Viva Entertainment Group Inc (OTTV)

[JG305]

Black River/Viva Entertainment has recently sold a toxic convertible note. Possibly the first of many.

"On April 6, 2016, the Company closed on the $135,000 Acquisition Financing Facility pursuant to a securities purchase agreement, dated April 6, 2016 (the "Essex Securities Purchase Agreement"), with Essex Global Investment Corp, a Nevada corporation ("Essex"), for the sale of a convertible promissory note (the "Essex Note") in the principal amount of $145,000, with an original issue discount of $10,000.

The Essex Note, which is due on March 30, 2017, bears interest at the rate of 10% per annum. All principal and accrued interest on the Note is convertible at any time into shares of the Company's common stock at the election of Essex at a conversion price for each share of Common Stock equal to 55% of the lowest reported trading price of the Company’s common stock for the twenty prior trading days including the day upon which the conversion notice is received by the Company or its transfer agent. The conversion price discount will be decreased to 45% if the Company experiences a DTC "chill" on its shares. If the Company is not current within 90 days from the date of the Note, the conversion discount will increase by 20%, so that the conversion price would be 35% of the trading price as calculated above."

https://www.sec.gov/Archives/edgar/data/1479000/000126493116000368/viva10k2015.htm

According to public filings, the President of Essex is Benjamin Conde of Fairfield, NJ.

http://nvsos.gov/sosentitysearch/PrintCorp.aspx?
lx8nvq=IPJm1ijhUm2cEl03HIkcXA%253d%253d&nt7=0

In the past Mr.Conde was suspended by the NASD for securities violations.

Benjamin Conde (CRD
#2397658, Registered Principal,
Fairfield, New Jersey) submitted
an Offer of Settlement in which
he was fined $7,500, suspended
from association with any NASD
753
NASD Notice to Members—Disciplinary Actions December 2001
member in any capacity for nine
months, and required to pay
$11,700, plus interest, in restitution
to public customers. The fine and
restitution must be paid before
Conde reassociates with any
NASD member following the
suspension or before requesting
relief from any statutory disquali-
fication. Without admitting or
denying the allegations, Conde
consented to the described
sanctions and to the entry of
findings that he purchased and
sold shares of stock in the
accounts of public customers
without the prior knowledge,
authorization, or consent of the
customers.

https://www.finra.org/sites/default/files/DisciplinaryAction/p007515.pdf