MISSION VIEJO, Calif., Sept. 26, 2014 (GLOBE NEWSWIRE) -- FITT Highway Products, Inc. (OTCQB:FHWY) (the "Company") announced a Stock Purchase Agreement with Sky Rover Holdings, Ltd., for the purpose of creating a new digital currency business. This business will include a digital currency trading platform and the development of a website linked to large existing platforms benefiting the purchaser of the digital currency. The company, through its wholly owned subsidiary's new management, intends to use its international contacts to developed applications and web interfaces to enhance consumer awareness while providing a digital currency that will benefit from its contacts and unique approach to the rapidly expanding digital currency market.
On September 19, 2014, FITT Highway Products, Inc. (the "Company") entered into a Stock Purchase Agreement (the "Agreement") with Sky Rover Holdings, Ltd., a corporation formed under the laws of the Republic of Seychelles ("Sky Rover"). At the Agreement's closing, which is subject to the satisfaction of various conditions by both parties, the Company must sell and Sky Rover will acquire 30,600,000 shares (the "Shares") of the Company's common stock which must be equal to approximately 80% of the outstanding shares. In consideration of the Shares, Sky Rover will issue 100% of its common stock to the Company and pay to the Company a total of $400,000 as follows: (i) $120,000 within ten business days of the Agreement's execution; (ii) $130,000 on or prior to October 15, 2014; and (iii) $150,000 at the closing. In order to close the transaction contemplated by the Agreement, the Company must, among other things, (i) mitigate its debt such that only specifically agreed upon items remain, (ii) extend the maturity dates of certain promissory notes bearing interest at 8% to 10% from August 1, 2014 to August 1, 2015, (iii) deliver the Shares to Sky Rover, and (iv) have a total of approximately 38,000,000 shares of common stock issued and outstanding.
The transaction contemplated by the Agreement would effectuate a change in control of the Company should it ultimately close. Sky Rover would own approximately 80% of the Company's issued and outstanding common stock.
Sky Rover's management is comprised of business and tech savvy professionals. Lei Pei, the subsidiary's CEO, has a Bachelor's degree in International Economic Law from Nankai University, China and a Master's degree in International Business Law from the University of Manchester, UK. Mr. Pei has been a consultant of Chinese law to global top 10 law firms. In addition to being a senior national financial planner, he is also the founder of Lawyer Factory in Beijing, China. Mr. Pei serves as the Vice Secretary General of the Chinese Enterprises' Legitimate Rights and Interests Protection Professional Committee and the Executive Director of the China Investment Association Internet Center in the National Development and Reform Commission. Bradley Chun, the subsidiary's CTO, holds a Bachelor of Science degree in Computer Science, Finance and Strategic Operations Management from Boston College and a Master of Science degree in Finance from Pace University. Mr. Chun is the CEO, co-founder and partner of several technology development and technology consulting companies. Shunli Warner, the company's Vice President, serves as a liaison between Chinese investors and U.S. businesses.
On September 19, 2014, the Company and Greenome Development Group, Inc. ("Greenome") entered into a Financing Agreement. The Financing Agreement describes a transaction by which the Company will raise up to three million ($3,000,000) dollars through a private offering of debt securities. The Company will use the proceeds of this offering, whatever they may be, to complete a loan to a Greenome subsidiary planning to carry out Greenome's business plan focused on the planting and harvesting of trees in China under a government program aimed at improving air quality. The loan will be evidenced by a promissory note, under which all principal and interest shall be due and payable within twelve months of its effective date. The promissory note shall bear interest at a rate of ten (10%) percent per annum. Repayment of the promissory note will be secured by the assets of Greenome's subsidiary, which is a wholly-owned and organized under the laws of a foreign jurisdiction. The first $150,000 conveyed from the Company to the Greenome subsidiary under the Financing Agreement shall be deemed complete repayment of the advances made by Greenome to the Company under that certain Share Exchange Agreement dated May 6, 2014 between the parties. The Greenome subsidiary will not be required to repay this $150,000 and therefore the principal amount of the promissory note will be reduced accordingly. In addition to setting forth financing terms, the Financing Agreement terminated the Share Exchange Agreement between the Company and Greenome. The termination of the Share Exchange Agreement is described in more detail in Item 2.01 of the Company's Form 8-K also filed on September 23, 2014.
FITT Highway (FITT) has been in the energy shot business since late 2008. The Company currently provides three energy shots to the retail market, which are F.I.T.T. Energy For Life, F.I.T.T. Extreme Energy For Life, and F.I.T.T. RX For Life. Greenome will continue to market the FITT product line under strategic market alliances especially in foreign markets in China and South America.
For further information about the Company visit www.sec.gov.
Information about Forward-Looking Statements
This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for FITT 's products, the introduction of new products, the Company's ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time-to-time in FITT Highway Products' Inc, filings with the United States Securities and Exchange Commission. For a more detailed description of the risk factors and uncertainties affecting FITT Highway Products, Inc please refer to the Company's recent Securities and Exchange Commission filings, which are available at www.sec.gov. FITT Highway Products Inc., undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.