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0 1220
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Vapor Group, Inc., VPOR, Acquires Smart Wheels, Inc.

DAVIE, FL–(Marketwired – Nov 17, 2015) – Vapor Group, Inc. (OTCQB: VPOR), (the “Company”), announced that on September 1, 2015, it had acquired 100% of Smart Wheels, Inc., a Florida corporation (“Smart Wheels”) and startup created by the principal officers and directors of Vapor Group, Dror Svorai, its President, and Yaniv Nahon, its Vice President and Chief Operating Officer. Smart Wheels was started with the sole intended purpose to be acquired by Vapor Group in order to broaden the scope of products sold by Vapor Group to consumers and resale channels alike. Consideration paid for the acquisition was cash paid solely for the reimbursement of startup expenses and the purchase of Smart Wheel’s initial product inventory.

Dror Svorai, President and CEO, said, “This past summer we identified the opportunity to begin importing and reselling to consumers online and at retail, and wholesaling to other resellers nationally, the latest, high tech, scooter boards that are now being bought by consumers for the holidays. So, we formed Smart Wheels this fall in order to take advantage of this opportunity having these products custom manufactured for us under the ‘Whizboard’ brand name.” He added, “We are excited by the ever increasing number of orders that we have been receiving for them and expect that this new line of scooter boards will significantly contribute to revenues for 2015 as we augment the scope of our business beyond vapor-related products.”

About Smart Wheels, Inc.
Smart Wheels, Inc. was incorporated on August 26, 2015, by its Shareholders, Dror Svorai, President of Vapor Group, Inc., and Yaniv Nahon, Vice President and Chief Operating Officer of Vapor Group, Inc., in order to import and market in the United States, a new line of 2-wheel, motorized, personal, mobility devices, commonly known as “scooters,” under the brand name, “Whizboard.” Its products are sold directly to consumers from its website, http://www.whizboard.com, and it also acts as a wholesaler of its products to retailers and other online resellers in the United States.

About Vapor Group, Inc.
Vapor Group, Inc., www.vaporgroup.com, is in the business of designing, developing, manufacturing and marketing high quality, vaporizers and e-cigarette brands which use state-of-the-art electronic technology and specially formulated, “Made in the USA” e-liquids. It offers a range of products with unique e-liquid flavors, which may or may not contain nicotine, that is unmatched in its industry. Its products are marketed under the Vapor Group, Total Vapor, Vapor 123, and Vapor Products brands which it sells nationwide through distributors and directly to consumers through its own websites. In addition, Vapor Group owns and operates Smart Wheels, Inc., a full service interactive advertising agency. Total Vapor Inc., Vapor 123 Inc., Vapor Products, Inc., and Smart Wheels, Inc., each a Florida corporation, are each a wholly-owned subsidiary of Vapor Group, Inc.

Safe Harbor Statement:
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Certain statements set forth in this press release constitute “forward-looking statements.” Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate”, “project”, “intend”, “forecast”, “anticipate”, “plan”, “planning”, “expect”, “believe”, “will likely”, “should”, “could”, “would”, “may” or words or expressions of similar meaning. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company’s actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company’s ability to grow its business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the Company’s limited operating history, the limited financial resources, domestic or global economic conditions — activities of competitors and the presence of new or additional competition and conditions of equity markets.

Contact:
CONTACT:
Vapor Group, Inc.
954-792-8450

0 1170

Vapor Group, Inc., VPOR, Announces Second Debt Prepayment of Over $100,000

DAVIE, FL–(Marketwired – Feb 19, 2015) – Vapor Group, Inc. (OTCQB: VPOR), (the “Company” or “Vapor Group”), announced today that on February 13, 2015 it had paid $148,000 (prox.) to prepay in full before maturity, and before the date of any potential note conversion to stock, a second convertible promissory note, dated October 2014. The note paid by the Company was in principal amount in excess of $100,000. This payment constitutes the second such prepayment of a convertible promissory note of over $100,000 in the last two weeks, each before the note’s maturity and the date of its convertibility. Since the first of the year, the Company has paid in cash over $200,000 for principal, interest and fees to retire two convertible promissory notes.

Dror Svorai, President and CEO, said, “Last week we made the first such prepayment and now we made the second. As I previously stated, we are committed to the reduction of our overall convertible promissory note balances. There will be more prepayments to come.”

About Vapor Group, Inc.
Vapor Group, Inc., www.vaporgroup.com, is in the business of designing, developing, manufacturing and marketing high quality, vaporizers and e-cigarette brands which use state-of-the-art electronic technology and specially formulated, “Made in the USA” e-liquids, with and without nicotine. It offers a range of products with unique e-liquid flavors that is unmatched in our industry. Its products are marketed under the Vapor Group, Total Vapor, Vapor 123, and Vapor Products brands. It sells nationwide through distributors, wholesalers and directly to consumers through its own websites and direct response advertising. In addition, Vapor Group owns and operates VGR Media, Inc., www.vgr-media.com, 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. VGR Media operates in the U.S. and internationally.

Vapor Group is committed to providing e-cigarettes that are convenient and economical to use, safer and healthier than traditional smoking, and which provide a flavorful, enjoyable smoking experience.

Vapor Group is managed by a highly experienced team of executives committed to responsible business policies and practices, including the marketing of our products only to those eighteen years of age or older, not making or avoiding claims about our product health benefits, and fulfilling the requirements of all applicable laws and regulations.

Safe Harbor Statement:
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Certain statements set forth in this press release constitute “forward-looking statements.” Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate”, “project”, “intend”, “forecast”, “anticipate”, “plan”, “planning”, “expect”, “believe”, “will likely”, “should”, “could”, “would”, “may” or words or expressions of similar meaning. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company’s actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company’s ability to grow its business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the Company’s limited operating history, the limited financial resources, domestic or global economic conditions — activities of competitors and the presence of new or additional competition and conditions of equity markets.

Contact:
CONTACT:
Vapor Group, Inc.
954-792-8450

1 1158

Form 8-K for VAPOR GROUP, INC.


4-Feb-2015

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Stat

ITEM 5.03 – AMENDMENTS TO ARTICLES OF INCORPORATIONOn January 28, 2015, Vapor Group Inc., a Florida corporation (the “Company” or the “Registrant”) announced that its Board of Directors, with the approval of a majority of votes of its shareholders, had approved an amendment changing Article IV, “Capital Stock”, of the Company’s Articles of Incorporation (the “Amendment”), wherein the total number of authorized shares of common stock of the Registrant shall be increased from two billion, five hundred million
(2,500,000,000) shares to three billion, five hundred million (3,500,000,000)
shares. An increase of one billion (1,000,000,000) shares of common stock.

The Amendment was submitted to the Florida Secretary of State and was declared effective on January 29, 2015, the date of filing of the file-stamped copy by the State of Florida.

As reported on our Form 8-K filed December 4, 2014, and as reported in the Condensed Consolidated Financial Statements and Notes to the Condensed Consolidated Financial Statements of the Registrant filed on Form 10-Q for the quarter ended September 30, 2014 and filed with the SEC on November 14, 2014 (collectively referred to as the “Filings”), the Registrant has accumulated “convertible notes payable” in aggregate amount of $3,583,423 (the “Aggregate Convertible Notes Payable”) as of September 30, 2014. Since the Filings, several holders of said convertible promissory notes (the “Notes” or individually, a “Note”) have exercised their right to convert all or a portion of their Note(s), in accordance with Federal and State law and regulation, into free-trading shares of common stock of the Registrant pursuant to the exemption from registration under Rule 144 of the Securities Act of 1933, as amended and per the terms of each holder’s respective Note.

In addition to other terms, included in the documentation related to each Note is frequently the requirement that the Registrant authorize its transfer agent to reserve a quantity of shares of common stock in advance of any conversion of debt to shares of common stock in the event that the Note holder decides to convert all or any part of the outstanding balance of their respective Note (each a “Reserve”). Such Reserves are frequently variable in that downward changes in the market price of the Registrant’s common stock may trigger an increase in the quantity of shares required to be reserved. In addition, a common provision of such Notes allows the Note holder to convert all or a portion of the outstanding balance of each Note, in accordance with Federal and State law and regulation, without the approval of the Registrant, meaning that such conversions of debt into free trading shares of common stock of the Registrant are outside of the Registrant’s control.

As a result of such conversions and downward changes in the market price of the Registrant’s common stock, several Note holders have required sizeable increases in their Reserves resulting in a significant reduction in the number of authorized shares of common stock in the Registrant’s treasury available for issuance for general business purposes. In order to maintain an adequate quantity of common stock in its treasury for future uses, the Registrant has increased the number of shares of its authorized common stock.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS(a) Exhibits:

Ex. No. Date Document
5.03 January 28, 2015 Amendment to Articles of Incorporation

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0 1789

Vapor Group, Inc., VPOR, Provides Additional Information on the Use of Preferred Stock Issued for the Acquisition of VGR Media, Inc.

DAVIE, FL–(Marketwired – Jan 8, 2015) – Vapor Group, Inc. (OTCQB: VPOR) (the “Company”) clarified for its shareholders today the strategic use of the 100,000 shares of Series B Preferred Stock issued for the acquisition of VGR Media, Inc. on December 31, 2015.

Dror Svorai, President and CEO, said, “There seems to be some concern about the why we issued the preferred stock that we did for this acquisition. To clarify, we always intended that the Series B Preferred shares issued for VGR Media, Inc. be held in trust by us as management for its gradual conversion into awards of ‘performance stock options’ of restricted common stock to VGR employees. Performance options typically have an ‘earn in’ period of one year or more and are granted in the first quarter of the following year. So, any performance option shares would be granted by us to the employees in the first quarter of 2016 — assuming that they achieve their individual and collective goals. (Recall that these preferred shares can’t be converted until essentially January 1, 2016.) These shares will ‘pay out’ over a period of up to five years. We did it this way so that the performance option shares being held by us, because they are preferred, are non-dilutive to our shareholders.”

He added, “The formation of VGR Media as a stand-alone, initially was a vital test run for us. When we founded it we weren’t sure that the complex interactive web play would work. Its pitch spanned products beyond our offerings. Fortunately, it worked well beyond our expectations and we believe its value was at least $500,000 at year-end. Understand that VGR handles non-competitive products on the web and is the ‘person behind the curtain’ for several marketers. Those marketers don’t want to be identified as yet. What we can say is that VGR is profitably selling products and services that are legal in all 50 states.

“Like any ad agency, VGR’s business model is not asset rich or even hard-asset focused, rather it is meant to be a cash flow generating machine. For now, we are not divulging more about its strategy or more about its results until we complete the required federal filings. We don’t want to give our competitors good ideas. Suffice it to say that we will disclose more as we move forward.

“Because of VGR’s immediate success, we wanted it in Vapor Group, but were advised to do so without diluting the common stock of our shareholders or spending cash needed for business expansion and inventory. Hence preferred stock in a quantity that equates to what we believe VGR’s value is; the stock being granted over time to its employees. If VGR’s pace continues as expected, this acquisition will prove to be a very smart move indeed.”

About the 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.

About the Vapor Group
Vapor Group, Inc., http://www.vaporgroup.com/, is in the business of designing, developing, manufacturing and marketing high quality, vaporizers and e-cigarette brands which use state-of-the-art electronic technology and specially formulated, “Made in the USA” e-liquids, which may or may not contain nicotine. It offers a range of products with unique e-liquid flavors that is unmatched in our industry. Its products are marketed under the Vapor Group, Total Vapor, Vapor 123 and Vapor Products brands. It sells nationwide through distributors, wholesalers and directly to consumers through its own websites and direct response advertising.

All of its E-cigarettes consist of a long-life battery, a heating element, a cartridge filled with an “e-liquid” and an atomizer which when heated vaporizes the e-liquid. Because E-cigarettes are not “lit” like regular cigarettes, they don’t create flame, smoke from burning, ash, tar, noxious fumes or leftover “cigarette butts.” As a result, they may be used virtually anywhere.

Vapor Group is committed to providing E-cigarettes that are convenient and economical to use, safer and healthier than traditional smoking, and which provide a flavorful, enjoyable smoking experience.

Vapor Group, Inc. is managed by a highly experienced team of executives committed to responsible business policies and practices, including the marketing of our products only to those eighteen years of age or older, not making or avoiding claims about our product health benefits, and fulfilling the requirements of all applicable laws and regulations.

Safe Harbor Statement:
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Certain statements set forth in this press release constitute “forward-looking statements.” Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate”, “project”, “intend”, “forecast”, “anticipate”, “plan”, “planning”, “expect”, “believe”, “will likely”, “should”, “could”, “would”, “may” or words or expressions of similar meaning. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company’s actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company’s ability to grow its business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the Company’s limited operating history, the limited financial resources, domestic or global economic conditions — activities of competitors and the presence of new or additional competition and conditions of equity markets.

Contact:
CONTACT:
Vapor Group, Inc.
954-792-8450

0 1288
marijuana stocks

Form 8-K for VAPOR GROUP, INC.

5-Jan-2015

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securit

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENTAcquisition 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.

2
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.

Vapor Group, Inc.

Vapor Group, Inc., www.vaporgroup.com, is in the business of designing, developing, manufacturing and marketing high quality, vaporizers and e-cigarette brands which use state-of-the-art electronic technology and specially formulated, “Made in the USA” e-liquids, which may or may not contain nicotine. It offers a range of products with unique e-liquid flavors that is unmatched in our industry. Its products are marketed under the Vapor Group, Total Vapor, Vapor 123, and Vapor Products brands which it sells nationwide through distributors, wholesalers and directly to consumers through its own websites and direct response advertising. Total Vapor Inc., Vapor 123 Inc. and Vapor Products, Inc., each a Florida corporation, are each a wholly-owned subsidiary of Vapor Group, Inc.

All of its E-cigarettes consist of a long-life battery, a heating element, a cartridge filled with an “e-liquid” and an atomizer which when heated, vaporizes the e-liquid. Because E-cigarettes are not “lit” like regular cigarettes, they don’t create flame, smoke from burning, ash, tar, noxious fumes or leftover “cigarette butts”. As a result, they may be used virtually anywhere.

Vapor Group is committed to providing E-cigarettes that are convenient and economical to use, safer and healthier than traditional smoking, and which provide a flavorful, enjoyable smoking experience.

Vapor Group, Inc. is managed by a highly experienced team of executives committed to responsible business policies and practices, including the marketing of our products only to those eighteen years of age or older, not making or avoiding claims about our product health benefits, and fulfilling the requirements of all applicable laws and regulations.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIESPer the terms and conditions of the Agreement, the Company will issue an aggregate of 100,000 shares of its Series B preferred stock to the Shareholders of VGR Media, Inc., and the Shareholders of VGR Media, Inc. will acquire the aggregate 100,000 shares of the Company’s Series B preferred stock in exchange for an aggregate of one hundred percent (100%) of the issued and outstanding capital stock of VGR Media, Inc. owned by the Shareholders, consisting of three hundred and fifty million (350,000,000) shares of restricted common stock of VGR Media, Inc.

The shares are being issued to the Shareholders of VGR Media, Inc., each an individual, in reliance on Section 4(2) and Regulation D of the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of Series B preferred stock will not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The Shareholders of VGR Media, Inc. acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from the Company’s management concerning any and all matters related to acquisition of the securities.

3

Therefore, as a result of the Agreement following the issuance of the 100,000 shares of the Company’s Series B preferred stock, there will be one million, three hundred and fifty thousand (1,350,000) shares of preferred stock of the Company issued and outstanding, consisting of one million (1,000,000) shares of Series A preferred stock and three hundred and fifty thousand (350,000) shares of Series B preferred stock. As of the date of this Report the 100,000 shares of Series B preferred stock have been issued and are outstanding on the books and records of the Registrant.

Preferred Stock Beneficial Ownership Chart Changes as a Result of the Agreement

The following tables sets forth information, as of the date of this Current Report, with respect to the beneficial ownership of the outstanding preferred stock by: (i) any holder of more than five (5%) percent; (ii) each of the Corporation’s executive officers and directors; and (iii) the Corporation’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. As of the date of this Current Report, there are 1,350,000 shares of preferred stock.

                                                          Number of
                                                            Shares       Percentage
Name of Beneficial Owner & Shares Issued and             Beneficially   Beneficially
Outstanding                                                 Owned          Owned
Series A Preferred Stock (1,000,000)
Dror Svorai                                               1,000,000         100%
3901 SW 47 Avenue                                            (1)
Suite 415
Davie, Florida 33314

Series B Preferred Stock (350,000,000)
Dror Svorai                                              262,500 (1)        75%
3901 SW 47 Avenue
Suite 415
Davie, Florida 33314

Yaniv Nahon                                               87,500 (1)        25%
3901 SW 47 Avenue
Suite 415
Davie, Florida 33314

Jorge Schcolnik                                              -0-            -0-
3901 SW 47 Avenue
Suite 415
Davie, Florida 33314


______________

(1) Each share of Series A Preferred Stock has voting rights equivalent to 10,000 shares of common stock in any election of the shareholders for any purpose and is not convertible into common stock. Each share of Series B Preferred Stock is convertible into 1,800 shares of common stock and has voting rights equivalent to 1,800 shares of common stock in any election of the shareholders for any purpose.

As a result of the Agreement, there were no changes to the beneficial ownership of the Registrant with respect to its shares of common stock.

4
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS(a) Financial Statements of Business Acquired

Financial Statements of VGR Media, Inc. for the years ended December 31, 2013, to be filed by amendment to this Current Report on Form 8-K.

(b) Not Applicable

(d) Exhibits:

No. Date Document
1.01 December 31, 2014 Acquisition Agreement

5

 

1 1522

Vapor Group, Inc., VPOR, Closes Major Distribution Agreement and Receives Initial Purchase Order Covering 100 Retail Stores; Also Acquires Interactive Advertising Agency, VGR Media, Inc.

DAVIE, FL–(Marketwired – Jan 5, 2015) – Vapor Group, Inc. (OTCQB: VPOR), (the “Company”), confirmed today that it had consummated a major distribution agreement for its full range of e-cigarette products with a major northeast U.S. distributor serving over 3000 retail outlets, and had received an initial stocking order for 100 of its retail store customers.

In an unrelated event, the Company also announced that it completed on December 31, 2014 the acquisition of 100% of VGR Media, Inc., a Florida-based interactive advertising agency with an international footprint. As a result, VGR Media, Inc. immediately becomes a wholly-owned subsidiary of the Company.

Dror Svorai, President and CEO, said, “We have started 2015 off with two highly significant steps forward. First, the new distribution agreement firmly puts our products on the map in several northeast States, and has, on the first business day of the new year already put our shipping department in high gear as they begin shipping product to the first 100 stores.

Second, last Wednesday, we acquired VGR Media, Inc. which has a staff with a core competency in interactive advertising and marketing. This acquisition will enable us to not only further our online marketing results, but to derive income and profit from the online sales and marketing of non-competitive consumer goods and services. Moreover, this acquisition will help us gain valuable insight into online consumer sales behavior and trends that can only help us in the future.

Lastly, the Company has already reduced significantly the majority of its long-term debt and we believe that we on pace to almost eliminate all of our long-term debt by the beginning of the second quarter 2015. The effect of this pay down will be a stronger balance sheet, and long-term, improved profitability.”

About the 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.

Vapor Group, Inc., http://www.vaporgroup.com/, is in the business of designing, developing, manufacturing and marketing high quality, vaporizers and e-cigarette brands which use state-of-the-art electronic technology and specially formulated, “Made in the USA” e-liquids, which may or may not contain nicotine. It offers a range of products with unique e-liquid flavors that is unmatched in our industry. Its products are marketed under the Vapor Group, Total Vapor, Vapor 123 and Vapor Products brands. It sells nationwide through distributors, wholesalers and directly to consumers through its own websites and direct response advertising.

All of its E-cigarettes consist of a long-life battery, a heating element, a cartridge filled with an “e-liquid” and an atomizer which when heated vaporizes the e-liquid. Because E-cigarettes are not “lit” like regular cigarettes, they don’t create flame, smoke from burning, ash, tar, noxious fumes or leftover “cigarette butts.” As a result, they may be used virtually anywhere.

Vapor Group is committed to providing E-cigarettes that are convenient and economical to use, safer and healthier than traditional smoking, and which provide a flavorful, enjoyable smoking experience.

Vapor Group, Inc. is managed by a highly experienced team of executives committed to responsible business policies and practices, including the marketing of our products only to those eighteen years of age or older, not making or avoiding claims about our product health benefits, and fulfilling the requirements of all applicable laws and regulations.

Safe Harbor Statement:
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Certain statements set forth in this press release constitute “forward-looking statements.” Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate”, “project”, “intend”, “forecast”, “anticipate”, “plan”, “planning”, “expect”, “believe”, “will likely”, “should”, “could”, “would”, “may” or words or expressions of similar meaning. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company’s actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company’s ability to grow its business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the Company’s limited operating history, the limited financial resources, domestic or global economic conditions — activities of competitors and the presence of new or additional competition and conditions of equity markets.

Contact:
CONTACT:
Vapor Group, Inc.
954-792-8450

1 2554

Vapor Group, Inc., VPOR, Launches Private Label Program for Dispensaries in Colorado

DAVIE, FL–(Marketwired – Dec 12, 2014) – Vapor Group, Inc. (OTCQB: VPOR), (the “Company”), announced today that it has begun the distribution and roll out of an exclusive private-label program for its proprietary line of high quality vaporizers to be sold in dispensaries across Colorado.

Dror Svorai, President and CEO, said, “We were extremely excited to have been chosen by a leading Colorado distributor that was seeking a high quality, reasonable priced line of vaporizers for private labeling for its dispensary customers.” He added, “Today, we are already providing private labeled vaporizers to a dozen dispensaries in the greater Denver area, and have members of our direct sales force on the ground in Colorado actively focusing on further developing this business across the State. This program firmly establishes us as a leading ‘vendor-of-choice’ for quality vaporizer products in Colorado, and will springboard further our vaporizer sales as we roll out the program in other locations.”

“This accomplishment is yet another proof that our markets are recognizing the uniqueness, reliability and high quality of our products. This program will add to our overall growth and further enhance our results in the years ahead.”

About the Vapor Group

Vapor Group, Inc., http://www.vaporgroup.com/, is in the business of designing, developing, manufacturing and marketing high quality, vaporizers and e-cigarette brands which use state-of-the-art electronic technology and specially formulated, “Made in the USA” e-liquids, which may or may not contain nicotine. It offers a range of products with unique e-liquid flavors that is unmatched in our industry. Its products are marketed under the Vapor Group, Total Vapor, Vapor 123 and Vapor Products brands. It sells nationwide through distributors, wholesalers and directly to consumers through its own websites and direct response advertising.

All of its E-cigarettes consist of a long-life battery, a heating element, a cartridge filled with an “e-liquid” and an atomizer which when heated vaporizes the e-liquid. Because E-cigarettes are not “lit” like regular cigarettes, they don’t create flame, smoke from burning, ash, tar, noxious fumes or leftover “cigarette butts”. As a result, they may be used virtually anywhere.

Vapor Group is committed to providing E-cigarettes that are convenient and economical to use, safer and healthier than traditional smoking, and which provide a flavorful, enjoyable smoking experience.

Vapor Group, Inc. is managed by a highly experienced team of executives committed to responsible business policies and practices, including the marketing of our products only to those eighteen years of age or older, not making or avoiding claims about our product health benefits, and fulfilling the requirements of all applicable laws and regulations.

Safe Harbor Statement:

This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Certain statements set forth in this press release constitute “forward-looking statements.” Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate”, “project”, “intend”, “forecast”, “anticipate”, “plan”, “planning”, “expect”, “believe”, “will likely”, “should”, “could”, “would”, “may” or words or expressions of similar meaning. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company’s actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company’s ability to grow its business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the Company’s limited operating history, the limited financial resources, domestic or global economic conditions — activities of competitors and the presence of new or additional competition and conditions of equity markets.

Contact:
CONTACT:
Vapor Group, Inc.
954-792-8450

0 1368

Vapor Group, Inc., VPOR, CEO Issues Letter to Shareholders on First 9 Months Results and Outlook for Year Ahead

Davie, FL / ACCESSWIRE / November 17, 2014 / Vapor Group, Inc. (VPOR) (the “Company” or “Vapor Group”), today released a letter to shareholders from its President and CEO, Dror Svorai. In the letter, Dror Svorai discusses the results for the first 9 month of 2014 and states what he expects for the Company in the year ahead.

Dear Shareholders:

For your Company, the beginning nine months of 2014 continued the positive trend established in 2013. We expect the remainder of 2014 and all of 2015 to exemplify even further growth and positive results for our business.

First, as reported in our 10-Q, for the nine months of 2014, our revenues continued to grow, reaching $3,299,300, an increase of $2,444,096 or 286% for the same period in 2013. Moreover, for all of calendar year 2013, we had gross revenues (audited) in excess of $1,975,000 – so in the first nine months of 2014 we have already far exceeded our entire revenue of last year. Overall, a significant accomplishment and tribute to our hardworking and innovative staff in a period in which we have seen many of our competitors struggling to sustain their business.

Second, we have recently launched a line of low-cost, affordable vaporizers and accessories, including one low-price-point vaporizer in a blister pack, and a “limited edition” series as well for the holiday season. These products have been enthusiastically embraced by the exploding markets in Colorado, Washington and elsewhere for high quality, dependable vaporizers for dry herb, liquid and wax applications. In each of these regions, we have begun a successful, geographically broad sell-in.

In the State of Colorado, we have established statewide distribution of this vaporizer line, and in fact have several of our proprietary line being “private labelled” for numerous dispensaries across the State. As a result, in Colorado, we are rapidly expanding our month-over-month revenues.

In terms of marketing, for all our products, we have greatly increased our online presence through Company websites, expanded our salesforce with highly experienced staff sophisticated in selling to national distributors, and developed unique product promotions and methods of product trial to gain market share and penetration.

In July we began the process to franchise our “Total Vapor” store concept in Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia, North Carolina, and Washington D.C. Each of these market areas continues to represent great sales potential for e-cigarettes and our other products. To date, the process continues on track with the preparation of regulatory federal and State filings and other documents. We plan to have our first franchised stores open in early 2015.

All the above rapid growth consumes not only time and energy, but capital. During 2014, we have invested heavily in new product development, marketing and distribution, inventory and internal systems. As a new, rapidly growing business, our cash needs have month-over-month exceeded our cash flow such that we have looked to outside financing sources for the capital necessary to fuel our growth. Important to understand is that the terms of such agreements require us to maintain a reserve of unissued shares adequate to protect any future conversion rights of the holder. Such reserves are based on our stock’s market price such that the Company is required to adjust the reserve in relation to stock market price fluctuations. Because of recent price volatility, we have had to increase our total authorized shares to maintain such an adequate reserve in order to avoid a “technical” default under such agreements, which would cripple our ability to fund future expansion.

We believe that by mid-2015, we will be able to reduce our current debt burden significantly and perhaps even eliminate it entirely, as the result of the continued, accelerated revenues that we are producing month to month.

We think that as a shareholder, long term, you will be satisfied with the results of our business and in the overall increase in the value of your company. We expect 2015 to be a “blockbuster” year for us, including the announcement of several new initiatives and patent pending new products that we now have in the planning stages.

Very truly yours,

Dror Svorai

President and CEO

Vapor Group, Inc.

About the Vapor Group

Vapor Group, Inc., www.vaporgroup.com, is in the business of designing, developing, manufacturing and marketing high quality, vaporizers and e-cigarette brands which use state-of-the-art electronic technology and specially formulated, “Made in the USA” e-liquids, which may or may not contain nicotine. It offers a range of products with unique e-liquid flavors that is unmatched in our industry. Its products are marketed under the Vapor Group, Total Vapor, Vapor 123, and Vapor Products brands. It sells nationwide through distributors, wholesalers and directly to consumers through its own websites and direct response advertising.

All of its E-cigarettes consist of a long-life battery, a heating element, a cartridge filled with an “e-liquid” and an atomizer which when heated vaporizes the e-liquid. Because E-cigarettes are not “lit” like regular cigarettes, they don’t create flame, smoke from burning, ash, tar, noxious fumes or leftover “cigarette butts”. As a result, they may be used virtually anywhere.

Vapor Group is committed to providing E-cigarettes that are convenient and economical to use, safer and healthier than traditional smoking, and which provide a flavorful, enjoyable smoking experience.

Vapor Group, Inc. is managed by a highly experienced team of executives committed to responsible business policies and practices, including the marketing of our products only to those eighteen years of age or older, not making or avoiding claims about our product health benefits, and fulfilling the requirements of all applicable laws and regulations.

Safe Harbor Statement:

This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Certain statements set forth in this press release constitute “forward-looking statements.” Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate”, “project”, “intend”, “forecast”, “anticipate”, “plan”, “planning”, “expect”, “believe”, “will likely”, “should”, “could”, “would”, “may” or words or expressions of similar meaning. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company’s actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company’s ability to grow its business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the Company’s limited operating history, the limited financial resources, domestic or global economic conditions — activities of competitors and the presence of new or additional competition and conditions of equity markets.

CONTACT:
Vapor Group, Inc.
954-792-8450

SOURCE: Vapor Group, Inc.

0 1839

Vapor Group, Inc., VPOR, Already Receiving Orders for Its New, State-of-the-Art Line of Vaporizers, Successfully Launched at National Association of Convenience Stores Annual Meeting and Expo in Las Vegas, Nevada

DAVIE, FL / ACCESSWIRE / October 29, 2014 /Vapor Group, Inc. (VPOR), (the “Company”), announced today that it had successfully launched its new, state-of-the art vaporizers for dry herb and liquid applications (“2 in 1″), at the National Association of Convenience Stores Annual Meeting and Expo (the “NACS Show”) in Las Vegas, October 7-10. The new lines, including a “smile-generating” blister-carded, pen-sized vaporizer named the “Stealthpen”,http://goo.gl/QD1z2W, are designed to be sold to customers seeking low price points. Distributors interviewed said that the products are perfect to be sold in convenience stores of all types. Already broker and distributor interest in the new vaporizers is high, and pre-orders are flowing in as distributors position themselves to get ahead of their competition.

Dror Svorai, President and CEO, said, “This is a ‘game changer’ for an exploding, national marketplace for such devices. We have brokers and distributors throughout the country, and particularly in California and Colorado, excited about getting their supply of our new vaporizers, which we should have available for immediate shipment in about 10 days. For the convenience store marketplace, we had strategically designed this line to take down the traditional high purchase price of such devices and, as a result, Vapor Group expects a large increase in vaporizer sales for this holiday season and throughout 2015. Moreover, once the expanded market emerges here in Florida, we plan on rapidly expanding our vaporizer product sales in our backyard.”

He added, “We’re also excited to be able to say that we’ll have additional new product announcements in the coming few weeks.”

About the Vapor Group:

Vapor Group, Inc., http://www.vaporgroup.com/, is in the business of designing, developing, manufacturing and marketing high quality, vaporizers and e-cigarette brands which use state-of-the-art electronic technology and specially formulated, “Made in the USA” e-liquids, which may or may not contain nicotine. It offers a range of products with unique e-liquid flavors that is unmatched in our industry. Its products are marketed under the Vapor Group, Total Vapor, Vapor 123 and Vapor Products brands. It sells nationwide through distributors, wholesalers and directly to consumers through its own websites and direct response advertising.

All of its E-cigarettes consist of a long-life battery, a heating element, a cartridge filled with an “e-liquid” and an atomizer which when heated vaporizes the e-liquid. Because E-cigarettes are not “lit” like regular cigarettes, they don’t create flame, smoke from burning, ash, tar, noxious fumes or leftover “cigarette butts”. As a result, they may be used virtually anywhere.

Vapor Group is committed to providing E-cigarettes that are convenient and economical to use, safer and healthier than traditional smoking, and which provide a flavorful, enjoyable smoking experience.

Vapor Group, Inc. is managed by a highly experienced team of executives committed to responsible business policies and practices, including the marketing of our products only to those eighteen years of age or older, not making or avoiding claims about our product health benefits, and fulfilling the requirements of all applicable laws and regulations.

Safe Harbor Statement:

This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Certain statements set forth in this press release constitute “forward-looking statements.” Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate”, “project”, “intend”, “forecast”, “anticipate”, “plan”, “planning”, “expect”, “believe”, “will likely”, “should”, “could”, “would”, “may” or words or expressions of similar meaning. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company’s actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company’s ability to grow its business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the Company’s limited operating history, the limited financial resources, domestic or global economic conditions — activities of competitors and the presence of new or additional competition and conditions of equity markets.

CONTACT:

Vapor Group, Inc.
954-792-8450

SOURCE: Vapor Group, Inc.

 

0 2266

Form 8-K for VAPOR GROUP, INC.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

Item 1.01. Entry into a Material Definitive Agreement.On April 29, 2014, the Company closed a private placement whereby it entered into a securities purchase agreement, dated April 29, 2014 (the “Purchase Agreement”), with Magna Equities II, LLC (formerly Hanover Holdings I, LLC) (“Magna”), an affiliate of Magna Group. Pursuant to the Purchase Agreement, the Company sold Magna four (4) 8% senior convertible promissory notes in aggregate principal amount of $1,342,391.17 million (collectively, the “Convertible Notes”, or individually, a “Convertible Note”) due twelve months from the date of the Convertible Notes’ issuance. The Convertible Notes were purchased by Magna for $1,235,000. A copy of the Purchase Agreement and the Convertible Notes are attached as Exhibits to the Current Report on Form 8-K, filed by the Company with the U.S. Securities Exchange Commission on May 6, 2014.

On October 24, 2014, the Company made a prepayment (the “Prepayment”) to Magna to be applied against the Convertible Notes.

On October 27, 2014, the Company entered into a Side Letter Agreement (the “Agreement”), dated October 27, 2014, with Magna. Pursuant to the Side Letter Agreement, the Company and Magna agreed to allocate the Prepayment towards the principal amount due under the Convertible Note with a $480,000 purchase price. As such, the outstanding principle amount due under the Convertible Note with a Purchase Price of $480,000 was reduced accordingly. Further, the Agreement provides that the fixed conversion price under each of the Convertible Notes will be amended to reflect that the conversion price will be equal to a 30% discount from the lowest trading price in the five (5) trading days prior to conversion, subject to adjustment. The Agreement also makes various modifications to the Convertible Notes, including, without limitation, the removal of the clause in Section 3.19 of each Convertible Note, which stated:
“Trading Below Premium. If, at any time after one hundred and eighty (180) calendar days after the Issue Date, the stock is trading below $0.18, the Company will be considered in default.”

Additionally, the Agreement provides for the issuance of a new 8% senior convertible promissory note was by the Company to Magna in the principle amount of $35,760.95, for a purchase price of $38,870.69 (the “New Note”). The New Note was issued in accordance with the terms and conditions of the Purchase Agreement, contains substantially the same terms and conditions as the Convertible Notes, and has a maturity date of October 27, 2015.

Finally, the Agreement provides that except as otherwise expressly provided therein, the Purchase Agreement, the Convertibles Notes, and the related Escrow Agreement, dated April 29, 2014, are, and shall continue to be, in full force and effect and are thereby ratified and confirmed in all respects, including, without limitation, all representations and warranties made by each of the Company and Magna.

The issuance of the New Note to Magna was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”). The Company made this determination based on the representations of Magna in the Purchase Agreement that Magna is an “accredited investor” within the meaning of Rule 501 of Regulation D and has access to information about its investment and about the Company.

This Current Report on Form 8-K (this “Report”) is neither an offer to sell nor the solicitation of an offer to buy any securities. The securities have not been registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act.

The foregoing descriptions of the Agreement and the New Note, do not purport to be complete, and are qualified in their entirety by reference to each such document (or form thereof, as applicable), filed as Exhibits 9.01 and 9.02, respectively, and incorporated herein by reference.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.(a) Exhibits:

Exhibit No.   Description

9.01          Side Letter Agreement, dated October 27, 2014

9.02          Convertible Promissory Note, dated October 27, 2014

 

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