Item 1.01   Entry into a Material Definitive Agreement.

On January 31, 2018, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Vapor Group, Inc. (“VPOR”) under which the Company purchased certain assets (the “Acquired Assets”) of VPOR’s wholly-owned subsidiary, Simple Cork, Inc.

The consideration paid by the Company was based on an appraisal of the Acquired Assets prepared by George R. Levie, CPA, P.A. dated November 29, 2017, attached hereto, (the “Appraisal”), and included the assumption in full of the Assumed Liabilities as therein defined; a to-be-determined quantity of the Company’s common stock, which is to be registered on Form S-1 within ninety (90) days of Closing (the “Registration Statement”) wherein the shares will be distributed to the shareholders of common stock of VPOR after the Registration Statement becomes effective. The quantity of said registered shares to be issued will be based on the quantity of shares of common stock of VPOR held by each of its shareholders as of December 29, 2017 (the “Shareholder of Record Date”) and the Common Stock Exchange Ratio (as defined therein).

Prior to the closing of the Asset Purchase Agreement, which includes the French patent awarded in 2017 to VPOR and patents pending under applications assigned to, or originated by, VPOR in eight other countries including the United States, the Issuer on November 29, 2017 had obtained a copy of the Appraisal which uses the “relief-from-royalty method” of the estimated “fair value” of the intellectual property (“IP”) once in market. (The “Appraisal”) The valuation used in the Appraisal was performed in conformity with the “Statement of Standards for Valuation Services No. 1” of the American Institute of Certified Public Accountants (“AICPA”). The standard of value used was” fair value”, which per the Financial Accounting Standards Boards (“FASB”) is defined as “the price that would be received to sell as asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” AICPA also finds the definition of “fair market value” in Revenue Ruling 59-60 consistent with the definition of “fair value” as defined by FASB.

As of the date of the Appraisal, the intellectual property of Simple Cork, Inc. was estimated to have a “fair value” of $12,440,000 (U.S.) subject to the execution of its business plan including market introductions in multiple countries.