All right, Let's, welcome everyone to VSBLTY’s Quarterly Conference Call. This call is being recorded, and we'll cover VSBLTY's financial and operating results for the fiscal quarter ended September 30, 2024. Following our prepared remarks, we will open the conference call to a question-and-answer session. You'll find at the bottom of the screen there, there's a box with Q& A where you can type in your questions. Before we begin with our formal remarks, I'd like to remind everyone that some of the statements on this conference call may be forward looking, forward-looking statements may include but are not necessarily limited to financial projections or other statements of the company's plans, objectives, expectations or intentions. These matters involve certain risks and uncertainties. The company's actual results may differ significantly from those projected or suggested and any forward-looking statements due to a variety of factors, which are discussed in detail in our regulatory filings. A copy of today's presentation will be available in the investor relations section of our website, www.VSBLTY .net, and posted on SEDAR+. I will now turn the call to President and CEO of VSBLTY, Jay Hutton, please go ahead, Jay.

Thank you, Jonathan, and thank you everyone that has taken the time to join us for discussion today, in review of the quarter. It's been a while since I've addressed you all. I'd like to begin by providing an overview of the numbers in the quarter, and then provide a quick summary of our strategy in each of our key markets. I'll conclude by providing a little insight into the key milestones and our progress today, and some of that, I'll be speaking about our strategy. First of all, the Q3, our revenue for the third quarter of 2024 was $249,000, which is a 76% increase from Q3 of 2023, year-to-date revenues were $868,000 which is significantly higher than the same period last year in ’23, $319,000. This increase was primarily due to the Winkel Master Service Agreement taken over in February of 2024, and also the professional services related to the Shelf Nine acquisition in Q4 of 2023. Specifically the Winkel contract acquired in February ‘24 is responsible for $576,000 YTD. And due to an accounting treatment, that was agreed to with the auditors, the software as a service revenue, our license revenue from the Winkel JV, all of it from day one, has been allocated to a reserve account that amounts to a deferral of revenue. It is on the balance sheet, but sits in deferral. This amount is US $2.1 million and has not been collected, but is owed to VSBLTY by the Joint Venture, Winkel media. The joint venture has agreed to begin making these payments, starting in the first quarter of 2025. In addition, the joint venture will begin to pay the additional amount of $2.7 million owed to VSBLTY for a series of loans. As an FYI, Anheuser-Busch also made similar loans to the joint venture as a way to provide that joint venture with the necessary capital to execute its business plan. But it's important for me to reiterate, even though the company does not recognize Winkel software as a service revenue under IFRS 15, the company is building assets and will be able to recognize the revenue as we are paid, which we expect to happen, and have agreed with Winkel for it to happen on the first quarter of ’25. At the end of the third quarter, the company also had $2.7 million in debt, which will be recovering in 2025 as well. VSBLTY has kept its commitment to austerity and cost control and reduced the operating loss in the third quarter from $2.4 million in ’23 to $1.4 million in ’24. This important reduction was the result of across the board cost reductions as well as, importantly, an architectural change in how we construct our cloud computing as a result of improved network architecture, as well as consolidation of systems to a single platform. Really important development initiative that took some time to get done, but I'm happy we were able to get it done, because the manifest impact on cost reductions is significant. So year-to-date, operational loss also showed an improvement from minus $7.7 million in ‘23 to minus $4.3 million in ’24, for the same reasons stated above. Now transitioning to the business, I'd like to share a point of view that has been guiding our business for the last several quarters, and many shareholders have asked me specifically about this. This point of view basically informs our public persona, as we understand in complete clarity that we must be a company that is immune from hyperbole and overstatement. We can accept that we have not always been characterized this way, but our refreshed approach is that we don't wish to talk about events and milestones that we intend to achieve, we will talk about our goals and basic because shareholders need to know what our goals are, but we don't wish to discuss specific deals and to muse about probabilities. Materiality to a public company has to do with when in the judgment of management, and from time to time, legal advice, a specific piece of information is likely to impact stock value. This is not the moment that will necessarily trigger news release and or disclosure. It is when the deal is definable and sorted. I'd now like to take a moment to address some of the important highlights, and I can come back to that earlier topic when we discuss Q&A, if you wish. First of all, Winkel , we made the decision in February of ‘24 to acquire the Master Standing Agreement, the overall services agreement underlying the joint venture delivery mechanism. We did this because it's our biggest bet. Winkel has been our biggest bet. As I just outlined, we've deferred more than US $2 million in revenue, and we have almost$ 3 million in debt owed to us by the joint venture. Why do we do this? That is a definable force mover in the marketplace, one of the first large networks to deploy on the planet. We felt we had an opportunity to be a change maker, one of the early adopters, and we had the benefit, of course, which were still yielding dividend from which is our relationship with Anheuser-Busch, the key metrics at that point, this is February of ‘24 were improving enough for us to believe that we'll continue to improve. And thankfully, it has. The first couple years, I must confess, were rough, and at that point I wasn't sure if it was the right decision. But the key metrics now in Winkel. Winkel is now, on a month to month basis, profitable. This is why we can say the shareholders with reasonable expectation of certainty that both the revenue will be claimed back in 2025 and really the IFRS 15 is about ensuring that revenue gets recognized from entities that are going concerns and only recently have has Winkel become a going concern. This is why we can reasonably look to next year ‘25 as the year in which we start to claim back some of that revenue. So the total revenue per month with Winkel right now is hovering between $200,000 and $300,000 a month, and it's improving. Importantly, within that Winkel network is the growth of programmatic, which a year ago, this time, was $0 per month. It's now at $25,000 a month, which is modest, but climbing. We needed also to reduce costs in our attempts to get the previous contract holder, the folks from whom we acquired that contract, we were trying to get them to reduce costs, which, of course, is a way, one of the ways you would drive profitability into joint venture unsuccessful. So we just decided, since our bet was so big anyway, we decided to take on the project. And 'm glad we do. We did. Shelf Nine, second topic, Shelf Nine has underperformed based upon our expectations, year-to-date about $400,000 expected to be about 2.5x that year-to-date. This deal is 100% strategic and should be viewed over the long term. As of right now, we've just entered a pilot with a very large organization that will be beside us to deploy up to 3,000 retail locations in 2025, part of what we bring to that relationship is the ability to drive media spend, which is exactly what Shelf Nine does. So the point is, even though they have underperformed, and I'm quite unhappy with their performance to date, I do believe that as we execute on this relationship that we've just signed, not yet fully disclosed, but the relationship we've just signed requires us to play multiple roles in the partnership, but the most important role, one of the most important roles, is driving the media revenue. Basically, it's Winkel media in the USA with obviously a more consequential ownership stake. So Shelf Nine is the media company, and that's why, I think, from a strategic point of view, it continues to make sense. Security, actually, this is among the things that inspires me the most. There are just rudely long sales cycles. I think the shortest sales cycle we currently have is about two years in that business. But right now, our pipeline, granted, it's a pipeline, is about a $0.5 billion. Our selling proposition is unique. We take a platform approach. We don't take a one camera doing one thing approach. We take a platform approach. And the reason why that's relevant is in the security space, in the computer vision space, entities, companies, sovereign nations, will come to you with 60% to 70% of the things they want to do accomplished in the current software, and 30% not accomplished in any software. We want to detect something on an edge use case. The reason why we're well equipped to address that is because we have a platform. Among the things that we do very well is rapid creation of algorithmic models which do specific things. I want to detect guys wearing safety vests in a specific view from camera. That's a brand new custom development, and we're well equipped to do that and do it rapidly, which means we now stand aside from the rest of the marketplace in this sort of capable of doing custom development very rapidly. And there's several examples of that. I'll get to one in just a moment. So like they're big deals. These are all $100 million plus deals. Generally, they come with hardware mandates, which is something that I'm not totally a fan of, but we do it because the entity wants a thing, a single throat to choke, which means that our margins well in the software space are 80% plus, when we blend in the hardware, we're sitting around 50% plus. Still, in my opinion, a defensible and attractive and lucrative margin. So the signed deals going back to my comment on our philosophy, our intent, what we intend to achieve versus what we're actually achieving. Signed deals do not necessarily equal disclosure due to risk. A deal in a second or third world nation is not real until the money changes hands and the version of VSBLTY in 2021 might have released a contract that stipulated certain values, but I think that led people into a certain position, and has led ultimately to a lack of confidence in our ability to accurately trigger and disclose deals. So we're not doing that. What we will do is the finish line isn't the contract. The finish line is cash. So when cash comes, we will disclose, and we will disclose as much about the deal as we're, as we're certainly, as we're able to do. Remember, in the security marketplace, the entity to whom we're selling product is off, sometimes averse to detailed disclosure, so we'll have to thread that needle. On the cooler side, we have pilots currently running in the USA, and a custom panel was shipped to a Brazilian partner for a very large alcoholic beverage company. That's a very large order. We'll expect those pilots to run for some amount of time to evaluate it and then turn that into revenue, potentially at the end of this year or early next. I think it's probably cautionary to say early next. We also have units in Mexico with our partner in Vera for similar evaluations, both in direct retail and in brand. Last item I want to mention is an object recognition initiative that we're calling internally Market Square, where I have to come up with some sexy brand name for it, but we're addressing a problem in retail globally, and it has a total addressable market of about $80 billion. The problem is in retail trade, there is no access to digital supply chain. For that, I mean, there's very little compliance to point of sale systems, systems where you plug in or you scan a product code and it automatically identifies whether inventory has been sold and whether new inventory is required. In most of the world, Latin America, Africa, parts of the Asian and Indian subcontinent, there is no point of sale systems. Or if there is point of sale systems, they are poorly complied with. We build computer vision, which detects objects visually at the point of sale, to create a proxy to point of sale. The benefit of that is now the big brands in the world, Unilever, PepsiCo, Coca Cola, et cetera, they all want to buy our technology so that they finally have digital supply chain. Every component of the supply chain is now digitally visible, and that we now are happy to say, we're in production deployment right now in a large city in Mexico, obviously sponsored by our very large, long term joint venture partner, and we're looking at second and third countries now. In addition to that, I recently was on a trip overseas, and I met with a very large brands trade activation group, which is the group that would be interested in this type of thing. And we're looking at more pilots around that. So the point is that we have been historically known as retail, retail ad tech, and now we're expanding our reach in retail to include offense, new revenue and defense, operational efficiencies. And I think that's an important point. Jonathan, I'd like to hand it over to you for Q&A if any have been queried at this moment.

[Operator Instructions]

Yes, sure. So just for those that are dialed in, there is a Q&A button where you can type in your questions. First question that came in Jay is, when will the private placement close, and is it in connection with a new deal?

Have to be slightly cryptic, because of disclosure requirements, we announced this PP on September the 4th. We announced it with a very large, maybe our most strategic, certainly our most strategic investor. The only other one that comes to mind is the Saudi investment, which was a couple years ago. But these guys are very strategic. They have nine deals in their pipeline, and you could reasonably call them, just defining them in terms of their category, you could reasonably call them an infrastructure player. So the marketplace, certainly in the last 15 months, has pivoted to large infrastructure deals. Our big secret sauce is being a part of large infrastructure deals. If you're doing a smart city, you will certainly deploy camera technology. You might even deploy digital signage technology, and sometimes you'll combine the two. You'll put security cameras on top of digital signage. The Digital signage creates a revenue and the security creates a surveillance capability. The surveillance capability is used for security, but not just security, traffic density, law enforcement. If somebody is wandering around the community with a license plate that doesn't have insurance, you can pick that up, and that creates a new revenue opportunity for the municipality. But that marketplace, the infrastructure as a service marketplace, if you could characterize it as that is exploding globally. We're with a major player in that marketplace, and their proposition to municipalities, state governments, development communities is we will take on the entire infrastructure build of your community. We'll take on all the technology pieces. We will do this and loan you money over 20 years. You'll give us back a 20 year operating concession, and we'll generate money from you as you pay for this infrastructure over 20 years. In one case, I thought 50 years, which I think will outlast certainly me. But the point is, this is an opportunity for us to play a unique role in companies that are delivering that hypothesis. And I like to say because of that, it's no longer about speeds and feeds. It's not a feature function game, it's a business model game, it's a differentiated model. So back to the question, the company that is investing in us, and they will invest in us, there were some issues which I prefer not to go into, which had to do with them restructuring a significant debt components of their business. You can imagine, if they're doing business the way I've just described, there are components of debt in their business. They had to restructure that debt and then position themselves for new equity investments because the debt holders were unwilling to allow them to do any kind of debt, sorry, equity investment until that was all put to bed, it's now being put the bed, it is super strategic for us and for them. The CEO says to me, it is not a low risk investment for us. It's a no risk investment for us, because our pipeline signed contracts and high probability contracts represent the means with which we control VSBLTY 's revenue, right? We're going to deliver several contracts to you guys, and for us, if we can buy so if we can buy into this company at a very low value, or comparatively low value, and we can ride the wave up, then that helps us in many ways. So I'll talk more about this deal when it's fully disclosed, and I've been very frustrated with the time it's taken to close, but I can tell you with absolute confidence that it will close, probably no more than a couple of weeks, and maybe sooner. But in anticipation of that, and because of the time it's taken for us to get it done, we will announce a partial closing with our Saudi friends who came in and said, we buy into this. We love it, and we think you need some working capital. So I'm not going to change the overall terms of the deal, which, as a reminder, was it $2 million placement at $0.10 a share, which is a premium to the current marketplace, but we've allowed the Saudis to take a portion of that.

So Jay, if I may, there's a follow on question, how confident are you in the success of VSBLTY getting the cash and remaining viable and growing shareholder value with stock appreciation? So there's a few questions in there, but I guess to surmise, how confident are you in the cash coming in and the company remaining viable?

It would be a little bit hard to believe if I said everybody, I'm 100% confident. And, it's all good, because there's always, especially when you're dealing with international deals, especially when you're dealing with the countries we're dealing with, these are not highly evolved, G8 democracies. I'm very confident, we are tracking the contracts, the contracts, in some cases, have been signed, but as I mentioned earlier, we don't do that to be the finish line. It would be hyperbolic to say that is the finish line, and maybe even misleading. So we are not talking about those deals as done. We are talking about them as making enormous traction, super comfortable, and the deals are enormous, this placement that we've announced on September the 4th is adequate cash for us to get to the first projected milestone for a large down payment on one of these deals. If we see any movement away from that which I currently do not see, then we'll assess. But we don't believe there's any need to do anything beyond what we have right now. So viability? I had initially projected that we be viable, that we'd be cash flow positive by the end of this year, and that still remains a possibility on a cash receipts point of view, but probably not on a revenue recognition point of view. So not on an audited basis. But in turn, everyone here cares initially about let's make sure you got enough money to run, which I think will be addressed, and then from a revenue point of view, it will be as we deploy the components and the scope that's involved in the contracts that allow us to revenue recognize it. I hope that didn't sound cryptic, JP.

No, and I guess staying with just pipeline as a question came in January, you mentioned there was a big security deal with the US government. Are you able to share the status of that deal?

Not yet close. The election had some negative consequences to our velocity. However, I can tell you, without being partisan in any way at all, I can tell you that the new administration outside of any specific political bias, the new administration is a gift for those of us in security, because not only are they investing domestically, but probably even more importantly, they're investing internationally. In particular, we're interested in some projects we have in Africa and in Latin America, where Development Finance Corporation, which is a division of USAID, is putting real dollars, in one case, $300 million into a deal that we're part of. And putting US money, where the money, and that this has everything to do geopolitically with the China threat. In Africa and in Latin America in particular, there's a lot of concern in the administration about China's increasing influence.

Great. Thank you, Jay. And then there's a couple of topical questions come through around the annual audited financials, asking are they going to be filed on time this year. Has management looked to streamline the process to avoid the delays that we've experienced previously?

Well as of 12/5/2024, we've already begun working on the audit. So the problem is, the embedded in that question is there's some suggestion that somehow the company was complicit on the delay of the filing. And I reject that hypothesis completely. I can tell you, in Canada, there are many, many, small cap companies that were impacted by what looks to be a more aggressive petition taken by the audit regulator CPAB, has put at least five firms, maybe more firms, under the gun with respect to how they're doing audits, not that they were cutting corners, but a more aggressive stance on delivering audits, especially for small companies. One of our auditor was part of that group companies that were censored by the regulator. Bottom line is, I can't say it won't happen, because I don't control the means or levers of success, but from a company point of view, we'll be ready.

Great. Thank you. Just again, for those that have dialed in, if you do have any questions, just as we're getting close to the bottom of the hour, please use the Q&A function at the bottom. I guess one of the final questions here, Jay is, Can you provide any update on sensormatic?

Yes, in fact, okay, so, like any of these very, very large companies, they're sort of very unwieldy and difficult to manage. And for three years since our 2019 agreement, international OEM with them signed, I believe, in 2019, they basically did nothing except for create an internal group building computer vision solutions so they didn't elect to, initially, didn't elect to get behind us. They built close proximity computer vision solutions which didn't compete with us, but really took the focus off of our technologies and put it on their own technologies. In the spring of this year, that entire group was sent packing. In the spring of this year, they doubled down on us, which means, this is a big organization that takes a while to turn but from basically June till the end of their fiscal, which was September, they made us aware of this strategic change that they had made. We'd gone in, and we've provided a little bit of knowledge transfer, and now, as of December, we probably have 15 to 18 deals in the hopper. We've done half a dozen deals with them so far, all of them small, but now we've got at least two of those deals that are currently in the pipeline that are sizable in nature and for the group that's responsible for our solution, we're the only solution that does video analytics and retail now. They've terminated a relationship with another partner, and they've terminated their own development, which, as I said, didn't directly compete with us, but represented a distraction to us, for them, so I'm optimistic, and we're being intelligent about how much resources we pour into it, because we've seen this movie, but I feel consciously optimistic with them.

Great. Thank you, Jay. And then I guess with that, thank you for everyone participating, Jay. I will hand it over to you for closing remarks.

Well, obviously everyone knows it's been kind of a challenging year, perhaps the most challenging in my now 20 years as a Pubco CEO, I am feeling optimistic. I always feel optimistic. That's the nature of who I am. But I'm particularly optimistic because it looks like some of these crazy long sales cycles, particularly in the security space, are beginning to yield benefit, and our cooler, which is now in it's in fourth version, is now being evaluated against one deal of $4 million and another deal is $3 million. So we'll see how that goes. But I am feeling quite optimistic. We will not bend to the bottom feeding instincts of companies now aggressively on the hunt for free inflection companies. So you're seeing a lot of small companies like us who are challenged in really ridiculously challenging capital markets. They're just being swallowed up. And the losers, the losers in that calculus, are the shareholders every time. So we won't do that. We're sitting on valuable IP that we've all spent north of $40 million creating, and we do believe it has sustainable differentiation. We are now in a position to manifestly grow both in our retail business and our security business. I'll make a quick comment about the retail business. I meant to say this earlier, so forgive me for having it out of sequence, but our current partner, I referred to a pilot now being deployed nationally in the retail space in the USA. The problem we had was that we lacked the ability to finance a broad deployment, 2,000, 3,000, 4,000 stores, and when we sold the idea to major players like banks, who could bank us, et cetera, they were like until I see a series of media contracts from Coca Cola, Pepsi that goes three years, four years, five years, I can't finance you over that period of time. So really, our challenge was to sell someone on our belief retail media is going to explode. You need to be in the game early. We finally did that. I can't disclose the name yet. We will disclose it in the subsequent press release. We have a billion dollar company that is now writing checks to help us deploy our pilot with the expectation that we will be their partner as they scale. So the pilot's got to achieve certain metrics, which we managed as a layup. We didn't want to make difficult ones, so we made them relatively easy, comparatively easy. And when that's done, it'll take 30 to 60 days. When that's done, then I think you'll see something that rivals Winkel in terms of scale. And then the last thing on Winkel is we're now making plans, now that we're profitable in Winkel, to deploy an additional 1,000 stores in Mexico next year. And the reason why Mexico not Mexico, Peru, Colombia, Ecuador, the places that we're active in right now, Mexico is the most valuable media market. It is kicking ass in terms of revenue. And so what we're doing is we're doubling down in the places that we feel bigger. We have had additional revenue headroom, and everyone's aligned to that. We're now putting those pieces in place, and when that's finished in terms of financing it, putting it all in place, then that will be disclosed as well. But the objective is 1,000 additional stores in 2025. Everyone asked me about growth. Why are you waiting for growth? You got these bold plans initially, and now you seem to have abandoned those plans. We didn't abandon them. We took a pause to get the profitability, and now that we're profitability, will take the next step. Thank you. We're confident that a recovery in 2025 because of all these things I mentioned is high probability for us.

Great. Thank you, Jay. Thank you for everyone dialing in as I say. There will be a recording of this loaded onto the Investor Relations section on our website. Thank you for joining anything to close on Jay, just finally.

No. Thank you all and continue to hope, continue to believe, and we'll deliver as a company.