PITCH DECK
Download the Deck here: OTCM_Protocol_Pitch_Deck_2026.pdf
🔷 OTCM PROTOCOL
Groovy Company, Inc. dba OTCM Protocol
NYSE: GROO | CIK: 1499275 | March 2026
"We're not disrupting functioning markets.
We're creating permanent markets where none exist."
💥 UNLOCKING $50 BILLION IN TRAPPED MICRO-CAP VALUE
CONFIDENTIAL | FOR ACCREDITED INVESTORS ONLY | REG D RULE 506(c)
⚠️ Forward-Looking Statements
This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ materially from those expressed or implied.
Statements in this presentation include projections regarding:
- 🔬 ST22 Digital Securities platform development and launch timing
- 📊 Market size, user growth, and transaction volumes
- ⚖️ Regulatory developments under SEC Release No. 33-11412
- 🤝 Strategic partnerships and technology integrations
- 📈 Expected adoption rates for ST22 Digital Securities tokens
Subject to risks including: technology development · regulatory changes · market acceptance · cybersecurity · third-party dependencies
📋 Important Legal Disclaimers
🚫 Not an offer to sell securities. This presentation is for informational purposes only. Any offering will be made exclusively to accredited investors under Reg D Rule 506(c) via a definitive Private Placement Memorandum.
⚖️ No investment advice. Nothing herein constitutes investment, legal, accounting, or tax advice. Prospective investors must conduct independent due diligence.
🌐 Regulatory environment. OTCM Protocol is designed for compliance with SEC Category 1 Model B architecture per SEC Release No. 33-11412 (March 17, 2026) and the January 28, 2026 Joint Staff Statement on Tokenized Securities.
🔒 Confidential. This document is proprietary to Groovy Company, Inc. dba OTCM Protocol. Do not reproduce or distribute without prior written consent.
🔴 THE PROBLEM
💀 The $50 Billion Problem Nobody's Solving
👥 5,000,000+ | Shareholders trapped in illiquid micro-cap stocks |
🏢 11,000+ | OTC companies with zero market access |
💰 $50B+ | In shareholder value with no path to liquidity |
📉 1 · Market Maker Abandonment
Market makers permanently exit when daily trading volumes fall below $100K — leaving micro-cap stocks unsupported, illiquid, and forgotten.
🔒 2 · The Zero Liquidity Trap
Over 5 million shareholders hold billions in shares they simply cannot sell — trapped by a total absence of market liquidity with no viable exit.
💸 3 · Prohibitive Costs
Annual market maker fees of $25K–$75K deter companies from maintaining liquidity — with no guaranteed results and no protection against abandonment.
☠️ 4 · The Death Spiral
No liquidity → investors leave → company value collapses → shareholders trapped in worthless stock. A self-reinforcing cycle with no traditional solution.
✅ Regulatory Uncertainty — Resolved
SEC Release No. 33-11412 (March 17, 2026) and the January 28, 2026 Joint Staff Statement on Tokenized Securities now provide definitive compliance guidance. OTCM Protocol is purpose-built for it.
🟢 THE SOLUTION
🏗️ ST22 Digital Securities Infrastructure
Four pillars that replace the broken market-maker model — permanently:
💵 Pillar 1 · Permanent Liquidity Through Tokenization
- 🔹 Preferred "M" Series Shares are issued by the company
- 🔹 Deposited with Empire Stock Transfer (SEC-registered custodian)
- 🔹 Minted as ST22 Digital Securities on Solana — 1:1 backing
- 🔹 Available for 24/7 global trading — liquidity locked forever
Shareholders gain immediate, continuous market access backed 1:1 by real equity — no market maker required.
🛡️ Pillar 2 · SEC-Registered Custody Partnership
Empire Stock Transfer — SEC Section 17A-registered qualified custodian and sole investor onboarding authority — holds all underlying shares permanently under SEC Category 1 Model B compliance.
Empire covers: KYC · KYB (entity investors) · AML · OFAC/SDN screening · Wallet Verification
All investors onboard via Empire's compliance dashboard — not OTCM's portal directly.
📊 Pillar 3 · Bonding Curve Price Discovery
Traditional Market Maker | OTCM Protocol | |
|---|---|---|
💲 Annual Cost | $25K–$75K | $0 ongoing |
🚪 Reliability | Can abandon anytime | Permanently locked |
🕐 Availability | Limited hours | 24/7 continuous |
🔍 Pricing | Opaque | Transparent on-chain |
Automated market making via bonding curves enables real-time, transparent price discovery — liquidity that cannot be removed.
🌐 Pillar 4 · Global Access & Community
Access a $2 trillion+ crypto capital market through the OTCM Global Unified CEDEX Liquidity Pool. Community-driven token adoption and investor engagement drive long-term liquidity depth.
🏆 6 Ways Locked Common Shareholders Win
# | Path | What Happens |
|---|---|---|
1️⃣ | 📈 Stock Buybacks | Issuer buys back shares — direct cash liquidity to trapped shareholders |
2️⃣ | ⭐ 15c2-11 Reinstatement | Issuer restores market eligibility — common stock becomes tradeable again |
3️⃣ | 📋 Compliance & Reporting | Issuer funds auditors & SEC filings — company becomes fully investable |
4️⃣ | 🚀 Uplisting | Issuer funds move to OTCQB, OTCQX, or NASDAQ — increased visibility & liquidity |
5️⃣ | 🪙 Token Distribution | Issuer airdrops ST22 Digital Securities to shareholders — they receive a liquid asset |
6️⃣ | 💼 Business Growth | Issuer reinvests in operations — fundamental company value increases |
📊 THE OPPORTUNITY
🎯 Market Opportunity & Impact
👥 5,000,000+ | Affected Shareholders |
💰 $50B+ | Total Addressable Market |
🏢 11,000+ | Addressable Micro-Cap Companies |
🕐 24 / 7 | Continuous Global Trading Access |
🌍 $36B | Tokenized RWA Market (2025) |
💹 REVENUE MODEL
📈 Revenue Projections
🧪 Beta (Q4 2025) | 📅 Year 1 | 📅 Year 3 | 📅 Year 5 | 📅 Year 10 | |
|---|---|---|---|---|---|
🏢 Companies | 3 | 100 | 1,000 | 5,000 | 20,000 |
📊 Daily Volume | $7M+ (confirmed) | $50M | $500M | $2.5B | $10B |
💰 Annual Fees | Verified on-chain | $730K | $7.3M | $36.5M | $146M |
💡 Revenue engine: 0.4% trading fees compound with volume growth across all onboarded issuers — a permanent, recurring revenue stream that scales with each new company.
✅ PROOF OF CONCEPT
🔬 $7M+ Liquidity — 3 Beta Launches Confirmed On-Chain (Dec. 2025)
💰 $7,000,000+ confirmed on-chain across 3 beta issuer launches in just 45 days — all verified via SPL Token-2022 Transfer Hooks.
🟢 $GROO — Groovy Company, Inc. (Wyoming Corporation)
💰 On-Chain Balance | $80,522 |
🔗 Token Standard | SPL Token-2022 Transfer Hook |
✅ Wallet | Phantom — confirmed |
📋 Status | Live on Solana Mainnet |
🔵 $MSPC-FEE — Metropaces, Inc. (Florida Corporation)
💰 On-Chain Balance | $10,883 |
🔗 Token Standard | SPL Token-2022 Transfer Hook |
✅ Wallet | Phantom — confirmed |
📋 Status | Live on Solana Mainnet |
🟣 $MSPC — Metropaces Equity
💰 On-Chain Balance | $73,644 |
🔗 Token Standard | SPL Token-2022 Transfer Hook |
✅ Wallet | Phantom — confirmed |
📋 Status | Account 1 verified on-chain |
⚖️ REGULATORY ALIGNMENT
🏛️ SEC Compliance Framework
🛡️ SEC Category 1 Model B Architecture
SEC Release No. 33-11412 · March 17, 2026
- ✅ DLT integrated into official shareholder records
- ✅ Empire Stock Transfer serves as Master Securityholder File
- ✅ No Category 2 counterparty or bankruptcy risk
- ✅ Direct issuer authorization throughout
🏦 Empire Stock Transfer — Qualified Custodian & Sole Onboarding Authority
Empire Stock Transfer (SEC Section 17A-registered · Est. 2006 · 530+ public companies · 5 continents) is the qualified custodian for all ST22 Digital Securities under Reg D Rule 506(c), and the sole investor onboarding authority for the entire platform.
Investor onboarding scope (Empire only):
- ✅ KYC — individual identity verification
- ✅ KYB — entity / business investor verification
- ✅ AML — anti-money laundering screening
- ✅ OFAC / SDN — sanctions screening
- ✅ Wallet Verification — on-chain address validation
The OTCM Portal routes all investors directly to Empire's compliance dashboard. OTCM Protocol does not perform investor onboarding independently.
📜 January 28, 2026 Joint Staff Statement on Tokenized Securities
For the first time, the SEC provided definitive guidance distinguishing:
- Category 1 (Issuer-Sponsored) — direct issuer authorization, SEC-registered custodian, DLT as official record ← This is OTCM Protocol
- Category 2 (Third-Party) — no issuer authorization, counterparty risk, no bankruptcy protection
⚡ 1:1 Attestation Oracle — ~400ms Cryptographic Verification
🔄 HOW IT WORKS
⚙️ The Tokenization Process — 5 Steps
Step | Who | What Happens |
|---|---|---|
🏢 1 — Create Series M Shares | Issuer | Issue non-voting, non-dilutive preferred shares specifically for tokenization. Includes share certificate, legal documentation, and shareholder approval. |
🏦 2 — Deposit with SEC Custodian | Empire Stock Transfer | Shares held permanently under SEC Category 1 Model B compliance. Custody agreement executed, deposit records established. |
🪙 3 — Mint ST22 Tokens 1:1 | OTCM Protocol | ST22 Digital Securities generated on Solana — each token = 1 Series M preferred share. Smart contract deployed, issuance ledger created. |
🚀 4 — Launch on Solana | OTCM Protocol | 24/7 global trading via CEDEX DEX. All 42 SPL Token-2022 Transfer Hook security controls active at launch. |
👥 5 — Build Community | OTCM + Issuer | Engage shareholders and investors through community channels. Forums, marketing campaigns, and investor reports drive long-term adoption. |
🏆 COMPETITIVE ADVANTAGES
🦁 Unfair Advantages & Moats
🥇 First Mover Advantage
OTCM Protocol is the only micro-cap tokenization platform built from the ground up for SEC Category 1 Model B compliance. We have direct issuer authorization and SEC-registered transfer agent custody in place today — eliminating counterparty and bankruptcy risks that plague Category 2 models.
🤝 Transfer Agent Partnership — Empire Stock Transfer
A long-standing operational relationship with Empire Stock Transfer provides regulatory security, full investor onboarding authority, and a depth of compliance expertise that cannot be replicated quickly by any competitor.
530+ public companies served · 5 continents · SEC-registered since 2006
🔗 Compounding Network Effects
- 🔹 New issuer onboards
- 🔹 Liquidity pool deepens
- 🔹 More traders attracted
- 🔹 Platform value increases
- 🔹 More issuers attracted — cycle repeats and accelerates
Unlike traditional market makers who abandon stocks when volume falls, our bonding curve liquidity is permanently locked — it only grows.
⚔️ Why We Win — Competitive Landscape
Feature | 🟢 OTCM Protocol (Category 1, Model B) | 🔴 Third-Party Tokenizers (Category 2) |
|---|---|---|
Issuer Authorization | ✅ Required and obtained | ❌ Not required |
Counterparty Risk | ✅ None | ⚠️ Significant |
Bankruptcy Protection | ✅ Direct ownership claim | ⚠️ General creditor status |
Transfer Agent Custody | ✅ SEC Section 17A registered | ⚠️ Varies |
DLT as Official Record | ✅ Master Securityholder File | ⚠️ Not typically |
Token Holder Voting Rights | ✅ Preserved | ⚠️ May be absent |
Investor Onboarding | ✅ Empire Stock Transfer only | ⚠️ Third-party / varies |
Permanent Liquidity | ✅ Bonding curve — locked forever | ⚠️ Market maker — can exit |
SEC Category Compliance | ✅ Category 1, Model B | ⚠️ Category 2 |
Source: SEC Release No. 33-11412 (March 17, 2026) · January 28, 2026 Joint Staff Statement on Tokenized Securities
💰 THE INVESTMENT OPPORTUNITY
🎯 Why Invest Now
💵 $50B+ Total Addressable Market
The OTC micro-cap market is an untapped $50 billion opportunity with virtually no competition at the Category 1 Model B compliance level. Early investors enter at the inflection point — just as the SEC has removed the last major regulatory barrier to institutional adoption.
📈 Permanent Revenue Streams
Tokenization fees and 0.4% on all trading activity create steady, predictable, compounding income — revenue that grows automatically with each new issuer and each new trade. No reliance on one-time fees.
🔗 Compounding Network Effects
Every new issuer makes the platform more valuable for all existing participants. 11,000+ addressable companies represent years of onboarding runway and a growing revenue base that compounds over time.
⏱️ Perfect Regulatory Timing
Date | Milestone |
|---|---|
📅 January 28, 2026 | Joint Staff Statement on Tokenized Securities published |
📅 March 17, 2026 | SEC Release No. 33-11412 issued |
📅 March 2026 | OTCM Protocol — only Category 1 Model B platform ready ← You are here |
The window to be first-to-market with a fully compliant tokenized securities infrastructure is open now and won't remain open for long.
🌐 THE PLATFORM
🖥️ OTCM Protocol Ecosystem
🌐 Protocol & ICO Site — otcm.io
Main gateway for OTCM Protocol. Detailed platform information, ST22 Digital Securities participation options, and investor onboarding routing to Empire Stock Transfer's compliance dashboard.
🏢 Issuer's Gateway — otcm.me
Dedicated portal for companies to tokenize shares, manage ST22 issuance, complete Series M documentation, and initiate the Empire Stock Transfer custody agreement.
📚 Wiki Documentation — otcm.info
Comprehensive developer and user documentation — SPL Token-2022 Transfer Hook technical specs, API references, compliance guides, and full FAQs.
₿ CEDEX DEX Trading — otcm.vip
The OTCM Global Unified CEDEX Liquidity Pool — funded by the OTCM Protocol Solana Treasury and OTCM Staking Pool — enables decentralized 24/7 trading of tokenized OTC securities with permanent, locked liquidity.
👥 THE TEAM
🧠 OTCM Leadership
👔 Berj Abajian — Chief Executive Officer
Owner of Bergio International Inc. (publicly-traded luxury jewelry company) · 18+ years leading public company operations, capital raises, SEC compliance, and EDGAR filings. Deep OTC market expertise with a proven track record of executing in complex regulatory environments.
⚙️ Patrick Mokros — Chief Operating Officer
President of Empire Stock Transfer Inc. since 2006 · 530+ publicly traded companies served across five continents · Prior investment banking experience at McLaughlin Piven Vogel Securities. Patrick's dual role bridges OTCM Protocol's technology platform directly to its SEC-registered custodian, creating a uniquely integrated compliance advantage.
💻 Frank Yglesias — Chief Technology Officer
Blockchain architect with 35+ years in enterprise technology · Leads development of the ST22 Digital Securities infrastructure including SPL Token-2022 Transfer Hooks and the 42-control security architecture. Board Member of Groovy Company, Inc. dba OTCM Protocol. Contact: frank@otcm.io
⚖️ Jeff Turner — Chief Legal Officer
Founder of JDT Legal · Specializes in securities law and corporate compliance · Deep expertise in OTC Markets · Authorized to practice before the SEC. Jeff provides the legal foundation underpinning OTCM Protocol's Category 1 Model B compliance architecture.
📊 John Morgan — VP of Issuer Services
Former Fortune 100 sales executive · CEO of multiple micro-cap public companies including ZA Group and Nitches, Inc. · Drives issuer onboarding, client relationships, and the commercial expansion of the ST22 Digital Securities platform across the 11,000+ addressable company market.
🔭 THE VISION
🌅 The Future Is Tokenized
Today | Tomorrow |
|---|---|
11,000+ micro-cap companies with zero liquidity | Every illiquid company has permanent market access |
5M+ shareholders trapped in worthless stock | 24/7 global trading backed 1:1 by real equity |
Regulatory uncertainty for tokenized securities | SEC-cleared Category 1 Model B at scale |
🔹 Fully tokenized OTC markets — every illiquid micro-cap company has access to a permanent, compliant, liquid trading infrastructure.
🔹 $50 billion unlocked — 24/7 global trading of ST22 Digital Securities backed 1:1 by real equity, held in SEC-registered custody by Empire Stock Transfer.
🔹 Regulatory gold standard — SEC Release No. 33-11412 and the January 28, 2026 Joint Staff Statement establish Category 1 Model B as the benchmark. OTCM Protocol is the only platform built to that standard today.
🔹 Permanent infrastructure — empowering companies and shareholders alike with vibrant communities and continuous market access — forever, without reliance on traditional market makers.
📬 CONTACT
📞 Get In Touch
🏢 Company | Groovy Company, Inc. dba OTCM Protocol |
📈 Ticker / CIK | NYSE: GROO | CIK: 1499275 |
📍 Address | 12 Daniel Rd East, Fairfield, NJ 07004 |
👤 CTO / Primary Contact | Frank Yglesias — frank@otcm.io |
🌐 Protocol Site | https://otcm.io |
🏢 Issuer Gateway | https://otcm.me |
₿ CEDEX DEX | https://otcm.vip |
📚 Documentation | https://otcm.info |
🔷 OTCM PROTOCOL 🔷
Bringing Liquidity to Micro-Cap Markets
Confidential · For Accredited Investors Only · Reg D Rule 506(c)
"We're not disrupting functioning markets. We're creating permanent markets where none exist."