×

Global Future City Holding, Inc. Announces Closing of EGD Spinoff and Withdraws Request for No-Action Letter

IRVINE, Calif., Oct. 9, 2015 (GLOBE NEWSWIRE) -- Global Future City Holding (OTCQB:FTCY) (the "Company") announced a change in its future business plans today. FTCY had previously focused on integrating the crypto-asset, E-Gold ("EGD"), into its business plan by requesting a No-Action position by the Securities Exchange Commission. Today the Company announced the withdrawal of the Request for No-Action Relief Letter. The Company determined that it would not proceed with the proposed activities outlined in the Letter.

Concurrently, the Company announced the submission of a Post-Effective Amendment to the Company's Registration Statement, filed on October 8, 2015. The Amendment detailed an agreement entered into by the Company with GX-Life Global, Inc. a Nevada corporation. The Company via its wholly-owned subsidiary Global Modern Enterprise Limited, a Hong Kong Entity (the "EGD Subsidiary") entered into a Share Exchange Agreement with GX-Life Global, whereby the Company spun-off 100% of its ownership interest in the EGD Subsidiary and 4,000,000 EGD in exchange for 100% of the outstanding common stock of GX-Life Global.

In a related transaction, on October 2, 2015, pursuant to a Private Stock Purchase Agreement, the former shareholders of GX-Life Global sold 100% of their ownership interests in the EGD Subsidiary acquired in the Share Exchange Agreement and $600,000 USD to Company shareholders Future Continental Limited, Discover Future Limited, and Global Future Development Limited (the "Controlling Shareholders"). The former shareholders sold their interests in exchange for 21,280,000 shares of the Company's common stock that the Controlling Shareholders previously acquired in that certain Stock Purchase Agreement with Sky Rover (the "Sky Rover SPA") which closed on April 17, 2015 and was disclosed pursuant to a Current Report on Form 8-K dated April 20, 2015 (the "Private Stock Purchase Agreement") (collectively, the "Transactions").

As a result of the Transactions, much of the Sky Rover SPA has been effectively unwound and the 4,000,000 E-Gold crypto-assets are no longer owned or controlled by the Company or any of its subsidiaries.

In addition, the Transactions effectuated a change in control of the Company, as the former shareholders of GX-Life Global acquired 21,280,000 shares of the Company's common stock representing an aggregate voting power of 45.9%. Individually, however, (i) Michael Dunn acquired an additional 24.1% voting power of the Company's common stock, (ii) Ning Liu acquired 2.6% voting power of the Company's common stock, and (iii) Masuya Tomoe acquired an additional 26.65% voting power of the Company's common stock. The former shareholders of GX-Life Global are all unaffiliated from one another, and none of them have a beneficial interest or hold any ownership interest in each other's entity and disclaim status as a "group" as defined by SEC Rules. These shareholders will file the requisite beneficial ownership forms with the SEC regarding the acquisition of their shares.

About GX-Life Global, Inc.

GX-Life Global is in the process of developing a robust, scalable platform to support multi-level marketing ("MLM") opportunities throughout the world that will be traded on an Alternative Trading System. The state of the art platform is intended to replace the Company's previous interest in EGD. GX-Life Global plans to replace EGD with "G-Coins" which are an open source digital security that functions as a store of value and a medium of exchange. These coins are being registered by Great Coin, Inc., a Nevada corporation. GX-Life Global plans to deploy the G-Coins it acquires from Great Coin by distributing them to members of their MLM program community as loyalty points for the members' participation in the MLM program. Members of GX-Life Global will be able to redeem their status points, reward points, and status reward points for G-Coin at 100% of their points' dollar value. Each member of the MLM program will be issued a GX-Life Global-branded debit card and a separate wallet that holds G-Coins. Additionally, holders of G-Coin will be able to use their G-Coins to purchase products offered by GX-Life Global.

About Global Future City Holding Inc.

Global Future City Holding Inc. is a holding company focused on implementing an EB-5 immigrant investor program for foreign investors who are interested in acquiring lawful permanent residence in the United States, and the marketing and deployment of its MLM loyalty-based retail program. The Company plans to focus its initial efforts on acquiring qualified investment projects that are aligned with the recently acquired EB-5 Regional Center and launching the MLM program with an impending registered digital currency.

Information about Forward-Looking Statements

This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: the Company pursuing digital currency, which could have fluctuations in demand and pricing, the introduction and impact of new competitive products or digital currency, the Company's ability to acquire and maintain customer strategic business relationships in the MLM space, growth in targeted markets, and other information that may be detailed from time-to-time in the Company's filings with the United States Securities and Exchange Commission. For a more detailed description of the risk factors and uncertainties affecting the Company, please refer to the Company's recent Securities and Exchange Commission filings, which are available at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT: Global Future City Holding, Inc. Michael R Dunn CFO/COO Office: (949) 582-5933 Email: miked@fittmail.comSource:Global Future City Holding, Inc.