Replies to post #45170 on APT MotoVox Group Inc. (MTVX)

[RickNagra]

Good post. I bought more today at $0.0122 about 96,000 shares. I know not much as some of you guys but it's all I can afford.

[MOangler]

nothing to disagree with in your post. For me questions are about decision making, management of capital and matching delivery commitment to current production capacity.

Was it today the problem with quality control delaying deliveries came up? I was discouraged to hear that. In isolation it happens, in the broader context of the quality of corporate decision making it is a concern.

It is all a part of DD to ask these questions. It is DD not bashing.

[diannedawn]

I think you are way off with certain facts...

I'm not saying that I agree with their business strategies, but at the end of the day I'm glad that APT is doing away from them. At the time that APT took this loan, they weren't a public traded company hence they couldn't swap for common stocks, therefore instead they gave Ironridge collateral in forms of assigning their receivables. It is such a relieve that APT is ending that and taking back control of their own receivables.

Please read some of the court docs that I provided here
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=101023308

http://www.scribd.com/doc/219962999/lacourt1
http://www.scribd.com/doc/219963036/lacourt2
http://www.scribd.com/doc/219963271/lacourt3

The chain of events is far different than what you have laid out...

1. APT (then a privately held company) arranged a "revolving line of credit" with TCA Global Credit Master Fund.
The credit line was done back on Dec 31, 2013, becoming effective January 2014.
(this was known...Shyster Schissler brags about it on his Pyrenees page...this page was blank a couple of days ago...it's now back in all its glory *cough*)
"APT MotoVox – Completed a $9,000,000 revolving bank line of credit facility.*,**
*Pyrenees Investments responsibility in the transaction is solely in a financial advisory role, and only provided introduction of our clients to the capital provider.
**Matthew Schissler, Managing Member of Pyrenees Investments, LLC, received restricted common stock as partial compensation for consulting with the Company."
http://pyreneesinvestments.com/transactions
TAKE A LOOKY AT THIS NEW LINE>>>"APT MotoVox (FROZ) – Completed a $2,377,000 in a trade payables purchase agreement and $537,000 in convertible loan facilities. *,**
GOSH! Shouldn't we all just be SO happy to have Mr. Matt full of Schissler "consulting" with APT!!!

You can find the terms of that TCA deal in the exhibits in doc #3.

TCA is the one that had the "lock box" provision that APT wished to get out of...(see page 14-16 of exhibit 1)
WHY did they agree to this deal just 4 months ago, blow through $2M in "credit" in that 4 months;
then decide they didn't like this after all...so they paid a prepayment penalty of 50K to pay it off early?
Oh and they diluted the crap out of the stock,
by having this "debt settlement" deal with IronRidge?
All becuz they didn't want their receivables going to a lock box account???
...That's the STORY...

2. IronRidge came on the scene in April...they bought the debt from TCA on April 16, to get APT out of the "lock box" deal...pay off amount $2,357,000.
(there was another $90K paid off with this IronRidge "trade payables purchase agreement" that Schissler is taking credit for, as seen above.)
That money went to "Greg Traina at Meyers Associates"...
as a "finder's fee".
Wait...doesn't Schissler claim APT paid him for that TOO???
"**Matthew Schissler, Managing Member of Pyrenees Investments, LLC, received restricted common stock as partial compensation for consulting with the Company."

So now APT does not have their 9M line of credit anymore...
HuH...
GUESS HOW THEY PLAN TO FUND THINGS NOW!!!
Schissler makes it pretty CLEAR...
"and $537,000 in convertible loan facilities."

AWESOME!!! Death spiral financing with the likes of Tangiers!
YuP!!! and it's already started!!!
"On April 4, 2014, Frozen Food Gift Group, Inc. issued a convertible promissory note in the amount of $75,000 to WHC Capital, LLC. The Company is to pay the principal amount plus 12% interest on April 4, 2015, to the extent such principal amount and interest has not been repaid or converted into the Company's Common Stock.

On April 14, 2014, Frozen Food Gift Group, Inc. issued a convertible promissory note in the amount of $577,500 to Tangiers Investment Group, LLC. The Company is to pay the principal amount plus 8% interest on April 14, 2015, to the extent such principal amount and interest has not been repaid or converted into the Company's Common Stock.

On April 14, 2014, Frozen Food Gift Group, Inc. issued a convertible promissory note in the amount of $180,000 to Tangiers Investment Group, LLC in exchange for a portion of a $577,500 convertible promissory note issued on April 14, 2014. The Company is to pay the principal amount on April 14, 2015, to the extent such principal amount and interest has not been repaid or converted into the Company's Common Stock."

http://www.sec.gov/Archives/edgar/data/1486526/000135448814001939/froz_8k.htm

Yet people are claiming that APT is "debt free", or will be "debt free by June"???

Total and complete HOGWASH!!!

[diannedawn]

You directed me to this page
http://finra-markets.morningstar.com/MarketData/CompanyInfo/detail.jsp?query=10:0P0000VWWD
...said "Finra is always on top of their reporting."

Hhmmm... do you not see a blatant error on that page?
Now click on their other pages for FROZ...
see any more errors?
(and no, I'm not even referring to their still thinking this has anything to do with ice cream!)
"on top of their reporting"? The site is "powered by Morningstar"...its not information directly from FINRA.

We are at an impasse with this topic...
No one will believe that IronRidge received 435M shares until they see it in a 10Q under "share issuances".
And I will not believe they only got 202,937,000, until I see it there!
But if you read my CBAI example below, you will find the VERY SAME set of circumstances!
1. IronRidge 13G with the same type of wording
2. Court docs saying the larger amount to be issued
3. Later filing by CBAI saying the larger amount WAS issued to IronRige, when IronRidge's 13G "reported" a smaller amount with "see item 4" wording.

THE FACTS DON'T LIE!!!

It's possible that we may find out in the Subsequent Events of this coming Q...
or we may have to wait longer...
TIC TOC.

Lets move on.
People are thinking there is a "cap" on the number of shares that IronRidge can receive.
"Remember the settlement agreement says clearly that up to 435 million shares, but based on the stipulations, it feels that initial awarding of 202,937,000 based on the closing pps on 4/21 of $0.0182 was enough to satisfy the claim amount. Because of how the pps dropped, your assumption that more will be going to Ironridge is an absolute correct assumption, but again its an assumption that is not a fact yet. We will see another SC 13G for sure on additional allocation of common shares due to the low pps last week. But the additional allocation we know for a fact must be at or under 232,063,000 because that's the balance and max additional allocation left from the total 435 million."
The above quote is not the only example.
It has been stated several times here.
I am not alone in disagreement with those statements.

The only "cap" on the amount of shares IronRidge can receive, is that they can not be issued more than 9.9%. "at any one time"
Great...
Except, first of all, the "9.9%" keeps changing as more shares are issued!
example: 9.9% of 1000 shares is 99 shares
issue 1000 more shares... now 9.9% of 2000 (the total shares out) is 198 shares.

The more shares FROZ/APT keeps issuing to IronRidge (or anyone else),
the larger the # of shares of shares that constitutes "9.9%" is.

Secondly, note the wording...
"IV is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of the issuer’s total outstanding shares at any one time."
http://www.sec.gov/Archives/edgar/data/1486526/000114420414024318/v375566_sc13g.htm

So if IronRidge SOLD what ever number of shares they initially received;
they no longer "beneficially own" those shares, right?
If they sold them ALL, their % would be 0...
They could receive up to "9.9%" MORE shares of whatever the O/S is THEN!

If anyone does not believe this, look at ANY of the IronRidge "deals" out there.

This is one of the more OUTRAGEOUS:
BORK is still in the "calculation period" over a year later!
08/30/12; Ironridge Global IV, Ltd; 35,000,000; Shares for debt
03/07/13; Ironridge Global IV Ltd; 8,500,000 Shares for debt
08/02/13: Ironridge Global IV Ltd; 15,000,000 Shares for debt
10/10/13: Ironridge Global IV Ltd; 19,000,000 shares for debt
12/20/13: Ironridge Global IV Ltd; 14,000,000 shares for debt

These were their terms
"On August 22, 2012, Bourque Industries, Inc. and Ironridge Global IV, Ltd. settled $778,624 in current accounts payable of the Company, in exchange for shares of Company common stock. Ironridge recently agreed to purchase the payables from Company creditors for full face value in cash,

Pursuant to an order approving stipulation for settlement of claims, Ironridge is entitled to receive 250,000 Bourque common shares, plus that additional number of shares which have an aggregate “agreed” value equal to the debt amount, plus third party agent fees in the amount of ten percent, plus reasonable attorney fees, divided by a price per share equal to a 20% discount to a calculated Bourque “formula” share price.
The formula share price is based upon the volume weighted average price of the Company’s common stock over that number of consecutive trading days following the date of receipt of an initial advance of shares, required for the total aggregate trading volume of all Company shares traded on the over-the-counter market to exceed $5 million. In calculating total aggregate trading volume, each daily volume used is not to exceed the arithmetic average of the individual daily volume weighted average prices of any five trading days during such period.
By way of example only, if the Company’s average trading volume were $50,000 per day, the calculation period would be 100 days. If the volume weighted average price of the Company’s common stock during that period were $0.12 per share (which was the closing share price on August 22, 2012), and the arithmetic average of the individual daily volume weighted average prices of any five trading days during such period were also $0.12 per share, then Ironridge would be entitled to retain a total of 9,333,560 shares in exchange for settling $778,624 in debt. Based on a $0.12 per share assumed value, the Bourque Common shares received would have a $1,120,027 value, and would be received as full compensation for the $778,624 debt extinguished.
In connection with the transaction, Ironridge is prohibited from receiving at any one time shares of common stock that would cause it in the aggregate with other shares then held, to be deemed to beneficially own more than 9.99% of the Company’s total outstanding shares. Ironridge received as an advance, an initial issuance of 35,000,000 shares, which is equal to 9.99% of the total outstanding shares after such issuance. Based on the above example, Ironridge would be required to return 25,666,440 of these shares advanced to the Company for cancellation at the end of the formula calculation period. If the stock price during the calculation period were higher, it would be required to return more shares. If it were lower, Ironridge may be entitled to return fewer shares or to be issued more shares. The final number of shares to be retained by Ironridge will not be calculated until the end of the calculation period.
Ironridge agreed not to hold any short position in the issuer’s common stock, and not to engage in or effect, directly or indirectly, any short sale until at least 180 days after the end of the calculation period, and it is prohibited from doing so. This provision means that Ironridge can only trade advanced shares it reasonably appears to have earned under the formula; it could not trade all 35 million shares unless there was a very sizable drop in the Bourque share price in the market. Ironridge also cannot vote any shares of common stock, exercising any dissenter’s rights, execute or solicit any proxies, or engage or participate in any plans relating to any extraordinary corporate transaction or change of control.
The shares were issued without registration under the Securities Act of 1933, as amended, pursuant to the exemption from registration provided by Section 3(a)(10) of the Act, as securities issued in exchange for one or more bona fide outstanding claims or property interests, where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court, or by any governmental authority expressly authorized by law to grant such approval. As a result, the shares are free trading and not restricted shares.
As of the date of the issuance of these financial statements the final accounting for the stock issued to settle debt was not yet completed or due from Ironridge, but a total of 81,500,000 common shares have been issued by the Company to Ironridge under this Agreement to date."

Schissler had a hand in that too.
"Bourque Industries (BORK) – Completed approximately $1M financing in trade payables purchase. A seat on the Board of Directors was appointed in March 2013.*, **"

Even CBAI paid through the nose!
(yet another IronRidge/Schissler "deal"...he was CEO of CBAI at the time this "deal" was done)
http://www.sec.gov/Archives/edgar/data/1289496/000114420411050352/v233675_sc13g.htm
"4,933,843* (See Item 4)" WoW! the very same wording!
ITEM 4: "Pursuant to an Order Approving Stipulation for Settlement of Claims between Ironridge Global IV, Ltd. (“IV”) and the issuer on August 17, 2011, in settlement of $260,695.20 accounts payable of the issuer owned by IV, IV is entitled to 100,000 shares of the issuer’s common stock plus that number of shares equal to the claim amount and reasonable attorney fees divided 70% of the volume weighted average price as reported by Bloomberg over a period of time beginning on the date shares are received into IV’s account and ending on the date on which the aggregate trading volume of the issuer’s common stock is equal to $1,042,708.80. Based on the issuer’s $0.08 closing share price on August 26, 2011, that would equate to approximately 4,933,843 shares. At no time may the reporting persons collectively own more than 9.99% of the total number of shares of common stock outstanding.

For purposes of calculating the percent of class, the reporting persons have assumed that there were a total of 81,762,984 shares of common stock outstanding immediately prior to the issuance of shares to IV, such that 4,933,843 shares issued to IV would represent approximately 5.7% of the outstanding common stock after such issuance."

The CBAI court docs said they were to get 7M shares...
http://www.scribd.com/doc/150613778/1120730J4375-3


Now look at what exactly was issued and WHEN!
"The following issuances were made by the Company under an exemption pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, pursuant to the facts as detailed herein:

In August of 2011, Ironridge Global IV, Ltd. (“Ironridge”), the holder of certain claims against the Company in the amount of $260,695.20 due for services provided to us which had not been paid, filed a complaint against us in Superior Court of California, County of Los Angeles. On August 17, 2011, the Court approved our settlement of the complaint in exchange for issuing 7,000,000 shares of our common stock pursuant to Section 3(a)(10) of the Securities Act of 1933 as amended. In accordance with the approved settlement, the number of shares to be issued to Ironridge was subject to adjustment. In accordance with the settlement, the Company issued 7,000,000 shares to Ironridge on August 17, 2011, and an additional 2,179,018 shares on November 4, 2011, pursuant to the adjustment required under the settlement agreement.'

WoW! JUST LIKE HERE!!!

SHYSTER Schissler FAILED to issue an 8K for this CBAI MATERIAL EVENT and a LEGAL PROCEEDING at all!
His IR for CBAI(at that) was Paul Knopick.
Pauly was asked by a shareholder to explain the IronRidge filing.
He refused, saying he "couldn't comment" etc.
At that time Pauly K was posting on iHub, and on the CBAI board.
He wouldn't answer questions about the IronRidge and FAILED to correct the multiple mis-statements.
He later excused his behavior by saying he could only tell investors what the COMPANY ALLOWED him to say.

Note that IronRidge filed this recently:
http://www.sec.gov/Archives/edgar/data/1289496/000114420412008735/v302581_sc13ga.htm
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following box: X"

The fact that Matty full of Schissler and his cohorts (like Pauly)
are here is a BIG red flag.
The fact that one of the first things APT did as a newly minted public company was to crawl into bed with IronRidge is another...