LAS VEGAS, Sept. 1, 2011 /PRNewswire/ -- George Roth, President of Smokefree Innotec,
Inc. (OTC Pink: SFIO), announced today, "The Company has fully
executed a Letter of Intent (LOI) to enter into a definitive
agreement with James Denverson Corp., a Nevada corporation ("Denverson"), by which
Smokefree will transfer its 80% ownership and control of SMOKEFREE
INNOTEC, Bvba ("Smokefree Bvba"), its Belgium subsidiary corporation, to James
Denverson Corp., 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 parties contemplate that the definitive agreement will
provide consideration in excess of $1,000,000 in the form of cash and notes
convertible to Denverson shares, plus ongoing royalties.
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.
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Contact:
Smokefree Innotec, Inc.
George Roth - CEO
info@smokefree-innotec.com
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.
SOURCE Smokefree Innotec, Inc.