If the reporting person disclaims membership in a group or describes a
relationship with other person but does not affirm the existence of a group,
please check row 2(b) (unless it is a joint filing pursuant to Rule 13d-1(k)(1)
in which case it may not be necessary to check row 2(b)).
(3) The 3rd row is for SEC internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be used in
making the purchases as required to be disclosed pursuant to Item 3 of Schedule
13D and insert the appropriate symbol (or symbols if more than one is necessary)
in row (4):
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Category of Source Symbol
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Subject Company (Company whose securities are being acquired) SC
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Bank BK
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Affiliate (of reporting person) AF
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Working Capital (of reporting person) WC
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Personal Funds (of reporting person) PF
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Other OO
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(5) If disclosure of legal proceedings or actions is required pursuant to either
Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization --Furnish citizenship if the named
reporting person is a natural person. Otherwise, Furnish place of organization.
(See Item 2 of Schedule 13D).
(7)-(11) [Reserved]
(12) Check if the aggregate amount reported as beneficially owned in row (11)
does not include shares which the reporting person discloses in the report but
as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR
240.13d-4] under the Securities Exchange Act of 1934.
(13) Aggregate Amount Beneficially Owned by Each Reporting Person, Etc. --Rows
(7) through (11), inclusive, and (13) are to be completed in accordance with the
provisions of Item 5 of Schedule 13D. All percentages are to be rounded off to
nearest tenth (one place after decimal point).
(14) Type of Reporting Person --Please classify each "reporting person"
according to the following breakdown and place the appropriate symbol (or
symbols, i.e., if more than one is applicable, insert all applicable symbols) on
the form:
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Category Symbol
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Broker Dealer BD
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Bank BK
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Insurance Company IC
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Investment Company IV
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Investment Adviser IA
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Employee Benefit Plan or Endowment Fund EP
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Parent Holding Company/Control Person HC
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Savings Association SA
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Church Plan CP
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Corporation CO
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Partnership PN
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Individual IN
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Other OO
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Notes: Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G, or 14D-1) by appropriate cross references to
an item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for purposes
of section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by filing
either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
Special Instructions for Complying With Schedule 13D
Under sections 13(d) and 23 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security holders
of certain issuers.
Disclosure of the information specified in this schedule is mandatory. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it for a
variety of purposes, including referral to other governmental authorities or
securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the federal securities laws or other civil,
criminal or regulatory statutes or provisions.
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Failure to disclose the information requested by this schedule may result in
civil or criminal action against the persons involved for violation of the
federal securities laws and rules promulgated thereunder.
Instructions. A. The item numbers and captions of the items shall be included
but the text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without referring to
the text of the items. Answer every item. If an item is inapplicable or the
answer is in the negative, so state.
B. Information contained in exhibits to the statement may be incorporated by
reference in answer or partial answer to any item or sub-item of the statement
unless it would render such answer misleading, incomplete, unclear or confusing.
Material incorporated by reference shall be clearly identified in the reference
by page, paragraph, caption or otherwise. An express statement that the
specified matter is incorporated by reference shall be made at the particular
place in the statement where the information is required. A copy of any
information or a copy of the pertinent pages of a document containing such
information which is incorporated by reference shall be submitted with this
statement as an exhibit and shall be deemed to be filed with the Commission for
all purposes of the Act.
C. If the statement is filed by a general or limited partnership, syndicate, or
other group, the information called for by Items 2-6, inclusive, shall be given
with respect to (i) each partner of such general partnership; (ii) each partner
who is denominated as a general partner or who functions as a general partner of
such limited partnership; (iii) each member of such syndicate or group; and (iv)
each person controlling such partner or member. If the statement is filed by a
corporation or if a person referred to in (i), (ii), (iii) or (iv) of this
Instruction is a corporation, the information called for by the above mentioned
items shall be given with respect to (a) each executive officer and director of
such corporation; (b) each person controlling such corporation; and (c) each
executive officer and director of any corporation or other person ultimately in
control of such corporation.
Item 1. Security and Issuer. State the title of the class of equity securities
to which this statement relates and the name and address of the principal
executive offices of the issuer of such securities.
Common Stock. Americann, Inc., 1550 Larimer St., Ste. 264, Denver, CO
80202.
Item 2. Identity and Background. If the person filing this statement or any
person enumerated in Instruction C of this statement is a corporation, general
partnership, limited partnership, syndicate or other group of persons, state its
name, the state or other place of its organization, its principal business, the
address of its principal office and the information required by (d) and (e) of
this Item. If the person filing this statement or any person enumerated in
Instruction C is a natural person, provide the information specified in (a)
through (f) of this Item with respect to such person(s).
(a) Name; Strategic Capital Partners, LLC
(b) Residence or business address; 1550 Larimer St., Ste. 264, Denver, CO 80202
(c) Present principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such employment is
conducted; N/A
(d) Whether or not, during the last five years, such person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and, if so, give the dates, nature of conviction, name and location of court,
any penalty imposed, or other disposition of the case; N/A
(e) Whether or not, during the last five years, such person was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws; and, if so, identify and describe such proceedings
and summarize the terms of such judgment, decree or final order; and N/A
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(f) Citizenship. USA
Item 3. Source and Amount of Funds or Other Consideration. State the source and
the amount of funds or other consideration used or to be used in making the
purchases, and if any part of the purchase price is or will be represented by
funds or other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the securities, a description of the
transaction and the names of the parties thereto. Where material, such
information should also be provided with respect to prior acquisitions not
previously reported pursuant to this regulation. If the source of all or any
part of the funds is a loan made in the ordinary course of business by a bank,
as defined in section 3(a)(6) of the Act, the name of the bank shall not be made
available to the public if the person at the time of filing the statement so
requests in writing and files such request, naming such bank, with the Secretary
of the Commission. If the securities were acquired other than by purchase,
describe the method of acquisition.
On January 17, 2014 Strategic purchased 14,950,000 shares of the
issuer's common stock for $299,000. On February 21, 2014 the Company
declared a stock dividend in the amount of four shares for each issued
and outstanding common share. On March 3, 2014, Strategic sold
65,700,000 shares back to the Company. On March 19, 2014 Strategic
sold 300,000 shares to Jay Czarkowski. On March 25, 2014 Strategic
sold 1,200,000 shares to Timothy Keogh. In April 2014 Strategic
purchased 400,000 shares of the Company's common stock in a private
offering. As a result Strategic owns 7,900,000 shares (See Item 5).
Item 4. Purpose of Transaction. State the purpose or purposes of the acquisition
of securities of the issuer. Describe any plans or proposals which the reporting
persons may have which relate to or would result in:
Strategic acquired its shares of the Company in order to change the
Company's business plan. In changing the Company's business plan,
Strategic may have plans or proposals that would result in the matters
enumerated in Items (a) - (j) below.
(a) The acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the
issuer;
(f) Any other material change in the issuer's business or corporate structure,
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act
of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the issuer by
any person;
(h) Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) A class of
equity securities of the issuer becoming eligible for termination of
registration pursuant to section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer. (a) State the aggregate number and
percentage of the class of securities identified pursuant to Item 1 (which may
be based on the number of securities outstanding as contained in the most
recently available filing with the Commission by the issuer unless the filing
person has reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each person
named in Item 2. The above mentioned information should also be furnished with
respect to persons who, together with any of the persons named in Item 2,
comprise a group within the meaning of section 13(d)(3) of the Act;
As of April 15, 2014 Strategic beneficially owned 7,900,000 shares of
the Issuer's Common Stock. The shares beneficially owned by Strategic
represented 53% of the Issuer's outstanding Common Stock as of April
15, 2014.
(b) For each person named in response to paragraph (a), indicate the number of
shares as to which there is sole power to vote or to direct the vote, sole power
to dispose or to direct the disposition, or shared power to dispose or to direct
the disposition. Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to direct the vote or to
dispose or direct the disposition is shared;
As of April 15, 2014 Strategic had the sole power to vote and to
dispose of 7,900,000 shares of the Issuer's Common Stock.
(c) Describe any transactions in the class of securities reported on that were
effected during the past sixty days or since the most recent filing of Schedule
13D (ss.240.13d-101), whichever is less, by the persons named in response to
paragraph (a).
Instruction. The description of a transaction required by Item 5(c) shall
include, but not necessarily be limited to: (1) The identity of the person
covered by Item 5(c) who effected the transaction; (2) the date of transaction;
(3) the amount of securities involved; (4) the price per share or unit; and (5)
where and how the transaction was effected.
On January 17, 2014 Strategic purchased 14,950,000 shares of the
issuer's common stock for $299,000. On February 21, 2014 the Company
declared a stock dividend in the amount of four shares for each issued
and outstanding common share. On March 3, 2014, Strategic sold
65,700,000 shares back to the Company. On March 19, 2014 Strategic
sold 300,000 shares to Jay Czarkowski. On March 25, 2014 Strategic
sold 1,200,000 shares to Timothy Keogh. In April 2014 Strategic
purchased 400,000 shares of the Company's common stock in a private
offering. As a result Strategic owns 7,900,000 shares (See Item 5).
(d) If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of an employee benefit plan, pension fund or endowment fund is not required.
N/A
(e) If applicable, state the date on which the reporting person ceased to be the
beneficial owner of more than five percent of the class of securities.
N/A
Instruction. For computations regarding securities which represent a right to
acquire an underlying security, see Rule 13d-3(d)(1) and the note thereto.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer. Describe any contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and
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between such persons and any person with respect to any securities of the
issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into. Include
such information for any of the securities that are pledged or otherwise subject
to a contingency the occurrence of which would give another person voting power
or investment power over such securities except that disclosure of standard
default and similar provisions contained in loan agreements need not be
included.
None.
Item 7. Material to be Filed as Exhibits. The following shall be filed as
exhibits: Copies of written agreements relating to the filing of joint
acquisition statements as required by Rule 13d-1(k) and copies of all written
agreements, contracts, arrangements, understanding, plans or proposals relating
to: (1) The borrowing of funds to finance the acquisition as disclosed in Item
3; (2) the acquisition of issuer control, liquidation, sale of assets, merger,
or change in business or corporate structure, or any other matter as disclosed
in Item 4; and (3) the transfer or voting of the securities, finder's fees,
joint ventures, options, puts, calls, guarantees of loans, guarantees against
loss or of profit, or the giving or withholding of any proxy as disclosed in
Item 6.
Signature. After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct. April __, 2014
STRATEGIC CAPITAL PARTNERS, LLC
Signature: By:/s/ Benjamin J. Barton
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Name/Title: Benjamin J. Barton, Managing member
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention--Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
(Secs. 13(d), 13(g), 14(d), 23, 48 Stat. 894, 895, 901; sec. 8, 49 Stat. 1379;
sec. 203(a), 49 Stat. 704; sec. 10, 78 Stat. 88a; secs. 2, 3, 82 Stat. 454, 455;
secs. 1, 2, 3-5, 84 Stat. 1497; sec. 18, 89 Stat. 155; secs. 202, 203, 91 Stat.
1494, 1498, 1499; 15 U.S.C. 78m(d), 78m(g), 78n(d), 78w)
[44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 44 FR 70340, Dec. 6, 1979;
47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept. 24, 1996; 62 FR 35340, July 1,
1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998; 72 FR 45111, Aug.
10, 2007].