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rawman

02/08/16 8:08 PM

#9228 RE: diannedawn #9227

The BVAP investors are going to get "slaughtered"! The PRE 14A only talks about the two convertible notes, but this doesn't even come close to covering BVAP's debt obligations. For example one has gotta believe the Comitos will get a sizable pile of shares! There ain't no way Seth Shaw is going to leave them "holding the bag"!

Can you believe the Group 10 terms and conditions? An 18% interest rate is not shocking, but a conversion factor of 75% OFF the LOWEST CLOSING BID PRICE OVER THE PREVIOUS 20 TRADING DAYS IS UNREAL! It appears that whoever lined up this funding was definitely not dissuaded by hugely TOXIC TERMS! Think about it! This says that Group 10 will receive 4 shares, despite the payoff only being worth 1 share! SIMPLY, THE EFFECTIVE DILUTION IS QUADRUPLED! Also, as was pointed out in the 8-K, BVAP is currently obligated to pay Group 10 a $1000 penalty every business day until the Authorized Share count increase is approved. The shareholder vote doesn't happen until March 15, so every single day, given the Group 10 conversion terms, BVAP will be obligated to deliver $4000 worth of common shares until March 15, 2016! Counting from Monday, February 8, the penalty clause stipulates that BVAP will deliver $100,000 in shares to cover the $25,000 in penalties. THIS PROCESS IS COMPLETELY DILUTIVE, AS IT DOES NOT ADD ONE SINGLE DOLLAR'S WORTH OF NEW VALUE FOR THE SHAREHOLDERS! It is mind boggling that this Group 10 convertible note was never included in an 8-K filing! And you gotta believe there are a bunch more similar, possibly intentional, "oversights"!

Speaking of DILUTION, the following is a germane clause from the SEC 8-K filing:

...flexibility to issue shares of Common Stock in connection with future financing opportunities, or strategic acquisitions, debt restructurings or resolutions, strategic equity compensation and incentives to employees, officers, independent directors and advisors, forward stock splits and other favorable opportunities that may arise to enhance our capital structure and business prospects. We might also use shares of the Common Stock to settle various lawsuits which exist against the Company.


(Everything highlighted in blue represents further shareholder DILUTION!)

BTW...wasn't it interesting to finally see the OUTSTANDING SHARE COUNT, after appealing for this data for months? OTC Markets continues to show 377,311,277 OUTSTANDING as of November 9, 2015. The 8-K verifies that the OUTSTANDING amount has increased to 487,481,277, representing a nearly 30% INCREASE in OUSTANDING SHARES over the last 90 DAYS! And rest assured, none of the increase added any shareholder value! IT IS CALLED DILUTION!

Anyone objectively following BVAP had to know Josh Kimmel was inept (and this is being hugely kind!), but, as each day passes, it becomes clearer and clearer that the company is a complete disaster! There is definitely fodder for a shareholder legal action, if any of those who have be impacted might be interested in pursuing it!