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Welp, looks like they're going through with it. RS likely will follow, as RM is officially announced.
To allow corporate action to happen with as little as 51% of the votes. The state of Wyoming has some different rules by default, and wouldn't allow the CEO to do whatever he wants without calling a vote every time.
Basically, the CEO currently owning 3/4s of the outstanding shares can now do whatever corporate action he wants.
Even after they issue the 85m, the public float will still be 1.7m, all post rs.
The idea of the float is that it is publicly held. DeepGreen isn't going to dump all 85m, I ASSUME and HOPE. If they did, THEN the float would be 86.7m. Additionally, the 85m will likely have a restriction period - more assumptions.
So, at least for a while, the publicly tradable shares will only be 1.7m which could lead to some supply/demand swings.
Congrats, a successful flip. I too have also flipped this for $30k+ in capital gains and 140 million CRTC shares traded, this year. I'm not going to tell people what they should be doing though.
That, and other viable companies with 2 million in the float or outstanding trade at or far above .30 on the OTC. - CRTC will have 1.7m floating post rs, assuming current float is 1.7b, could very well be less.
Here's my idea, and why I bought 2s for the 3rd time. The LOI mentions a warrant that will be given to john, where he would purchase post-rs shares of the company at $0.30/share. This warrant is callable by the company in $150,000 chunks or he can execute it himself.
My thinking is that John isn't going to do a deal that doesn't benefit him. I assume he knows more about deepgreen that we do. If he thinks a 0.30 purchase price is good enough for him, .20 is good enough, of a gamble, for me.
This is why I am okay with an RS, if the deepgreen merge is happening.
The SEC thinks differently. John P Figliolini, current CEO, got barred from acting as a broker or otherwise associating with firms that sell securities to the public for a member of his firm doing just that.
https://brokercheck.finra.org/individual/summary/1058617
https://www.sec.gov/litigation/admin/2006/34-54536.pdf
Buying premium paint doesn't make anyone any less guilty of securities manipulation (;
Careful guys, don't bash too hard, DRNK will sue you. LOL
The CEO needs to stop whining, stop accepting toxic debt, reverse split this thing and get on with his life. How does any company expect to receive respect from shareholders when it sells it's equity at 50% of what retail can buy at any time?
The only one I have is, "Is the DeepGreen merge still intact?"
Because they're passed the defined expiration date of the LOI with no update. I think that's a question more people should be wondering about, as this is not the first time DeepGreen has attempted to RM with a shell on the OTC and did not follow through.
Pretty poorly written article. It doesn't even make sense. https://nlrnews.com/yesterdays-high-in-focus-a-look-at-critic-clothing-inc-crtc/145830/
Merger Off? Termination and Effects of Termination
We'll certainly find out!
I don't see that anywhere in the LOI.
The only retirement I see is the shares that John issued to himself after he bought CRTC, 3 Billion. Note, he's getting a warrant for 5 billion, 5 million post RS. So really, this retirement just adds 2 billion/2 Million post RS.
high enough to justify a $27,000,000 market cap at $0.30/share?
@~90m OS
1-1000 Reverse Split, https://www.otcmarkets.com/financialReportViewer?symbol=CRTC&id=174883
I didn't even notice there was an executed version.
They can't retire shares they don't own. I think that's where your understanding doesn't line up with reality.
"control shares"
If they just wanted control shares, they would issue enough to maintain 51% of the OS, on a fully diluted basis.
Lets look at what CRTC's fully diluted OS would look like.
//
5 Billion outstanding in warrants, per LOI. - if executed
$200k in convertible debt, Per LOI, if converted at 0.00005 = 4 Billion Shares
Worst-case scenario, fully diluted OS = 10.7 Billion.
Now, in order to own 51% of that, they would need to only issue 10.8 Billion or so. NOT 85 Billion.
Alternatively, they could simply create a Class B of preferred stock that entitles the owner to 51% of the fully diluted OS or exclusive control and voting rights. That simple, no bloat needed.
So, I think there are a few reasons they intend to issue 85 Billion:
1. They're going to [try to] sell every share to the market.
2. They're going to use the shares in acquisitions.
3. They don't care about the share structure because they're going to reverse spit it anyway, maintaining as much of the OS as possible to themselves.
4. Some kind of market manipulation scheme where they issue a bunch of shares just to cancel them.
OS will not be 100B. one, you wrote "100m", I assume that's a typo. The Shares Authorized will total 110 Billion if the agreement outlined in the LOI is executed. 110,000,000,000.
Current OS is 4,697,101,862
Per agreement, 3B will be canceled.
sub total: 1,697,101,862
Then, 85,000,000,000 will be issued to Deep Green
OS at that point will be 86,697,101,862
- With a warrant outstanding that will add 5B upon execution
- With unconverted debt outstanding totaling 200k, which would add 1 or 2 billion if converted at .0002 or .0001, respectively
If the transaction fell under Reg D, then yes. This merger does not fall under Reg D/Rule 504/Rule 144.
As soon as they execute the agreement all shares will be available to do whatever they want with.
The OS would automatically be 87 Billion. If the market cap is going to reflect the value of the company, then yes, that is dilution. Even at a market cap of $5 million(max range of revenue per DD), the pps would be under .0001. I'm not saying that's where it will trade, but they are diluting the common shareholder.
87 B is without the 5B warrant given to john.
Just depends how they use it.
That's a ton of shares. I wonder what they'll do with them. Good to see it finally happened. If I were Deep Green, I would reverse split after this.
I also think it's interesting that John went with this company. I'm sure he was planning to have the line "3 Billion Canceled" to carry a lot more weight, it's just diluted in all of the other billion share lines. I didn't anticipate him executing the 2m preferred, gaining 5 billion though. 90 Billion outstanding right out of the gate seems big, but what really matters is what they do with it.
The guy isn't going to tell you anything. He'd like to avoid breaking any SEC regs. and getting barred again from doing business as a broker/dealer or with an issuer I assume.
Looks like they're going to be forced to kick whatever they're doing into high-gear and release some info.
There's now a Caveat Emptor. It has been suspended. I've failed to find out why.
http://www.otcmarkets.com/market-activity/suspended-symbols
halted? Scottrade is showing USNL*H
Lol. I thought that bid was fake.
Not fake in the sense that it couldn't be dumped on. Fake in the sense that someone was just propping it up with no intention of it actually getting filled. They did the same thing with a 90m bid at .0005 a few days ago, all until their .0006s got sold.
VFIN or VNDM on the ask @ 5? Ask isn't moving with hits. I don't have L2, but that's a sign of convertible debt being liquidated.
All we know for sure is that John Figliolini is trying to make himself rich.
Or, I guess we don't know for sure, that's just what I strongly assume ha. But hey, if he gets rich off his 3bill he got for free(basically) then so will the shareholders of CRTC.
You all thought .0001 was out of the question, but here it is getting dumped on at .0001. Nothing is out of the question. A reverse split is not out of the question, and will actually sound like a great idea when the OS is maxed out.
Just being real.
I'm not in this, nor am I bidding, and buying at .0002 just looks like suicide to me.
The toxic debtors thank your for the easy 100% profit on their .00005 shares.
found another connection, possible RM company.
Allinga Property LLC
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Address&directionType=Initial&searchNameOrder=ALLINGAPROPERTY%20L120001557580&aggregateId=flal-l12000155758-17477d7f-83a5-4415-a303-f13e8732376b&searchTerm=17000%20NW%20Hwy%20225&listNameOrder=ALLINGAPROPERTY%20L120001557580
Same Address as USNL: 17000 NW HWY 225 REDDICK, FL 32686
Registered Agent is in the same family: GUTHRIE
Estimated Annual Revenue: $245k http://listings.findthecompany.com/l/31157991/Allinga-Property-Llc-in-Reddick-FL
It does not say if the 3 billion shares are restricted.
I just googled the address, I'm not sure how old the results were or what the timeline is. But there is definitely more than one company that shows up in the same suite.
I'm out of my stash of 2s tbh. The part of the Sup Info where he issues 3 Billion to himself for $25k was perturbing to me. And the DD I did on him didn't reassure me. However, given the chance I would buy again at 2/3; I think he'll make this thing run some how.
There are a few company's that seem to have that address, not sure what's up.
The Sup Info just says that John Figliolini "controls" St James. I would assume he's the CEO there as well.
Shares outstanding is actually now 3 billion higher. The new CEO owns an investment company to which he issued 3,000,000,000 shares in exchange for $25,200. 0.0000084 per share
1,797,101,862 a/o 5/15/17, per Q4 <- Link
+3Bill
4,797,101,862 shares outstanding, approximately
http://www.otcmarkets.com/ajax/showFinancialReportById.pdf?id=174261
In addition, Saint James Cp Mgt owns the 2 Million preferred shares too. CRTC is now a subsidiary of, or is owned by,St James Cp Mgt. Not a reverse merger, yet, because in a reverse merger there would be a share exchange agreement, not a share purchase agreement. So, I believe that John may not have a merger lined up just yet. But that's definitely on the table, I don't think he issued 3 Billion shares to himself(his company) to sell them at .0001.
He may just tell us that Critic is no longer CRTC. That's the way it appears. Looks like a reverse merger is happening, I'm holding my .0002s for that.
Update in at least 24hrs. Wonder how much he can say
Same address as Wyoming SOS: http://www.brownboxbranding.com/contact/
https://wyobiz.wy.gov/business/FilingDetails.aspx?eFNum=048124138248113187251079050046015043132034037107
New iterm CEO is head of a reverse merger firm https://www.berkshire-inc.com/
What does that point to????
It's actually not. Do some DD