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starstx

09/12/21 1:47 PM

#18876 RE: BruceLake #18875

You bring up some good points. Promissory notes can be sliced and diced and ton of different ways and I would like to know the exact terms of the deal.

I do know as fact (and thank you for posting the section in the fins) whenever it says "restricted" common stock that is regulated and the stock can not be converted for 6 months or 1 year. In our case it would fall into the 1 year category. The whole point of restricted common stock is to have a lock up/waiting period.

I hear what you are saying about a new deal. Cause the debt was already existing. But it is a new promissory note. I still disagree the amount reserved is the amount that will be converted.

We do not know the conversion rate terms or any other potential terms really.

Let me point out a reason why a company would reserve a ton of shares even if that many shares will not be needed. The fact is there is a deal and terms in the promissory note. As a result one thing that can not happen ... is for the company to not have shares available. So typically an extra to 4 to 5X shares needed is reserved. But lets say we find out the conversion terms are the debt can be converted for a 60% discount of the average trading price of the security over the last 15 days. Neither party knows what the stock price will be 1 year from when they entered the agreement. It could be .1 or it could be .005 So it looks like they just reserved up to the AS. But in reality if the stock is trading for .06. Either way the 111k would be eaten up and the number of shares would be far less than 2.1B based on the conversion terms of the deal.

The disagreement here is I do not think the shares reserved is the number of shares guaranteed to be converted. I think there has to be some type of conversion terms that would determine how many shares would be issued before the outstanding 111k reaches 0 which will be far less than the number of shares reserved. And nowhere does it state what those conversion terms are ... so everything is speculation. Including me speculating.

I-Glow

09/13/21 12:48 PM

#18888 RE: BruceLake #18875

The 1 year restriction is from Rule 144.

"If the issuer of the securities is not subject to the reporting requirements, then you must hold the securities for at least one year."

CATV isn't a SEC filer.

The 1 year restriction can be circumvented with the use of a Rule 144 Opinion Letter Attorney.

IG