SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 23, 2014, the number and percentage of shares of Common Stock of the Company, owned of record and beneficially, by each person known by the Company to own 5% or more of such stock, each director of the Company, and by all executive officers and directors of the Company, as a group:
Name and Address Number of Shares(1) Percentage
Dror Svorai (2) 165,000,000 58.23 %
Vincent Beatty (3) 25,201,350 8.9 %
All officers and directors as a group (1 person) 165,000,000 58.23 %
(1) The numbers and percentages set forth in these columns are based on 283,353,478 shares of Common Stock outstanding as of January 23, 2014. The number and percentage of units beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any equity securities as to which the holder has sole voting power or investment power and also any shares that the holder has the right to acquire within 60 days.
(2) Mr. Svorai's address is 3901 SW 47th Avenue, Davie, Florida 33314.
(3) Mr. Beatty's address is 1205 Hillsboro Mile, Suite 203, Hillsboro Beach, FL 33062.
Total = 165,000,000 + 25,201,350 = 190,201,350
O/S = 283,353,478. Float for non insiders = 283,353,478 – 190,201,350 = 93,152,128
O/S post split 1:30 = 9,445,116
Float(non-insider) post split 1:30 = 3,105,071
Note: “ the Company has authority to issue authorized and unissued shares of Common and Preferred Stock without obtaining approval from the holders of the Common Stock”
IF YOU DON’T LIKE THIS –THEN DON’T TRADE. It’s that simple.
A/S = 2Billion. Hopefully this sets us up nicely for future acquisitions.
On the Effective Date, shares of Old Common Stock will automatically be combined and changed into one share of New Common Stock. I don’t see anywhere else where the company intends to issue more shares as dilution. Dror is the CEO of Vapor Group and has already obtained his shares. 165M of them. The 750M shares xzm talks about are issued for the reverse merger as Vapor Group takes over the shell SPLI. These shares are restricted.
Name of Beneficial Owner Number of Shares Beneficially Owned Percentage Beneficially
Owned (1)
Dror Svorai
3901 SW 47 Avenue
Suite 415
Davie, Florida 33314 568,000,000 (2) 74.84 %
Yaniv Nahon
3901 SW 47 Avenue
Suite 415
Davie, Florida 33314 187,500,000 24.70 %
Jorge Schcolnik
3901 SW 47 Avenue
Suite 415
Davie, Florida 33314 -0- -0-
5% or Greater Owners (None )
(1) Based on 759,003,006 shares of common stock issued and outstanding upon closing of the Merger.
So you see. Dror gets these shares man. AND THEY ARE RESTRICTED and unregistered with the SEC
“the Vapor Group Shareholders will acquire an aggregate of 750,000,000 shares of the Company’s restricted common stock in exchange for one hundred percent (100%), or 350,000,000, of the total issued and outstanding shares of common stock of Vapor Group held of record by the Vapor Group Shareholders.”
Float (non-insiders) remains unchanged @ 3,105,071 for now. Vincent Beatty may sell some of his shares, but who knows. Trade at your own risk. 750M shares for the reverse merger of Vapor Group into SPLI will not directly and instantly have an effect on the reflected O/S as the shares will remain restricted and unregistered for the time being.