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VALOR GOLD CORP. FILES (8-K) Disclosing Change in Directors or Principal Officers, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

January 29, 2014

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers The Share Exchange On January 24, 2014 , the Company entered into a Share Exchange Agreement (the "Exchange Agreement") with Vaporin Florida, Inc. , a Florida corporation ("Vaporin Florida"), and the stockholders and debt holders of Vaporin Florida. Upon closing of the transaction contemplated under the Exchange Agreement (the "Share Exchange"), on January 24, 2014 , the holders of Vaporin Florida's outstanding common stock (the "Vaporin Florida Stockholders") transferred all of the issued and outstanding common stock of Vaporin Florida to the Company in exchange for an aggregate of 35 million shares of the Company's common stock. As a result, Vaporin Florida became a wholly-owned subsidiary of the Company. Additionally, the holders of all of Vaporin Florida's issued and outstanding Series A Preferred Stock (the "Vaporin Florida Preferred Stockholders") and the holders of outstanding notes of Vaporin Florida in the aggregate principal amount of $285,710.43 (the "Vaporin Florida Notes") exchanged all of the outstanding shares of Vaporin Florida's Series A Preferred Stock and converted the Vaporin Florida Notes into an aggregate of One Hundred Thousand (100,000) shares of the Company's Series C Convertible Preferred Stock, each of which is convertible into One Thousand (1,000) shares of the Company's common stock (the "Series C Preferred Stock"). Each share of Series C Preferred Stock has a stated value of $0.0001 . The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company is prohibited from effecting the conversion of the Series C Preferred Stock to the extent that, as a result of such conversion, the holder beneficially owns more than 9.99%, in the aggregate, of the issued and outstanding shares of the Company's common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series C Preferred Stock. Pursuant to the Share Exchange: ? At the closing of the Share Exchange, all of the outstanding common stock of Vaporin Florida issued and outstanding immediately prior to the closing of the Share Exchange was exchanged for the right to receive an aggregate of 35 million shares of the Company's common stock (the "Share Exchange Common Shares") and (x) all of Vaporin Florida's issued and outstanding Series A Preferred Stock were exchanged for and (y) $285,710.43 in principal amount of Vaporin Florida Notes were cancelled in exchange for the issuance of an aggregate of 100,000 shares of Series C Preferred Stock to the Vaporin Florida Preferred Stockholders and holders of the Vaporin Florida Notes. ? Upon the closing of the Share Exchange, David Rector resigned as Chief Executive Officer and Scott Frohman was appointed Chief Executive Officer, Greg Brauser was appointed as Chief Operating Officer and David Rector was appointed Vice President of Finance and Administration and Secretary of the Company. David Rector also resigned from all positions with the Company on January 28, 2014 . On January 28, 2014 , Scott Frohman was appointed to the Company's Board of Directors. ? Following the closing of the Share Exchange, the Company consummated a private placement of its common stock (or, at the election of any investor who would as a result of purchase of common stock become a beneficial owner of 5% or greater of the outstanding shares of common stock of the Company, one share of the Company's Series B Convertible Preferred Stock (the "Series B Preferred Stock")), at a purchase price of $0.10 per share, with gross proceeds to the Company of approximately $1,025,000 . -1- -------------------------------------------------------------------------------- At the closing of the Share Exchange, the Company sold an aggregate of 5,250,000 shares of common stock and 5,000,000 shares of Series B Preferred Stock in a private placement (the "Private Placement") of its securities to certain investors (the "Investors") at a purchase price of $0.10 per share pursuant to subscription agreements (the "Subscription Agreements"). The shares of common stock and the shares of Series B Preferred Stock issued in the Private Placement are subject to a "Most Favored Nations" provision for a period of 12 months from the closing of the Private Placement in the event the Company issues securities at a price of less than $0.10 per share of common stock, subject to certain customary exceptions. Additionally, the shares of common stock and Series B Preferred Stock issued in the Private Placement are subject to "piggy-back" registration rights for a period of twelve (12) months from the closing of the Private Placement. Each share of Series B Preferred Stock is convertible into one (1) share of common stock and has a stated value of $0.0001 . The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company is prohibited from effecting the conversion of the Series B Preferred Stock to the extent that, as a result of such conversion, the holder beneficially owns more than 9.99%, in the aggregate, of the issued and outstanding shares of the Company's common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series B Preferred Stock. In connection with the Private Placement, the Company paid a placement agent fee to a registered broker dealer in the amount of $30,750 . The foregoing description of the Share Exchange, the Series C Preferred Stock, the Private Placement, the Series B Preferred Stock, the Subscription Agreements and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the Exchange Agreement, Certificate of Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, the Form of Subscription Agreement and the Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock which are filed as Exhibits 10.1, 3.2, 10.2 and 3.1, respectively hereto, and which are incorporated herein by reference. Following (i) the closing of the Share Exchange and (ii) the closing of the Private Placement, there were approximately 134,412,502 shares of common stock issued and outstanding; 3,000,000 shares of Series A Preferred Stock outstanding, 5,000,000 shares of Series B Preferred Stock outstanding and 100,000 shares of Series C Preferred Stock outstanding. The Share Exchange Common Shares and the shares of Series C Preferred Stock issued in the Share Exchange and the shares of common stock and Series B Preferred Stock issued to investors in the Private Placement were not registered under the Securities Act, and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 promulgated thereunder. Certificates representing these shares will contain a legend stating the restrictions applicable to such shares. Changes to the Board of Directors and Executive Officers. On January 24, 2014 , effective upon the closing of the Share Exchange, David Rector resigned as our Chief Executive Officer and was appointed Vice President of Finance and Administration and Secretary of the Company. Pursuant to the terms of the Exchange Agreement, Scott Frohman was appointed as our Chief Executive Officer and Greg Brauser was appointed as our Chief Operating Officer. David Rector resigned from all positions he holds with the Company on January 28, 2014 . On January 28, 2014 , Scott Frohman was appointed to the Company's Board of Directors. Scott Frohman , 46, is the Chief Executive Officer of Vaporin Florida, Inc. , which he founded in 2013. From 1998 to 2012, Mr. Frohman served as the Chief Executive Officer of Options Media Group Holdings where he was responsible for operations, finance, management and sales. Mr. Frohman also served as Chief Executive Officer of National Lead Services (NLS), Inc. from 1996-1999, which was acquired by Seisint, Inc. In addition, Frohman was a consultant for Verid Identification from 2003-2004. Mr. Frohman co­founded and served as the Chief Executive Officer of Health Benefits Direct insurance agency (HBDT). Mr. Frohman has served as director and member of the audit committee of Usell, Inc (USEL). Mr. Frohman received his B.S. in Finance from Rider College . Gregory Brauser , 29, founded Direct Source China ("Direct Source") in 2009, a U.S. owned sourcing company headquartered in Shanghai, China and Ft. Lauderdale, Florida , that assists mid-size U.S. businesses with their direct manufacturing overseas. Since 2009, Mr. Brauser has been the Chief Executive Officer of Direct Source. Since 2010, Mr. Brauser has served as Vice Chairman and director of Dog-E-Glow, Inc. , a manufacturer and distributer of LED lighted dog collars and leashes, which he formed. -2- -------------------------------------------------------------------------------- . . . Item 3.02 Unregistered Sales of Equity Securities . The information set forth in Item 2.01 is incorporated by reference herein. The transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) and Rule 506 thereunder, thereof, as a transaction by an issuer not involving a public offering. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 2.01 and 3.02 is incorporated by reference herein. On January 24, 2014 we filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock authorizing the issuance of up to 5,000,000 shares of Series B Preferred Stock. On January 24 , 2014we filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock authorizing the issuance of up to 100,000 shares of Series C Preferred Stock. -14- -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits (d) Exhibits. The following is filed as an Exhibit to this Current Report on Form 8-K. Exhibit No. Description Certificate of Designations of Preferences, Rights and Limitations of 3.1 Series B Convertible Preferred Stock, filed with the Secretary of State of Delaware on January 24, 2014 Certificate of Designations of Preferences, Rights and Limitations of 3.2 Series C Convertible Preferred Stock, filed with the Secretary of State of Delaware on January 24, 2014 10.1 Form of Securities Exchange Agreement 10.2 Form of Subscription Agreement -15- --------------------------------------------------------------------------------


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