UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A
 Amendment No. 1


(Mark One)


þ
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended March 31, 2014





or





o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from ______________to _______________.





Commission File Number: 000-52745





Victory Electronic Cigarettes Corporation


(Exact name of registrant as specified in its charter)





Nevada

98-0534859(State or other jurisdiction of incorporation or

organization)

(I.R.S. Employer Identification No.)





1135 Apple Drive


Nunica, Michigan 49448


(Address of principal executive offices) (Zip Code)





(616) 384-3272


(Registrant’s telephone number, including area code)





n/a


(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þNo o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þNo o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer o
Accelerated filer oNon-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company þ





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ





The number of shares of the Registrant’s common stock outstanding as of May 19, 2014 is 74,487,474.


















EXPLANATORY NOTE
 Victory Electronic Cigarettes Corporation (the “Company” or “we”) is filing this Amendment No. 1 (the “Amendment”) to our quarterly report on Form 10-Q for the quarter ended March 31, 2014 (the “Original 10-Q”) to incorporate changes to the Original 10-Q in response to comments received from the Securities and Exchange Commission (the “Commission”) as a result of the Commission’s review of the Original 10-Q.  Only Item 1 and Item 2 of Part I have been amended and restated in this Amendment, though with regard to Item 1, the only changes that have been made are to clarify Notes 3, 5, 6, 7 and 8 of our notes to the financial statements.
  Unless otherwise disclosed herein, the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the filing of the Original 10-Q, or to modify or update those disclosures affected by subsequent events unless otherwise indicated in this Amendment. This Amendment should be read in conjunction with the Original 10-Q and the Company’s filings made with the Commission subsequent to the Original 10-Q, including any amendments to those filings.








VICTORY ELECTRONIC CIGARETTES CORPORATION


QUARTERLY REPORT ON FORM 10-Q


For the quarter ended March 31, 2014





Page

NumberPART I: FINANCIAL INFORMATIONItem 1. Financial Statements
1Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
16PART II. OTHER INFORMATIONItem 6. Exhibits
26SIGNATURES
27








i





PART I – FINANCIAL INFORMATION





Item 1. Financial Statements


VICTORY ELECTRONIC CIGARETTES CORPORATION


CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE QUARTER ENDED MARCH 31, 2014


Index to Consolidated Financial Statements





Unaudited Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013

2Unaudited Consolidated Statements of Operations and Comprehensive Income for the three months ended March  31, 2014 and 2013

3Unaudited Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March  31, 2014 and 2013

4Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013

5Notes to Consolidated Financial Statements

6










1


VICTORY ELECTRONIC CIGARETTES CORPORATION
 Consolidated Balance Sheets
  UnauditedMarch 31,


December 31,2014


2013AssetsCurrent assets:Cash

$
4,072,444


$
2,081,963Accounts receivable


4,650,114



112,921Inventory


16,599,821



340,636Prepaid expenses


1,433,987



42,704Other current assets


110,706



6,750Total current assets


26,867,072



2,584,974Deferred financing costs


1,739,885



-Intangible assets


77,542,232



-Goodwill


101,999,227



-Property and equipment, net


1,331,273



27,376Total assets

$
209,479,689


$
2,612,350Liabilities and Stockholders' Equity (Deficit)Current liabilities:Accounts payable and accrued expenses

$
6,099,446


$
306,200Convertible promissory notes


-



650,000Private placement funds received in advance


-



1,100,000Due to related party


-



448,166Notes payable


30,238,122



-Other liabilities


108,815



20,000Total current liabilities


36,446,383



2,524,366Warrant liability


94,859,540



16,600,500Derivative liability


21,709,350



-Total liabilities

$
153,015,273


$
19,124,866Stockholders' equity (deficit)Common stock, $.001 par value; 300,000,000 and100,000,000 shares authorized, 71,299,899 and53,394,000 shares issued and outstanding atMarch 31, 2014 and December 31, 2013, respectively


71,300



53,394Additional paid-in capital


162,788,478



4,727,138Accumulated other comprehensive income


1,309,146



-Accumulated deficit


(107,704,508
)


(21,293,048
)Total stockholders' equity (deficit)


56,464,416



(16,512,516
)Total liabilities and stockholders' equity (deficit)

$
209,479,689


$
2,612,350








2


VICTORY ELECTRONIC CIGARETTES CORPORATION
 Unaudited Consolidated Statements of Operations and Comprehensive Income
  Three MonthsEnded March 31,2014


2013RevenuesInternet sales

$
282,219


$
531,290Retail and wholesale revenues


3,856,321



390,029Total revenues


4,138,540



921,319Cost of Goods Sold


2,781,667



400,372Gross profit


1,356,873



520,947Operating expensesAdvisory agreement warrants

$
50,164,350


$
-Distribution, marketing and advertising


1,106,535



330,240Selling, general and administrative


6,279,372



408,822Total operating expenses


57,550,257



739,062Loss from operations

$
(56,193,384
)

$
(218,115
)Other expenseFair value in excess of proceeds


29,215,500



-Interest expense, net


1,002,576



34,311Loss before income taxes


(86,411,460
)


(252,426
)Income tax provision


-



-Net loss

$
(86,411,460
)

$
(252,426
)Other comprehensive income


1,309,146



-Comprehensive loss

$
(85,102,314
)

$
(252,426
)Net loss per common share:Basic

$
(1.36
)

$
(0.01
)Diluted

$
(1.36
)

$
(0.01
)Weighted average number of shares outstandingBasic


63,595,532



32,500,000Diluted


63,595,532



32,500,000







3
  VICTORY ELECTRONIC CIGARETTES CORPORATION
 Unaudited Consolidated Statement of Stockholders' Equity (Deficit)
  Accumulated


TotalCommon stock





Additional


Accumulated


other comprehensive


stockholders'Shares


Amount


paid-in capital


deficit


income


equity (deficit )Balance at December 31, 2013


53,394,000


$
53,394


$
4,727,138


$
(21,293,048
)

$
-


$
(16,512,516
)Issuance of common shares related to

Vapestick acquisition


6,595,900



6,596



48,967,962



-



-



48,974,558Issuance of common shares related to

FIN acquisition


10,000,000



10,000



108,590,000



-



-



108,600,000Stock based compensation


-



-



44,688



-



-



44,688Conversion of debt


800,000



800



199,200



-



-



200,000Exercise of stock options


500,000



500



124,500



-



-



125,000Purchase of trademark


9,999



10



134,990



-



-



135,000Net loss


-



-



-



(86,411,460
)


-



(86,411,460
)Foreign currency translation


-



-



-



-



1,309,146



1,309,146Balance at March 31, 2014


71,299,899


$
71,300


$
162,788,478


$
(107,704,508
)

$
1,309,146


$
56,464,416
 
 See accompanying notes to consolidated financial statements.
 4
 VICTORY ELECTRONIC CIGARETTES CORPORATION
 Unaudited Consolidated Statements of Cash Flows
 Three MonthsEnded March 31,2014


2013Cash flows from operating activities:Net loss

$
(86,411,460
)

$
(252,426
)Adjustments to reconcile net loss tonet cash (used in) operating activities:Depreciation expense


1,234,372



-Stock based compensation


44,688



-Warrant liability


76,651,843



-Changes in operating assets and liabilities:Accounts receivable


(2,589,093
)


42,338Inventory


2,027,270



27,915Prepaid inventory


-



(147,898
)Other prepaid expenses, deposit, advances


(295,349
)


887Deposit


-



(100,000
)Employee advances


-



(15,000
)Other current assets


(103,956
)


-Accounts payable and accrued expenses


3,084,316



(3,863
)Deferred revenue


-



(17,699
)Other liabilities


(73,224
)


-Net cash (used in) operating activities


(6,540,649
)


(465,746
)Cash flows from investing activities:Purchases of property and equipment


(21,206
)


(7,844
)Acquisition of businesses, net of cash acquired


(15,490,289
)


-Net cash (used in) investing activities


(15,511,495
)


(7,844
)Cash flows from financing activities:Proceeds from exercised stock options


125,000



-Due to related party


(448,166
)


453,311Revolving line of credit, net


(85,825
)


179,359Payments on convertible notes


(450,000
)


-Proceeds from issuance of debt


26,275,000



-Debt financing costs


(2,043,965
)


-Net cash provided by financing activities


23,326,467



632,670Effect of exchange rate changes on cash


716,158



-Net change in cash


1,990,481



159,080Cash at beginning of the period


2,081,963



17,438Cash at end of the period

$
4,072,444


$
176,518
  Supplementary Cash Flow InformationCash paid for interest

$
519,122


$
-Disclosure of Non-Cash TransactionsShares issued for trademark

$
135,000


$
-Conversion of convertible promissory notes

$
200,000


$
-
 
 See accompanying notes to consolidated financial statements.
 5
  VICTORY ELECTRONIC CIGARETTES CORPORATION


NOTES TO THE FINANCIAL STATEMENTS
 FOR THE QUARTER ENDED MARCH 31, 2014
 (unaudited)





1.           BASIS OF PRESENTATION





The accompanying condensed consolidated balance sheet of Victory Electronic Cigarettes Corporation and its consolidated subsidiaries, (“Victory” or the “Company”) as of December 31, 2013, which was derived from the Company’s audited financial statements as of December 31, 2013 and our accompanying unaudited condensed consolidated financial statements as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Our operations consist of one reportable segment. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”). Our financial condition as of, and operating results for the three-month period ended, March 31, 2014 are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2014.





On January 9, 2014, the Company completed the acquisition of all of the issued and outstanding ordinary shares of Vapestick Holdings Limited (“Vapestick”) a company incorporated under the laws of England and Wales, pursuant to a share exchange agreement for an aggregate cash payment of £3,500,000 (approximately $5.8 million) and the issuance of 6,595,900 shares of our common stock.  The results of Vapestick’s operations have been included in our consolidated statements of operations and comprehensive income from the date of acquisition.   See Note 3.





On February 28, 2014, the Company completed the acquisition of FIN Electronic Cigarette Corporation, Inc. (“FIN”), a Delaware corporation, for 10,000,000 shares of common stock, an aggregate cash payment of $10 million and $15 million of promissory notes that become due 90 days from the date of issuance, on May 29, 2014, and accrue interest at a rate of 10% per annum. We may prepay the promissory notes without penalty. If we fail to pay off the promissory notes in full by June 9, 2014, for every subsequent day the promissory notes are not paid in full, we will issue up to 12,500 shares of Common Stock per day, dependent on the outstanding principal amount at that time, but no more than a total of 500,000 shares of Common Stock, to the note holders as a penalty payment. The results of FIN’s operations have been included in our consolidated statement of operations from the date of acquisition.  See Notes 3 and 5.





2.           SIGNIFICANT ACCOUNTING POLICIES





Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements.  Actual results could differ from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include the allowance for doubtful accounts, the reserve for excess and obsolete inventory, stock-based compensation, assumptions used to determine the fair value of warrant liabilities and embedded derivatives as well as the recoverability of the Company’s net deferred tax assets.





Goodwill


Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. We review goodwill for impairment at the reporting unit level annually as of November 1 or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, and if necessary, a two-step goodwill impairment test. Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the two-step goodwill impairment test. We may elect to bypass the qualitative assessment and proceed directly to step one, for any reporting unit, in any period. We can resume the qualitative assessment for any reporting unit in any subsequent period. When performing the two-step goodwill impairment test, the fair value of the reporting unit is determined and compared to the carrying value of the net assets allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value.




Financial Instruments
 The carrying amounts of cash, accounts receivable, and accounts payable approximate fair value as of March 31, 2014 and December 31, 2013, because of the relatively short maturities of these instruments. The estimated fair values for financial instruments presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair values. The carrying values of the Company’s promissory notes approximate fair value because the underlying instruments are fixed-rate notes based on current market rates and current maturities.
  Embedded Derivatives
 The Company occasionally issues a financial instrument such as debt in which a derivative instrument is “embedded.” Upon issuing the financial instrument, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value, with changes in fair value recorded in the income statement.


6





Intangible Assets


In connection with our acquisitions, we have acquired certain intangible assets to which value has been assigned based on our estimates. Intangible assets that are deemed to have an indefinite life are not amortized, but are subject to an annual impairment test, or when events or circumstances dictate, more frequently. The indefinite-life intangible asset impairment test consists of a comparison of the fair value of the indefinite-life intangible asset with its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the fair value exceeds its carrying amount, the indefinite-life intangible asset is not considered impaired.





Other intangible assets assigned finite useful lives are amortized on a straight-line basis over their estimated useful lives.





Foreign Currency Translation


We translate assets and liabilities of our foreign subsidiaries whose functional currency is the local currency, at exchange rates in effect at the balance sheet date. We translate revenues and expenses at weighted-average exchange rates for the period. Equity is translated at historical rates and the resulting foreign currency translation adjustments are included as a component of Accumulated other comprehensive income (loss), which is reflected as a separate component of Stockholders’ deficit.





Concentration of Credit Risk


The Company supplies products and services and extends credit where permitted by law.  Due to its acquisitions, the majority of the Company’s sales are to large retail chains and distributors servicing convenience stores.  The Company also generated $1,242,425 of foreign sales, during the three months ended March 31, 2014. As of March 31, 2014, receivables from two customers represented 87% of accounts receivable.





Accounts Receivable


Accounts receivable are primarily from retail and wholesale customers or third-party internet brokers. Management reviews accounts receivable on a monthly basis to determine if any receivables are potentially uncollectible. An allowance for doubtful accounts is determined based on a combination of historical experience, length of time outstanding, customer credit worthiness, and current economic trends.   As of December 31, 2013, the Company expects the amount of any potentially uncollectible receivables to be insignificant; therefore, no allowance for doubtful accounts has been determined necessary by management.  As of March 31, 2014, the Company has recorded an allowance for doubtful accounts of $243,305.





Inventory


Inventory, which consists of ready for sale disposable and rechargeable e-cigarettes, batteries, cartomizers and other accessories, is carried at the lower of cost or fair market value. Cost is determined using the first-in, first-out method. Historical inventory usage and current revenue trends are considered in estimating both excess and obsolete inventories. As of March 31, 2014, the Company has recorded a reserve for its estimate of excess and obsolete inventory of $315,000.
 
 Deferred Financing Costs


The Company capitalizes costs related to the issuance of debt which are included on the accompanying consolidated balance sheet. Deferred financing costs are amortized on a method that approximates the interest method over the life of the related loan and are include as a component of interest expense on the accompanying consolidated statements of operations and comprehensive income.





Reclassifications


Certain  reclassifications  have  been  made  to  the  prior  year  balances  in  order  to  conform  to  the  current  year presentation.   These reclassifications had no impact on working capital, net income, stockholders’ deficit or cash flows as previously reported.





Recent accounting pronouncements


In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU clarifies guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We adopted this ASU effective January 1, 2014. The adoption did not have a material change in our financial statement presentation.





3.           ACQUISITION COSTS





Vapestick Holdings Limited


The assets and liabilities of Vapestick shown below are based on preliminary estimates of their acquisition date fair values. The following is the Company’s assignment of the aggregate consideration:






7
 
 
 Fair Value of Consideration Transferred




Cash

$
5,804,240Issuance of shares of common stock


48,974,558$
54,778,798Assets Acquired and Liabilities AssumedCash

$
136,165Accounts receivable


212,331Inventory


234,656Prepaid inventory


100,548Furniture and equipment


47,772Tradename


4,098,000Customer Relationships


6,591,000Accounts payable and accrued expenses


(221,210
)Revolving line of credit


(330,322
)Long-term debt


(45,577
)Other liabilitities


(72,994
)Total identifiable net assets


10,750,369Goodwill


44,028,429Total fair value of consideration

$
54,778,798




FIN Electronic Cigarette Corporation, Inc.


On February 28, 2014, the Company completed its acquisition of FIN.





The assets and liabilities of FIN shown below are based on preliminary estimates of their acquisition date fair values. The following is the Company’s assignment of the aggregate consideration:




Estimated Fair Value of Consideration TransferredCash

$
10,000,000Issuance of shares of common stock


108,600,000Short term promissory note


15,000,000$
133,600,000Assets Acquired and Liabilities AssumedCash

$
177,786Accounts receivable


1,730,151Inventory


18,045,580Prepaids and other current assets


990,289Furniture and equipment


1,230,774Tradename


20,375,000Customer Relationships


47,280,000Accounts payable and accrued expenses


(2,484,203
)Other liabilitities


(11,134,042
)Total identifiable net assets


76,211,335Goodwill


57,388,665Total fair value of consideration

$
133,600,000




If the FIN Registration Statement is not filed by the Filing Date or declared effective by the Required Effective Date, the Company is required to pay partial liquidated damages to the FIN Shareholders in cash in the amount equal to $2,170,000, 2% of the value of the Merger Shares on the Closing Date, which was $108,600,000, for each 30-day period for which the Company is non-compliant.




The acquisition date amounts for Vapestick and FIN are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The customer relationships are being amortized over an estimated useful life of 5 to 10 years.  Tradenames are being amortized over an estimated useful life of 15 years. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, as well as expected future synergies. We expect that goodwill will not be deductible for tax purposes.




8


The allocation of the purchase price for our acquisitions of Vapestick and FIN is considered preliminary as the Company is in the process of finalizing the purchase price allocation amounts received from its third party valuation specialist given the proximity of these acquisitions to March 31, 2014.  With regard to Vapestick, the Company is completing the evaluation of opening balance sheet tax amounts.  With regard to FIN, the Company is completing the evaluation of opening balance sheet identifiable intangibles and tax amounts.


The Company’s consolidated results of operations for the three months ended March 31, 2014 include the results of Vapestick and FIN since January 9, 2014 and February 28, 2014, respectively. The following table sets forth the unaudited pro forma results of operations assuming that the acquisitions occurred on January 1, 2013:




Unaudited Pro Forma InformationThree Months EndedMarch 31,

2014


March 31,

2013Revenue


5,829,094



18,796,309Income (loss) from operations


(59,702,513
)


(368,966
)




4.           2014 PRIVATE PLACEMENTS





On January 7, 2014, January 14, 2014, and January 31, 2014, we completed a “best efforts” private offering of $11,325,000 aggregate principal amount of 15% Senior Secured Convertible Promissory Notes (the “January Private Placement”) and warrants to purchase shares of common stock at an exercise price of $5.00 per share, for total net proceeds to the Company of approximately $10,506,000 after deducting placement agent fees and other expenses.





On February 28, 2014, we completed another “best efforts” private offering of $16,050,000 aggregate principal amount of 15% notes (the “February Private Placement”) and warrants for total net proceeds to the Company of approximately $14,919,000 after deducting placement agent fees and other expenses.  Together the January Private Placement and the February Private Placement are referred to herein as the 2014 Private Placements.





The 2014 Private Placements are due on the first anniversary of their respective issuance dates if not converted prior to the maturity date and accrue interest at a rate of 15% on the aggregate unconverted and outstanding principal amount, payable in cash on a quarterly basis. The shares of common stock issuable upon conversion of the 15% Notes shall equal: (i) the principal amount of the note divided by (ii) $5.00 (the “Conversion Price”). The Conversion Price for the 15% Notes is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Additionally, the conversion price of the Notes will be adjusted should the Company issue any equity or convertible debt at a purchase price that is less than the current exercise price, with certain exceptions as further described in the Notes. The 15% Notes may be prepaid in cash, in whole or in part, at any time for 115% of the outstanding principal and accrued interest.


The 2014 Private Placements also contain mandatory default and prepayment provisions. The mandatory default amount represents the greater of the (i) as converted value of the note plus accrued interest or (ii) 115% of the outstanding principal and 100% of accrued interest, plus a make-whole amount, which represents interest for the remaining term of the note.  The prepayment provision allows the Company to prepay any portion of the outstanding principal amount of the note.
 
 Derivatives


Three embedded features that required bifurcation and separate accounting were identified in the 2014 Private Placements and the Company determined these should be bundled together as a single, compound embedded derivative, bifurcated from the host contract, and accounted for at fair value, with changes in fair value being recorded in the consolidated statements of operations and comprehensive income. The three embedded derivatives contained in the 2014 Private Placements were the conversion option, the mandatory default amount and the prepayment clause.  The three embedded features were evaluated together as a single compound derivative to determine the fair value of the derivative.  As of March 31, 2014, the fair value of the embedded derivatives was determined to be $21,709,350.





Warrants


The Warrants issued in the 2014 Private Placements are exercisable for an aggregate of 5,475,000 shares of the Company’s common stock. The Warrants are exercisable for a period of five years from their respective issue dates. The exercise price with respect to the Warrants is $5.00 per share. The exercise price and the amount of warrant shares for the Warrants are subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Additionally, the exercise price of the Warrants will be adjusted should the Company issue any equity or convertible debt at a purchase price that is less than the current exercise price, with certain exceptions as further described in the Warrant; accordingly, these warrants are considered liabilities and will be recorded at fair value each reporting period with adjustments reflected in the consolidated statements of operations and comprehensive income.





The proceeds for the 2014 Private Placements were allocated at issuance based upon the fair value of the warrants and the embedded derivatives as follows:




January


February


TotalProceeds

$
11,325,000


$
16,050,000


$
27,375,000Fair value of warrants


(8,871,000
)


(22,116,900
)

$
(30,987,900Fair value of conversion feature


(6,342,600
)


(19,260,000
)

$
(25,602,600
)Convertible promissory notes


-



-



-Fair value amounts in excess of proceeds

$
(3,888,600
)

$
(25,326,900
)

$
(29,215,500
)




9




The fair value in excess of proceeds has been recognized in the statements of operations and comprehensive income.





Registration Rights Agreement


In connection with the 2014 Private Placements, we entered into a registration rights agreement pursuant to which we agreed to register all of the shares of our common stock underlying the 2014 Private Placements on a Form S-1 registration statement. As collateral security for all of the Company’s obligations under the 2014 Private Placements, the Company granted the Purchasers a first priority security interest in all of the Company’s assets.  See Note 7.




Security Agreement
 As collateral security for all of the Company’s obligations under the 2014 Private Placements, the Company granted the Purchasers a first priority security interest in all of the Company’s assets.  See Note 7.


5.           DEBT





As of March 31, 2014 and December 31, 2013, debt is as follows:






March 31,

2014


December 31,

2013Short-term debt:January Private Placements

$
2,477,500


$
-February Private Placements


1,382,083



-Convertible Promissory Notes


-



650,000Notes Payable


11,378,539



-Promissory Notes


15,000,000



-Total short-term debt

$
30,238,122


$
650,000




The January and February 2014 Private Placements


As discussed in Note 4, the 2014 Private Placements are due on the first anniversary of their respective issuance dates if not converted prior to the maturity date and accrue interest at a rate of 15% on the aggregate unconverted and outstanding principal amount, payable in cash on a quarterly basis.  Accrued and unpaid interest as of March 31, 2014 was $342,187.  The carrying value of the 2014 Private Placements represents the accreted value from the date of issuance to March 31, 2014 given the full allocation of the proceeds to the fair value of the warrants issued and the fair value of the embedded derivatives.





Promissory Notes


The Promissory Notes, issued in connection with the FIN acquisition, are due on May 29, 2014 and accrue interest at a rate of 10% per annum. Accrued and unpaid interest as of March 31, 2014 was approximately $125,000. If we fail to pay off the Promissory Notes in full by June 9, 2014, for every subsequent day the Promissory Notes are not paid in full, we will issue up to 12,500 shares of common stock per day, dependent on the outstanding principal amount at that time, but no more than a total of 500,000 shares of common stock.


Notes Payable


In conjunction with the FIN acquisition, the Company assumed a credit agreement expiring on December 31, 2015 which provides for a revolving credit and/or letter of credit commitment in the maximum combined amount of $20 million. Amount of credit to be provided is additionally limited to a specified percentages of eligible receivables and eligible finished goods and in-transit inventory. All collections of accounts receivable are required to be applied to reduce any revolving credit balance outstanding. The interest rate is the daily three month LIBOR plus a margin of 3% and at March 31, 2014 was 3.23%.  The credit agreement includes a subjective acceleration clause and a lockbox arrangement; accordingly, amounts outstanding have been included as a current liability in the consolidated balance sheets.





The Company is obligated to comply with a number of covenants that include financial reporting, weekly collection reports, debt service and EBITDA coverage. As of March 31, 2014, the Company was in compliance with these covenants.


6.           RELATED PARTY TRANSACTIONS





The Company, through the acquisition of Vapestick, became a party to a distribution agreement with MPL Ltd. (“MPL”).  Under the terms of the agreement, MPL is licensed to act as the manufacturer, importer and distributor for Vapestick products for specified retailers in return for a royalty payment. Either party may terminate the agreement after January 1, 2016 on six months prior notice and the satisfaction of certain conditions.  The Chief Executive Officer of MPL is related to the Company’s President-International. Royalties for the three months ended March 31, 2014 were $42,737.





The Company, through the acquisition of Vapestick, became a party to a supplier agreement with Internet Marketing Hub Ltd. (“IMH”).  Under the terms of the agreement, IMH provides the labor and expertise for the design, development and maintenance, including search engine optimization for internet marketing on the websites: www.vapestick.co.uk and www.electroniccigarettedirect.co.uk.  The Company’s President-International is a 50% owner of IMH.  Pursuant to the terms of the agreement Vapestick will pay £15,000 ($24,900 as of March 31, 2014) for each month during which the agreement continues, and will pay an additional £10,000 ($16,600 as of March 31, 2014) per month for each month during the whole of which the Vapestick website is found at all times on page 1 of Google UK’s organic search listings, following a search of Google UK only, using only the key phrase “electronic cigarette”. Total costs incurred under this agreement were $62,882 for the three months ended March 31, 2014.




10





As described in the Company’s 2013 Form 10-K, on December 30, 2013, the Company entered into a comprehensive partnership agreement with Fields Texas Limited LLC's affiliate, E-Cig Acquisition Company LLC (“Fields Texas”), which is partially owned by one of the Company’s directors.  Amounts due under this agreement included a $200,000 development fee and $500,000 related to the acquisition of FIN for the three months ended March 31, 2014 of which all amounts have been paid.
 
 During the three months ended March 31, 2014, 5,730,750 warrants were issued pursuant to the anti-dilution provisions of the strategic partnership agreement with Fields Texas with a strike price of $5.00.  In addition, the strike price of the previously issued warrants reset from $9.05 to $5.00; such reset was included in the determination of fair value at March 31, 2014.  Further, 500,000 warrants were issued for advisory services rendered.  The Company has included a $64.9 million warrant liability related to agreements with Fields Texas in the accompanying consolidated balance sheets at March 31, 2014 and has recognized $48.3 million of advisory agreement warrant expense included in the consolidated statements of operations and comprehensive income for the three months ended March 31, 2014 for fair value adjustments related to these warrants.


As of December 31, 2013, stockholders of the Company had loaned amounts totaling $448,166.  Such amounts, including accrued interest of $115,078, were paid on January 31, 2014.




In September 2013, the Company moved its operations from Ballground, Georgia to Nunica, Michigan and entered into a month-to-month agreement with a company related to the Chief Executive Officer to provide office and warehouse facilities, as well as administrative services to include a call center, order fulfillment, purchasing, inventory management and accounting for a monthly fee of approximately $21,000 per month. The contract is cancellable at any time by either party.


7.           COMMITMENTS AND CONTINGENCIES




On March 5, 2014, Fontem Ventures B.V. and Fontem Holdings 1 B.V., both Netherlands companies (“Fontem”) filed a complaint against us and FIN alleging infringement of U.S. Patents Nos. 8,365,742, 8,375,957, 8,393,331, and 8,490,628 (the "Patents-In-Suit") based on our manufacture, use, importation, marketing and/or sale of certain products. On April 8, 2013, Fontem filed an amended complaint additionally alleging infringement of U.S. Patent No. 8,689,805. The case is pending in the United States District Court for the Central District of California, Case No. CV14-1651-GW-MRW. Victory and FIN filed an answer and counterclaims against Fontem on May 15, 2014.  The counterclaims seek a declaratory judgment that Victory and Fin have not and do not infringe the Patents-In-Suit and that the Patents-In-Suit are invalid.  The case is still in the initial stages and no scheduling order has been set to date.
 
 Such patent lawsuits as well as any other potential future third-party lawsuits alleging infringement of patents, trade secrets or other intellectual property rights could force us to do one or more of the following:
 
 ●
stop selling products or using technology that allegedly infringe the intellectual property;
 ●
incur significant legal expenses to defend against lawsuits and/or invalidate patents;
 ●
pay substantial damages if we are found to be infringing a third party’s intellectual property rights;
 ●
redesign those products that contain the allegedly infringing intellectual property; or
 ●
attempt to obtain a license to the relevant intellectual property from third parties, which may not be available to us on reasonable terms or at all.


From time to time we may be involved in various claims and legal actions arising in the ordinary course of our business.  When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with the applicable accounting literature.  The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome.  If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.  Certain insurance policies held by the Company may reduce the cash outflows with respect to an adverse outcome on certain of these litigation matters. The Company does not believe it is reasonably possible that any of these matters will have a material adverse effect on the Company's consolidated financial position, results of operations and cash flows.





Registration Rights


In connection with the 2014 Private Placements, we entered into a registration rights agreement pursuant to which we agreed to register all of the shares of our common stock underlying the notes and the warrants on a Form S-1 Registration Statement to be filed with the SEC by May 15, 2014 and to cause the Registration Statement to be declared effective under the Securities Act within 90 days.  If the Registration Statement is not filed or declared effective as indicated, the Company is required to pay partial liquidated damages in cash in an amount equal to 2% of the purchase price paid for the notes and warrants for each 30-day period for which the Company is non-compliant.


In connection with FIN acquisition, the Company entered into a registration rights agreement pursuant to which we agreed to register all of the shares of common stock issued in connection with the transaction on a Form S-1 Registration Statement to be filed with the SEC by April 26, 2014, subject to the satisfaction of the registration rights in connection with the 2014 Private Placements.  If the Registration Statement is not filed or declared effective as indicated, the Company is required to pay partial liquidated damages in cash in an amount equal to 2% of the value of the shares issued as consideration for each 30-day period for which the Company is non-compliant.





The Company filed a Form S-1 Registration Statement on May 12, 2014 for an underwritten public offering, which, based on each of their respective terms, revises the filing date of each of the registration rights discussed above until after the closing of said offering. As of March 31, 2014 , no liquidated damages were applicable, and currently no liquidated damages are probable.





11





8.           WARRANTS





As discussed in the Company’s 2013 Form 10-K, warrants were issued pursuant to an agreement with Fields Texas. Pursuant to the terms of the warrant agreement, the strike price was adjusted from $9.05 to $5.00 during the three months ended March 31, 2014. During the three months ended March 31, 2014, 5,475,000 warrants were issued in connection with the 2014 Private Placements and 6,614,000 additional warrants were issued for advisory services.  The warrants contain a provision which could adjust the strike price based on certain future events and are thus considered to be liabilities. As of March 31, 2014, warrants outstanding are as follows:


Warrants


Warrant

Liability


(Loss)/gain

recognized on fair

value adjustmentDecember 31, 2013


7,075,000


$
16,600,500
(1)Fair value adjustment


—



18,350,000


$
(18,350,000
)(3)7,075,000


$
34,950,500Issued:Fields Texas


6,230,750


$
30,799,905
(2)


(30,799,905
)(4)Other advisory warrants


383,250



1,908,585



(1,908,585
)(4)2014 Private Placements


5,475,000



27,200,550



3,787,350
(5)March 31, 2014


19,164,000


$
94,859,540


$
(47,271,140
)




(1)
Warrants as of December 31, 2013 represent warrants issued to Fields Texas pursuant to a strategic partnership agreement.
 (2)
Additional warrants represent 5,730,750 warrants issued pursuant to the anti-dilution provisions associated with the warrants issued on December 27, 2013 and 500,000 warrants issued for 2014 advisory services also pursuant to the strategic partnership agreement.
 (3)
Includes $894,140 related to warrants issued to William Fields pursuant to his role as a director of the Company included in Selling, general and administrative expense and $17,455,860 included in Advisory agreement warrant expense in the accompanying statements of operations and comprehensive income.
 (4)
Included in Advisory agreement warrant expense in the accompanying statements of operations and comprehensive income.
 (5)
Included in interest expense, net in the accompanying statements of operations and comprehensive income.
  Included in Note 11 are the fair value adjustments related to the advisory agreement warrants, the warrants issued in connection with the 2014 Private Placements and the warrants issued to William Fields as follows:
 
 Advisory agreement warrants

$
50,164,350Warrants issued with private placements


(3,787,350
)Selling, general and administrative


894,140$
47,271,140


A binomial model is used to compute the fair value of the warrants.  In order to calculate the fair value of the warrants, certain assumptions are made regarding components of the model.  As of March 31, 2014, significant assumptions include the estimated $8.88 fair value of the underlying common stock, the risk-free interest rate ranging from 1.62% to 1.69% and volatility of 39%.  Changes to the assumptions could cause significant adjustments to the valuation.





The fair value of the underlying common stock was determined based on the closing price of the Company’s stock on March 31, 2014 with a marketability discount of 25%. The risk-free interest rate is based on the yield of U.S. treasury bonds over the expected term. The expected stock volatility is based on historical common stock prices for comparable publicly traded companies over a period commensurate with the life of the instrument.


12





9.           EARNINGS PER SHARE





The following table represents a reconciliation of basic and diluted earnings per share:




March 31,


December 31,2014


2013Net loss used in the computation of basic and diluted earnings per share

$
(85,102,314
)

$
(20,706,448
)Weighted average shares outstanding - basic


63,595,532



42,871,414Common stock equivalents


-



-Total weighted average shares outstanding - diluted


63,595,532



42,871,414Per Share Data:BasicNet earnings

$
(1.36
)

$
(0.48
)DilutedNet earnings

$
(1.36
)

$
(0.48
)




For the periods where the Company reported losses, all common stock equivalents are excluded from the computation of diluted earnings per share, since the result would be antidilutive. Securities that were not included in the calculation of diluted earnings per share because to do so would have been antidilutive for the periods presented, are as follows:


March 31,


December 31,2014


2013Stock options


6,737,375



7,269,656Warrants


12,140,133



775,430Convertible debt


5,475,000



1,700,000Total antidilutive common stock equivalents excluded fromdilutive earnings per share


24,352,508



9,745,086




10.           GOODWILL AND INTANGIBLES




During the three months ended March 31, 2014, we completed the Vapestick and FIN acquisitions. As a result of these acquisitions, we recorded goodwill and intangible balances. A summary of changes in our goodwill and other intangible assets for the three months ended March 31, 2014 is as follows:





Goodwill/Intangible

Net Balance as of 12/31/13


Additions


Translation Adjustment


Impairment


Amortization


Net Balance as of 3/31/14Goodwill

$
-


$
101,417,094


$
582,133


$
-


$
-


$
101,999,227Tradename

$
-


$
26,966,000


$
(3,136
)

$
-


$
213,684.00


$
26,749,180Customer Relationships

$
-


$
51,378,000


$
-


$
-


$
584,948.00


$
50,793,052


11.           FAIR VALUE MEASUREMENTS





Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs.  The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.  Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:





Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.





Level 2 — Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data.  Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data.





Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.





The Company has various processes and controls in place to ensure that fair value is reasonably estimated. A model validation policy governs the use and control of valuation models used to estimate fair value.  The Company performs due diligence procedures over third-party pricing service providers in order to support their use in the valuation process.  Where market information is not available to support internal valuations, independent reviews of the valuations are performed and any material exposures are escalated through a management review process.




13





While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.





The following is a description of the valuation methodologies used for instruments measured at fair value:





Warrant liability





The Company utilizes a binomial option pricing model to derive the estimated fair value. Key inputs into the model include a discount for lack of marketability on the stock price, expected volatility, and a risk-free interest rate.


In order to calculate the fair value of the warrants, certain assumptions are made regarding components of the model. As of March 31, 2014, significant assumptions include the estimated $8.88 fair value of the underlying common stock, the risk-free interest rate ranging from 1.62% to 1.69% and volatility of 39%. Changes to the assumptions could cause significant adjustments to the valuation.
 
 The fair value of the underlying common stock was determined based on the closing price of the Company’s stock on March 31, 2014 with a marketability discount of 25%. The risk-free interest rate is based on the yield of U.S. treasury bonds over the expected term. The expected stock volatility is based on historical common stock prices for comparable publicly traded companies over a period commensurate with the life of the instrument.





Derivatives





Derivatives consisting of complex embedded derivatives are valued using a binomial option pricing model.  Key inputs into the model include a discount for lack of marketability on the stock price, expected volatility, and a risk-free interest rate. Any significant changes to these inputs would have a significant impact to the fair value. See further discussion in Note 4.


Assets and liabilities measured at fair value as of March 31, 2014 and December 31, 2013 are summarized as follows:




March 31, 2014Recurring fair value measurements

Total


Level 1


Level 2


Level 3Liabilities:Warrant liability

$
94,859,540


$
-


$
-


$
94,859,540Derivatives

$
21,709,350


$
-


$
-


$
21,709,350Total liabilities

$
116,568,890


$
-


$
-


$
116,568,890
  December 31, 2013Recurring fair value measurements

Total


Level 1


Level 2


Level 3Liabilities:Warrant liability

$
16,600,500


$
-


$
-


$
16,600,500


The following table presents a reconciliation of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3).




Fair ValueMeasurements UsingSignificant UnobservableInputs (Level 3)Total


Warrant Liability


DerivativesBalance, January 1, 2014

$
16,600,500


$
16,600,500


$
-Transfers into Level 3


-



-



-Transfers out of Level 3


-



-



-Total net (gains) losses included in:Net loss


43,377,890



47,271,140



(3,893,250
)Other comprehensive loss


-



-



-Purchases, sales, issues, and settlementsPurchases


-



-



-Issues


56,590,500



30,987,900



25,602,600Sales


-



-Settlements


-



-Balance, March 31, 2014

$
116,568,890


$
94,859,540


$
21,709,350




14




12.           SUBSEQUENT EVENTS





Acquisition of Must Have Limited (VIP)


On April 22, 2014, the Company completed the acquisition of Must Have Limited (“MHL”), an England and Wales incorporated limited company for 2,300,000 shares of the Company’s common stock, GBP £5,345,713.58 (equivalent to $9,000,000) in cash consideration, $11,000,000 of promissory notes and GBP £6,796,303 in respect of MHL's surplus cash.  Additional payments include up to $5,000,000 as an earn-out conditioned upon certain performance and employment conditions.





The promissory notes become due at the earlier of October 14, 2014, the day the Company first trades it shares of common stock on certain listed exchanges (including the NYSE Market, the Nasdaq Capital Market, the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange) or the Company completes an underwritten public offering of a minimum of $40 million. Beginning 120 days following the date of issuance, the promissory notes will accrue interest at a rate of 10% per annum.





April 22, 2014 Private Placement


On April 22, 2014, we completed a private offering of $24,175,824 aggregate principal amount of 6% Original Discount Senior Secured Convertible Promissory Notes (the “April 22 Private Placement”), for total net proceeds to the Company of $20,511,200 after deducting placement agent fees and other expenses.





The 6% Notes are due on the first anniversary of the issuance dates if not converted prior to the maturity date and accrue interest at a rate of 6% on the aggregate unconverted and outstanding principal amount payable in cash on a monthly basis. The shares of common stock issuable upon conversion of the 6% Notes shall equal: (i) the principal amount of the Note to be converted (plus accrued interest and unpaid late charges, if any) divided by (ii) $9.92 (the “Original Conversion Price”). The Original Conversion Price for the 6% Notes is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Additionally, the conversion price of the Notes will be adjusted should the Company issue any equity or convertible debt at a purchase price that is less than the current exercise price, with certain exceptions as further described in the Notes. Pursuant to the adjustment provision contained in the Notes, following the completion of our private offering on April 30, 2014, the conversion price of the Notes adjusted to $7.48 per share. Additionally, should the Company complete an underwritten public offering of a minimum of $25 million, the conversion price would reset to the price that is equal to 115% of the volume weighted average price (“VWAP”) of the Company’s shares of common stock on the trading day immediately following the pricing of such public offering should that price be lower than the conversion price then in effect. The Company must prepay $12,000,000 of the principal amount of the 6% Notes, plus any accrued and unpaid interest thereon, between 15 days and 30 days following the issue date. The 6% Notes may not be prepaid in whole or in part at any other time. The Purchasers have the right, in certain circumstances, to redeem all or portions of the 6% Notes, in exchange for either cash or shares of the Company’s common stock, including the ability to redeem an aggregate of up to $800,000 per month, as further described in Section 7 of the 6% Notes.


Registration Rights Agreement


In connection with the April 22 Private Placement, we entered into a registration rights agreement pursuant to which we agreed to register all of the shares of our common stock underlying the 6% on a Form S-1 registration statement. As collateral security for all of the Company’s obligations under the 2014 Private Placements, the Company granted the Purchasers a first priority security interest in all of the MHL assets.





April 30, 2014 Private Placement


On April 30, 2014, we completed an initial closing of a “best efforts” private offering of $3,139,987.50 of units, each unit consisting of (i) one share of our common stock and (ii) a warrant to purchase1/4 share of our common stock, at a price of $6.50 per Unit (the “April 30 Private Placement”), for total net proceeds to the Company of $2,825,988.75 after deducting placement agent fees and other expenses.





Warrants


The Warrants issued in the April 30 Private Placement are exercisable for an aggregate of 120,768 shares of the Company’s common stock. The Warrants are exercisable for a period of five years from their respective issue dates. The exercise price with respect to the Warrants is $6.50 per full share. The exercise price and the amount of warrant shares for the Warrants are subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Additionally, the exercise price of the Warrants will be adjusted should the Company issue any equity or convertible debt at a purchase price that is less than the current exercise price for two years following the issuance date, with certain exceptions as further described in the Warrant; accordingly, these warrants are considered liabilities and will be recorded at fair value each reporting period with adjustments reflected in the consolidated statements of operations and comprehensive income.





Registration Rights Agreement


In connection with the April 30 Private Placement, we entered into a registration rights agreement pursuant to which we agreed to register all of the Shares and all of the shares of our common stock underlying the Warrants on a Form S-1 registration statement.






15







Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.





Cautionary Notice Regarding Forward Looking Statements
 
 The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
 
 This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
 
 Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions, and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in our Annual Report on Form 10-K which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.





Overview





Victory Electronic Cigarettes Corporation (“Victory”, the “Company”, “we”, “our”, “us”) is a fast-growing independent marketer and distributor of electronic cigarettes (“e-cigarettes”). Our objective is to become a leader in   the rapidly growing, global e-cigarette industry. E-cigarettes are battery-powered products that simulate tobacco smoking through inhalation of nicotine vapor without the fire, flame, tobacco, tar, carbon monoxide, ash, stub, smell and other chemicals found in traditional combustible cigarettes. According to Euromonitor, the global tobacco industry represents a $756 billion market worldwide. In addition, there are an estimated 1.3 billion smokers globally according to The American Cancer Society, and these existing smokers are our target demographic and represent our primary source of revenue growth. We currently sell our products through more than 50,000 outlets across multiple channels in multiple countries.
 
 We accommodate the various product preferences of e-cigarette users by offering a comprehensive set of product offerings, including disposables, rechargeables, tanks, starter kits, e-liquids, open and closed-end vaping systems and accessories. Our products consist of durable components and nicotine liquids that undergo rigorous quality testing during production. We market our products through what we believe is one of the most extensive brand portfolios in the e-cigarette industry. Our global brand portfolio includes  the FIN, VIP, VAPESTICK, Victory, VictoriaandEl Rey brands. We believe that this combination of product breadth and quality combined with our effective brand strategy, resonates strongly with consumers who associate our products with ease of use, quality, reliability and great taste.
 Stronger consumer demand has led retailers to allocate additional shelf space to e-cigarettes and we strive to offer our products at or near every point of distribution where traditional cigarettes are available in the markets we serve. We sell our products through a variety of channels, including wholesale distributors, convenience stores, grocery stores, mass merchandisers, club stores, vape shops, retail mobile kiosk units, owned retail stores, independent retailers, our e-commerce websites, on-premise outlets such as restaurants and bars and other alternative outlets.
 
 We are focused on rapidly securing additional retail distribution in both the domestic United States and international markets through strategic partnerships with key retailers and distributors. We plan on further penetrating existing markets and acquiring new customers by implementing our multi-brand/multi-product strategy, offering retailers both premium and entry price point brands, to satisfy the demand of consumers with varying preferences. We believe we offer retailers and distributors attractive margins as a result of our low-cost position and structured incentives.
 
 Our goal is to become the leading e-cigarette company in the world. We expect to achieve that goal by maximizing our points of distribution, maintaining our low-cost position and continuing to differentiate our products and brands in order to resonate with consumers in local markets around the world. We have grown our business both organically and through strategic acquisitions. Our growth trajectory has beenfurther enhanced by accelerating global demand for e-cigarettes over the past few years.
 16





Recent Developments





Acquisition of Vapestick
 
 On January 9, 2014, we completed the acquisition of all of the issued and outstanding ordinary shares of Vapestick Holdings Limited, a company incorporated under the laws of England and Wales (“Vapestick”), pursuant to a Share Exchange Agreement by and between us, Vapestick and all of the shareholders of Vapestick (the “Vapestick Shareholders”) dated December 15, 2013.
 
 Pursuant to the terms of the acquisition agreement, we acquired all issued and outstanding shares of Vapestick from its shareholders in consideration for (a) an aggregate cash payment of £3,500,000 (approximately $5.74 million) and (b) the issuance of 6,595,900 shares of our common stock.
 
 In connection with our acquisition of Vapestick, we agreed to (1) offer the former shareholders of Vapestick the opportunity to participate in future equity offerings by us for so long as they own in the aggregate the greater of 5% of our outstanding shares of common stock or 50% of the number of shares of our common stock issued to the shareholders in connection with the acquisition, (2) fund the business of Vapestick in accordance with its business plan of approximately £350,000 ($581,000 as of March 31, 2014)  per month until December 31, 2014, the purpose of which is to ensure that Vapestick has the proper growth capital to reach its proposed targets, at which time we expect them to be self-sufficient, and we have satisfied this requirement to date,  (3) maintain the base salary and target cash bonus opportunities of the employees of Vapestick immediately after the acquisition for a period of twelve months following the acquisition and (4) grant piggyback registration rights for all of the shares issued to the Vapestick Shareholders should the Company file a registration statement relating to an offering for its own account or the account of others. As of March 31, 2014, the Vapestick Shareholders have not participated in any of our subsequent equity offerings.


Acquisition of FIN
 
 On February 28, 2014, we completed the acquisition of FIN Electronic Cigarette Corporation, Inc., a Delaware corporation (“FIN”), through a merger with and into a wholly-owned subsidiary of ours,  pursuant to the Agreement and Plan of Merger dated February 12, 2013, by and among the Company, our subsidiary, FIN, and Elliot B. Maisel, as representative of the FIN stockholders.
 
 Pursuant to the terms of the merger agreement, we acquired all issued and outstanding shares of FIN from its shareholders (the “FIN Shareholders”) in consideration for an aggregate of 10,000,000 shares of our common stock. Additionally, on the closing date we paid $10 million of certain indebtedness and liabilities of FIN and its subsidiaries and issued $15 million of promissory notes to the FIN Shareholders to satisfy other indebtedness and liabilities of FIN and its subsidiaries to them. A description of such promissory notes is described in “—Liquidity and Capital Resources” below.
 
 Components of Revenues and Costs and Expenses
 
 Revenues
 
 Our revenues are derived from the sale of e-cigarette products directly to customers over the internet and to various retailers and wholesalers.  Our revenues are net ofreturn reserves, which represent that portion of gross revenues not expected to be realized.  In particular, retail revenue, including e-commerce sales, is reduced by estimates of returns.  We have not recorded a sales return reserve in any of our historical periods to date.
 
 We offer sales incentives and discounts to our customers and consumers including rebates, shelf-price reductions and other trade promotional activities, which are reflected in our net revenues.
 
 Cost of Goods Sold
 
 Cost of goods sold consists of the costs of products manufactured by our suppliers, including freight-in and packaging, and related warehousing expenses.
 
 Operating Expenses
 
 Operating expenses consist primarily of our mark-to-market adjustments on ouradvisory agreement warrants, distribution, marketing and advertising expenses and selling, general and administrative expenses.
 
 The primary components of our distribution, marketing and advertising expenses are media, agency, trade shows, and other promotional expenses.





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Our selling expenses consist primarily of marketing expense and sales commissions and our general and administrative costs consist primarily of wages, related payroll, and employee benefit expenses, including stock-based compensation, legal and professional fees, travel expenses, other facility-related costs, such as rent and depreciation, and consulting expenses.





Foreign Exchange Movements





Due to the international aspect of our business, our revenues and expenses are affected by foreign exchange movements. Our primary exposures to foreign exchange rates are the British Pound and Euro against the U.S. dollar. The financial results of our foreign operations are translated to U.S. dollars. The functional currency of our foreign subsidiaries is generally the local currency of the country. Accordingly, income and expense items are translated at the average rates prevailing during the period. Changes in exchange rates that affect cash flows and the related receivables or payables are recognized as transaction gains and losses.





Results of Operations





Comparison for the three months ended March 31, 2014 and March 31, 2013





Revenues





Revenue for the three months ended March 31, 2014 and 2013 were $4,138,540 and $921,319, respectively, an increase of $3,217,221 or approximately 349%. The increase in revenue is primarily attributable to the revenue of Vapestick and FIN. Additionally, we began to increase our retail and wholesale marketing in U.S chains as well as through our international online and retail channels.
 
 Cost of goods sold for the three months ended March 31, 2014 and 2013 were $2,781,667 and $400,372 respectively, an increase of $2,381,295 or approximately 595%. The increase is primarily due to the acquisitions of Vapestick and FIN.





Operating Expenses





Cost of advisory agreement warrants for the three months ended March 31, 2014 and 2013 were $50,164,350 and $0. This expense was due to the warrants we issued to Fields Texas Limited, LLC in connection with the advisory agreement that we entered into on December 30, 2013.
 
 Distribution, marketing and advertising expenses for the three months ended March 31, 2014 and 2013 were $1,106,535 and $330,240 respectively, an increase of $776,295 or approximately 235%. The increase is primarily attributable to the addition of Vapestick and FIN. This increase primarily consists of marketing, advertising, and promotions, as we continued various advertising campaigns to increase both online and point of sale brand awareness.
 
 Selling, general and administrative cost for the three months ended March 31, 2014 and 2013 were $6,279,372 and $408,822, respectively. The increase is primarily due to wages, cost associated with general administrative fees, customer service and purchasing outsourcing, insurance, telecommunications, supplies and other miscellaneous items, specifically attributable to the additions of Vapestick and FIN.


Other Expenses




Interest expense for the three months ended March 31, 2014 and 2013 were $1,002,576 and $34,311, respectively.The interest expense consists primarily of $3,893,250 of convertible debt accretion, $578,938 of interest on private placements, amortization of debt issue costs of $304,080 offset by the change in fair value of $3,893,250 related to the conversion feature of the debt.  The fair value in excess of proceeds for warrants issued in January and February 2014 was $29,215,500 and  $0 for the three months ended March 31, 2014 and 2013, respectively. The increase was attributable to the recognition of the costs associated with various warrants issued during 2014.
 
 Net Loss





The net loss for the three months ended March 31, 2014 and 2013 was $85,102,314 and $252,426, respectively. The net loss per common share for the three months ended March 31, 2014 and 2013 was $1.36 and $0.01, respectively.





Liquidity and Capital Resources





Our uses of cash include working capital needs, debt service and potential acquisitions.As of March 31, 2014,  we  had cash of $4,072,444 and working capital deficit of $9,579,311, which included $30,238,112 of short term indebtedness described under “Debt and Equity Financings” below .  We estimate our operating expenses (exclusive of our advisory warrants)for the next 12 months may be as high as $72,000,000, consisting primarily of headcount and infrastructure costs, sales and marketing expenditures, research and development and general and administrative costs. We will also continue to evaluate and consider strategic acquisitions, which may require additional cash expenditures and borrowings or debt issuances and/or issuances of our common stock.
 
 In connection with our acquisition of Vapestick, we agreed to 1) fund the business of Vapestick in accordance with its business plan of approximately £350,000 ($581,000 as of March 31, 2014) per month until December 31, 2014, the purpose of which is to ensure that Vapestick has the proper growth capital to reach its proposed targets, at which time we expect the Vapestick business to be self-sufficient and we have satisfied this requirement to date, and 2) maintain the base salary and target cash bonus opportunities of the employees of Vapestick immediately after the acquisition for a period of twelve months following the acquisition.





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Our sources of cash include cash on hand, availability under our borrowing facilities and equity and debt financings. As of March 31, 2014, we had cash of $4,072,044 and availability under our FIN revolving credit facility of $11,289,723.





We are in the early stages of our business. We are required to fund our growth and working capital and service and refinance our indebtedness from the generation of financing activities, and we intend to continue to rely on a combination of equity and debt financings. Due to market conditions and the early stage of our operations, there is considerable risk in our company being able to consummate convertible debt and equity financings on terms that are not overly dilutive to our existing shareholders. We can offer no assurance that we will be able to raise additional capital on acceptable terms or at all.





Cash Flows





Operating activities for the three months ended March 31, 2014 required cash of $6,540,649 compared to $465,746 for the three months ended March 31, 2013. The increase was primarily due to an increase in net losses of $86,411,460 of which $76,541,788 was attributed to a non-cash charge related to our advisory agreement warrants, and increases in accounts receivable of $2,589,093 partially offset by a decrease in inventory of $2,027,270 and increases in accounts payable and accrued expenses of $3,084,316.





Our cash flows from financing activities were $23,326,467 and $632,670 for the three months ended March 31, 2014 and 2013, respectively, an increase of $22,693,797 primarily due to the proceeds from the issuance of debt.





Our cash flows from investing activities were $15,511,495 and $7,844 for the three months ended March 31, 2014 and 2013, respectively, an increase of $15,503,651 primarily due to acquisitions made during 2014.





FIN Revolving Credit Facility





Overview





On December 31, 2012, FIN Branding Group, LLC entered into a credit agreement with Wells Fargo Bank, National Association (the “Lender”), and as amended on September 10, 2013, for a $20,000,000 revolving credit facility with a maturity date of December 31, 2015 (the “Credit Agreement”). The amount available to be borrowed under the Credit Agreement from time to time is limited to a borrowing base based on FIN’s eligible receivables and inventories. Up to $2,000,000 of this revolving credit facility is available for letters of credit.





Interest Rate and Fees





Borrowings under the Credit Agreement bear interest at a rate equal to LIBOR plus 3.00%, which interest rate at March 31, 2014 was 3.23%.





In addition to paying interest on outstanding principal, we are required to pay a commitment fee of 0.25% per annum to the lenders under the Credit Agreement in respect of the unutilized commitments thereunder. We also are obligated to pay customary letter of credit fees.





Prepayments





Amounts borrowed under the Credit Agreement may be repaid at any time during the term of the Credit Agreement. If, at any time, the amount of outstanding advances plus the amount of outstanding letters of credit exceeds the lesser of $20,000,000 or the borrowing base (or such lesser amounts as specified in the Credit Agreement), then the Lender, at its option, may demand immediate prepayment of the obligations in an aggregate amount equal to such excess.





Collateral





All obligations under the Credit Agreement are secured by a security interest in substantially all tangible and intangible assets of FIN whether now owned or hereafter acquired and pursuant to the March 31, 2014 amendment, a security interest in substantially all of our and VCIG’s tangible and intangible assets, whether now or hereinafter acquired subject to the security interest in our assets in favor of the holders of our 15% Convertible Notes.





Conditions to Borrowings





All borrowings under the Credit Agreement are subject to customary conditions, including that there has been no material adverse change in the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of FIN and its subsidiaries.





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Certain Covenants and Events of Default





The Credit Agreement contains customary covenants, including covenants that restrict FIN’s ability to, among other things, (i) incur indebtedness, (ii) create liens on assets and further negative pledges, (iii) dispose of its assets or change its line of business or ownership; (iv) pay distributions or make payments on certain junior debt, (v) make certain investments or (vi) engage in certain transactions with affiliates. In addition, FIN must maintain specified minimum EBITDA amounts ranging from negative $64,000 for the one-month period ending March 31, 2014, to positive $803,000 for the ten month period ending December 31, 2014. As of March 31, 2014, the minimum EBITDA requirement had been waived by the Lender as FIN did not achieve the requisite EBITDA number from operations.





The Credit Agreement also contains customary events of default, including any default in any other agreement to which FIN or any of its subsidiaries is a party with third parties relative to the indebtedness of FIN or such subsidiary involving an amount exceeding of $100,000 or more, and such default occurs at the final maturity of the obligations under such agreement or results in a right by such third parties to accelerate the maturity of FIN or its subsidiaries’ obligations thereunder. Upon the occurrence of an event of default, the lender may terminate its funding obligations under the Credit Agreement, accelerate all loans and exercise any of its rights under the Credit Agreement.








As of March 31, 2014, we were in compliance with all terms of the Credit Agreement.





Debt and Equity Financing for the three months ended March 31, 2014





15% Senior Secured Convertible Promissory Notes





Overview. On January 7, 2014, January 14, 2014, January 31, 2014, and February 28, 2014, we completed “best efforts” private offering of $27,375,000 aggregate principal amount of 15% Senior Secured Convertible Promissory Notes, as amended (the “15% Convertible Notes”) and warrants to purchase shares of common stock with accredited investors for total net proceeds to the Company of $25,424,790 after deducting placement agent fees and other expenses.


Maturity and Interest. The 15% Convertible Notes issued in January are due on January 7, 2015 and the 15% Convertible Notes issued in Februaryare due on February 28, 2015 if not converted prior to that date and accrue interest at a rate of 15% on the aggregate unconverted and outstanding principal amount, payable in cash on a quarterly basis.
 
 Conversion. The 15% Convertible Notes may be converted, in whole or in part, into shares of common stock at the option of the holder at any time and from time to time. The shares of common stock issuable upon conversion of the 15% Convertible Notes equal: (i) the outstanding principal amount of the convertible note divided by (ii) a conversion price of $5.00, as adjusted from time to time. The conversion price for the 15% Convertible Notes is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Additionally, the conversion price of the 15% Convertible Notes will be adjusted should the Company issue any equity or convertible debt at a purchase price that is less than the current exercise price, with certain exceptions as further described in the 15% Convertible Notes. Furthermore, if the Company or any subsidiary thereof sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition) any of its common stock or any securities which would entitle the holder thereof to acquire at any time its common stock, then the conversion price for the 15% Convertible Notes will be adjusted downward by multiplying it by a fraction, the numerator of which shall be 79,163,999 and the denominator of which shall be the number of fully-diluted shares of our common stock outstanding following such issuance.
 
 Prepayments. The 15% Convertible Notes may be prepaid in cash, in whole or in part, at any time for 115% of the outstanding principal and accrued interest.





Warrants. The warrants issued in the offerings are exercisable for an aggregate of 5,475,000 shares of the Company’s common stock. The Warrants are exercisable for a period of five years from their respective issue dates. The exercise price with respect to the Warrants is $5.00 per share, as adjusted from time to time. The exercise price and the amount of shares of our common stock issuable upon exercise of   the warrants are subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Additionally, the exercise price of the warrants will be adjusted should the Company issue any equity or convertible debt at a purchase price that is less than their current exercise price, with certain limited exceptions as further described in the warrant. Furthermore, if the Company or any subsidiary thereof sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition) any of its common stock or Common Stock Equivalents, then the exercise price for the warrants will be adjusted downward by multiplying it by a fraction, the numerator of which shall be 79,163,999 and the denominator of which shall be the number of fully-diluted shares of our common stock outstanding following such issuance.
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Collateral. As collateral security for all of the Company’s obligations under the 15% Convertible Notes and related documents executed in connection with the Offerings, the Company granted the Purchasers a first priority security interest in (1) all of the Company’s assets and (ii) the equity interests in each subsidiary of the Company, in each case whether owned or existing when the 15% Convertible Notes were issued or subsequently acquired or coming into existence, including any shares of capital stock of any subsidiary.
 
 FIN Promissory Notes
 
 Overview. On February 28, 2014, the Company and its wholly owned subsidiary, VCIG LLC, issued $15,000,000 principal amount of promissory notes (the “FIN Promissory Notes”) in connection with the acquisition of FIN.
 
 Maturity and Interest. The FIN Promissory Notes become due on May 29, 2014, and accrue interest at a rate of 10% per annum.
 
 Prepayment. We may prepay the FIN Promissory Notes without penalty. If we fail to pay off the FIN Promissory Notes in full by June 9, 2014, for every subsequent day the FIN Promissory Notes are not paid in full, we will issue up to 12,500 shares of common stock to the note holders as a penalty payment, dependent on the outstanding principal amount at that time, but no more than a total of 500,000 shares of common stock.
 
 Subsequent Debt and Equity Financings
  VIP Promissory Notes
 
 Overview. On April 22, 2014, we issued $11,000,000 principal amount of promissory notes (the “VIP Promissory Notes”) to the MHL Shareholders in connection with our acquisition of MHL, as further described in “Subsequent Events below. The VIP Promissory Notes become due at the earlier of (1) October 14, 2014, (2) the day the Company first trades it shares of a common stock on certain listed exchanges (including the NYSE Market, the Nasdaq Capital Market, the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange) or (3) the Company completes an underwritten public offering of a minimum of $40 million (the “Maturity Date”). Beginning on August 21, 2014, the VIP Promissory Notes will accrue interest at a rate of 10% per annum. We may prepay the VIP Promissory Notes at any time without penalty.
  Collateral. As security for all of the Company’s obligations under the VIP Promissory Notes and related documents executed in connection with the acquisition: (i) MHL granted a guarantee in favor of the holders of the VIP Promissory Notes supported by a second priority security interest in all of MHL’s assets and (ii) the Company granted such holders a second priority security interest in all of the shares owned by the Company in MHL following the acquisition of MHL.
  6% Original Issue Senior Secured Convertible Promissory Notes
 
 Overview. On April 22, 2014, the Company completed a private offering of $24,175,824 principal amount of 6% Original Issue Discount Senior Secured Convertible Promissory Notes (the “6% Convertible Notes”) with accredited investors for total net proceeds to the Company of $20,511,200 after deducting placement agent fees.


Maturity and Interest. The 6% Convertible Notes are due on April 22, 2015  and accrue interest at a rate of 6% on the aggregate unconverted and outstanding principal amount payable in cash on a monthly basis.
 
 Conversion. The 6% Convertible Notes may be converted in whole or in part into shares of common stock at the option of the holders of the 6% Convertible Notes at any time and from time to time. The conversion price is $9.92, as adjusted from time to time. The conversion price for the 6% Convertible Notes is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Additionally, the conversion price of the Notes will be adjusted should the Company issue any equity or convertible debt at a purchase price that is less than the current exercise price, with certain exceptions as further described in the Notes. Furthermore, should the Company complete an underwritten public offering of a minimum of $25 million, the conversion price would reset to the price that is equal to 115% of the volume weighted average price (“VWAP”) of the Company’s shares of common stock on the trading day immediately following the pricing of such public offering should that price be lower than the conversion price then in effect. Pursuant to the adjustment provision contained in the 6% Convertible Notes, following the completion of our private offering on April 30, 2014, the conversion price of the 6% Convertible Notes adjusted to $6.50 per share.
 
 Prepayments and Redemptions. The 6% Convertible Notes may not be prepaid in whole or in part at any time other than as described below. The Company must prepay $12,000,000 of the principal amount of the 6% Convertible Notes, plus any accrued and unpaid interest thereon, between 15 days and 30 days following the issue date.  The holders can require the Company to redeem up to $800,000 of the outstanding principal amount (plus accrued and unpaid interest thereon) per calendar month.


Collateral. As security for all of the Company’s obligations under the 6% Convertible Notes and related documents executed in connection with the Offering: (i) MHL (as defined below) granted a guarantee in favor of the holders of the 6% Convertible Notes supported by a first priority security interest in all of MHL’s assets  and (ii) the Company granted such holders a first priority security interest in all of the shares owned by the Company in MHL following the acquisition of MHL.


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 Events of Default
 The 6% Convertible Notes include the following events of default, among others: (i) a default in the payment of interest or principal when due, which default, in the case of an interest payment, is not cured within three trading days; (ii) failure to comply with any other covenant or agreement contained in the notes after an applicable cure period; (iii) a default or event of default under any other material agreement not covered by clause (iv) below to which the Company is obligated (subject to any grace or cure period provided in the applicable agreement); (iv) failure to pay any other obligation of the Company that exceeds $50,000 and causes such obligation to become due and payable earlier that would otherwise become due; (v) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a bankruptcy or liquidation event; (vi) a judgment for payment of money exceeding $100,000 in the case of MHL and exceeding $1,000,000 in the case of the Company and any of its subsidiaries (other than MHL) remains unvacated, unbonded or unstayed for a period of 30 calendar days; (vii) our common stock is not be eligible for listing on a national exchange or the OTC Bulletin Board; or (viii) failure to have any registration statement declared effective, or the lapsing of such registration statement, by certain deadlines pursuant to the registration rights agreement entered into between the note holders of the 6% Convertible Notes and the Company.
 
 If any event of default occurs, the outstanding principal amount of the notes, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the holder’s election, immediately due and payable in cash in the sum of (a) 110% of the outstanding principal amount of the notes and accrued and unpaid interest thereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the notes. After the occurrence of any event of default that results in the acceleration of the notes, the interest rate on shall accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law.
 
 The Unit Offering


Overview. On April 30, 2014, we completed an initial “best efforts” private offering of $3,139,988  of units, each unit consisting of (i) one share of our common stock and (ii) a warrant to purchase1/4 share of our common stock. Pursuant to a purchase agreement, we sold 483,075 units in the offering, at a price of $6.50 per unit, to accredited investors for total net proceeds to the Company of $2,825,989 after deducting placement agent fees and other expenses. In the offering, we issued 483,075 shares of our common stock and warrants to purchase 120,768 shares of our common stock.
 
 Warrants. The warrants issued in the offering are exercisable for a period of five years from their issue date. The exercise price with respect to the warrants is $6.50 per full share, as adjusted from time to time. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Additionally, the exercise price of the warrants will be adjusted should the Company issue any equity or convertible debt at a purchase price that is less than their current exercise price for two years following the issuance date, with certain limited exceptions.


Off-Balance Sheet Arrangements





There were no off-balance sheet arrangements for the period ended March 31, 2014.





Critical Accounting Policies





Revenue Recognition
 Revenue is derived from product sales and is recognized upon shipment to the customer. Direct sales to individual customers are recognized within internet sales in the accompanying consolidated statements of income, while all sales to retailers and distributors are recognized within retail and wholesale revenues. Payments received by the Company in advance are recorded as deferred revenue until the merchandise has shipped to the customer.
 
 A significant area of judgment affecting reported revenue and net income is estimating sales return reserves, which represent that portion of gross revenues not expected to be realized.  In particular, retail revenue, including e-commerce sales, is reduced by estimates of returns. In determining estimates of returns, management analyzes historical trends, seasonal results and current economic or market conditions. The actual amount of sales returns subsequently realized may fluctuate from estimates due to several factors, including, merchandise mix, actual or perceived quality, differences between the actual product and its presentation in the website, timeliness of delivery and competitive offerings. The Company continually tracks subsequent sales return experience, compiles customer feedback to identify any pervasive issues, reassesses the marketplace, compares its findings to previous estimates and adjusts the sales return accrual and cost of sales accordingly.  For the three months ended March 31, 2014 and 2013, the Company did not record a sales return reserve.
 
 Accounts Receivable
 Accounts receivable, primarily from retail and wholesale customers or third-party internet brokers, are reported at the amount invoiced. Payment terms vary by customer and may be subject to an early payment discount. Management reviews accounts receivable on a monthly basis to determine if any receivables are potentially uncollectible. An overall allowance for doubtful accounts is determined based on a combination of historical experience, length of time outstanding, customer credit worthiness, and current economic trends. Management judgments and estimates are used in connection with establishing the allowance in any accounting period. Changes in estimates are reflected in the period they become known. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. As of March 31, 2014 and December 31, 2013, the Company's allowance for doubtful accounts was $43,205 and $0, respectively. For the three months ended March 31, 2014 and 2013, no accounts receivable were written off.
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 Inventory Valuation
 The Company must order its products and components for its products in advance of product shipments. The Company records a write-down for inventories of components and products which have become obsolete or are in excess of anticipated demand or net realizable value. The Company performs periodic detailed reviews of inventory that considers multiple factors including, but not limited to, demand forecasts, product life cycle status, product development plans and current sales levels. If future demand or market conditions for the Company’s products are less favorable than forecasted or if unforeseen technological changes negatively impact the utility of component inventory, the Company may be required to record additional write-downs which would negatively affect gross margins in the period when the write-downs were recorded.  As of March 31, 2014 and December 31, 2013, the Company had an inventory obsolescence reserve of $315,000  and $15,000, respectively.
 Employee Stock Based Compensation
 The Company awards stock based compensation as an incentive for employees to contribute to the Company’s long-term success. The Company accounts for employee stock based compensation in accordance with ASC 718,Compensation — Stock Compensation (“ASC 718”), which provides investors and other users of financial statements with more complete and neutral financial information, by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. The cost is measured based on the fair value of the equity or liability instruments issued on the date of grant. Determining the appropriate fair value model and calculating the fair value of stock compensation awards requires the input of certain highly complex and subjective assumptions, including the expected life of the stock compensation awards and the Company’s expected common stock price volatility. The assumptions used in calculating the fair value of stock compensation awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and the Company deems it necessary to use different assumptions, stock compensation expense could be materially different from what has been recorded in the current period.
 
 ASC 718 covers a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.
 
 Non-Employee Stock Based Compensation
 The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 505, at either the fair value of the services or the instruments issued in exchange for such services (based on the same methodology described for employee stock based compensation), whichever is more readily determinable. Subsequent to the measurement date, the Company should recognize and classify any future changes in the fair value (including the market condition) in accordance with the relevant accounting literature on financial instruments ASC 815-40.
 Income Taxes
 Prior to the conversion to a C corporation on March 8, 2013, the Company acted as a pass-through entity for tax purposes. Accordingly, the consolidated financial statements do not include a provision for federal income taxes prior to the conversion. The Company’s earnings and losses were included in the previous members’ personal income tax returns and the income tax thereon, if any, was paid by the members.
 
 The Company now files income tax returns in the United States, which are subject to examination by the tax authorities in that jurisdiction, generally for three years after the filing date. Income taxes are provided for under the liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The calculation of the Company’s tax liabilities for uncertain income tax positions based on estimates of whether, and the extent to which, additional taxes will be required.
 
 In assessing the possible realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. In making this assessment, management does not believe that it is more likely than not that the Company will realize the benefits of the net deferred tax assets as of December 31, 2013 and March 31, 2014. This determination was based on cumulative net losses as of the balance sheet date.
 
 Fair Value Measurements
 Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:





Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets.
 Level 2 — Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data.
 Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.


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 The Company has various processes and controls in place to ensure that fair value is reasonably estimated. A model validation policy governs the use and control of valuation models used to estimate fair value. The Company performs due diligence procedures over third-party pricing service providers in order to support their use in the valuation process. Where market information is not available to support internal valuations, independent reviews of the valuations are performed and any material exposures are escalated through a management review process.
  Many of our financial instruments are issued in conjunction with the issuance of debt. At the time of issuance we allocate the proceeds received to the various financial instruments and this involves the determination of fair value. From time to time, the fair value of these financial instruments, primarily embedded derivatives and warrants exceeds the proceeds received. When this occurs, we critically evaluate the validity of the fair value computation, most specifically of the derivatives. We engage a third party valuation specialist who applies accepted valuation methodology as well as assumptions that are appropriate in the circumstances.
 With regards to valuing embedded derivatives, there are a variety of methods to be used. We utilize a binomial model as the features of our derivatives, including the down round provisions within the agreementscall for a more complex model than the standard Black-Scholes model to analyze the features appropriately. The binomial model allows multi period views of the underlying asset price and the price of the option for multiple periods as well as the range of possible results for each period, offering a more detailed view. The binomial model takes into account multiple scenarios to better reflect the complexity of the derivatives. Probabilities for each of the scenarios are determined based on extensive discussions with management and outside advisors on the expected likelihood as of the valuation date of an additional reset to the exercise price.
 The key sensitivities of the binomial model include: the exercise price, the stock price in which we utilize our trading price less a discount for lack of marketability due to the thinly traded nature of the stock; the expected volatility, which is determined through the analysis of publicly traded guideline companies historic volatilities; the risk free interest rate, which is based on current market rates and the expected term.
  When the fair value is determined to reasonable and the fair value exceeds the proceeds, greater value has been given by us than received in the associated transactions. From a purely financial perspective, the theoretical value of a security does not take into account the speed of execution that is necessary to accomplish the goal of financing a specific acquisition. When we identify specific strategic targets where the identification of the target and the consummation of the transaction encompass a very compressed timeline the mechanics of an “orderly market” are not always present. We accept reduced consideration in certain financings due to the need to execute quickly and the accompanying need to be more aggressive in accepting terms. It is our view that the strategic advantage of acquiring our identified targets in this quickly developing market outweighed the discount on the proceeds.
 
 Embedded Derivatives
  From time to time the Company issues financial instruments such as debt in which a derivative instrument is “embedded.” Upon issuing the financial instrument, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value, with changes in fair value recorded in the income statement.
 
 Three embedded features that required bifurcation and separate accounting were identified in connection with certain of the convertible notes issued in 2014 and the Company determined these should be bundled together as a single, compound embedded derivative, bifurcated from the host contract, and accounted for at fair value, with changes in fair value being recorded in the consolidated statements of operations and comprehensive income. The three embedded derivatives were the conversion options, the mandatory default amounts and the prepayment clauses found in some or all of those notes. The three embedded features were evaluated together as a single compound derivative to determine the fair value of the derivative using a binomial pricing model. The binomial pricing model takes into account probability-weighted scenarios with regard to the likelihood of changes to the conversion price. The inputs to the model require management to make certain significant assumptions and represent management’s best estimate at the valuation date. The probabilities were determined based on a management review, and input from external advisors, on the expected likelihood as of the valuation date of an additional reset.
 
 The key sensitivities of the binomial model include: the fair value of the common stock, in which the Company utilized the actual trading price less a discount for lack of marketability due to the thinly traded nature of the stock; the expected volatility of the common stock, which was determined through the analysis of publicly traded guideline companies historic volatilities; and the risk free interest rate, which is based on current market rates and the expected term. Any change on one of the above would have an impact on the concluded value for the warrants and derivatives. The fair value of our common stock reflects a 25% marketability discount given the low trading volume of our common stock. Upon listing on the NASDAQ, and sufficient trading volume, this discount will be eliminated.
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  Warrant liability
  The Company utilizes a binomial option pricing model to derive the estimated fair value of those of its warrants that are considered to be liabilities.  Key inputs into the model include the fair value of the common stock, in which the Company utilized the actual trading price less a discount for lack of marketability due to the thinly traded nature of the stock, the expected volatility of the stock price. A risk-free interest rate and probability-weighted scenarios with regard to the likelihood of changes to the exercise price of the warrant.
 
 Any significant changes to these inputs would have a significant impact to the fair value. The fair value of our common stock reflects a 25% marketability discount given the low trading volume of our common stock. Upon listing on the NASDAQ, and sufficient trading volume, this discount will be eliminated.
 
 The changes in fair value of the warrants are measured at each reporting date and recognized in earnings and classified commensurate with the purpose of issuance. Changes in the fair value of warrants issued for services performed are considered an operating expense and warrants issued in connection with debt are considered other (income) expense. See further discussion in Note 8 to our financial statements for the quarter ended March 31, 2014.





Recent Accounting Pronouncements





In July 2013, the FASB issued guidance on the Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Under the guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, noting several exceptions. This guidance is effective for fiscal and interim reporting periods beginning after December 15, 2013. The Company has determined that this new guidance will not have a material impact on its consolidated financial statements.





Subsequent Events





Acquisition of Must Have Limited (VIP)


On April 22, 2014, the Company entered into a share purchase agreement by and between (i) the Company and (ii) the shareholders of Must Have Limited (“MHL”), an England and Wales incorporated limited company (the “MHL Shareholders”). Pursuant to the terms of the agreement, the MHL Shareholders transferred to the Company all of the shares of MHL held by such shareholders in exchange for (1) the issuance of 2,300,000 shares of the Company’s common stock, (2) GBP £5,345,713 (equivalent to $9,000,000) in cash consideration, (3) $11,000,000 of promissory notes, (4) GBP £6,796,303 in respect of MHL’s surplus cash and (5)  up to $5,000,000 in cash as an earn-out, if the gross profit of VIP (as calculated in accordance with the terms of the Exchange Agreement) is equal to or exceeds £12,300,000 for the twelve month period ending June 30, 2014. A description of such promissory notes is located in “—Liquidity and Capital Resources” above.


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PART II – OTHER INFORMATION





Item 6. Exhibits





ExhibitNumber

Description31.1

Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.101.INS *

XBRL Instance Document101.SCH *

XBRL Taxonomy Schema101.CAL *

XBRL Taxonomy Calculation Linkbase101.DEF *

XBRL Taxonomy Definition Linkbase101.LAB *

XBRL Taxonomy Label Linkbase101.PRE *

XBRL Taxonomy Presentation Linkbase


In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.


* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 26





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




VICTORY ELECTRONIC CIGARETTES CORPORATIONDate: April 1, 2015
By:
/s/ Brent David WillisBrent David WillisChief Executive Officer

(Duly Authorized Officer and Principal Executive Officer)Date: April 1 , 2015

/s/  Philip AndersonPhilip AndersonChief Financial Officer(Duly Authorized Officer and Principal Financial Officer)







27





EXHIBIT INDEX





ExhibitNumber

Description31.1

Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.101.INS *

XBRL Instance Document101.SCH *

XBRL Taxonomy Schema101.CAL *

XBRL Taxonomy Calculation Linkbase101.DEF *

XBRL Taxonomy Definition Linkbase101.LAB *

XBRL Taxonomy Label Linkbase101.PRE *

XBRL Taxonomy Presentation Linkbase




In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.


* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.