Operator: Thank you. And we'll go next to Allen Stone. Please, go ahead.
Allen: Hi, Joe. Allen Stone from Wall Street Research. It's good to get some
background on your recent activities. And I guess my first question goes to...
you talked about filing an S-1 in the near future. Maybe you could talk a little
bit about you plans as to the potential timing of that. You also mentioned that
you have an investment bank that you're working with... I don't know
whether you're at liberty to share who that investment bank and what the size-
-or potential range of size of this offering would be.
Joe: The potential size would range... the total offering is about $70 million, we've
got the final documents on 40 of that from the fund that is ready for my
signature, I believe--there are a couple more changes that need to be done in
those final documents of the deal. The investment bank is probably one of the
better ones on the Street, they're a large one. I'm not at liberty, don't have
their permission to use their name... like everything in life, you have to check
in with folks and ask them if I could use them. But once the S-1 is filed--and
I don't [?] know who our investment bank is--but they're handling the
offering.
So, the S-1 is a complicated document from the K, has all the numbers in it,
and it's very specific to raising money. And we needed to get that K done,
which we filed on 12 November, to file this S-1. We believe--and I believe
strongly, because this has been the missing link for us for a while--and what
we've been holding out and raising money--stupidly--is that S-1. So, we
believe by next week--and that's the plan--and it is done, the S-1 is complete-
-we believe by next week, we'll have that file sometime during the next week,
we believe.
Allen: Great progress, then. And then I assume you'll be starting...
Joe: That's 40 million, and then if we can get--we believe the investment bank will
raise additional capital to that. We get those monies in, then I start turning
on... we go from the pieces of the companies that we acquire with little or no
money--which is pretty amazing--to actually putting those resources--money
resources--into those very businesses to build huge value. And to build a fullon enterprise--we can't do that without money, and it's amazing what we've
done with not a lot of money.
So, we've acquired the pieces, we're now going to raise the money next year--
like I said all along, to get that going concern off, which is one more piece in
NASDAQ listing prong, getting that going concern off. And then putting
those dollars into those pieces that we've acquired to build a very, very large
enterprise.
So, it's sold out. And you can't build it without money and raising the kind of
money from a registered offering is the only way to go.
Allen: So, the 40 million that you speak about, is that from funds that have
committed to participate in this offering? I'm not really sure about that 40
million pieces of it.
Joe: We have definitive documents for $40 million in equity. That will give us
enough capital over the next two or three years to build everything we need.
We're not going to stop there--the goal is 70, we believe we can get there. I
would like to see the share price go up a little bit more.
But I will say we will file the S-1 immediately--hopefully, by the end of next
week. And then we can add to it if we're able to get one of the other
interested funds that requires the S-1 to be filed to invest.
So, this is a pivotal and it's the only way to raise real capital. Otherwise, you
get stuck that convertible not situations where, eventually, you'll run out of
gas and you can never raise significant money.
Allen: Would you be taking the funds in tranches or will it be... one closing or a
series of closings or... when would that potentially commence? Sometime in
January or...?
Joe: It's all one closing. It's all part of the S-1, it's all registered stock. So, I don't
know because I don't have all of the funds in yet, I only have one and that's
for $40 million.
But it will be filed and then 30 days later we'll add what the investment bank
had filed, and then 30 days later, we'll add all of the offerings, everything else
to it. But we'll be filing the S-1 hopefully, definitively, by the end of next
week. And that is the biggest thing we could do this year.
Allen: You're hitting the ball out of the park with that kind of announcement and
that's a major transformation of the company.
Joe: Yeah, that would give us the runway and the capital over the next few years
to be able to do everything that we need to do with all these unbelievable
pieces that we've acquired.
Allen: Sure, and I think it'll help you smooth out all the volatility that you've
experienced also.
Joe: Yes, absolutely.
Allen: Well, good luck with that, and enjoy the rest of this Thanksgiving weekend
and thanks for any updates.
Joe: Thank you very much for getting on the call. Thank you.
Allen: Hi, Joe. Allen Stone from Wall Street Research. It's good to get some
background on your recent activities. And I guess my first question goes to...
you talked about filing an S-1 in the near future. Maybe you could talk a little
bit about you plans as to the potential timing of that. You also mentioned that
you have an investment bank that you're working with... I don't know
whether you're at liberty to share who that investment bank and what the size-
-or potential range of size of this offering would be.
Joe: The potential size would range... the total offering is about $70 million, we've
got the final documents on 40 of that from the fund that is ready for my
signature, I believe--there are a couple more changes that need to be done in
those final documents of the deal. The investment bank is probably one of the
better ones on the Street, they're a large one. I'm not at liberty, don't have
their permission to use their name... like everything in life, you have to check
in with folks and ask them if I could use them. But once the S-1 is filed--and
I don't [?] know who our investment bank is--but they're handling the
offering.
So, the S-1 is a complicated document from the K, has all the numbers in it,
and it's very specific to raising money. And we needed to get that K done,
which we filed on 12 November, to file this S-1. We believe--and I believe
strongly, because this has been the missing link for us for a while--and what
we've been holding out and raising money--stupidly--is that S-1. So, we
believe by next week--and that's the plan--and it is done, the S-1 is complete-
-we believe by next week, we'll have that file sometime during the next week,
we believe.
Allen: Great progress, then. And then I assume you'll be starting...
Joe: That's 40 million, and then if we can get--we believe the investment bank will
raise additional capital to that. We get those monies in, then I start turning
on... we go from the pieces of the companies that we acquire with little or no
money--which is pretty amazing--to actually putting those resources--money
resources--into those very businesses to build huge value. And to build a fullon enterprise--we can't do that without money, and it's amazing what we've
done with not a lot of money.
So, we've acquired the pieces, we're now going to raise the money next year--
like I said all along, to get that going concern off, which is one more piece in
NASDAQ listing prong, getting that going concern off. And then putting
those dollars into those pieces that we've acquired to build a very, very large
enterprise.
So, it's sold out. And you can't build it without money and raising the kind of
money from a registered offering is the only way to go.
Allen: So, the 40 million that you speak about, is that from funds that have
committed to participate in this offering? I'm not really sure about that 40
million pieces of it.
Joe: We have definitive documents for $40 million in equity. That will give us
enough capital over the next two or three years to build everything we need.
We're not going to stop there--the goal is 70, we believe we can get there. I
would like to see the share price go up a little bit more.
But I will say we will file the S-1 immediately--hopefully, by the end of next
week. And then we can add to it if we're able to get one of the other
interested funds that requires the S-1 to be filed to invest.
So, this is a pivotal and it's the only way to raise real capital. Otherwise, you
get stuck that convertible not situations where, eventually, you'll run out of
gas and you can never raise significant money.
Allen: Would you be taking the funds in tranches or will it be... one closing or a
series of closings or... when would that potentially commence? Sometime in
January or...?
Joe: It's all one closing. It's all part of the S-1, it's all registered stock. So, I don't
know because I don't have all of the funds in yet, I only have one and that's
for $40 million.
But it will be filed and then 30 days later we'll add what the investment bank
had filed, and then 30 days later, we'll add all of the offerings, everything else
to it. But we'll be filing the S-1 hopefully, definitively, by the end of next
week. And that is the biggest thing we could do this year.
Allen: You're hitting the ball out of the park with that kind of announcement and
that's a major transformation of the company.
Joe: Yeah, that would give us the runway and the capital over the next few years
to be able to do everything that we need to do with all these unbelievable
pieces that we've acquired.
Allen: Sure, and I think it'll help you smooth out all the volatility that you've
experienced also.
Joe: Yes, absolutely.
Allen: Well, good luck with that, and enjoy the rest of this Thanksgiving weekend
and thanks for any updates.
Joe: Thank you very much for getting on the call. Thank you.
