Vape Holdings Inc. (fka VAPE)

[Norsman]

A few months ago VAPE insiders set up something like 14 new companies. All privately owned in their own names. All in the exact same business areas as VAPE. ALL of the insiders. It is weird.
They were all being paid by VAPE while somehow having the time to set up and run 14 new companies in competition with VAPE. I would guess they were paid mostly in shares. (including bonuses! Think about that. Bonuses for this POS. That tells you something right there. No decision maker conscious of any fiduciary duty thinks this company can afford to pay bonuses.)

Even if they all only spent half an hour a day on each new company thats 7 hours a day. Leaving an hour or so for VAPE. Meanwhile cash is flowing out of VAPE through dilution like a gushing vein. AND these are the same guys as torched Growlife to the ground. (PHOT) How are they paying for these new companies? Their money comes from VAPE. There time goes to VAPE. Right?

VAPE bought "BetterChem" for some promised mirage. Does this private group of companies owned by VAPE insiders benefit in some way by the knowledge gained from BetterChem?

How does VAPE benefit from any of these companies? Is this the network that has been promised? Basically VAPE/PHOT insiders wearing other hats? How does it benefit VAPE to “network” with its own insiders? Isnt VAPE already paying wages for the services of its principles?

Why are there 14! (I am not sure of the number. I have details of 9 below. There are others listed in other posts by myself in the past) New companies in the same industry owned by VAPE insiders. It is hard to believe that is efficient. Inefficiency means leakage. This has poor optics. Looks like planned inefficiency.

This is just stuff I found during DD. I thought some of it was interesting. I was going to do more but I came to a personal conclusion. At least 9 new companies, linked somehow and owned by insiders says something. All information is from public sources. Do not make any decisions based on this or any posts. Always do your own dd.

I have included some public records of company ownership below. Including the names of the owners of all of those newly formed companies. I have also attached at the bottom a section of VAPE's "Code of Ethics and Good Conduct" which is part of the documentation used by investors to make decisions about a company.


APPLEGATE WAY, LLC
http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1749127&p_srce=BR_INQ&p_print=FALSE
Owners: Joseph Andreae, Kyle Tracey, Jordan Scott. No VAPE ownership listed.
http://web.jacksoncounty.org/pdo/Ora_asmt_details.cfm?account=10886318&bTextOnly=False
- This is the building that “Applegate Way, LLC” owns. No VAPE ownership listed.

PORTLAND ORGANIC THERAPY
http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1733153&p_srce=BR_INQ&p_print=FALSE
Owners: No real “owners” listed for this one. Mutual benefit non-profit.
- Joseph Andreae, president.
- Based out of the building that “Applegate Way, LLC” owns.
- So a leasee of Applegate Way, LLC? This “non-profit” can’t make a profit but it can pay expenses. Like rent to Applegate Way, LLC which can make a profit. For its owners.
- It can also pay wages and according to its articles of organization, …reimburse “all members concerned”.
- No money for VAPE possible from operations. It is a non-profit.

MADRONE HOLDINGS, LLC
http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1737717&p_srce=BR_INQ&p_print=FALSE
Owners: Jordan Scott. No VAPE ownership listed.
- Same address as the building “Applegate Way, LLC” owns.
- A leasee of “Applegate Way, LLC”?

COLLECTIVE LAND GROUP LLC
http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1764872&p_srce=BR_INQ&p_print=FALSE
Owners: Justin Lee, Justin Manns, Nick Jackson, Joseph Andreae, Jordan Scott, Kyle Tracey, Kensington Holdings, LLC. No VAPE ownership listed.

COLLECTIVE LANDS CORPORATION
http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1764603&p_srce=BR_INQ&p_print=FALSE
Owners: Justin Lee, Justin Manns, Nick Jackson, Joseph Andreae, Kyle Tracey. No VAPE ownership listed.

MADRONE CELLAR LLC
http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1763407&p_srce=BR_INQ&p_print=FALSE
Owners: Joseph Andreae, Kyle Tracey, Justin Lee, Justin Manns, Sterling Scott, Jordan Scott. No VAPE ownership listed.
- Hard to say yet, but I would expect money to flow to this company from a number of the other Oregon companies. It makes sense based on the structure and addresses of some of the other companies but it is just conjecture at this stage.
- Does this one own the building at 9400 Highway 238, Jacksonville, OR? Not listed as the owner but it may have been recent. That would make sense to flow money to this company for its owners.
- Some of the other businesses are listed at that address which would create a rent situation.

THE HONEY CELLAR OREGON, LLC
http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1758306&p_srce=BR_INQ&p_print=FALSE
Owners: Justin Lee. No VAPE ownership listed.
- California address. Oregon company?

200 MESSINGER LLC
http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1761115&p_srce=BR_INQ&p_print=FALSE
Owners: Jordan Scott. No VAPE ownership listed.

600 BRO, LLC
http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1751219&p_srce=BR_INQ&p_print=FALSE
Owners: Justin Manns. No VAPE ownership listed.



VAPEs "CODE OF CONDUCT AND ETHICS" (from VAPE 10-Q 5/15/15)
Last Reviewed and Accepted on May 11, 2015

This Code has been created to promote transparency of the corporation and to ensure the integrity of the
corporation. ... In order for all Members (as defined herein) to uphold this Code, it should be remembered that the spirit of the Code is far more important than the specific written word. Where an infringement by any member of this Code is observed, it should be reported to the appropriate person and if required the full Board.

1. Introduction
The Board of the Company has adopted this Code, which is applicable to all its officers, directors and employees(collectively the “Members”), to:

2. Honest and Ethical Conduct (this is funny)
Each member owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal gain an advantage.

Specifically, each Member must:
? promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships;

Avoid conflicts of interest or the appearance of conflicts of interest wherever possible. Anything that would be a conflict for a Member will also be a conflict if it is related to a member of his or her family or a close relative.

Examples of conflict of interest situations, if material, include, but are not limited to, the following:
? any significant ownership interest in any supplier
or customer;
? any consulting or employment relationship with any
customer, supplier or competitor;
? any outside business activity that detracts from an
individual's ability to devote appropriate time and attention to his or her responsibilities with the Company

Seems someone may have some reporting to do to the board. I have a feeling the "board" already knows. Certainly the filing with the SEC was AFTER the creation of some of these insider held companies. I dont see any mention of them in the SEC filing. The "board" must have decided that owning these 14 new companies themselves was not a conflict of interest or did not create the appearance of a conflict of interest. Quite a decision.

All info is from public sources. Opinions are mine alone. Everyone should do their own DD.