Replies to post #9224 on White Fox Ventures Inc. (AWAW)

[diannedawn]

So the Group 10 note just kept sticking in my mind...cuz I remember that name from TAUG,
but didn't recall seeing it here before...
"Group 10 Holdings Convertible Note
On June 10, 2015, the Company entered into a Convertible Debenture with Group 10 Holdings, LLC (“Group 10”) in the principal amount of $96,000 with a maturity date of June 10, 2016 (the “Group 10 Note”). The note is currently accruing interest at 18% per annum. Pursuant to the terms of the Group 10 Note, at any time Group 10 may convert any principal and interest due to it at the lesser of (a) 40% discount to the lowest closing bid price of the common stock for the twenty trading days prior to the conversion notice or (b) $0.06. However, the discount rate increases to 75% in the event the Company’s stock price falls below $0.01. Additionally, the discounts will be adjusted on a ratchet basis in the event the Company offers a more favorable discount rate during the term of the Group 10 Note. The Company currently does not have the right to prepay the Group 10 Note without the consent of Group 10.

As of the date of the filing, there is currently $106,795 principal, accrued but unpaid interest and penalties still outstanding under the Group 10 Note. Currently, the Group 10 Note is accruing a $1,000 penalty every business day as a result of the Company’s inability to reserve the number of Shares required under the Group 10 Note, as noted below.

Based on the Company’s closing stock price of $0.0014 on February 3, 2016 and the 75% discount, the Company would be required to issue an additional 305,128,571 shares of its common stock under the Group 10 Note. If the Company’s stock price continues to fall, this amount will increase, perhaps substantially and cause additional material dilution. Additionally, the Company is required to reserve five times the number of shares of Common Stock currently underlying the Group 10 Note, which as of the filing date is approximately 1,525,642,855 shares of Common Stock. The Company will only be able to comply with this provision if Authorized Share Increase Amendment is approved."
AS IT WAS FILED IN THE PROXY...http://www.sec.gov/Archives/edgar/data/1506503/000141588916004637/bvappre14a_feb2016.htm

If you look back to June...
There was only ONE 8K filed...http://www.sec.gov/Archives/edgar/data/1506503/000121465915004759/0001214659-15-004759-index.htm
NO MENTION OF A GROUP 10 NOTE...

In the Q...which covers through June 30th
http://www.sec.gov/Archives/edgar/data/1506503/000141588915002748/bvap10q_june302015.htm
"NOTE 5- CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES"
There you can find
"On June 8, 2015, the Company entered into a 10% convertible redeemable note payable with an investor in the amount of $100,000. The gross amount of the note is $100,000, with net proceeds received of $96,500. The $3,500 represents legal fees. This note matures on June 8, 2016. The note will also bear interest at 10%, compounded annually. The maturity date of this note is one year from execution. The note may be converted, in whole or in part, into shares of the Company’s common stock. The conversion price will be the lower of closing price of the common stock on the principle market on the training day immediately preceding the closing date or 35%, equivalent to a 65% discount, of the lowest trading price of the Company’s common stock during the 20 trading days prior to conversion. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 24%.

The note may be prepaid according to the following schedule: Between 1 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.

On June 10, 2015, the Company entered into a 12% convertible redeemable note payable with an investor in the amount of $82,500. The gross amount of the note is $82,500, with net proceeds received of $75,000. The $7,500 represents an Original Issue Discount. This note matures on May 22, 2016. The note will also bear interest at 12%, compounded annually. The maturity date of this note is one year from execution. The note may be converted, in whole or in part, into shares of the Company’s common stock. The conversion price will be the lower of 60%, equivalent to a 40% discount, of the lowest trading price of the Company’s common stock as of the date of conversion notice or $0.06 per share. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 18%.

The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 125% of face value plus accrued interest. Between 31 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may be prepaid for 145% of face value plus accrued interest.

As consideration for the holder’s commitment to purchase this debenture, borrower issued to holder 600,000 shares of the Company’s common stock. These commitment fee shares have been earned in full upon holder’s purchase of this debenture; none of the commitment fee shares will be returned in the event of prepayment of the note."


The first would SEEM to be the Group 10 note...
But notice the differences in the terms?
The second note, listed as "June 10", is WHO???
Apparently, it was yet another note that the shareholders never heard about.

At least not until 2015-08-14...when the Q was filed...LOL...
WHAT A JOKE!

Did Mr. BSeth REALLY say

solidus370 Wednesday, 01/27/16 01:55:34 PM
Re: diannedawn post# 28032
Post # of 28267

I am 100% transparent and ALWAYS have the best interests of shareholders at heart.

OMG...ROTFLMAO...
Hey BSeth..I know...you were not CEO at the time, but weren't you suppose to be "working tirelessly"???

If you REALLY gave a crap about the SHAREHOLDERS
DON'T YOU THINK THAT INCLUDES TELLING THEM ABOUT THINGS LIKE THIS???
I guess you must have tried REALLY HARD to convince Kimmel of his disclosure responsibilities ...and failed???
Or???

Didn't you also say...

Ive never seen such a hard working management team in my life. I'd give their work ethic and efficiency, very high grades.

and

Josh Kimmel deeply cares about shareholders and has an enormous level of integrity

I am very excited for JUNE 2015 for BVAP. Culmination of hard work, integrity, courage, talent, execution, and excellent timing.

YOU'RE AS BIG A JOKE AS KIMMEL!
RESIGN.