http://www.dailymarkets.com/stock/2011/09/01/...james-denverson-corp/
Smokefree Innotec Enters Into Letter Of Intent To Sell Belgium Subsidiary To James Denverson Corp.
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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
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www.smokefree-innotec.com
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