WEE - CIG INTERNATIONAL CORPORATION
DISCLOSURE STATEMENT
For the year ended December 31, 2015
Prepared March 29, 2016.
All information contained in this information and Disclosure Statement has been compiled to fulfill the disclosure
requirements of OTC Markets Group, Inc.
1)
Name of the issuer and its predecessors (if any)
The Issuer’s current name is Wee-Cig International Corporation
Previously:
February 19, 1999, Power Direct Tech.com.
February 23, 1999, changed its name to PD Tech.com.
June 8, 1999 PD Tech.Com changed its name to Cardstakes.com.
January 13, 2004, Cardstakes.com changed its name to Legacy Mining Ltd. and
declared a one-for-two reverse stock split of all the outstanding common stock.
May 2, 2008, Legacy Mining Ltd. changed its name to Legacy Wine & Spirits International Ltd.
March 15, 2013, Legacy Wine & Spirits International Ltd. changed its name to Legacy Platinum Group Inc.
November 15, 2013, Legacy Platinum Group Inc. declared a one-for-nine reverse stock split of all the outstanding
common stock. On May 20, 2014, Legacy Platinum Group Inc changed its name to Wee-Cig International Corporation
2)
Address of the issuer’s principal executive offices
Company Headquarters
Address 1: 35 South Ocean Avenue
Address 2: Patchogue, NY
Address 3: 11772
Phone: 1-888-488-6882
Email: [email protected]
Website(s): www.weecig.net
IR Contact
Address 1: #806 –1288 Alberni Street
Address 2: Vancouver, B.C.
Address 3: V6E 4N5
Phone: 604-664-0499
Email: [email protected]
Website(s): www.weecig.net
3)
Security Information
Trading Symbol: WCIG
Exact title and class of securities outstanding: Common Stock
CUSIP: 948465 10 9
Par or Stated Value: $0.0001
Total shares authorized: 500,000,000
as of: December 31, 2015
Total shares outstanding: 90,872,398
as of: December 31, 2015
Total shares authorized: 500,000,000
Total shares outstanding: 90,872,398
as of: March 29, 2016
as of: March 29, 2016
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013)
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Additional class of securities (if necessary):
None.
Transfer Agent
Name: Manhattan Transfer Registrar Company
Address 1: 531 Cardens Court
Address 2: Erie, CO.
Address 3: 80516
Phone: 631-928-7655
Is the Transfer Agent registered under the Exchange Act?
Yes:
No:
List any restrictions on the transfer of security:
None
Describe any trading suspension orders issued by the SEC in the past 12 months.
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either
currently anticipated or that occurred within the past 12 months:
A Certificate of Amendment to its Articles of Incorporation was filed with the State of Nevada changing the name to WeeCig International Corporation and the CUSIP Number has changed from 524704 20 2 to 948465 10 9. This name change
did not involve a change in the issued or authorized capital of the Company. The name change was effective May 20,
2014. The Company’s trading symbol changed to “WCIG”.
4)
Issuance History
Wee-Cig International Corporation did have offerings of equity securities, including debt convertible into equity securities,
whether private or public in the last two years and any interim period.
2015 Stock Transactions – During the year ended December 31, 2015:
The Company issued 45,000,000 restricted common shares of the Company's common stock to Golden Spirit
Enterprises Ltd., a company with directors in common valued at $1,237,500 or $0.0275 per share pursuant to a
license agreement.
2014 Stock Transactions – During the year ended December 31, 2014:
The Company issued 1,500,000 restricted common shares valued at $150,000 to five shareholders pursuant to deferred
compensation agreements dated March 15, 2014.
The Company issued 25,000,000 restricted common shares valued at $2,500,000 to Wee-Cig and/or its nominees
pursuant to a licensing agreement dated March 14, 2014.
Securities that were issued in the last two fiscal years include the following:
2015 Stock Transactions – During the year ended December 31, 2015:
The Company issued 45,000,000 restricted common shares of the Company's common stock to Golden Spirit
Enterprises Ltd., a company with directors in common valued at $1,237,500 or $0.0275 per share pursuant to a
license agreement.
2014 Stock Transactions – During the year ended December 31, 2014:
The company issued 1,500,000 restricted common shares valued at $150,000 to five shareholders pursuant to deferred
compensation agreements dated March 15, 2014.
The company issued 25,000,000 restricted common shares valued at $2,500,000 to Wee-Cig and/or its nominees
pursuant to a licensing agreement dated March 14, 2014.
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013)
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5)
Financial Statements
The following documents filed March 29, 2016 are incorporated by reference:
December 31, 2015 year end unaudited financial statements.
6)
Describe the Issuer’s Business, Products and Services
Wee-Gig International Corporation was incorporated on February 19, 1999 in the State of Nevada as Power Direct
Tech.com. It has a December 31 year end. Our primary SIC code is 2100.
Wine Sector
On May 5, 2008, the Company signed an agreement with Legacy Wine and Spirits Merchants Ltd (“Legacy Merchants”) a
Hong Kong based Company, for the rights to a fifteen (15) year general license to import, bottle, blend, manufacture and
distribute wine and spirits in China. The agreement did not take effect until the Company completed its name change,
which was completed on May 27, 2008. Legacy Merchants was issued 1,000,000 restricted shares of the Company’s Rule
144 stock valued at $960,000 for the rights to the aforementioned license through its agreement with Beijing Nine
Dragons Winery Co. Ltd (“Nine Dragons”) a China based company. Through Legacy Merchants and its agreement with
Crown Star Holdings Ltd, an alcoholic beverage sourcing company with offices in Canada and Hong Kong, the Company
has access to a wide selection of fine wine and spirits.
The Company opened one wine and spirits retail stores to be located in Tianjin, China in December, 2008. The store is
approximately 1,900 sq. ft. and named “Legacy Wine and Spirits” and will initially stock imported red and white wines as
well as a selection of spirits from Bronco winery in California, USA. This initial store will be a flagship model for a
franchising plan designed to further broaden the Company’s distribution facilities and gain further market awareness and
penetration of the Legacy brand. Once the Legacy retail stores have been established, the Company will exercise its First
Right of Refusal to start-up its manufacturing facility in Beijing through Legacy Merchants agreement with Nine Dragons.
Intangible assets include the following:
December 31, 2015
Description
15 year general license to acquire & distribute wine & spirits in China
Website development, branding and labeling costs incurred
Less: accumulated amortization
Less: write-down of intangible assets
Adjusted balance
$
$
960,000
65,100
(146,415)
878,685
(872,225)
6,460
December 31, 2014
$
$
960,000
65,100
(145,405)
879,493
(872,225)
7,268
E-Cigarette and Vaporizer Sector
On March 14, 2014, the Company signed an agreement with Wee-Cig (USA) Ltd. (“WCIG USA”) a Nevada based
Company in the e-cigarette and vaporizer product industry, for the rights to a twenty-five (25) year general license to
manufacture and market the entire Wee-Cig product line worldwide and in exchange, Wee-Cig issued 25,000,000
restricted common shares of the Company’s common stock valued at $2,500,000 to Wee-Cig and/or its nominees. The
Company also has the option to retain Wee-Cig’s sales force and prospective customer list at a later date, the terms to be
determined at that time.
Wee-Cig is in the business of designing, developing, manufacturing and marketing high quality e-cigarettes and
vaporizers which are self-branded using state-of-the-art electronic technology. The Wee-Cig products will allow
consumers to vaporize dried herbs such as mullein, raspberry leaves, cat nip, and sage, these herbs can help to quit
smoking, ease stress and even help inflamed or infected lungs. E-cig mixtures can be very vague, but they have
tremendous possibilities. All of the possible additives such as natural herbs, tobacco, nicotine, and flavoring can be
liquefied in order to produce a mixture of your choosing for taste and enjoyment. These cartridges also have the ability to
strengthen or weaken the nicotine content to the user’s preference or to leave it out completely. Two primary products of
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013)
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Wee-Cig are the Wee-C and the Wee-T which are both very sleek looking, clean to use and more powerful and
economical than its competitors.
Amortization will be recorded over the estimated useful life of the assets using the straight-line method for financial
statement purposes. The Company commenced amortization in April, 2014, once the economic benefits of the assets
began to be consumed and the related revenues are recorded.
Intangible assets include the following:
December 31, 2015
Description
25 year general license to manufacture and market the entire Wee-Cig product line
worldwide
Less: accumulated amortization
Adjusted balance
$
$
2,500,000
(175,000)
2,325,000
December 31, 2014
$
$
2,500,000
(75,000)
2,425,000
Vapor Spirits Novelty Products Sector
On April 27, 2015, the Company entered into a related party intellectual property assignment agreement with Golden Star
Enterprises Ltd. (Golden Star), an alcohol vaporization products company, whereby the Company issued 45 million
restricted common shares of its $0.0001 par value shares to Golden Star in exchange for 100% of the worldwide
manufacturing and distribution rights of Vapor Spirits, the branded alcohol vaporizing product line. The acquisition is
valued at $1,237,500 and Wee-Cig and Golden Star are affiliated companies due to their common directors Golden Star
will effectively be the largest shareholder of the Company with a 49.5% interest. The Company must adhere to the
provisions of the original licensing agreement dated April 4, 2014, between Golden Star and Vapor Spirit International
Corporation
Vapor Spirit is in the business of designing, manufacturing and marketing high quality alcohol vaporizers which are selfbranded using custom unique glass and metal designs. Vapor Spirit will allow drinkers to vaporize alcohol creating a truly
new and unique consumption experience whereby the drinker will inhale the spirits rather than drink it. The Vapor Spirit
products highlight flavor profiles, while removing unwanted impurities and calories from the alcohol and virtually gives the
drinker no hangover. The Company determined that the intangibles have an estimated remaining useful life of 24 years
and will be reviewed annually for impairment. Amortization will be recorded over the estimated useful life of the assets
using the straight-line method for financial statement purposes. The Company commenced amortization when the
economic benefits of the assets began to be consumed in April 2015. Amortization will be recorded over the estimated
useful life of the assets using the straight-line method for financial statement purposes.
Intangible assets include the following:
Description
December 31,
December 31,
2015
24 year general license to design, manufacture and market the entire Vapor Spirit
product line worldwide
$
Less: accumulated amortization
Balance
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013)
1,237,500
2014
$
(34,376)
$
1,203,124
-
$
-
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Other Business:
.A Letter of Intent (“LOI”) dated February 7, 2013 was signed with Mojave Gold Corporation (“Mojave”) of Largo, Florida.
The LOI allows for Legacy to have the right to earn up to a 30% interest in Target #1(Kaburi Anorthosite) of Mojave’s
PGM Project in their Platinum/Palladium licenses in Guyana. The arrangement also calls for an exchange of shares for
both companies and a cash commitment from Legacy to Mojave for the Target #1 work program. A refundable deposit of
$25,000 was paid to Mojave and the Company has decided it will not pursue this project and has written-off the deposit.
7)
Describe the Issuer’s Facilities
We do not own any real property.
As of August 1, 2015, the Company has leased 1,250 sq. ft of office space from Holm Investments Ltd. at $2,500.00 per
month for a period of 3 years, with an option to renew. As of July 1, 2015, the Company has sub-leased a portion of 1,700
sq. ft. of store space from Splash Water Solutions Canada Ltd. at $1,137.50 per month for a period of one year, with an
option to renew. The 5 year payment schedule totaling $281,250 is as follows:
2016
$43,650
2017
$43,650
2018
$43,650
2019
$43,650
2020
$43,650
Wee-Cig International Corporation principal corporate offices are located at 35 South Ocean Avenue
Patchogue, NY, 11772 Phone – 1 888 488 6882; Fax – 1 888 265 0498
8)
Officers, Directors, and Control Persons
Our directors and principal executive officers are as specified on the following table as of December 31, 2015:
Name and Address
Age
Position
Date of Appointment
----------------------------------------------------------------------------------------------------------- ----------------Jaclyn Cruz
31
President & Director & CEO
November 18, 2008
Matt Kelly
31
Secretary, Treasurer
& Director & CFO
February 1, 2012
The directors listed above have not in the last 5 years have not been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding
2.The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent
jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in
any type of business, securities, commodities, or banking activities;
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission,
the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or
commodities law, which finding or judgment has not been reversed, suspended, or vacated
4.The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise
limited such person’s involvement in any type of business or securities activities.
The following table sets forth certain information regarding the beneficial ownership of our common stock as of December
31, 2014, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of
common stock, each of our directors and named executive officers, and all of our directors and executive officers as a
group.
Name of
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013)
Amount of common
Percent of Class
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Title of Class
Beneficial Owner
post-split shares held
Common Stock
-----------------------------------------------------------------------------------------------------------------------------------------------------------Jaclyn Cruz
President/.Director/CEO
P.O. Box 63
Farmingville, New York
11738
2,778
0.0001%
Matt Kelly
123 Van Horne Ave.
Secretary /Director /CFO
Holbrook, New York
(appointed February 1, 2012) 11741
2,777
0.0001%
All directors and Officers as a group
5,555
0.0002%
Jaclyn Cruz and Matt Kelly are also officers & directors of two other public companies:
Bravo Enterprises Ltd. – OTCBB: OGNG
Golden Star Enterprises Ltd. – OTCPK: GSPT
Our directors and principal executive officers are as specified on the following table as of February 1, 2016:
Jaclyn Cruz and Matt Kelly resigned on February 1, 2016 to pursue other interests and Keir MacPherson was
appointed as the new President and CEO. Keir MacPherson has not been subject to any of the items 1-4 listed
above in the last 5 years. He holds no shares in the Company as of March 29, 2016.
9)
Third Party Providers
Legal Counsel
Name: Wani Manly
Firm: W. Manly, P.A.
Address 1: 1101 Brickell Ave., 8th Floor, South Tower
Address 2: Miami, Florida 33131
Phone: 786.766.1818
Email: [email protected]
Accountant
Name: John MacAskill, B.Comm., CGA
Firm: Self
Address 1: #806 – 1288 Alberni Street
Address 2: Vancouver, B.C. V6E 4N5
Phone: 604-664-0499
Email: [email protected]
Investor Relations Consultants
Name: Compte De Sierge Accomodative Corp. Limited
Firm: N/A
Address 1: #1604 – 1450 W. Georgia Street
Address 2: Vancouver, B.C. V6G 2T8
Phone: 604-720-2722
Email: [email protected]
Name: Arcade Investments Ltd.
Firm: N/A
Address 1: 6490 W. Desert Inn Road
Address 2: Las Vegas, Nevada 89146
Phone: 702-253-7499
Email: [email protected]
Other Advisors
Consultants
Name: Charlton Investments Ltd.
OTC Markets Group Inc.
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Firm: N/A
Address 1: 6490 W. Desert Inn Road
Address 2: Las Vegas, Nevada 89146
Phone: 702-253-7499
Email: [email protected]
Name: 1063244 Alberta Ltd.
Firm: N/A
Address 1: 5129 142nd Street NW
Address 2: Edmonton Alberta, T6H 4B6
Phone: 604-880-7308
Email: [email protected]
Name: Justin Liu
Firm: N/A
Address 1: 5129 142nd Street NW
Address 2: Edmonton Alberta, T6H 4B6
Phone: 604-313-3521
Email: [email protected]
10)
Issuer Certification
I, Keir MacPherson certify that:
1. I have reviewed this disclosure statement as at December 31, 2015 of Wee-Cig International Corporation.
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference
in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash
flows of the issuer as of, and for, the periods presented in this disclosure statement.
Signed this March 29, 2016
/s/: Keir MacPherson
President and CEO
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013)
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