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
editor@glxinc.com | www.glxinc.com
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.