White Fox Ventures Inc. (AWAW)

[moneysnip]

BVAP BEING SUED - LAWSUIT DETAILS!

This one could be trouble.

1. BVAP entered into an agreement to sell its’ worldwide patent rights for $1Million. Why would they do that? The company is preaching all about their patents, and yet the outright sell them.

1. BVAP sells the worldwide patent rights for $1,000,000 and then retires debt in the about of about $660,000. Yet they allow other debt to convert and slam the stock down? It will be interesting to see their where the other +$300,000 went in the next financials.

3. These guys that are suing Breathe and Josh, are probably not the type of guys you’d want coming at you. It seems they have extremely deep pockets. They are engaged in multi-million dollar deals on the private level, and that can only mean they will come at BVAP with everything they’ve got. Theses guys seem to also be directors of numerous foundations alongside Senior Officials of th Royal Canadian Mounted Police (RCMP or FBI equivalent).


Comito owns restaurant - go here

Comito owns cafes - go here

Comito owns telecom company - go here

Comito telecom deals - go here

Conclusion:
I smell a consolidation coming. It’s the only way they will get the stock price higher in order to raise the money (at a decent level) needed for the legal actions against them.

I also see a class action lawsuit from investors for not making public material events in a timely manor. They sold the patents, don’t disclose it to the public, all along allowing investors to buy their stock while their website and social media indicates they have pending patents!


Here is the lawsuit:
https://dockets.justia.com/docket/florida/flsdce/0:2015cv62653/476002

This is where to get the files including the September agreement between the buyers and BVAP/Josh.
https://pacer.login.uscourts.gov/csologin/login.jsf?appurl=pcl.uscourts.gov/search

Here is the case filed in court:


UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA


Case No.:


GIOVANNI COMITO and PETER COMITO,

Plaintiffs,

Vs.

JOSHUA KIMMEL and BREATHE ECIG CORP.,

Defendants.
/
COMPLAINT
Plaintiffs, GIOVANNI COMITO and PETER COMITO, sue Defendants, JOSHUA
KIMMEL and BREATHE ECIG CORP., and allege:

Jurisdiction, Parties and Venue

1. This Court has subject matter jurisdiction over this matter pursuant to 28
U.S.C. § 1332.

2. This is an action for damages in excess of $75,000.00, exclusive of interest and costs, and/or the value of the claims at issue is in excess of $75,000.00, exclusive of interest and costs.

3. Plaintiff, GIOVANNI COMITO, is a citizen of Canada who maintains his domicile in Laval, Quebec, Canada.

4. Plaintiff, PETER COMITO, is a citizen of Canada who maintains his domicile in Montreal, Quebec, Canada.

5. Defendant, JOSHUA KIMMEL (“Kimmel”), is a citizen and resident of the state of Tennessee.

6. Defendant, BREATHE ECIG, CORP. (“Breathe ECIG”), is a Nevada
corporation with its principal place of business in Knox County, Tennessee.

7. Venue for this action is proper in the Southern District of Florida, because the contract at issue in this action provides that “jurisdiction for all . . . disputes shall be in Florida,” and because Plaintiffs and Defendants negotiated the contact at issue in this action in Ft. Lauderdale, Broward County, Florida, out of which Plaintiffs’ claims in this action arise.
General Allegations

8. At all times material, Breathe ECIG has been a manufacturer and
distributor of electronic vapor cigarette equipment and flavored nicotine products.

9. At all times material, Kimmel has been the President, Treasurer, and
Secretary of Breathe ECIG. At all times material, Kimmel has also been a Director of Breathe ECIG.

10. Between September 22, 2015 and September 24, 2015, Plaintiffs and Defendants met at the B Ocean Hotel in Ft. Lauderdale, Florida, for the purpose of negotiating an agreement for Defendants to sell, and Plaintiffs to purchase certain Patent Assets owned by Breathe ECIG and other considerations, in exchange for $1
million in cash from Plaintiffs.

11. During these negotiations in Florida, Defendants expressly represented to
Plaintiffs that:

a. Upon closing, Plaintiffs would acquire all rights and privileges associated with Breathe ECIG’s patent application pending with the USPTO under serial number 14/817/562 filed August 4, 2015, and “any and all other related patents as of the closing of this agreement” (the “Patent Transfer
Representation”);

b. In exchange for the payment of $1,000,000.00 from the Plaintiffs, upon the closing of the transaction, Defendants would transfer 100,000,000 shares of Breathe ECIG’s common stock to Plaintiffs, with 56,500,000 shares being delivered to Plaintiffs by Kimmel, and the remaining 43,500,000 shares being delivered to Plaintiffs by Breathe ECIG (the “Stock Transfer
Representation”);

c. Upon closing, Buyer and Seller would enter into a License Agreement covering the Patent Assets authorizing Breathe ECIG to exclusively commercialize, market, and sell products utilizing the Patent Assets in the tobacco and marijuana channels on a perpetual world-wide basis, with Plaintiffs retaining the right to commercialize, market and sell products utilizing the Patent Assets in channels other than the tobacco and marijuana channels (the “License
Agreement Representation”);

d. Upon closing, Giovanni Comito would be appointed to the Board of Directors of Breathe ECIG, as its President and Treasurer (the “Director and
Officer Representation”);

e. Upon closing, Giovanni Comito would have joint check writing authority with Kimmel with respect to the accounts of Breathe ECIG (the “Check
Writing Representation”); and

f. Upon closing, that Breathe ECIG would create a Series A preferred Stock with specific voting rights, and that Giovanni Comito would receive four (4) shares of such stock (the “Preferred Stock Representation”).

12. In reliance on Defendants’ Patent Transfer Representation, Stock Transfer
Representation, License Agreement Representation, Director and Officer Representation, Check Writing Representation, and Preferred Stock Representation, on or about September 29, 2015, Plaintiffs entered into a binding contract for the purchase and sale of certain of Defendants’ assets. A true copy of the parties’ contract is attached hereto as Exhibit A (the “Contract”). Indeed, Defendants’ Patent Transfer Representation, Stock Transfer Representation, License Agreement Representation, Closing Date Representation, Director and Officer Representation, Check Writing
Representation and Preferred Stock Representation were all memorialized in the Contract.

13. As of November 18, 2015, Plaintiffs wired the sum of $1 million to Defendants to fund the cash consideration required by the Terms of the parties’ Contract.

14. Despite demand on November 22, 2015, and November 30, 2015, and
thereafter, Defendants have failed and refused to close the Contract.

15. All conditions precedent have been performed, occurred, or been waived.

COUNT I – Claim for Specific Performance

16. Plaintiffs re-allege the allegations in paragraphs 1 through 15, above, as are more fully set forth herein.

17. This is an action for specific performance of the Contract.

18. Plaintiffs have paid 100% of the cash purchase price to Defendants for the closing of the transaction contemplated by the Contract.

19. Plaintiffs have made demand on Defendants to close the transaction contemplated by the Contract.

20. Defendants have accepted 100% of the cash purchase price owed to Defendants for the closing of the transaction contemplated by the Contract, but have failed or refused to make the conveyances described in the Contract.
WHEREFORE, Plaintiffs demand judgment that Defendants be required to perform the Contract and for damages, plus an award of costs, and such other relief as this Court deems just and proper.
COUNT II – Breach of Contract

21. Plaintiffs re-allege the allegations in paragraphs 1 through 15, above, as are more fully set forth herein.

22. Defendants breached the Contract by failing to make the conveyances described in the Contract.

23. As a result of Defendants’ breach of the parties’ Contract, Plaintiffs have been damaged.
WHEREFORE, Plaintiffs demand judgment for their damages against
Defendants, plus an award of costs, and such other relief as this Court deems just and proper.
COUNT III – Fraud

21. Plaintiffs re-allege the allegations in paragraphs 1 through 15, above, as are more fully set forth herein.

22. Defendants’ Patent Transfer Representation, Stock Transfer
Representation, License Agreement Representation, Director and Officer Representation, Check Writing Representation, and Preferred Stock Representation were false statements of material fact.

23. Defendants’ Patent Transfer Representation, Stock Transfer
Representation, License Agreement Representation, Director and Officer Representation, Check Writing Representation, and Preferred Stock Representation all contained in the parties Contract were false statements of material fact.

24. Defendants knew their Patent Transfer Representation, Stock Transfer
Representation, License Agreement Representation, Director and Officer Representation, Check Writing Representation, and Preferred Stock Representation were false statements of material fact.

25. Defendants knew their Patent Transfer Representation, Stock Transfer Representation, License Agreement Representation, Director and Officer Representation, Check Writing Representation, and Preferred Stock Representation were false statements of material fact contained in the parties’ Contract.

26. Defendants made their initial Patent Transfer Representation, Stock
Transfer Representation, License Agreement Representation, Director and Officer Representation, Check Writing Representation, and Preferred Stock Representation with the intention of inducing Plaintiffs’ to pay $1 million to Breathe ECIG.

27. Defendants made their Patent Transfer Representation, Stock Transfer
Representation, License Agreement Representation, Director and Officer Representation, Check Writing Representation, and Preferred Stock Representation in the parties’ Contract with the intention of inducing Plaintiffs’ to pay $1 million to Breathe ECIG.

28. In reliance on the Defendants’ Patent Transfer Representation, Stock
Transfer Representation, License Agreement Representation, Director and Officer
Representation, Check Writing Representation, and Preferred Stock Representation, Plaintiffs did pay $1 million to Breathe ECIG and have been injured and damaged as a result thereof.

29. At the times Defendants made their Patent Transfer Representation, Stock
Transfer Representation, License Agreement Representation, Director and Officer Representation, Check Writing Representation, and Preferred Stock Representation, Defendants had the positive intention not to perform the parties Contract, but intended to dupe Plaintiffs into paying Defendants $1 million, which Defendants have used to satisfy other creditor claims against Defendants.

30. Defendants’ positive intention not to perform the Contract at the times it was negotiated and signed is evidenced, in part, by the admission of Defendants’ attorney on December 3, 2015, that as of that date, more than 2 weeks after Plaintiffs had paid Defendants $1 million to close the transaction, said attorney had not received instructions from Defendants to even begin preparing necessary closing documents to close the transaction.

31. Defendants’ positive intention not to perform the Contract at the times it was negotiated and signed is further evidenced, in part, by the fact that Defendants have never sought approval by the Board of Directors of Breathe ECIG, despite apparently receiving Board of Directors’ approval to use Plaintiffs’ $1 million to resolve other creditor claims against Breathe ECIG.

32. Plaintiffs are entitled to an award of punitive damages against Defendants.

WHEREFORE, Plaintiffs demand judgment for their damages and punitive damages against Defendants, plus an award of costs, and such other relief as this Court deems just and proper.
Respectfully submitted,
s/ Stephen J. Kolski, Jr.

STEPHEN J. KOLSKI, JR.
(Fla. Bar No.: 856673)
Email: [e-mail]
Catlin Saxon Fink & Kolski, LLP
2600 Douglas Road, Suite 1109
Coral Gables, Florida 33134
Telephone: [phone]
Facsimile: [phone]
Attorneys for Plaintiffs