Restructuring and Capital Solicitation Update

9-5-2021

Resiliency is the Key to Making this Venture Real. 

This blog post is a recap of the events of the past week and our actions for moving forward.

 

I am shrinking the scope of our launch to match my personal financial capacity due to the events described below.  The Goal we will launch the MwareTV solution in a NOC provided by SBA Communications.  Discussions will start immediately after Labor Day. I will speak with Watson Cable and the Top Right Ad agency regarding our Letters of Intent.

 

Termination of Our Negotiations with Omnipoint

  1. Omnipoint has until 9-20 -2021 to provide the documents needed to submit to the SEC and Vital to complete the regulatory and funding process requirements to get our deals done with TopRight and Watson Cable. The deadline is based on the Memorandum of Understanding and Term Sheet between Vital and Omnipoint. They missed the 8-31-201 deadline with presentable documents after several edits. Vital imposed the 8-31-2021 deadline to determine if Omnipoint was real. We don't expect to hear from them.

    1. The triggering event in the vetting process was the request for a firm commitment letter, which Omnipoint asked us to prepare, followed by additional document requests to fulfill the purchase of the target companies. After several discussions, Vital prepared the Omnipoint commitment letter draft, and we emailed the first draft of the commitment letter on 8-12-2021. 

    2. The Omnipoint representations made during the initial conversation with Coleman and Hartwell also raised questions about their authenticity, which eventually revealed their inability to deliver. 

Chief Financial Officer Vacancy

  1. Jordan Whitfield is out as CFO.
    1. Candidly he took on the task to relieve me of the burden to carry out that function while crafting the vision for Vital. 
    2. I will absorb that role temporarily and finalize our preliminary regulatory documentation and the financial profile in the Elite Group web portal. The significance is discussed later in this blog. 
    3. The financial system design and financial statements will be reviewed by Sabre Finance, a CPA and Corporate Financial Advisory firm out of Texas with whom we are negotiating. They provided a scope of services and contract for review a couple of weeks ago. Thus we can comply with our regulatory stakeholders. 
    4. Jordan will become an "Outside Member" of the Board of Directors.
      1. He will become a lead investor should we use the Wefunder.com platform. 
  2. Regardless of Omnipoint and Jordan stepping down, we will prepare our SEC documents and financials and submit them for preliminary SEC, Legal, and CPA review.

Financial Consultant Evaluation

  1. Dan Ryan of Digital Infrastructure has our investment package via the contractual relationship with William Coleman and by referral from Ed Hartwell.
  2. Coleman and Hartwell, without our permission, presented the investment with Omnipoint as the primary asset and Vital as secondary. 
  3. They spoke with Tim Paul once at our invitation.
  4. They did not ask for any company background information about Omnipoint directly or indirectly from Vital about Omnipoint before their communications or call with Digital Infrastructure. 
  5. Due to the tower funding representation by Omnipoint, they saw this as a 200 tower real estate deal.
  6. They did not ask Vital before the introduction of Omnipoint in the deal if Vital was interested in working directly with Digital Infrastructure to build towers for our distribution network. Our initial transaction involved 3 locations. 
  7. We presented three initial tower location transactions, all of which involved real estate, construction of Network Operations Centers, and the construction of towers.
  8. These towers are the cornerstones of our initial network. When combined with the acquisition of Watson Cable and a map of 52 potential locations Vital has identified covering the state of Georgia we have a viable operation. The scope is staged to grow our business, not make a big splash but grow within our capacity as an organization. 
  9. They never understood or considered our strategy and the materials provided. 
  10. Omnipoint approached Vital with an Investment proposal to develop our network as discussed above with direct investment in Vital. Omnipoint introduced themselves to Vital via a web portal called Deal Stream.
  11. Yet when Vital introduced Omnipoint to Coleman and Hartwell, they jumped at the chance to do a big "real estate deal" with Omnipoint even though it was our network design and content. They fell for Omnipoint's pitch. They never reviewed the documentation we presented. They said we sent too much information for them to review.
  12. I decided to let the conversations with Coleman, Hartwell, and Omnipoint play out while building solid contractual relationships with SBA Communications and Unitfi Fiber. Then I instituted deadlines for performance on the Omnipoint compliance with the terms of the LOIs and financial documentation to close the deals; Omnipoint became a ghost. 
  13. Coleman and Hartwell implicitly lay the blame at my doorstep, that I should have identified the shortcomings of Omnipoint before presenting to them. We will let that rabbit sit. 
  14. Coleman and Hartwell are on the clock.
    1. The litmus test is a second meeting with Dan Ryan of Digital Infrastructure and a commitment to engage in negotiations to invest in Vital.
    2. I addition to the call with Digital Infrastructure, I will request that Hartwell and Coleman identify, screen, and share new prospects other than the one known as Arkview. We have a signed agreement with Coleman, and Hartwell was brought into the deal by Coleman. We will honor the terms, and if they fail to perform, we will exit the deal. 

Context

  1. I shared the failure of Omnipoint Technology to meet the deadline to examine the impact of that failure on our business plan. 
    1. We believe but can not prove that Omnipoint is, in fact, a fraud operation out of the UK.
    2. The Deal Stream web portal removed the Omnipoint Profile and other personas on 8-29-2021 for terms of use violations due to multiple listings of entities on its site. 
    3. When I disclosed the Omnipoint failure to deliver, Coleman and Hartwell played the blame the customer "your circumstances changed" rap, which means they are not the right fit.
  2. They stated we are "in the queue" for consideration by Digital Infrastructure. I take that as a "banker speak" no. They are holding back on the promotion of our deal. Because they hyped the deal with Omnipoint, and then when Omnipoint turned up a cropper, their overzealous promotion soured their professional presence and conversation with Digital Infrastructure. 
  3. We are not a hard asset/real estate deal. We are a holding company in the business of acquiring operating companies. Real Estate represents 15% of our potential asset value. The consultants listed above do not seem to understand the kind of funding we need. We have some entities in mind and will invite them to participate; their profile is as follows: 
    1. We need consultants who operate as Financial Advisors who review  Financial Instruments, Privately Placed Debt, and Equity, with Tax Advantages daily.
    2. The consultants are prepared to read the background documentation.
    3. Ask questions in writing.
    4. Request permission to modify our proposal message provided by Vital.
    5. We will consider their input regarding deal structure if they are fiduciaries with capital under direct management.
    6. We ask them to screen their relationships to narrow which investors are appropriate for discussions with Vital before distributing our information. 
  4. Now that we have carved our presentation to one page, we will prepare a package for distribution to the Private Equity Fund list with the assistance of and provided by The Elite Group of Euronext https://www.elite-network.com
  5. We have started preparing the financial documentation needed to fund a scope to start Vital within my personal financial capacity. All the while getting my Mom's estate cleaned up and the obligations I guaranteed during her care retired by the end of October. 
  6. Fortunately, we have our Wholesale Agreement with SBA Communications in place, and I have delegated Wolf Halton to establish a working relationship. We will review the wireless communications services with them after Labor Day. Wolf was working in parallel while I wrestled with Omnipoint. Thus we have not lost ground but cleared away the fog of who we work with and how to get funding as a venture capital transaction.