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Smokefree Innotec Receives Signed Contract Selling Belgium Subsidiary |
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Smokefree Innotec Receives Signed Contract Selling Belgium Subsidiary
LAS VEGAS, Oct. 4, 2011 /PRNewswire/ -- George Roth, President of Smokefree Innotec, Inc. (OTC Pink: SFIO) announced today that "The corporation has received a fully executed Stock Purchase Agreement with James Denverson Corporation, a Nevada corporation ("Denverson"), by which Smokefree has transferred its 80% ownership and control of Smokefree Innotec, Bvba ("Smokefree Bvba"), its Belgium subsidiary corporation, to Denverson, effective August 31, 2011, which will carry along with it all assets, liabilities, cash held in depository accounts and full management control of the operations of Smokefree Bvba on the terms outlined therein. The minority shareholders owning 20% are retaining their shares, and have taken management positions with Denverson." "This executed definitive agreement provides consideration in the aggregate amount of US$1,110,000 in the form of US$110,000 cash and US$1,000,000 in Promissory Notes convertible to Denverson shares at one (1) Euro per-share. It is planned that a separate licensing agreement to be finalized by patent attorneys for Denverson's use of Smokefree Patents will also provide ongoing royalties to SFIO. Conditions subsequent to the execution of this definitive agreement need to be satisfied by both parties in order to finalize all requirements of the agreement. All international distribution rights to SFIO products are transferred to Smokefree Bvba as a subsidiary of Denverson, while SFIO retains distribution of its products and the Smokers Option brand within the United States and the military. Mr. Roth stated, "I would like to reiterate that Smokefree Bvba under the leadership of Manfred Bogaert has been responsible for actual distribution of SFIO REAL and Smokers Option products within the Euromarket, as well as coordinating successful marketing programs and sales efforts in South Africa and Australasia with SFIO affiliate Bryant West, under the leadership of Brendan Jackson. Mr. Bogaert's achievement of the remarkable penetration of the Conway distribution system in Germany and Belgium will now be expanded initially to include the Denverson line of e-cigarettes based on Denverson's own patents, plus a variety of other brands as they become available." Again, the combined intellectual properties of both parties intended to be used by Smokefree Bvba under its new ownership by Denverson will provide for a stronger defense against competition and enhance the future of product design and expanded distribution for both, a unified teaming relationship that works to the benefit of shareholders and customers of both SFIO and Denverson. SFIO's has engaged the digital IR firm GLX - The Global Listing Exchange which will soon launch a program to provide new websites and the use of social networking to play a dominant role in spreading the word about the new SFIO and its products, and capitalizing on these new marketing and distribution opportunities, while supplying complete transparency to customers and the financial community. In summary, Mr. Roth declared, "The execution of this Stock Purchase Agreement and teaming up with Denverson consolidates the efforts in developing and distributing e-cigarette products that are wanted and needed by consumers all over the world. It has been a difficult path that the company has pursued with limited financial and manpower resources. Now possible is the next step is to include in SFIO's Information Statement and Financials filing on the OTC Markets website a finalized divestiture agreement together with a substantial receivable. With the SEC complaint now being satisfied, and along with our teaming up with Denverson, what matters now is what is to be done next for SFIO customers and shareholders. SFIO believes this new facelift and partnering will make it attractive to talent and capital, and to swing into full production with old and new designs and products. An enterprise's ability to distinguish new possibilities and opportunities and boldly act on them makes the difference between its success or failure. Our destination is success." About Smokefree Innotec, Inc. Smokefree Innotec, Inc. (OTC Pink: SFIO), www.smokefree-innotec.com, is in the business of designing, developing, manufacturing and marketing hi-tech, nicotine and non-nicotine cigarette-like delivery devices which are completely smoke and vapor-free and tobacco-free. SFIO's products are designed to protect the non-smoker from second hand smoke and all its effects while providing the smoker a way to enjoy a smoke-free cigarette anywhere, including places where vapor emissions are offensive or smoking tobacco or similar substances is prohibited. Further, our products will allow the smoker to enjoy smoking either nicotine or flavored non-nicotine cigarettes while not having to worry about the offensive dangers and ill effects of regular cigarette smoking. However SFIO's products are not intended for any prevention or therapeutic treatment of any disease. About GLX - The Global Listing Exchange The Global Online Investment Community - GLX provides interactive advertising, conference and event coordination, digital IR/PR, journalism, market intelligence, media/marketing, news dissemination, research, video production and ancillary specialty communications services to publicly traded companies worldwide. Contact:
The GLX Editor's Desk
+1 855 GLX INTL | +1 855 459 4685
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| www.glxinc.com Contact:
Smokefree Innotec, Inc.
George Roth - CEO
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| www.smokefree-innotec.com A number of statements referenced in this Press Release are forward-looking statements, which are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995, and within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, and goals, assumption of future events or performance are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Forward-looking statements in this Release may be identified through the use of words such as "expects," "will," "anticipates," "estimates," "believes," or statements indicating certain actions "may", "could," or "might" occur. Such statements reflect the current views of Smokefree Innotec, Inc. with respect to future events and are subject to certain assumptions, including those described in this release. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products, services, and technologies, competitive market conditions, successful integration of acquisitions, the ability to secure additional sources of financing, the ability to reduce operating expenses, and other factors. The actual results that the Company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. Smokefree Innotec, Inc. does not undertake any responsibility to update the "forward-looking "statements contained in this news release. Disclosures made in this Press Release are limited by good business practice and to that permitted to the public by applicable securities regulations, both Federal and State, including rights granted to shareholders under the Nevada Revised Statutes NRS 78.257 regarding limitations of preferential and selective disclosure of confidential Company information. |
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Smokefree Innotec Enters Into Letter Of Intent To Sell Belgium Subsidiary To James Denverson Corp.Mr. Roth stated, “Smokefree Bvba under the leadership of Manfred Bogaert has been responsible for actual distribution of SFIO products within the Euromarkets, as well as coordinating successful marketing programs and sales efforts in South Africa and Australasia.” SFIO management has looked to Mr. Bogaert’s expert guidance to achieve the remarkable penetration of the Conway distribution system in Germany and Belgium with our Smokers Option and REAL product lines, and a valuable asset to any business. The Conway stores and vending outlets number in excess of 100,000 locations. The contemplated definitive agreement and resulting teaming relationship will not only consolidate the international marketing efforts of both Denverson and Smokefree Bvba, but will also contain provisions to unify both corporations’ intellectual property technical bases to pursue cross licensing and use of patents applied for, granted, or under development. During the various discussions in negotiating this LOI, all possible intellectual property claims or conflicts that may or may not had been made in the past were resolved; and there are no unresolved patent issues known at the present time between the parties. The combined intellectual properties, including Denverson’s Patent, intended to be used by Smokefree Bvba under its new ownership by Denverson, will provide for a stronger defense against competition and enhance the future of product design and expanded distribution for both, a unified teaming relationship that works to the benefit of shareholders and customers of both SFIO and Denverson. New websites development and the use of social networking will play a dominant role in publicizing the team members and capitalizing on these new marketing and distribution opportunities, while supplying complete transparency to customers and the financial community. Mr. Roth further disclosed, “Denverson will secure the selection of two additional directors to be named by Smokefree Bvba and Mr. Manfred Bogaert will succeed David W. Dube as President of Denverson. Mr. Dube shall be appointed as Chairman of the Board of Directors of Denverson. The effectiveness of this Letter of Intent and consummation of the proposed transaction is contingent upon a due diligence review of the business of Denverson, including a fairness opinion. “I have also been informed by the Mr. Dube, Chairman of the Denverson Board, and its Investment banking Company, that the Denverson Management has already been able to create a Bond Security funding package of up to US $3,500,000 as collateral backing for the company. Denverson is also utilizing its best efforts to achieve a listing for Denverson on the Open Market segment of the Frankfurt Stock Exchange for purposes of providing Denverson shareholders with liquidity and of raising equity capital. When that effort is successful, the Notes received by SFIO as part of the consideration under the definitive agreement will be converted and become a marketable asset of the Company.” In summary, Mr. Roth declared, “This teaming up with Denverson is another step in the direction that SFIO has undertaken to consolidate efforts in developing and distributing e-cigarette products that are wanted and needed by consumers, not only in the U.S., but internationally. It has been a difficult path that the company has pursued with limited financial and manpower resources, so partnering with highly reputable others such as NASCO and Cannabis Science has aided the Company significantly in its past growth and overcoming regulatory difficulties that have strangled our progress recently. But that is in the past, what matters is what is to be done next for SFIO customers and shareholders, and teaming up with Denverson appears to us as a light on the horizon for the Company as it navigates though troubled waters.” ABOUT JAMES DENVERSON CORP. James Denverson Corp., www.denverson.com, a Nevada corporation hereinafter called JDC, is in business of designing and exploiting smokeless products for consumer of non tar or tobacco products in the USA and all over the world. Further, our products will allow the smoker to enjoy smoking either nicotine or flavored non-nicotine cigarettes while not having to worry about the offensive dangers and ill effects of regular cigarette smoking. However, JDC´s products are not intended for any prevention or therapeutic treatment of any disease. ABOUT SMOKEFREE INNOTEC, INC. Smokefree Innotec, Inc. (OTC Pink: SFIO), www.smokefree-innotec.com, is in the business of designing, developing, manufacturing and marketing hi-tech, nicotine and non-nicotine cigarette-like delivery devices which are completely smoke and vapor-free and tobacco-free. SFIO’s products are designed to protect the non-smoker from second hand smoke and all its effects while providing the smoker a way to enjoy a smoke-free cigarette anywhere, including places where vapor emissions are offensive or smoking tobacco or similar substances is prohibited. Further, our products will allow the smoker to enjoy smoking either nicotine or flavored non-nicotine cigarettes while not having to worry about the offensive dangers and ill effects of regular cigarette smoking. However SFIO’s products are not intended for any prevention or therapeutic treatment of any disease. ABOUT GLX – THE GLOBAL LISTING EXCHANGE The Global Online Investment Community – GLX provides interactive advertising, conference and event coordination, digital IR/PR, journalism, market intelligence, media/marketing, news dissemination, research, video production and ancillary specialty communications services to publicly traded companies worldwide. Contact:
GLX – The Global Listing Exchange
Ronald P. Russo, Jr. – CEO
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Smokefree Innotec, Inc.
George Roth – CEO
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www.smokefree-innotec.com A number of statements referenced in this Press Release are forward-looking statements, which are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995, and within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, and goals, assumption of future events or performance are not statements of historical fact and may be “forward-looking statements.” Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Forward-looking statements in this Release may be identified through the use of words such as “expects,” “will,” “anticipates,” “estimates,” “believes,” or statements indicating certain actions “may”, “could,” or “might” occur. Such statements reflect the current views of Smokefree Innotec Inc. with respect to future events and are subject to certain assumptions, including those described in this release. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products, services, and technologies, competitive market conditions, successful integration of acquisitions, the ability to secure additional sources of financing, the ability to reduce operating expenses, and other factors. The actual results that the Company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. Smokefree Innotec Inc. does not undertake any responsibility to update the “forward-looking “statements contained in this news release. Disclosures made in this Press Release are limited by good business practice and to that permitted to the public by applicable securities regulations, both Federal and State, including rights granted to shareholders under the Nevada Revised Statutes NRS 78.257 regarding limitations of preferential and selective disclosure of confidential Company information. |
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