"Florida Department Of State Business Registration · Data Updated November 1, 2014
Vgr Media, Inc. is a Florida Domestic Profit Corporation filed on October 24, 2014. The company's filing status is listed as Active and its File Number is P14000087336.
The Registered Agent on file for this company is Svorai Dror and is located at 3901 Sw 47th Avenue Suite 415 Davie, FL 33314. The company's principal address is 3901 Sw 47th Avenue Suite 415 Davie, FL 33314 and its mailing address is 3901 Sw 47th Avenue Suite 415 Davie, FL 33314.
The company has 2 principals on record. The principals are Nahon Yaniv from Davie FL and Dror Svorai from Davie FL.
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securit
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Acquisition Agreement
On December 31, 2014, Vapor Group, Inc., a Florida corporation (the "Company" or the "Registrant") entered into an Acquisition Agreement (the "Agreement") by and among the Company, VGR Media, Inc., a Florida corporation ("VGR Media") and the shareholders of VGR Media (the "Shareholders"), pursuant to which the Company will acquire one hundred percent (100%) of VGR Media from its Shareholders (the "Ownership Interest"). Under Florida law, the Agreement is effective immediately. The result of the Agreement is that VGR Media, Inc. becomes a wholly-owned subsidiary of the Company.
In accordance with the terms and provisions of the Agreement: (i) the Company will acquire from the Shareholders the Ownership Interest (i) in exchange thereof, the Company will issue to the Shareholders an aggregate one hundred thousand (100,000) shares of its Series B preferred stock which cannot be converted into shares of common stock until after one (1) year from the Effective Date of the Agreement, or December 31, 2015; and (ii) the Company will assume all assets and liabilities of VGR Media, including licenses, equipment, product designs, marketing and sale materials, logos, trademarks, copyrights and websites, and trade and debt obligations.
No change in the names of the officers or their titles and responsibilities or in the membership of the directors of the Registrant occurs or will occur as a result of the Agreement, nor are there any changes in the names and titles of the management of VGR Media, Inc., as a result of the Agreement.
The Agreement has been included to provide information regarding its terms. It is not intended to modify or supplement any factual disclosures about the Company or VGR Media in any public reports filed by the Company with the U.S. Securities and Exchange Commission. In particular, the assertions embodied in the representations, warranties, and covenants contained in the Agreement were made only for purposes of the Agreement and as of specified dates, were solely for the benefit of the parties to the Agreement, and are subject to limitations agreed upon by the parties to the Agreement, including being qualified by confidential disclosure schedules provided by the Company and VGR Media in connection with the execution of the Agreement. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Agreement. Information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
The foregoing is a summary of the material terms of the Agreement. Investors are encouraged to carefully review the full text of the Agreement, a copy of which is filed as Exhibit 1.01 to this Current Report on Form 8-K and is incorporated herein by reference.
Business Operations
VGR Media, Inc.
VGR Media, Inc., founded in 2014, www.vgr-media.com, is a full service interactive advertising agency, offering customized performance marketing solutions to help marketers of consumer products acquire new customers and maximize their return on investment. Based in Davie, Florida VGR Media operates in the U.S. and internationally. VGR Media's competitive advantage is that it focuses on delivering quantifiable, measurable results unlike other interactive advertising agencies.
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