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VAPOR GROUP, INC. FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

September 2, 2014



Section 5.03 - Amendments to Articles of Incorporation

On January 22, 2014, Vapor Group Inc., a Florida corporation (the "Company" or the "Registrant"), entered into that certain Agreement of Merger and Plan of Reorganization", dated January 22, 2014, (the "Merger Agreement"), filed on Form 8-K, January 24, 2014, wherein 750,000,000 shares of restricted common stock were to be issued to the recipient shareholders per the Merger Agreement (the "Shareholders"). As the result of a subsequent agreement by and among the Company and the Shareholders, the 750,000,000 shares have been reduced to 450,000,000 shares of restricted common stock that may be issued, in whole or in part, solely by the conversion, after July 22, 2015 (18 months after the Merger Agreement), of 250,000 shares of Convertible Series B Preferred Stock, which may be converted at the option of each of the Shareholders on a ratio of 1:1,800, in order to equate to a total of 450,000,000 shares of restricted common stock which may be issued.

As a result of the agreement with the Shareholders, on August 28, 2014, the Company announced that its Board of Directors, with the approval of a majority of votes of its shareholders, had approved an amendment to its Articles of Incorporation (the "Amendment"), wherein the total quantity of shares of restricted common stock of the Registrant that can be issued by the conversion of a share of Series B Preferred Stock, shall be 1,800 shares of restricted common stock.

The Amendment has been submitted to the Florida Secretary of State and shall be effective as of the date it is accepted and file-stamped by the State of Florida.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibits: Exh. No. Date Document 5.03 August 28, 2014 Amendment to Articles of Inc. 2



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Source: Edgar Glimpses


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