Replies to post #19262 on 4Cable TV International Inc (CATV)

[BruceLake]

You got it backwards. Adar was not at the front of the line!

That deal came AFTER Adar.

Adar will argue they were at the front of the line.

It's well documented in the following filings:

https://sec.report/otc/financial-report/284777

Three Months Ended March 31, 2021 On January 11, 2021, the Company issued 2,148,820,062 shares of restricted common stock were issued to an escrow account as determined by Marquis Trading, LLC as a reserve for the possible conversion of the convertible promissory notes held by Marquis Trading, LLC. Pursuant to a January 7, 2021 agreement between the Company and Marquis Trading, LLC, the Company agreed to provide shares for the coverage of the conversion of the convertible promissory notes for principal and accrued interest totaling $111,322. The shares were issued and placed into escrow, but are not considered outstanding, as Marquis Trading has no rights to the shares unless they choose to convert the outstanding debt.

The following is from the May 12, 2021 complaint filed by Adar Bays, LLC

https://storage.courtlistener.com/recap/gov.uscourts.nysd.560179/gov.uscourts.nysd.560179.1.0.pdf

24. Pursuant to Section 4(a) of the Note, CATV was required to deliver the shares within three (3) business days of receipt of the Notice of Conversion, or by January 25, 2021.

The following is the Company's response. Keep in mind that they deny Adar Bays right to convert for failing to abide by the original terms of the note. But even if they did have a right, it is the Company's contention that Adar Bays failed to provide proper notice. Where I'm from, when dealing with contracts, respecting timelines and terms of a contract is important. Failing that it could render it null and void.


https://storage.courtlistener.com/recap/gov.uscourts.nysd.560179/gov.uscourts.nysd.560179.17.0.pdf

NINTH SPECIFICALLY STATED DEFENSE
THE NOTICE OF CONVERSION WAS DEFECTIVE AND VOID

126. The Notice of Conversion, pursuant to which Adar alleges it
became entitled to convert sums claimed to be due under the Note post-default, was defective, because it violated the terms of the Note in at least three respects.

127. First, pursuant to the Note, the conversion right is exercisable at a per share price calculated at 60% of the lowest closing price in the ten trading days preceding conversion, including the day upon which a Notice of Conversion is received by CATV.

128. Notices under the SPA, pursuant to which the Note was issued, are
to be provided by personal service, by registered or certified mail, by air courier service, or by telegram or facsimile. SPA, section 5f.

129. On information and belief, the Notice of Conversion was never
provided by any of the notice mechanisms contained in the SPA. The only copy of the Notice of Conversion received by CATV in January of 2021 was provided as an attachment to an email from someone named Goldy Greenfeld, with an email address of [e-mail], apparently emailed at 4:01 pm on January 20, 2021.

130. Since the Notice of Conversion was not provided pursuant to the
terms of SPA, it was never effective.

131. Second, even assuming that notice by email was effective notice
under the SPA, the Notice of Conversion purports to state the conversion price for calculation of the number to shares to be converted as of January 5, 2021. January 5, 2021, was eleven “trading days” (the term used in the Note and in the SPA) before January 20. Using the wrong date for the conversion price makes the Notice of Conversion defective and thus unenforceable.

132. In this regard, it should be noted that the lowest trading price on
January 6, 2021, was 9/100th of a cent per share. Thus, the erroneous conversion price was significant, amounting to a ten percent increase in the lowest price, and thus even were the Notice of Conversion effective the number of shares subject to conversion would be reduced by a ten percent factor.

133. Third, the Notice of Conversion explicitly states that Adar seeks to convert $21,386.67 of the Note into shares (bold and underlining in original). The Notice of Conversion accurately states the principal amount and interest then due on the Note, but then miscalculates the number of shares to be delivered as if the entire Note were being converted. Since the amount that Adar “elects to convert” is specific to
the penny, CATV’s obligation, were the Notice of Conversion to be deemed to have been effective, was to issue the shares which an accurate conversion price would result in. At the very least, whether the Notice of Conversion sought to convert what it said, or what Adar now in litigation says it meant to ask for, is ambiguous, and being ambiguous, did not trigger any obligation on the part of CATV to convert shares.

134. For all these reasons, the Notice of Conversion was defective and
void, the conversion of debt to shares has never been effectively invoked by Adar, and therefore this action must be dismissed.

Notwithstanding the above, both the complaint and the response clearly indicate that Adar Bays, LLC was not at the front of the line.