Asset Purchase to be Allocated into New Subsidiary to Finalize Development of Simple Cork™, and Initiative Go-To-Market Strategy
First Intercontinental Technology, Inc., formerly Rich Cigars, Inc. (OTC Pink: RCGR), (the “Company” or “RCGR”), announced today that effective January 31, 2018, it had completed a purchase of the intellectual property assets of Simple Cork, Inc., a Florida corporation, and wholly-owned subsidiary of Vapor Group, Inc. (OTC Pink: VPOR) (the “Asset Purchase”). As a result, the Company assumes the development of ‘Simple Cork™’ a new, multi-nationally patented combination wine bottle cork/opener http://www.simplecork.com which represents a faster and easier way to get a cork out of a bottle of wine without the use of a corkscrew. (The “Purchase”) The Company is forming a subsidiary specifically to hold the assets purchased and to develop the Simple Cork™.
Prior to the closing of the Asset Purchase, which includes the French patent awarded in 2017 and patents pending in eight other countries including the United States, the Company on November 29, 2017 had obtained a copy of an independent CPA appraisal using the ‘relief-from-royalty method’ of the estimated ‘fair value’ of the intellectual property (“IP”) once in market. (The “Appraisal”) The valuation used in the Appraisal was performed in conformity with the ‘Statement of Standards for Valuation Services No. 1’ of the American Institute of Certified Public Accountants (“AICPA”). The standard of value used was ‘fair value’, which per the Financial Accounting Standards Boards (“FASB”) is defined as ‘the price that would be received to sell as asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date’. AICPA also finds the definition of ‘fair market value’ in Revenue Ruling 59-60 consistent with the definition of ‘fair value’ as defined by FASB.
As of the date of the Appraisal, the IP of Simple Cork, Inc. was estimated to have a ‘fair value’ of $12,440,000 (U.S.) subject to the Company’s execution of its business plan for Simple Cork™.
As a fully-reporting SEC company, the Company is issuing an 8-K on the Asset Purchase which will be available on Edgar (the “8-K”). The 8-K will contain additional information pertaining to the Appraisal and the Asset Purchase, including, but not limited to, its following terms and conditions:
1. Within ninety (90) days of closing or by May 1st, the Company shall file with the SEC on a form S-1, a registration statement for newly-issued shares of its common stock wherein the shares will be distributed to the shareholders of common stock of Vapor Group after the registration statement becomes effective. Said registered shares will be issued based on the quantity of shares of common stock of Vapor Group held by each of its shareholder as of December 29, 2017 (the “shareholder of record date”).
2. The ratio of the quantity of shares to be registered and issued to the shareholders of Vapor Group is 1 share of the Company’s common stock for every 5,000 shares of the Vapor Group common stock held by a Vapor Group shareholder as of the “shareholder of record date”. Fractional shares under the distribution will be rounded up to the next share.
3. The Holder of the Series A Preferred Stock of Vapor Group will not receive any shares of any class of the Company.
4. Holders of Series B Preferred Stock will receive 1 share of the Company’s Series B Preferred Stock for every 1 share of Series B Preferred Stock held in Vapor Group, Inc., with fractional shares rounded up to the next share.
5. The Company assumes an aggregate total of not less than $2 Million of Vapor Group’s existing convertible debt owed to several debtholders as well as all trade and long term debt owed by Simple Cork, Inc. Of this amount, several of Vapor Group’s debtholders have agreed to enter into individual Exchange Agreements wherein a significant portion of their debt is to be exchanged for Series C Preferred Stock of the Company such that the impact on the Company of the debt assumed from Vapor Group will be significantly reduced.
Richard Davis, current President, stated, “Overall, the addition of this IP and our commitment to develop Simple Cork™ is yet another game changer for us. Worldwide, on average, about 36 billion bottles of wine are bought and sold each year. The key geo-markets on which we are focused represent approximately 30 billion of these bottles.”
He added, “We have developed a comprehensive go-to-market business plan to be executed over 36 months from market entry which is projected for later this year. We believe once launched Simple Cork™, as a separate initiative from our cryptomining business, will have a significant positive impact on shareholder value .”
About First Intercontinental Technology, Inc.
The Company was original formed as Rich Cigars, Inc. a Florida corporation, in order to distribute, brand and market tobacco products. As a result of the November 2017 change of control and corporate reorganization, the Company has been renamed “First Intercontinental Technology, Inc.” and become a holding company for new subsidiary operations.
First Intercontinental Technology, Inc. is forming subsidiaries to invest in (1) the development and multinational marketing of the proprietary patent-protected Simple Cork™, and (2) the development of a unique cryptocurrency mining business for Bitcoin and other cryptocurrencies which will operate on a 24/7 basis.
Safe Harbor Statement:
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Such statements include any that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate”, “project”, “intend”, “forecast”, “anticipate”, “plan”, “planning”, “expect”, “believe”, “likely”, “should”, “could”, “would”, “may” or similar words or expressions. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company’s actual results and financial position to differ materially from those in such statements, which involve risks and uncertainties, including those relating to the Company’s ability to grow. Actual results may differ materially from those predicted and any reported should not be considered an indication of future performance. Potential risks and uncertainties include the Company’s operating history and resources, economic, competitive, and equity market conditions.
First Intercontinental Technology, Inc.