Strategos Partners

Filed: 18 Oct 12, 8:00pm

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

Washington, D.C. 20549

Notice of Exempt Offering of Securities

OMB Number:3235-0076
Estimated average burden
hours per response:4.00

1. Issuer's Identity

CIK (Filer ID Number)Previous Names
Entity Type
  Limited Partnership
XLimited Liability Company
  General Partnership
  Business Trust
  Other (Specify)

Name of Issuer
Jurisdiction of Incorporation/Organization
Year of Incorporation/Organization
XOver Five Years Ago
  Within Last Five Years (Specify Year)
  Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Street Address 1Street Address 2
CityState/Province/CountryZIP/PostalCodePhone Number of Issuer

3. Related Persons

Last NameFirst NameMiddle Name
Street Address 1Street Address 2
1301 5th AvenueSuite 3008
Relationship:XExecutive Officer  Director  Promoter

Clarification of Response (if Necessary):

Managing Member of Archon Capital Management LLC, the Managing Member of the Issuer.

4. Industry Group

Banking & Financial Services
  Commercial Banking
  Investment Banking
XPooled Investment Fund
XHedge Fund
  Private Equity Fund
  Venture Capital Fund
  Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
  Other Banking & Financial Services
  Business Services
  Coal Mining
  Electric Utilities
  Energy Conservation
  Environmental Services
  Oil & Gas
  Other Energy
Health Care
  Health Insurance
  Hospitals & Physicians
  Other Health Care
Real Estate
  REITS & Finance
  Other Real Estate
  Other Technology
  Airlines & Airports
  Lodging & Conventions
  Tourism & Travel Services
  Other Travel

5. Issuer Size

Revenue RangeORAggregate Net Asset Value Range
  No Revenues  No Aggregate Net Asset Value
  $1 - $1,000,000  $1 - $5,000,000
  $1,000,001 - $5,000,000  $5,000,001 - $25,000,000
  $5,000,001 - $25,000,000  $25,000,001 - $50,000,000
  $25,000,001 - $100,000,000  $50,000,001 - $100,000,000
  Over $100,000,000  Over $100,000,000
  Decline to DiscloseXDecline to Disclose
  Not Applicable  Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

  Rule 504(b)(1) (not (i), (ii) or (iii))  Rule 505
  Rule 504 (b)(1)(i)XRule 506
  Rule 504 (b)(1)(ii)  Securities Act Section 4(5)
  Rule 504 (b)(1)(iii)XInvestment Company Act Section 3(c)
  Section 3(c)(1)  Section 3(c)(9)  
  Section 3(c)(2)  Section 3(c)(10)
  Section 3(c)(3)  Section 3(c)(11)
  Section 3(c)(4)  Section 3(c)(12)
  Section 3(c)(5)  Section 3(c)(13)
  Section 3(c)(6)  Section 3(c)(14)
XSection 3(c)(7)

7. Type of Filing

  New NoticeDate of First Sale2009-03-01  First Sale Yet to Occur

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
XYes  No

9. Type(s) of Securities Offered (select all that apply)

  EquityXPooled Investment Fund Interests
  Debt  Tenant-in-Common Securities
  Option, Warrant or Other Right to Acquire Another Security  Mineral Property Securities
  Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security  Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor$500,000USD

12. Sales Compensation

Recipient CRD NumberXNone
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
Street Address 1Street Address 2
CityState/Province/CountryZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
  All States

13. Offering and Sales Amounts

Total Offering AmountUSD
Total Amount Sold$80,394,800USD
Total Remaining to be SoldUSD

Clarification of Response (if Necessary):

The reported total amount sold and number of investors represents contributions by all investors in the fund since inception. The current assets under management and current number of investors may be significantly different.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions$0USD
Finders' Fees$0USD

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.


Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

IssuerSignatureName of SignerTitleDate
STRATEGOS PARTNERS LLC/s/ Constantinos ChristofilisConstantinos ChristofilisManaging Member of the Managing Member2012-10-19

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.