Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 31, 2014

Date of Report (Date of earliest event reported)

Vapor Group, Inc.

(Exact name of registrant as specified in its charter)

Florida		000-51159		98-0427526
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3901 SW 47TH AVENUE

Suite 415

Davie, Florida

33314

(Address of principal executive offices)

(Zip Code)

(954) 792-8450

Registrant’s telephone number, including area code

______________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K may contain “forward looking” statements or statements which arguably imply or suggest certain things about our future. Statements, which express that we “believe”, “anticipate”, “expect”, or “plan to”, and any other similar statements which are not historical fact, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions that we believe are reasonable, but a number of factors could cause our actual results to differ materially from those expressed or implied by these statements. You are cautioned not to place undue reliance on these forward looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward looking statements.

SECTION 1 – REGISTRANT'S BUSINESS AND OPERATIONS.

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.

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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.

SECTION 3. SECURITIES AND TRADING MATTERS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Per 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.

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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.

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

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

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

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

______________

(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.

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SECTION 8 – OTHER EVENTS

None

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Vapor Group, Inc.

Date: January 5, 2015	By:	/s/ Dror Svorai
	Name:	Dror Svorai
	Title:	Chief Executive Officer

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EXHIBIT 1.01

ACQUISITION AGREEMENT

by and among

THE VAPOR GROUP, INC.,

a Florida corporation

and

VGR MEDIA, INC.

a Florida corporation

and

THE SHAREHOLDERS OF VGR MEDIA, INC.

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ACQUISITION AGREEMENT

This Acquisition Agreement (the “Agreement”) is dated as of this 31st day of December, 2014 by and between the VAPOR GROUP, INC., a Florida corporation (“VGI”), VGR MEDIA, INC., a Florida corporation (“VGR”), and the shareholders of VGR (the “Shareholders”). Each of VGI, VGR and the Shareholders shall be referred to as a “Party” and collectively as the “Parties.”

The Parties agree as follows:

1.	The Acquisition.

	1.1	*Share Exchange Subject to the Terms and Conditions of this Agreement*. At the Closing to be held as provided in Section 2, VGI shall acquire all of the issued and outstanding shares of capital stock of VGR, consisting of no shares of preferred stock and three hundred and fifty million (350,000,000) restricted shares of common stock, $0.001 par value per share, issued in book form, (the “VGR SHARES”), and the Shareholders shall deliver to VGI in return for the VGI Shares (as hereinafter defined) all the VGR SHARES, free and clear of any and all Encumbrances (as hereinafter defined) other than restrictions imposed by Federal and State securities laws.

	1.2	*VGI Shares to be Issued.* In exchange for the VGR SHARES, VGI shall issue to the Shareholders, per the following Section 2.4, “Deliveries by VGI following the Closing.”, one hundred thousand (100,000) shares of its Series B Preferred Stock, $0.001 par value per share (the “VGI SHARES”), which may not be converted by the Shareholders, their successors or assigns, into shares of VGI common stock until after (1) year from the Effective Date of this Agreement. The VGI SHARES shall represent the full value for all of the outstanding shares of VGR and shall be issued to the Shareholders set forth in Exhibit A hereto.

	1.3	*Assets of VGR*. The Shareholders represent that they are the sole shareholders of VGR and hereby transfers to VGI all their interests in VGR to VGI.

2.	The Closing.

2.1

Place and Time. The consummation of this Agreement shall take place at the offices of VGI no later than the close of business (Eastern Standard time) on December 31, 2014, or at such other place, date and time as the Parties may agree in writing (the “Closing Date”).

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2.2

Deliveries by VGR at Closing to VGI. At the Closing, VGR shall deliver the following:

		a.	a list of all the assets and liabilities of VGR (the “VGR ASSETS”); and

		b.	all other documents, instruments and writings required by this Agreement to be delivered by VGR at Closing and any other documents or records relating to VGR’s business as reasonably requested by VGI in connection with this Agreement.

		c.	The VGR Shares.

		d.	A signed copy of this Agreement.

	2.3	Deliveries by VGI at Closing to VGR. At the Closing, VGI shall deliver to VGR and the Shareholders signed copies of this Agreement and all other documents, instruments and writings required by this Agreement to be delivered by VGI at Closing to VGR.

	2.4	Deliveries by VGI following the Closing. Within fifteen (15) business days following the Closing, VGI shall cause to be issued to the Shareholders, as contemplated by Section 1.2 hereof, the VGI SHARES which shall bear a restriction that each such share may not be converted by the Shareholders, their successors or assigns, into shares of VGI common stock until after (1) year from the Effective Date of this Agreement; and

	2.5	Deliveries by the Shareholders. At the Closing, the Shareholders shall deliver to VGI the VGR SHARES as contemplated by Section 1.1.

3.	Conditions to VGI’s Obligations.

The obligations of VGI to effect the Closing shall be subject to the satisfaction, at or prior to the Closing, of the following conditions, any one or more of which may be waived by VGI:

3.1

No Injunction. There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prevents the consummation of the transactions contemplated hereby, or that prohibits VGI’s acquisition of the VGR SHARES or the issuance of the VGI SHARES or that will require any divestiture as a result of VGI’s acquisition of the VGR SHARES or that will require all or any part of the business of VGI to be held separate; no litigation or proceedings seeking the issuance of such an injunction, order or decree or seeking to impose substantial penalties on VGI or VGR if this Agreement is consummated shall be pending.

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3.2

Representations, Warranties and Agreements. (a) The representations and warranties of VGR set forth in this Agreement shall be true and complete in all material respects as of the Closing Date as though made at such time, and (b) VGR shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing.

	3.3	Regulatory Approvals. All licenses, authorizations, consents, orders and regulatory approvals of Governmental Bodies necessary for the consummation of VGI’s acquisition of the VGR SHARES shall have been obtained and shall be in full force and effect.

	3.4	Approval of VGI Directors. The transactions described herein shall be approved by a majority vote of the VGI Board of Directors, which approval shall be delivered to VGR in writing at Closing.

4.	Conditions to VGR’s and the Shareholders’ Obligations.

The obligations of VGR and the Shareholders to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by VGR and the Shareholders:

	4.1	No Injunction. There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prevents the consummation of the transactions contemplated hereby, or that prohibits VGI’s acquisition of the VGR SHARES or the Shareholders’ acquisition of the VGI SHARES, or that will require any divestiture as a result of VGI’s acquisition of the VGR SHARES or the Shareholders’ acquisition of the VGI SHARES, or that will require all or any part of the business of VGI or VGR to be held separate; no litigation or proceedings seeking the issuance of such an injunction, order or decree or seeking to impose substantial penalties on VGI or VGR if this Agreement is consummated shall be pending.

	4.2	Representations, Warranties and Agreements. (a) The representations and warranties of VGI set forth in this Agreement shall be true and complete in all material respects as of the Closing Date as though made at such time, and (b) VGI shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing.

	4.3	Regulatory Approvals. All licenses, authorizations, consents, orders and regulatory approvals of Governmental Bodies necessary for the consummation of VGI’s acquisition of the VGR SHARES and the Shareholders’ acquisition of the VGI SHARES shall have been obtained and shall be in full force and effect.

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5.	Conduct of Business Prior to the Closing.

	5.1	Operation in Ordinary Course. Between the date of this Agreement and the Closing Date, VGI and VGR shall each conduct its businesses in all material respects in the ordinary course.

	5.2	Business Organization. Between the date of this Agreement and the Closing Date, VGI and VGR shall each (a) preserve substantially intact their business organization; and (b) preserve in all material respects their present business relationships and good will.

	5.3	Corporate Organization. Between the date of this Agreement and the Closing Date, VGI and VGR shall not cause or permit any amendment of its respective certificate of incorporation or bylaws (or other governing instrument) and shall not:

		1.	without the prior approval of the other Party, issue, sell or otherwise dispose of any of its Equity Securities, or create, sell or otherwise dispose of any options, rights, conversion rights or other agreements or commitments of any kind relating to the issuance, sale or disposition of any of its Equity Securities;

		2.	without the prior approval of the other Party, create or suffer to be created any Encumbrance thereon, or create, sell or otherwise dispose of any options, rights, conversion rights or other agreements or commitments of any kind relating to the sale or disposition of any Equity Securities;

		3.	reclassify, split up or otherwise change any of its Equity Securities;

		4.	be party to any merger, consolidation or other business combination;

		5.	sell, lease, license or otherwise dispose of any of its properties or assets (including, but not limited to rights with respect to patents and registered trademarks and copyrights or other proprietary rights), in an amount which is material to its business or financial condition, except in the ordinary course of business.

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6.	Definitions.

As used in this Agreement, the following terms have the meanings specified or referred to in this Section 6.

	6.1	“Encumbrances.” Any security interest, mortgage, lien, charge, adverse claim or restriction of any kind, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, other than a restriction on transfer arising under Federal or state securities laws.

	6.2	“Equity Securities.” See Rule 3a11-1 under the Securities Exchange Act of 1934.

	6.3	“Governmental Body.” Any domestic or foreign national, state or municipal or other local government or multi-national body (including, but not limited to, the European Economic Community), any subdivision, agency, commission or authority thereof.

	6.4	“Person.” Any individual, corporation, partnership, joint venture, trust, association, unincorporated organization, other entity, or Governmental Body.

7.	Termination.

7.1

Termination. This Agreement may be terminated only as follows:

		1.	By written agreement of VGR and VGI at any time.

		2.	By VGI, by notice to VGR at any time, if one or more of the conditions specified in Section 3 is not satisfied at the time at which the Closing (as it may be deferred pursuant to Section 2.1) would otherwise occur or if satisfaction of such a condition is or becomes impossible.

		3.	By VGR, by notice to VGI at any time, if one or more of the conditions specified in Section 4 is not satisfied at the time at which the Closing (as it may be deferred pursuant to Section 2.1), would otherwise occur of if satisfaction of such a condition is or becomes impossible.

7.2

Effect of Termination. If this Agreement is terminated pursuant to Section 7.1, this Agreement shall terminate without any liability or further obligation of any Party to another.

8.

Notices. All notices, consents, assignments and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered by hand, (b) sent by telex or facsimile (with receipt confirmed), or (c) received by the delivery service (receipt requested), in each case to the appropriate addresses, telex numbers and facsimile numbers set forth as to the address of each respective Party as recorded on sunbiz.org of the Secretary of State of Florida (or to such other addresses, telex numbers and facsimile numbers as a Party may designate as to itself by notice to the other Parties).

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9.	General Provisions.

		9.1	Expenses. Each Party shall bear its own expenses incident to the preparation, negotiation, execution and delivery of this Agreement and the performance of its obligations hereunder.

		9.2	Headings. The headings in this Agreement are for convenience of reference only and shall not be given any effect in the interpretation of this agreement.

		9.3	No Waiver. The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.

		9.4	Exclusive Agreement; Amendment. This Agreement supersedes all prior agreements among the Parties with respect to its subject matter with respect thereto and cannot be changed or terminated orally.

		9.5	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument.

		9.6	Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns; provided that neither Party may assign its rights hereunder without the consent of the other.

		9.7	No Interpretation Against Drafter. There shall be no rule of interpretation against the drafter in drafting this Agreement. Both Parties acknowledge they have had ample time to review this Agreement, make or negotiate any changes they deem necessary, and have had the opportunity to review this Agreement with their respective attorneys.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and entered into as of the date first above-written.

“VGI”		“VGR”

THE VAPOR GROUP, INC. a Florida corporation		VGR MEDIA, INC. a Florida corporation

By:		By:
	Dror Svorai		Yaniv Nahon
	President		Vice President

“Shareholders”