UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

22^nd Century Group, Inc.

(Name of Issuer)

 

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

 

90137ZF103

(CUSIP Number)

 

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a.	¨ Rule 13d-1(b)
b.	x Rule 13d-1(c)
c.	¨ Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

CUSIP No.

90137F103

 

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Crede CG III, Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)
3.	SEC Use Only
4.	Citizenship or Place of Organization          Bermuda

 

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power	0
	6. Shared Voting Power	2,186,152
	7. Sole Dispositive Power	0
	8. Shared Dispositive Power	2,186,152

 

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,186,152         (see Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)          4.4% (see Item 4)
12.	Type of Reporting Person (See Instructions)

 

 

OO

 

 

 

 

 

 

CUSIP No.

90137F103

 

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Crede Capital Group, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)
3.	SEC Use Only
4.	Citizenship or Place of Organization          Delaware

 

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power	0
	6. Shared Voting Power	2,186,152
	7. Sole Dispositive Power	0
	8. Shared Dispositive Power	2,186,152

 

9.	Aggregate Amount Beneficially Owned by Each Reporting Person          2,186,152 (see Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)          4.4% (see Item 4)
12.	Type of Reporting Person (See Instructions)

 

HC

 

 

 

 

 

 

CUSIP No.

90137F103

 

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Acuitas Financial Group, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)
3.	SEC Use Only
4.	Citizenship or Place of Organization          California

 

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power	0
	6. Shared Voting Power	2,186,152
	7. Sole Dispositive Power	0
	8. Shared Dispositive Power	2,186,152

 

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,186,152         (see Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)          4.4% (see Item 4)
12.	Type of Reporting Person (See Instructions)

 

HC

 

 

 

 

 

CUSIP No.

90137F103

 

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Terren S. Peizer
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)
3.	SEC Use Only
4.	Citizenship or Place of Organization         United States of America

 

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power	0
	6. Shared Voting Power	2,186,152
	7. Sole Dispositive Power	0
	8. Shared Dispositive Power	2,186,152

 

 

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,186,152         (see Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)          4.4% (see Item 4)
12.	Type of Reporting Person (See Instructions)

 

IN

 

 

 

 

This Amendment No. 1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on October 8, 2013 (the “Schedule 13G”).

 

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

 

 

Item 4. Ownership.

 

(a) and (b):

 

 

As of the close of business on December 31, 2013, each of the Reporting Persons may be deemed to have beneficial ownership of 2,186,152 shares of Common Stock, and all such shares of Common Stock represent beneficial ownership of approximately 4.4% of the Common Stock, based on 49,722,180 shares of Common Stock issued and outstanding on November 11, 2013, as disclosed in the Schedule 10-Q filed by the Issuer with the Securities and Exchange Commission on November 12, 2013.

 

(c) Number of shares as to which each Reporting Person has:

 

(i) Sole power to vote or to direct the vote: 0 .

 

(ii) Shared power to vote or to direct the vote: 2,186,152 .

 

(iii) Sole power to dispose or to direct the disposition of 0  .

 

(iv) Shared power to dispose or to direct the disposition of 2,186,152 .

 

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.

 

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

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.

 

Date: February 13, 2014

 

	CREDE GC III, LTD
	By:	/s/ Terren S. Peizer
		Terren S. Peizer, Managing Director
	CREDE CAPITAL GROUP, LLC
	By:	/s/ Terren S. Peizer
		Terren S. Peizer, Managing Member
	ACUITAS FINANCIAL GROUP, LLC
	By:	/s/ Terren S. Peizer
		Terren S. Peizer, Managing Member
	/s/ Terren S. Peizer
	Terren S. Peizer