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Potse

01/08/19 6:51 AM

#24262 RE: Potse #21322

VBVT(.07)...shell debt acquired by Firetainment officer.....

Still no information on what will happen to the existing debt. But I still think it is worth rolling the dice here. Just have a gut feeling this reverse merger might turn out to be quite interesting/profitable from this price area.



Still holding my full position in the VBVT shell, and still have expectations that this investment will turn out very well (cost basis under .24 per share). If the float remains this low when the company/shell starts increasing its corporate activity, there is the potential for some explosive upside.

Last week the company provided some partial resolution to the issue surrounding the shell legacy debt. According to the 1/3/2019 8-K filing, all of the debt was acquired by Thomas Wenz (the President of Firetainment)......

On December 26, 2018, the Registrant sold one convertible promissory note in the face amount of $383,613 to one accredited investor who is a U.S. Person (the “Lender”). This convertible note was sold in reliance upon Rule 506 of Regulation D of the Securities Act of 1933, as amended. The convertible note evidences a debt due December 24, 2021 that bears interest at a rate of 12% per annum. The Lender may convert part or all of the sums due at any time and from time-to-time, at its discretion, plus accrued interest, into common shares of the Registrant at a conversion price of a 25% discount to the closing market price as of the specified conversion date.

The Lender may not convert any portion of the convertible note where such conversion would result in the Lender having control or ownership over 4.99% of the issued and outstanding shares of the Registrant.

The debt was acquired by the Lender from various prior lenders of the Registrant, such that all debt of the Registrant is now consolidated into one convertible promissory note. The Lender is now the sole holder of all debt outstanding by the Registrant.



I'm not entirely comfortable with the floorless nature of the convertible note (25% discount to market at the time of conversion), but since the debt was acquired by the Firetainment President my concern is a little less than it would normally be. I would assume Thomas Wenz will conduct any conversions in a relatively company/shareholder friendly manner.

https://www.sec.gov/Archives/edgar/data/1575975/000147793219000009/vbvt_8k.htm

http://search.sunbiz.org/Inquiry/CorporationSearch/GetDocument?aggregateId=domp-p10000093155-bdf5711b-28b1-48eb-a392-952fad227763&transactionId=p10000093155-c332e21a-efef-463a-abdc-9b8cf3965221&formatType=PDF