The notes are convertible at any time, after 6 months of issuance, at the specified price or price mechanic. Which in this case is .179 for the notes detailed in the annual report.

It doesn't mater where the stock price is. They can convert when ever they want, after the 6 month cool-down. However, assuming the note holder is rational, they wouldn't convert when the stock price is under .179.

There is also the chance that they (note holders) negotiate the price of conversion to a lower price. This is what happened with the 5 million share warrant sold the the previous owner. The strike price was lowered from .30 to .20.

Shorting DGWR as one of the current convertible note holders would not be smart. The company can not purchase more than 25% of the average daily volume per rule 10B-18, so even if they were buying back shares, it wouldn't be much. The note is a loan. If they don't convert, they get paid (or not if the company can't pay, which is why the loan has a conversion feature).

They will keep selling until .179. That is where DGWR has issued a considerable amount of convertible notes. And when it gets there, they will issue at a lower price IF they still need money. They may have already hit their $1m dollar limit for the year, not sure.

Revenue AND income from the acquired companies needs to pull DGWR out of the pay-day-loan scene of convertible notes. They seem to have gross profit, they just need to get a handle on that SG&A.

Well, the note holders (of the convertible notes) have a 6-month waiting period before they can convert. So, before then, I'd say that .20 is a nice price point to watch closely, as the share structure still seems materially unchanged from the days of CRTC.

I'm not sure if the warrants are subject to the non-registered sec securities rules. But if they are, they're also subject to that 6 month waiting period before they can be exercised.



Basically, yeah. They wouldn't exercise the warrants or convert the convertible notes if the price was any lower. The convertible notes don't seem to have built-in conversion discounts, which is a positive.

$160k in convertibles issued at $0.175 per share.

In addition, 80,000 shares in warrants have been issued at $0.175 per share.

Sub events
https://backend.otcmarkets.com/otcapi/company/financial-report/190786/content

Lookin' good

"Small Company Offering and Sale of Securities Without Registration" is usually associated with rule 504, 505, 506b/c of Regulation D. In this situation it's likely 506 b/c. Companies that comply with the requirements of Rule 506(b) or (c) do not have to register their offering of securities with the SEC, but they must file what is known as a "Form D" electronically with the SEC after they first sell their securities.

They're the same registration exemptions that allow companies to issue convertible debt without really filing much. Or, as the rule provides, without registration of the sale of securities.

They may be issuing more convertible debt, but it could be any other kind of security as well - that's very broad.

This is how large companies are born. If they have a decent M&A advisor/firm, acquisitions should do great things to their financials.

Nice volume. .24 getting chipped away. Nice to see the spread under 50% lol.

I like that kind of speculation. They're the kind of company that governments and companies are turning to in order to /go green/. 1 huge contract PR and this is in dollar land - and if it stays there, that price qualifies for NASDAQ, which would bring new classes of investors.

I agree, with such an odd conversion deal, things could go south pretty fast. When notes can't be converted there's usually a settlement reached between the issuer and the note holder - but if the note holder is dissolved I'm not sure how that would work.

It's certainly possible that they're defunct based on what I've found, and its certainly possible that they're operational. That's what gambling is for I guess [:

Glad you have the experience to be able to understand what I'm talking about. It's a real inconvenience when the clearing houses won't cooperate, but for DeepGreen/CRTC it may work in our favor.

There is no evidence that shows they've converted anything, if you meant to imply that.

Also, the 200k is separated into 2 notes for 100k. As stated on Note 5 of the most recent annual report. One note is from the year 2010, and the other from the year 2013. These notes usually have a 6 month term and interest attached. Regarding the unusually high conversion entitlement that DeepGreen claims, that could be due in part to interest accumulated, as these notes have been sitting unpaid for a number of years. With 10% interest the notes could total 330k but that still leads to questions as the conversion is still very high.

Also, there is a chance that these notes are not even redeemable. For a note to convert you have to find a clearing house willing to convert them; meaning they're not legally obligated to clear the shares at all. One problem with that is if you're a company with a bad reputation, clearing houses will not touch your notes, leaving you stuck with a worthless piece of paper. These situations lead to companies with old debt stuck on their balance sheet.

The Managerial Agreements filing identifies the note holder as Antevorta Capital Partners Ltd. Their last PR was in 2013. And it appears that they stopped paying their $30/month hosting bill for their website, their website doesn't work. They're located in the British Virgin Islands, so I can't look up their tax status, but it's is entirely possible that they're not operational. Meaning that the shares may never get converted.

They've had plenty of opportunity to convert for the last 7 years when the ticker was EVDR. Overall EVDR had MUCH more favorable price action and volume than CRTC's flat line.

http://prsync.com/antevorta-capital-partners/
http://www.antevortacapital.com/

You're correct for the most part.

OTCMarkets says As of Sep 28, 2017, the shares outstanding is 90,697,102.

85 Mill belonging to DeepGreen shareholders, whoever those may be. Those could be private equity investors for all we know. They could also be 100% owned by management. As of the date of the most recent filing, there is no mention of restriction or vesting.

1,697,102 to old shareholders.

3m May still belong to John F. And will be canceled as planned
- otherwise there is no information detailing where the extra 3.3m shares came from.

There's plenty of room for the issuance of the convertible note.

Fillings have most of the answers to questions asked on this board. There are a few that don't seem to read them, not saying you don't; just saying that it's helpful to be aware that some posters may not be extremely informed.

References from this post:

https://www.otcmarkets.com/financialReportViewer?symbol=CRTCD&id=180350

https://www.otcmarkets.com/financialReportViewer?symbol=CRTCD&id=178554

Nice buying

Definitely. If a company ever had a chance to break the Pinkie stereotype it's this one.

They could easily uplist to OCTQB, minimum is .10/share for 90 days or something. It's essential they attract new investors, specifically ones that don't normally touch pinkies. If the float stays where it is, .50 could be attainable without much hype.

If there was one that could break the post-RS pinky stereotype, it might be this one. Only thing on their financials that worries me is how they handle their debt, and how they could handle their debt going forward now that they're public.

They have financial statements up. Have you read any of them? All your questions and more are answered.

For the 6 months ended June 2017, they made 4,212,696 in revenue.
On track for $8m annually. They're almost looking appropriately valued at .0001

The math doesn't look good for sure.

The only way this will benefit legacy shareholders is if the company is able to pull in significant investment with their shinny new $0.10/share and some catalysts. Maybe an uplist or something, I don't know. The odds are slim.

Oh I also found some details on the 13b

Section 4.03(a)
https://www.otcmarkets.com/financialReportViewer?symbol=CRTC&id=178554

But yeah. Doesn't look fantastic for legacy shareholders.

#12(a) on page 2.
http://www.otcmarkets.com/financialReportViewer?symbol=CRTC&id=174883

RS is happening. Those holding can only hope that shares don't get dumped.

I mean, who are they going to sell them to? They have $10k on the bid, and then nothing. For all intents and purposes, those shares are worthless anyway.

But note, I'm assuming that the owner of these shares is the company itself, not private equity investors that owned portions of the company prior to this merger. If private equity investors own the 85b shares, then yeah, they're likely not going anywhere.

If they keep them, they might as well do the RS and attempt to entice new investors to buy in.

"close to what?" That's the gamble.

Either close to finalizing common shareholder dilution or close to making shareholders money.

If they do go forward with R/S and keep the 85b, they're going to need new shareholders haha.

You own DeepGreen shares. The name has yet to change. As soon as the name changes the shares in your account will reflect whatever ticker they choose, DGWR or otherwise.

I've never seen a conversion feature with so much discount. Maybe there's more to the notes than we know.

From the LOI:

http://oi63.tinypic.com/1zmksug.jpg
From Aug 30th filing

http://oi67.tinypic.com/2guwfww.jpg

As of the date of the filings, they weren't given the shares, but it does appear they are entitled to the full 13b, which is unfortunate.

Edit - it doesn't appear that my images are embedding.

I don't think they were given the shares. The authorized was raised to ALLOW for the conversion of the note. That note has been on their balance sheet for 3 years+.

85b is owned by deepgreen - issued to qualify for a tax exempt merger per IRS regulation regarding controlling stake requirements
The other ~1.7b is owned by common shareholders.

The The other 13b has not been issued and will only be issued once the note holder exercises the right to do so, which it has yet to do for 3 years. I don't know the details of the note, but if it's traditional pinky terms, they'd get 4b.

200,000 converted at a 50% discount of lowest closing bid (.0001) = 4 Billion shares.

I'm watching, just like they wanted.
Hoping for some intra-day developments. Got my scanners ready for it.

never sold (;

- not at 2 or 3 that is

imo, 1 thing needs to happen for new investors to hop on board.

Cancellation of their 85b/85m post split shares.
There is little reason to inflate the OS by 80x if they're just going to hold them. Right now, the market cap is $8.6m, which is right around their annual revenue. So, one could say that .0001 - .10 post split - is their fair value,very roughly speaking. Stocks aren't valued based on their float. If they got rid of the 85m shares that they only needed to issue to make the merger tax exempt, this would be very clearly undervalued. They own the 2m preferred control block, so control isn't the issue.

Canceling the RS would be cool, but not something that weighs heavy on my decision, as I don't think they're going to dump shares afterward. Although that would make Deep Green the exception to the rather reliable penny-stock rule.

So yeah, it looks like they actually have to buy the shares at .30 (post split). So if they dumped it to .01 John would lose quite a bit of money.
I think that he was expecting this to blow up, so he could convert and dump for huge profits. If the price doesn't rise above .30 I bet he renegotiates a discounted convertible feature.

Pretty sure it said in the original letter of intent that it would be effected by the RS. Meaning the conversion price would be .30.

How long before it's in the trips? Daily volume for this price level is already high enough to /estimate/ that the OS is getting bigger.

It would appear that they do intend to move forward with RS plans as of now.
https://www.otcmarkets.com/financialReportViewer?symbol=CRTC&id=178554

I also read the whole 10k. They appear to have a problem with customers not paying them quickly. They're basically taking out small pay-day loans to liquidate their receivables ASAP. Like taking a loan for 200,000 and paying 275,000 in daily $2k payments using receivables as they come in. Seems odd. It also concerns me that they have to much debt in general.

They're on track for ~8 mill in annual revenue. Impressive, but at a net loss. Their COGS is expensive for whatever reason.

Not sure if you noticed what the new ceo intends to do with this company, but please continue, hopefully you convince someone to fill my 1s

For both of our sake, i hope you're right. Cause I don't wanna see that. lol

Well, the LOI has technically expired. But the WY SOS filing regarding the AS makes it seem like things are moving forward with deepgreen. We could see a "RM complete" PR out of the blue, followed by required financial information of the incoming company. Then eventual ticker change, possible RS.

or radio silence for the foreseeable future. who knows.

How many days until this CHIT is back to .0001? As soon as convertible holders see bid support, they'll convert and dump on it.

Those shares are authorized for a specific purpose, and are necassary per US Law to move forward with this kind of RM. If you do 5 minites of dd you'll figure it out.

I think that John is trying to make himself wealthy. I don't think he is trying to scam shareholders by doing what he's done so far. I don't think he's lying, and I think that the Deep Green LOI is legit. It may not be in the very best interests of shareholders in my opinion, but I don't think it qualifies as a scam.