22nd
Century Group, Inc.
|
(Name
of Issuer)
|
Common
Stock, par value $0.0001 per share
|
(Title
of Class of Securities)
|
90137F103
|
(CUSIP
Number)
|
Clearwater
Partners, LLC
34
Sunburst Circle
East
Amherst, NY 14051
(716)
228-9052
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
January
25, 2011
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(Date
of Event which Requires Filing of this
Statement)
|
*
|
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.
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|||
IRS
ID No.: 27-4482193
Clearwater
Partners, LLC
|
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2.
|
Check
the Appropriate Box if a Member of a Group
|
|||
(a) o
(b) o
|
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3.
|
SEC
Use Only
|
|||
4.
|
Source
of Funds SC
|
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
|||
o
|
||||
6.
|
Citizenship
or Place of Organization New York
|
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power 5,144,279
|
||
8.
|
Shared
Voting Power 0
|
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9.
|
Sole
Dispositive Power 5,144,279
|
|||
10.
|
Shared
Dispositive Power 0
|
|||
11.
|
Aggregate
Amount Beneficially Owned by
Each Reporting Person 5,144,279
|
|||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
o
|
|||
13.
|
Percent
of Class Represented by Amount in Row (11) 18.37%
(1)
|
|||
14.
|
Type
of Reporting Person (See Instructions) OO
|
|||
(a)
|
Name: Clearwater
Partners, LLC
|
(b)
|
Business
address:
|
(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:
|
(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, and penalty imposed, or other disposition of the
case:
|
(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;
|
(f)
|
Citizenship
or Place of Organization: New
York
|
1.
|
Agreement
and Plan of Merger and Reorganization, dated January 25, 2011, by and
among the Company, 22nd Century Limited and Acquisition
Sub. This agreement is incorporated by reference to Exhibit 2.1
to the Company’s Current Report on Form 8-K filed with the SEC on February
1, 2011.
|
2.
|
Form
of Warrant, dated January 25, 2011, issued upon consummation of the Merger
to members of 22nd Century Limited that were members prior to the
consummation of the Private Placement Offering. This form of
warrant is incorporated by reference to Exhibit 10.4 to the Company’s
Current Report on Form 8-K filed with the SEC on February 1,
2011.
|
3.
|
Form
of Warrant, dated January 25, 2011, issued upon consummation of the Merger
to investors in the Private Placement Offering. This form of
warrant is incorporated by reference to Exhibit 10.5 to the Company’s
Current Report on Form 8-K filed with the SEC on February 1,
2011.
|
February 4, 2011 |
By: /s/
Richard G.
Saffire
Name:
Richard G. Saffire
Title:
Managing Member
|
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