1st Deal No Money Down & 7 months to close - Top M&A Entrepreneurs: Marcus Skeen E: 53

This episode is brought to you by the LinkedIn Deal flow system. Do you want to learn the exact system I use to help a $15 million company acquire a $7 million company and get paid $500,000 in equity shares just for putting the two together? Do you want to learn how I got 800,000 impressions and have deal flow show up in my LinkedIn inbox? Just go to Deflowsystem.net and look for me on LinkedIn. Now let's get to the guest. Welcome to the top M&A entrepreneurs today. My guest is Marcus Skene. Marcus and I are in the same mastermind group and known each other for over a year, and uh we have exchanged all kinds of uh like best practices, things work, things don't. We've been in two masterminds together, uh, fundraising ones too, and so, uh. I'm here today to talk to Marcus about his recent success of signing a deal over a long period of ups and downs, ups and downs, and finally getting the deal. Welcome, Marcus. Thank you, John. Thank you. It's good to be here. Yeah, so you started, um, you know, from Australia, uh, what Why did you move to the United States and what was that, uh, process? Yes, so, um, if I go back all the way to 2018, I, you know, I, I had a security business in Australia and, and I just was looking to start one in the Philippines as well, and I, uh, came across a company that was for sale in the Philippines, and it turned out that it was a, I guess a, a, um, Some guy that was copying a Filipino from America's company that was based here in Los Angeles. So, we got connected. I came to the US and then from there, I thought about doing business. Um, sort of looked into it, but nothing serious, but then COVID hit, and March 15 of 2020, the, um, you know, uh, Australia basically said they were locking down, and on March 16th, um, we lost, um, 90% of our revenue. So, you know, we're thinking about what, what, what, what I could do further. And then basically, I think the company lasted another 3 months and then basically had to close it down. So, um, ended up looking into some things and as you said, we ended up in a group together. It just happened to pop up on my Facebook, I think, once I looked into it, it, this looks pretty good. And I think it was July 2020 that I started doing that and spoke to the wife and then said, you know, how about we move to, or have a look to to move to the US. Middle of a pandemic, December, you know, first of December, we jumped on a plane after, you know, painstakingly getting some exemptions from the Australian government and, and landed here on tourist visas on first of December 2020. So you, what were you doing? I mean, were you working for a company, you running your own company? Did you have flow coming in or what? I had had my own company, but then it closed, or basically closed it down on July of 2020 and basically, um, The, the contracts were on sold to another company. So there was a, there was some, some contracts left. Um, and then, um, I started consulting for him, and then I still consult now, and, and my wife still does some admin work for him on the base now, but we didn't have anything tying us down to Australia and, and, you know, I guess with the, in the middle of the pandemic and the way the Australian government was, we just made the decision that, you know, maybe it's best to look elsewhere and, you know, um, with the, Uh, the funding of the police and the rights and stuff that was going on, we thought, perfect opportunity for for us to look into the security industry into in the US and so that's why we ended up here, and we were supposed to be here 3 months, go to Mexico for a month and then come back here for 3 months, but that all changed once we arrived, so. Yeah. So where did you find this deal that we're gonna talk about specifically? When, when, what, what day and how did you find it? Yep, so, well, so I had two, so initially I had one, so, so if, you know, people won't know the the security space, there's not a lot of security companies for sale in the USA period. Um, in, uh, California there, there was a few, but Los Angeles specifically there was none. So I came across one, uh, the audience knows what we're talking about. What kind of company is guards, um, you know, like. Housing associations, retail outlets, um, malls, whatever, yeah, so basically just security guards across, across the board, um, but, but I, I'm sort of looking more of a solution, so I have two equipment, uh, products which I brought to me with the USA, but I need the licenses to sell them, so I need to tie them in with a, with a security guarding company to, to provide an overall solution. So that's why we were looking because we need the license, so we needed to find a company where we could buy the license. So we initially looked and we found a company that was in Los Angeles, and we started investigating that one and was sort of progressing along, but a number of things happened that, but that was through, um, I had a broker, which, you know, the, the group that we did our stuff was, you know, never use a broker, which, you know, I, I, I don't buy into 100% completely, but, you know, you know, The basis of it is that brokers usually do kill deals, and it's really difficult to deal with brokers, especially when you find that they're being underhanded and and saying things behind your back, which they, they shouldn't be saying, so, Same site, I think it was, uh, biz, bizBuy and sell.com I think. And then, um, I saw this advertised and it was, um, different because, um, and it was surprisingly, because in that week there was about 3 companies that came up that were all looked like they were individual owners as opposed to going through breakfast. So I I. Contacted this, uh, gentleman, um, the company was based in or is based in Las Vegas, has headquarters in Las Vegas, but has licenses to do business in 7 states, so I was like, OK, well this looks this looks really good. It's it. What kind of date we talking about? So this, I started, um. The the the Los Angeles one was March, then we went through a process where we had to go back to Australia to get our visas. Yeah. Yeah. So, uh, basically, it was February 2021, we found the one in LA, went through a process, uh, June 28th, we went back to Australia to process our visas. Um, we're lucky and, and, you know, I didn't realize how lucky we were until, um, you know, it was like, I guess you could say we won the lottery because we got back to Australia, Australia locked down, we had two emergency appointments canceled. Um, finally got on virtual appointment, went to the embassy, um, I went to the consulate in Sydney, got that done, came back here, and then found out the week after that the consulate in Sydney had closed, and all of a sudden, there was no more scheduled interviews, you know, in Australia at all. So, we really got lucky, got back here in August of 2021, um, was still looking at, um, the same business in Los Angeles. Another one in Los Angeles came up, but, um, Go through a broker, had a meeting with the, the owner, and he'd lost his two major clients the week before, and it's like, you know, well, that's not gonna work because, you know, there's no value. And even though they reduced the price, it still just wasn't gonna work. So I was looking still at this other Los Angeles company and then it was about probably around September, and this one popped up on Biz Buy and sell and made the connection there, but the idea was to to continue with the and and and acquire the one in Los Angeles and then use that and leverage that to, to acquire the one in, in, in kind of like a, like a roll up of all these. Yeah. So that, that was the idea initially, but there was, there was issues with, um, the one in in Los Angeles, they, um, We, we, we, we'd entered in an LOY we were working on it, but um, You know, they, their concern was, you know, new, new to the country, you got no credit, you know, how you're gonna get financing, and blah blah blah blah blah, um. I got some initial like funding, like approvals, but when it came down, it turned out that, you know, they got their PPP, which is no issue, and we'd sorted out that, and, you know, I think they ended up getting $1.7 million in PPP, and in the end it was all forgiven. But when we went down the road of trying to look to do the paperwork properly, it turns out he also had an EI EIDL line, uh, what was it? EDIL. So it was, they were, they were in addition to the PPPs, but these ones weren't forgivable. So, because they had to be transferred, it was either, we had to pay it off, which then basically in increase, because we, we'd negotiate a decent price, but then we had to increase it by $50 million to get the EID all paid off or have it transferred. And unfortunately, it was going to be difficult to transfer it to me because, you know, the, um, SBA wouldn't transfer to someone who's just basically arrived in the country. So, um, I got a phone call from the, the seller in, in Vegas, and he said, oh, look, I, I've had, I had an offer and, and, um, You know, I just want to know where you're at. And I said, look, I said, you know, I've been honest with you, I, I want to be transparent. I'm, I was looking to do this LA business. I'm still trying to work on it. I'm still a few weeks away, and I was looking to leverage that. I said, however, if you're interested in doing something alternative, and we can work on, you know, something where, you know, I'll pay you a premium, I'll, you know, I'll pay your, pay your asking price, but, you know, we're gonna have to become creative on how it's going to get done. You know, we, we can make, what, what did you know about him? I know that you've got that, uh, skill from picking up Epic, but what did you know about him that he may be receptive to that. Well, it's sort of because I guess we, we, we, we contacted, I guess, at least every, every, maybe once a week, twice a week for you contacted him or he contacted you? Um. But, but the last contact was he contacted me and, and basically said that he had, he had an offer on the table and and wanted to know where I was at. So I think our initial uh conversation was probably 2nd or 3rd week of September. His phone call came probably. First, middle of November, so I was about, we'd probably roughly been talking for about 6 weeks. Um, so I, so I mentioned to him, so look, you know. Actually going back to our, to, you know, to what, what we learned in our, in our group was, and they said, put it out there and said, you know, maybe look at something alternative, and he was like, OK, maybe, and then, um, one thing that was sort of adamant was he was looking at doing asset sale and I needed stocks sell because I needed the licenses. So I said, so, so why, yeah, why was that? You needed a stock sale versus an asset purchase agreement because we need the the the the the the firm licenses or the or the security licenses or in in California they're called PPOs. They're not transferable. Uh, um, like you can like you can keep them as, as in, like, you can add people to them, you can, uh, take people off them, but you can't transfer them from one company to another. And the issue was, why I didn't start from, from the beginning was, was that, um, you know, loving the USA with all, all the loopholes, right? So, if I was to start from scratch, I would need, it would take around 6 months to for me to get my PPO. However, um, They still wouldn't give me a direct answer if they would take my Australian experience into consideration. Now, if they didn't, I'd have to go down the road of, um, being a security guard and getting security guard hours up, I think it's around 4000 hours, which would you personally, you'd have to be a security guard. That that'd take 2 years. Um, or roughly about 2 years to get it, to get it completed. Second to that is, well, I can get the PPO as a non-citizen, you need a qualified manager who's an American citizen. If you, so, so I can't, I can, I can own a company and I can have a big on PPO, but a qualified manager needs to be an American citizen. So part of the deal was, was gonna have to be that, you know, they're gonna have to maintain the licenses. At least for 12 months until I can either, you know, we, we come to an agreement, or, um, I can find someone else to take over. And then I, I recall you asking a number of people in our mastermind, and they mentioned it or something. Did that ever come to fruition or did you go a different direction? So, initially why I, so I ended up partnering, or technically partnering up with, um, one of the guys from the, the mastermind, and, um, he had his own company and Um, we, he basically wrote, the reason why I got the exemption to leave Australia was he wrote a letter saying that we're going to look to do business and we have, we have these kiosks, um, which, um, uh, you know, they're COVID related because they can reduce face to face contact security guards. So that's why we, I got the exemption to leave Australia. Now I still have those, and like they've we've expanded on those, and that's one of the, the products that I'm bringing to the market as well as a a smart safe. So based on that, but, um, when, um, we, we were having, Difficulties in getting our visa, he basically dumped me like a hot potato. So I was like, OK, so just went on my own way. Oh man, I, I didn't know. Yeah, it was, it was so, you know, like, not, I guess jumping myself into it, but like, you know, the US government knows, obviously, but we ended up overstaying our visas like 4 months. And so, you know, it was a very stressful time, even to the point we got back to in, in the consulate, and he wrote everything down on and said, you know, I found out that even though we had our visas approved, he goes, oh, there's no issue we're gonna approve, but I'm gonna put everything down on why you overstayed, he said, but even you get to the border, if the, you know, the border agent's not in a good mood, you're not coming in. So I was like, when we landed a bit, you know. Iffy but like everything's OK, so we got here, got set up now, um, but then obviously you have to come over the issues with the licenses. So I basically had a conversation with you guys and said look, Um, I want you to stay involved in the business, um, I'll give you your asking price, um, so he had a low ball offer. I think the low ball offer was about 700,000 below his asking. And we were, we were, we were pretty much, you know, transparent in that, OK, theirs was low ball. It was probably worth 3000 to $400,000 over it, but he's, you know, he was over, he, he, he was, had an over asking price of probably, you know, 200 or 300. But I said, look, I'll accept that. So, so that offer, it was about the other offer that he was trying to, you know, was it a bluff or was a real offer? Oh, as far as I can tell it was a real offer, um, so I guess, I guess in numbers wise, he's he was asking 2.7. Um, million, they offered 2 million and we discussed and said, look, you know, reality wise, business is probably worth around 2.3, 2.4. Um, but you're asking us 2.7, I'll accept 2.7, but we need to go down on an alternative route and see, see if it'll work. And, and I said, um, you know, based on that, you know, we can structure it in a way, and then he, he'll stay. Involved. So, basically, um, we structured it that he'd get $500,000 as a salary over 5 years, um, $100,000 a year, and he would maintain the licenses. So that would then end my headache, and then we could either, you know, things worked out great, we could continue on, or after 5 years, hopefully I was down in the process of becoming a citizen. What, what was your insurance? On that. Let's say he gets hit by a bus or he, you know, uh, starts doing drugs or whatever it is, that you can keep that license for 5 years. And so the good thing is, so I own the company and the, the actual license, but he's a qualified major to maintain the license. So I can get rid of him at any time possible and then just replace him with another qualified major. So, um, You know, the longer it goes, the, the, the more connections I make, then the, the, the, you know, there's the more, um, chance I'm gonna find someone that, that qualifies and it gives you a runway, right? Yeah. So what, I gotta ask you a question. I mean, this is. Uh, a lot, you're going through a lot of emotional ups and downs, like there was one part where I, we were in another how to raise capital group and you were looking at this, like, put $200,000 down, they gave you $3 million or something. What was that about and how did that Transpire or in end. Yeah, so, um. That, uh, I looked at doing that, um, but, you know, and I don't want to mention names because there's No, cause I've had a number of people come to me afterwards doing the same thing, and I said, look, I don't understand. Yeah, yeah. Well, the thing is, so, I had, you know, initially I was introduced to this, this group, I think, March of last year. They, um, they had that program what it was like 4 times, I think it was. So, if you put down $50 million you get 2 million out within, supposedly within, uh, well it was paid out, I think, over 12 months for tranche schedules or something like that. Um, I've since found out that someone had put in the money, so you basically get your money back from the first tranche. So, Um, I know that someone who's put the money in, they got their first tranche, which was all well and good. Um, so I guess they, you know, they, they've got their money back. So they have, they're not out of pocket. But the remaining 3 trenches, it's now 12 months and they haven't, they haven't been paid any of them. They've been delayed. Now, um, I'm not sure if it has something to do with it because it is connected to a hedge fund, and it's around about the same time, and, you know, they, they're not very transparent on. Where the hedge funds were, but, but it was around about the same time as the, the GameStop happened. So it could have been one of the hedge funds that, you know, lost all their money during that. So that could have been well and good of why. They're not saying that they're not going to get the money, it's just delayed. But even though it's still 12 months. So, um, they then came out with a new program, which was a 10 times program, um, which I investigated, I had the proof of funds, I was looking at, uh, potentially doing it, but the, um, This and, and the, the, the buyer of the LA company was going to put up the funds. But we went into a meeting, he had his lawyer there, and they just weren't comfortable with the wording of how it was structured and where the money was going, and, um, so they decided that, you know, that's not what the option they wanted to do. I know that someone who did put their money in, you know, they said 14 to 90 days, and the fine print says 100 banking days, um, technically his payout day was supposed to be, The 12th of March, he's still waiting as well. So, the thing is, I don't believe they're, they're not, they're not, I wouldn't say they're a scam. I do believe that they'll, they'll, you'll get your money out on the back end, but if you're on a deadline, so if you're using the money to, you know, acquire businesses or purchase real estate or, you know, and you've got a deadline that this needs to meet, and these aren't the guys for you because they're not going to meet the deadline. So that turned out not to be, not to be a good option. So. Um, I was still looking at that, but so I think were you transparent with him about the financing type you were gonna use? uh, so both companies, the LA company and the, and the Vegas company, both of them, I was fully transparent. So, um, The Vegas company, where we decided to go down the road, I still, still talking to the guy in LA, but it sort of, it was sort of gone a bit cold now. What had come out, and, and I guess this is one thing that, you know, I think is valuable information for everybody to, to know is that when you're going down this road of mergers and acquisitions, is, especially when you're dealing with, um, family owned, you know, sole person, businesses, It doesn't matter whether it's here in the US. It doesn't matter if Australia is 9 times out of 10, when you go to look at their books, their books are all over the book. The books aren't complete, the books, they don't make sense. They're not. The books aren't in a position where you can go, I can find that. Like you can look at it. Was this, you looked at their books. And then made an offer or made an offer and then looked at their books under the hood. Yeah, so the one in LA we, we was good and they, they had a company that had made an offer while I was in Australia, and they were actually to the point where they were going to sign the, the, the deal, went into the meeting, um, The last meeting and went to sign the contracts and then noticed that they, the company, it was a corporate company, had put in 4 clauses which is basically screwed this guy, or would have screwed this guy out of about a million dollars, because what they, the deal was that the PPP loan had to go into an escrow until it was approved um to be forgiven. However, they put in a clause that said if it wasn't forgiven by this date, the money would go back to the company, and then they would still be able to try, be able to get it forgiven, and then they would keep the money, and he wouldn't get the money. So it basically was a, it was about a million dollars, so he'd lose the money, so he, he doesn't want signing that. So wait a minute, was he, was he looking to keep the money himself or to keep it in the business? No, no, so the, the, the, he would have kept the money himself if it was forgiven. If it wasn't forgiven, the money comes from escrow goes back to the business. But the thing that PPPs. We were meant to save the businesses. No, so he, he used the money to save the business, but, um, because it hadn't been forgiven, he had the money himself, and it was basically in an escrow, which basically it was, if the money's forgiven, then the money goes back to him. If the money's not forgiven, the money has to go back to the company. But what they did was they, they put in that, uh, if it's not done by this date, then we're taking the money and then we'll get it forgiven and they'll they'll pocket the money themselves. So, um, you know, the, I guess the smoke and mirrors from that was, they, this corporate company come in and spent, 30 to $40,000 on a on a due diligence company so everything was there. You could see everything and it was sort of in order. There was a couple of issues that, you know, were, you know, like could have raised the red flag, you know, they had one client that was 75% of their business, but it was different individual contracts within that contract, so it did, it made sense, but you know, it was still, still a red flag. Um, sure, 75% of your business could have killed you. So we went through the process and, and the problem was as it went further down the process, you know, like I'd ask him for, I need this document, I need that document, no problem. As we further went down the process, the documents that hadn't been completed by the due diligence company, because obviously we're getting month by month by month. So we're about 3, probably 4 months now, getting into November after, um, this other corporate company pulled out, like he, he didn't have it, like, I, I, can you give me a profit and loss statement, and then, We wouldn't have the wages on it. I'm like, just on, just pull it out of your QuickBooks, and it's like, oh, we don't use QuickBooks. And then like I was getting paperwork that was like handwritten and I'm like going, What is this? So, so what did they use? What were they using? yeah, so they're using QuickBooks for the invoicing, um, paychecks for the payroll, so like the, the numbers were there. It's just from a funding point of view, it's not, it's not in a quick book format, so it's like, you know, funders want to see. You know, we can verify this through QuickBooks and everything where there's a sort of like, well we've got this bit in QuickBooks, this bit over here and and you have to put it together and it's like well that doesn't work. So, we had some funding that was, that, that was approved, but then, as I said, the EIDL came out, so it was dragging on. So then that's why I thought, OK, well, maybe I'll reverse the roles and then look at the Vegas company first, and then have the LA one, maybe we can leverage that one later on. So, I got into an LOI and then basically, the, the, the terms of the LOI was that, um, You know, we're looking to, to, to go down the road of doing a management buyout, so basically, um, The yellow eyed made would bring me on board as a, as an employee. Paying salary. All right, so, so you, uh, you propose they managed to buy out, you come on as a employee, then what? Yeah. But the issue was and um. There was an employee who was his second in charge and um was basically running the company. Now, um, from the beginning, I, you know, wasn't happy with the fact, you know, he, he's taking an exorbitant amount of salary. He was, you know, the salary was, you know, the revenue of the business was, um, 4, you know, just over $4 million and he was, you know, the, the bid was probably about 700-ish, somewhere around there, and then, um, he was taking, $400,000 salary. 10% of revenues, yeah, so I'm like that I said this doesn't make sense and like you know portrayed this guy as the, the be all and the end all and you know he's a really good guy and I'm like that's a little good, but like. You know, the numbers don't justify some. So he, I mean that's his business. I mean he could use it as a personal piggy bank if you want. It's just, oh no, no, no, no, it's not the not the owner. This was the employee was taking that salary. Oh crap. So I was like, OK, so anyway, um, I got, you know, we went on, like it's sort of the yellow, we agreed on terms, signed the LOI, and then the process sort of dragged on for a couple of weeks, and then, you know, there was, you know, basically, the employee, like, you know, basically, like stopped me from being employed. But we still went down the road and the deadline of the yellow Y was 23rd of January. So I said look, you know, you haven't complied with the LOI, you know, you're sort of back and forth, but I'll still try and get this done by that date. Yeah, so you've got multiple deals trying to close, and they're both in the same niche. You're being very creative. I mean, do you, at some point you're like, man, this is a lot harder than I thought it was gonna be, or what? Yeah, no, so, and that's, that's the main thing was, you know, it was. So, I guess the, the, the thing with, with the, the, the main mastermind thing we, we did was like, if, if you just look at that from outside looking in, it's like, the way they talk and portray, you know, oh, you get this, this, uh, opportunity here and it closes tomorrow, and, you know, it's like, and that's not the reality at all. The reality, you know, like, at this point, I was already, What, 12 months in, you know, but realistically, we came in August, so 6 months, 6 months, you know, full on trying to get this solved and it's still dragging on and, you know, one minute we're going forwards, and the next we're going back. And in the meantime, you know, I don't have any income and, and all of our savings are, you know, basically going you know I was like looking or where are we going to get money from, and what are we gonna, what we can do. So the. here and then the pressure of trying to get these deals done. So the initial like did neediness ever creep into your negotiations, or do we have you ever to compartize that? I mean, you've got these pressures of I've got to, I gotta buy a business, gotta get the cash flow, but I don't have a, you know, income. I'm not consulting or whatever that is, and then. You know, you want to call somebody to move something along, but it's kind of needy, like, hm, yeah, I think, I think potentially yes and and and I think um. It probably went too far, as in, right, as in become needy, but like, I don't think it went to the point of like, It didn't do it to the point where, you know, it affected the deal per se. But, you know, it's definitely like I'm, you know, I try and go, look, we need to get this done, you know, and then, you know, my, my, my, I guess I was really focused on, you need to bring me on board, you need to bring me on board, you know, I need to start taking salary because like this is dragging on too long, etc. etc. Hold on one second, hold on, hold on. All right, so where were we at on that, uh, um, I'll take this. I'll have to add this lighter, but um. Let's just pick up where we left off. Yep. So, um, yeah, so I think, yeah, it was like, I was sort of pushing to for me to come on board as a, as a, as a consultant. Um, was that kind of a consulting for equity deal that you'd come in for a percentage, or you just They'd send you cash flow because you needed the cash flow. Yeah, just send me cash flow because I needed the cash flow. But, um, you know, at, at pretty much every point, both companies reject it. So, you know, you know, one was, I don't want to bring you on board unless, you know, unless that the funding's guaranteed, but, you know, he, the way he was trying to do the funding was just, it, it just wasn't gonna work, so. That's why the and then the LOI with the the way it looks like he hadn't complied with what we'd signed on and agreed on, like I had, he'd sent me an employment contract, but then it didn't, nothing happened because it was, it was stopped by by this other employee, so. The boy and then I go, hold on, hold on, something is going something. Right, well, so what this, I have to ask you about the read of these two sellers. One was doing $4 million but some guy, one employee was taking $400,000. Uh, why was the owner allow an employee to take 400,000 dollars? Um, well, I guess from his own. Um, admission was he checked out. Um, this guy was running the company, this guy had a great reputation. Now, it was portrayed to me that he'd sold his company in another state, um, and that his non-compete had Just ended in that state, and it was potentially up to 10,000 hours of man hours a week available that he would be able to tap into. Now, I was like, that's all well and good, but you're not basing that state any longer, but realistically, you know, even if it, you know, it's really good you're looking at 5 to 7, 7000 hours, um, what it came out was later was he sold the company in 2002, so I'm like, Non-competes don't go for 20 years. There's, you know, we're now in 2022 years, 2022, so there's no way there's a 20 year non-compete. It just doesn't, it doesn't happen. So yeah, that's not. So certain things started to come out and they started to, you know, some cracks started to fill in and, you know, like all of a sudden. You know, I said like same the books weren't in order. You were, I mean, essentially you're a threat to him because his $400,000 is gonna go away if you come in and run the show. Yeah, yeah. So we got to the, the, uh, the end of the first LOI and then we, we, we resigned a new LOI, um, But I, I've partnered up with, um, a US citizen and, and as my CFO. He's a, he, he, he's a professor, mergers and acquisitions, um, you know, business financing type stuff in a, in a Southern California, um, a university. He's, and he's, uh, the husband of, um, my wife's friend. So that's how we, we sort of got talking and one thing led to another and, And so we sort of started looking and he, and I gave him the information, said, look, this looks alright, you know, and then he said, look, I'm willing to put up my credit and you know, my history so we can, You know, I guess, take the business. So that's when we started looking at even more creative, and then, um, we, we end up going, me and him went up to Vegas and we sat down and went through the, the, the books and, and everything, and we said, look, that's good, you know, we, it looks on paper it looks good. However, We want to see the proper books, and the guy that was brain company had his own system, it was online, um, the accountant hadn't done anything. It turned out like the year, the year of 2020, there was a $1.5 million dollar loss on, on the, um, on the IRS books on the, on the, the tax filings, and then I'm like, Just doesn't make sense and then I actually wrote a letter to the the account and said, can you please explain this? And he came back with, I've just checked actually I I made a mistake. So I, I rang because I was on the phone to the sell and I'm like. You know, you've made a mistake. It's like, it was, turned out like I think the loss was around. 200,000, but that was explainable. But I'm like, that's a $1.2 million mistake, like, that's not a mistake that you know you can afford. So, the thing was, So, OK, so what are we gonna do here? So he's saying how quick are you gonna kill this deal here? What? Well, the thing is we're definitely looking, but the thing is, on paper, it makes sense. So I spoke to my, my, my, um, my partner, and he, he goes, look, I will go in and recreate their books the whole of 2021 and up until, um, April for free. So was he here forensic accounting? Uh no, but, um, but he's, he, he's got, he does, he's done this enough to be able to, you know, so we've got because we've got all the bank accounts, we've got all the expenses. It's just, it needs to be, you could just dump that into a QuickBooks or plans or something like that. And then they they do they're doing QuickBooks, um, desktops, so he said we'll transfer it online so then you know. You can do it, we'll fix the books up, so at a minimum, even if we don't do something for you, you said your books will be fixed so you can go and sell it to somebody else. Yeah, so we, we went up there on the first week of February and like oh wait a minute, wait, were they resistant to that? Not initially. Because anytime somebody resists an audit, this is like an audit, if they resist, you know there's funny business going immediately. Well, the thing was, so we went up there and, um, there was the owner and, and the major was there and, and, you know, the major was, like, not really, not really interested in the meeting. Um, we asked for some information from the meeting, um, we got one. Um, part of the, the, the, the first part of the information, sent the same day. We asked for the aid receivables. And um we said we'll have it by this afternoon. Then the next day came, didn't have it. The following day, followed up where where's the ass. Oh, they haven't been, you know, up to date, wrapped up date. It turned out that uh and I before that I had a conversation with someone and said, look, um, this is not looking good, and it turns out um that the major end up resigning. Now, we're asking for a receivables, and he said, look, um, the, the books aren't updated, um it looks like the manager, when I told him I was selling the business, um, looks like he's checked out in, in October. But I said that when we were looking and I said well how long haven't the age receivables updated, it's like nearly 12 months they haven't been updated. So I'm like, that's not checking out when you sign a business, that's like a long time before. So I said, my, my issue is that, and I said, you know, and I guess, me, me and the, the seller were starting to get, you know, become acquaintances type, you know, friendly. So I said, you know, my concern, like this guy's taking an exorbitant amount of salary and, and like, it's the business is not being run properly. So Anyway, we, we sort of agreed that like, anyway, the, the major left. Um, the owner was left on his own and then basically ghosted me for nearly 6 weeks. So we started moving on, we're looking at other acquisitions. Um, but he sent me a message once a week or something just to keep me interest. Um, after, I think it was about 5 weeks, he came back and said he's got another offer. I said, OK, no worries. Um, so basically, he said, well, you know, Well, how can we structure something else, so he basically then came up and then it was his suggestion and said look, If you come up with $500,000 he said, um, A and then uh well, in this year was, yeah, you come up with $500,000 and then I'll sell or finance the balance. Now, I'd already renegotiated the price on the other way. So the initial price was $2.7 million. Now he, they lost the contract that was, uh, and this is the reason why the manager decided to move on. So I lost the contract was worth about $800,000. So I renegotiated aside from the potential fraud going on with the number one guy and then the book's not to be in order, there's no way you could offer him what he thinks it was worth. Yeah so we we renegotiated and basically the the new price was 1.6 million. Um, but then on top of that, I'd pay him the, the $500,000 salary. So it was, it was about 2.1, if, if you're gonna say it's total. Um, he said, $500,000 down and you'll sell the finance the balance. So I said, look, that's all well and good, but we need to fix your books. So he was resistant to that, he didn't want us to, he he he he he he said, if I go down this road of, of, you know, cause basically, um, My partner said, we'll recreate your books, and then based on that, and using my credit, and then since then, I was lucky that, um, I ended up getting my credit and everything updated. So I got like, I ended up getting like a credit score in, in, in the mid 700s. So then we had that as well. But he's like, he'll basically, and then also the partners, he'll he'll put down $100,000 of his own money. So this sort of was going back and forth. I said, but like, you know, it's not like he say he's going, oh look, maybe you just go and find a strategic partner, and I'm like, the, the, the, the cell I'm going, what, what are you talking about? I said, the 500,000 has to come from somewhere. Now, if I build up a strategic relationship with someone. Like, that's not, doesn't happen overnight. So then we went down the road of, and, and like he kept saying, oh, you know, you can like maybe find a company in, in, in Los Angeles that wants to do an acquisition. And I said, if that's the case, I said, they don't need me. I said, if they're already looking to do an acquisition, they've already got their management team in place, and then you've already advertised your business. So if they're looking at at at acquisitions, especially outside of California or Los Angeles, they're already gonna have contacted you, so they're not gonna need me, so that's not gonna work. So this went back and forth for for for a few weeks, um, um, probably for a couple of weeks, and it was and it was actually becoming quite frustrating and I, I was ready to pull the pin and go, you know, this is, this is too much. Um, yeah, but you did fall down on this one. Yeah, no, no, no, no, so this is the one I ended up doing. So we still went down the road and then he, then he finally he messaged me and said, how much money can you come up down? And I said, look, I probably come up with about 100,000. So the initial conversation was, he wanted the 100,000 down non-refundable, but before we did the books. And it's like, this is not gonna happen. So we got on a call, um, with, uh, and it was the same day he actually told me, and then we got on a call that night with my, my partner, and he, he, he had another offer. This is separate to the, the first time, he had another offer. He still had it listed on Biz By cell or other places, yeah. So. He came up and he basically said that, you know, he'd been given an offer of a million dollars cash, um, just for the contracts and a million dollars in stock options which he could turn into cash within, 6 months. Now I said did you know who the uh other offer came from? Oh no, I didn't. Obviously, was it an OTC company or like a publicly traded company? public traded. So this is where this is where the thing that the the the interesting thing came out because um I said my, in my experience, I said, look, I said in my experience is. You're gonna get a million dollars cash now, and then they're giving you a million dollars in stock options, which you're saying you can turn into cash in 6 months. I said, stock options are a long-term option. They're not to turn into cash within 6 months. So I said, I don't believe it. So then I can guarantee you this, they're also gonna do this, uh, contingent upon redo your audit. Hm. Yeah, well, here's the thing was, he said, no, that that wasn't him. So we got on the phone that night with my partner and my partner goes, so this offer, um, are they a public traded company? And he went, yep. And he went, the deal's not real. And then, then the seller went, well, what do you mean? He goes, If it's a public traded company, it doesn't matter what structure your deal is, within 90 days, they've got to provide the SEC with your financials. You don't have any financials because we're the ones we're offering to do them for you. So anyway, so he said, and then, so my partner said, I'm not giving you a $100,000 non-refundable deposit because I don't know what I'm buying. On paper, it looks like this is good, but we need to recreate the books to make sure that what we're buying is what we've got, so we're not doing it. So then we ended the conversation. So that was basically the deal done. So I was like, yep, so that was like on the Thursday. Um, so we just left it on the Saturday night at about one a.m. in the morning, I got a text from him and said, um, I have a question for you. So I just replied, uh, he goes, I have a question for you. I want to ask you tomorrow. So I just replied, OK, not expecting to hear from him, because I'm thinking 1 o'clock in the morning on Saturday, you've had 5 bottles of wine, you know, you, you think, whatever. So, at 8 o'clock in the morning, he texted me and said, All right, he goes, I've thought about it, he goes, because I actually like your offer better. Because like, the reason is that it, it keeps him involved and, you know, he's In fairness to him, he's developed on paper, a really good business over the last 7 years. So it keeps you involved to be able to help develop it, but while handing it over to me. And the reason why he wants out is because he's going back into doing another business with his family. So what, what kind of business? Uh, real estate, real estate, OK. But going into real estate. Your offer really doesn't help him with, you know, going into down payments for real estate. I, no, no, so, but yeah, it's a family business, so he's got, it's, it's structured in a different way, so it sort of makes sense. OK. So the thing was, so he basically text me the next day and said, look, um, in lieu of the $100,000 down. Uh, a non-refundable deposit, would you be willing to sign over the exclusive rights of selling your AI technology and your safes to my company? And I didn't even have to think about it, because it was like, if we, because you basically we said, well, if we go down this road in 3 or 434 months and then, We don't follow through with the deal, and then he's, he's, he's gonna send him back 66 months. So, by me signing over technology, it's like I have skin in the game. But for me, it made sense because if I sign over the, the, the, the rights to him, then it gives me the license to be able to sell. So even if we don't follow through with the deal or the deal falls through, I still have an avenue to be able to sell my my safes and my, my, my technology, um, going forward? I'm not sure. But he came up with it, so I was like, Yeah, OK, we can do that. So then, what I did was, then I went back and instead of doing a ULI, we did it like a heads of agreement. And basically, um, I basically put down this, um, I, I come on board with a salary, starting, so, well, this was a Sunday, it was like just about 2 weeks ago now. As of next Wednesday, I start getting a salary. Um, uh, um, I come on board as the vice president of operations. Um, and, Uh, basically, as a con but but as a consultant through my own company, um, we then fix your books for you. Then, um, once we fix the books, and, and the books make sense, we'll put down a $100,000 deposit, refundable. Um, and then basically, we'll get funded an additional $500,000 and then the balance is seller financing. So, um, he basically, Um, then said, OK, so when we, um, get to 500,000, we swap, so he then becomes the vice president and I become the CEO. Um, and then he, he takes a salary of $100,000 and we have seller financing for 5 years, 5 years. Now, initially I put 3%. And, um, I, I sent it to my partner. He, he signed it and said, Yep, you, you know, I'm happy with that structure, that, that's all good. Send it to, you know, and, and the, um, the seller came back and goes, I'm happy with everything except the 3%. So, cause I, you know, I just put 3% because 3% is SBA rate, SBA rates or something, right? So, so I, I rang my, um, my, my partner and said, Oh, he's happy with everything except for the, the 3%, and then my partner started laughing like it's actually 3%. Is a little bit low, so we ended up, he said maybe Stephen got 5, he came back and he said 6 agreed 6% over 5 years. Um, then we sort of Um, just back and forth on, on a few things and it's like, well, you know, I'm a bit concerned about cash flow of the business initially and, and this is before the books are done, yeah, so the agreement was that for the 1st 12 months you only take $50,000 as a salary. Then for 4 years, we'll take 100,000, then the last year will be 50,000, but I said but, but it's also based on him also bringing in new business as well. So, um, there was that that we agreed on, and then also the, the payments on the seller financing don't start for 6 months after we take over. Yeah. So yeah, so basically that was it. I went up there, um, on the Tuesday, we went through. Um, all the admin, he showed me how to invoice, showed me all his, uh, payroll, signed off on the deal, and then Wednesday, and then now we get two weeks in. So the deal's done. So how much do you own that's when you're a VP and then you swap. How much of the company do you own? OK, so, um, I have a deal with my partner that will, that it's a 60/40 split. Um, but then the, when we, once we take over, so once we take over, he, the, the seller's going to keep 10%. Once the seller financing is paid off, it's also in the agreement that, um, he will sell us back the 10% at the, at the cost of, um, one, alcoholic beverage on a boat off the coast of California. OK, that's cool. So. How did, why do you think that deal worked for him, his motivations to where he's going? Well, the thing is and, and I think this it comes back to um You know, doing a, uh, an alternative deal. And as I said, you know, I already mentioned, me and him have built up a sort of a, a bit of a, I guess, a, a friendship, a rapport. Um, you know, I know he's going through certain things. He understands what I'm trying to do. Um, he's, you know, at the end of the day, this is his company, it's his baby. He wants to see succeed. He doesn't, you know, he wants it on, but he wants to see succeed. He still, I guess, has some sort of emotional touch, attachment to it, um. This is, I mean, this is a guy that was employing somebody that, you know, was pulling out $400,000 for that business. Like, he took his eye off the ball for a while, like he did. And the thing, you know, I, I, I guess the thing is that, you know, he's a bit, he looks like, well, he doesn't look like, but he, he seems to be, um, burnt out, hasn't had enough of the security industry, which isn't uncommon. Like, um, a lot of the, the, the businesses I've looked at over the last few years, the main reason is that is like, you know, I've had enough security, I want to get out. Um, but I think the, the option of him sort of remaining involved without actually having to do the day to day stuff, not having to be involved with security guards, not having to be. Yeah, so what, how, how, how is that 10% and him bringing in business, what does that look like? Do you require him to do 20 phone calls a week or a month or just 10. is basically to maintain the licenses. Um, now, not only but so we've got 77 licenses in 7 states. Maintain those, so he's the name on those, which is what we need as an American citizen. On the reverse side, if we expand, so let's say we we go to New York, if we go if we go to Chicago, then he would be that person that would also go onto those license is the guy in California the epic guy, he's uh American citizen would take that role or what? Uh, yes. Yeah, OK. So, the thing was, um, that, so it basically structures, so, and then it's also that his salary will increase providing he brings in your business. So if he brings in like a million dollars in business, then, um, his salary will, will, will, will go to $150. Yeah. But then the good thing is that like, and which, which was his suggestion is that like, so he starts at $100,000 on the 1st of January. And then if he hits a million, then it goes up to $150 but then on the 1st of January the following year, it goes back down to $100 and you have to get that, those, that, that million dollars again. So it's sort of, it's it's all started, it all fell into place, like, you know, I, you know, I'd like, you know, you, when you've talked, you know, I'm a bit sarcastic as my Australian humor or whatever, so I, I'm into him going, you know, we could've done this 6 weeks, but, you know, at least we're here now, so. Yeah, how did you feel? Well, I guess the car is like, how many times did you feel like giving up over this year, almost a year, or, you know, I, I've had some dark days and, you know, there's been some days where, you know, I didn't want to get out of bed. And, you know, the thing is, but at the end of the day, you know, I came here for a reason, and, you know, you've got to just keep going. I, you know, and I, you and I have been friends for a while, and I just remember a couple of times we talking that it's just like, I I I knew on the other side I go, Marcus, jeez man, he feels like it's like. I, I, I'm feeling like he's depressed, but the weird thing about it is you kept going. You kept moving forward. Even though your head was down, it was dark, it's cold, it's snowy, you kept going. And the thing is, you know, like it was always there was always that hope that, that, you know, you could get something going, but the thing is, I, I, I, I guess tapping into the, the muscle and it was like, You know, and and there there's actually think there's, there's another Thursday call that we do, and he was also on the, and then he made a comment which made sense to me, and he was like, if I followed that mastermind. 100% how it would, you know, how it's portrayed. He goes, I'd already be broke. He goes, but you take parts of it and you put it together. Right. Oh, this is your partners in that. Yeah, no, no, no, this is what the the the guy that does the first call. Oh yeah, yeah, yeah, yeah, yes, yes, I agree with that. I know who you're talking about. And the thing was, I think it makes sense is that like. If you go into any any of these masterminds, you know, you can get caught up in doing 10 different masterminds and that's not getting nothing done. And the thing is you're trying to follow these 100% and it they're telling you what they've done to be able to succeed in what they're doing and they give you, This tool and that tool and this tool, you don't have to use all the tool. You, you can't. There's so many like this mastermind you're talking about earlier that I, somebody asked me, goes, I wanna want, I want to do what he does. Like, well, it's not gonna happen because you don't have all the resources, the capital and everything and the experience. That he has in place in the foundation he's like, you know, ideally that that initial mastermind was directed at like digital marketing agencies and you know, like it works for any business, but you've got, you've got like really adjust to it yourself. And I think that's what kept Me going was is that if, if I was following that 100% to the tee, I probably would have given up I'm like, because this is not working, there is no way out of this. There is no way putting that as in it is in a box and then putting that box over here into a into a round hole. But so it was like, I know that if I, if I took these tools, and it was the tools that, that, you know, that I was like, OK, I like this one, I can use that one. I like this one. Putting those together was what kept me going. And it, it was, it's, it's most important that you don't get stuck in the little things of, you know, um, Yeah, I, I've got to do this, and it's got to be done. Oh, he did, he did a deal in 2 or 3 days, you know, the reality is that doesn't happen, is because, like, when, especially when you're doing alternative deals, like, you know, at the end of the day, I did, you know, this deal was 0 out of pocket and 0 down. But the other thing is, is people get confused is 0 down isn't 0 out of pocket. Right, because, zero pocket isn't 0 down. It's somebody else's money, right? Look, the money's coming from somewhere. So, you know, even though, you know, I've initially done this and I, you know, I'm in the business now and I'm working towards it, and it was 0 down and 0 out of pocket, but once we get the books done, there's still 100,000s going down. Now it's not, it turns out to be 0 out of my pocket, but it's still coming from someone. And then have you changed on this? I mean, you've been in the arena for a year working a deal. How have you changed personally? Um, my, my, I have to be honest, my, my health has suffered a lot. Um, having said that, uh, you know, I've just changed my diabetes medicine, and I'm back to what it's supposed to be for the first time, and I actually took it today. Actually, you'll see my monitors on the. I got this today, put it on and it monitors my diabetes. And it's actually back down to where it's supposed to be for the first time in, in a long time. So, yeah. Well, the thing is, you know, I I've been honest and, you know, you know, me and my wife had had problems and, you know, she almost left me because, you know, I'd packed her up, brought to the US, and, you know, we were supposed to be doing this and, you know, it shouldn't have, you know, what we've been in now was what, 16 months, and it's taken 16 months. And I think the, The thing that people also need to understand when you're doing is, like, don't try and do things that you don't know what you're doing. So like, I could have gone down and tried to get a digital marketing agency. I could have gone down and done my own podcast, for example. But that's not what I do. I'm, I'm a security guy. So I've got to stay in my lane, and that's the only thing that kept me going was because I didn't, you know, I might wake up one day and think, oh, what's going on? This is, you know, this is crazy, this is not working. But, I knew what I was doing. Where if I was doing something digital, it's like I'd wake up and go, well, this is not working, and I don't know what I'm doing. I've got to give up. There's too many, too many questions like what you don't know. Yeah, yeah. So the thing is, like, once I have my own business, like the security business here and, and it's developed, maybe then acquiring a digital marketing agency might be something to look at. But, but the digital marketing agency being my first acquisition was definitely not an option. I almost like I think everybody thinks that I want to buy a digital marketing agency. Yeah, but the thing is, you, you know, I guess there's certain things that you need to pay attention to. You need to, um, listen to in between. So like, I'm, I'm not sure if you're on, on the, but there was one time I was still in Australia and we're having a call and I actually asked the, um, the guy that was in charge of the, the muscle I said. You keep telling us about um all these great deals that you're doing. Can you tell us about your failures? And he went, yeah, and he spoke for the next 30 minutes, and it was great, and he said, but he turned off the recording because obviously he was mentioning names and how things didn't work and etc. But it was good because it put things in perspective that not everything is rosy, not everything is working, and if you listen to certain things, that's sort of like, well, maybe you might get, 10 potential deals you know 102 connections, and then of those 10 potential deals, you know, 7 of them might be real and of those 7 are real, you might end up doing 1 or 2. But the reality is, you might end up doing none. And it's just like, yeah, if you look at that funnel and it goes down to 1 to 2, and that's over a 12 month period. I mean, you cannot rely on a 1 to 2 is going through, yeah. Yeah, and the, the thing was too, and then, you know, like we have that Facebook group and initially you saw the initial guys that were really like, yeah, yeah, yeah, yeah, yeah, I've got this deal, I've got this deal, but actually, in reality, they didn't close any of them. And, and the thing was, you know, like, and, as you're right, they were like, oh, digital marketing, digital marketing is the way to go. And during the pandemic, digital marketing, marketing was attractive to people because it wasn't, you know, it was no face to face and, you know, everything's going off, uh, you know, online and everything. But it was like, if you're not in that space and you don't understand it, you know, how do you move forward? Yeah, I, I, I completely agree, because you don't really know what the bell, how the bell rings. Yeah. And the thing is, like, you know, whether you want to call it, um, 0 out of pocket, or if you want to go down the road of trying to get it zero down, the issue then comes down to is you have to build up a rapport, which is why it's taken me 6 months. I build up a rapport and, and, and, you know, I, I want to say a friendship with the seller in Vegas. So the point is that he trusts me. That he will give me his business for no money down, and then, uh, a small deposit, um, which is zero out of my pocket, to then take over his business, to then be able to give me seller financing of $1.1 million in a $1.6 million dollar deal. Now, they have to you have to understand what you're doing. You have to show them that you know what the business is that you're getting involved in. If you don't, You know, or acquire if you want to acquire a digital marketing agency and you have no experience in digital marketing whatsoever, why is someone gonna give you yourself? Why is someone gonna let you take over their business or no money out of. And, and that's the thing is, I think, you know, a lot of people, you've got the mindset of this is easy. I'll just go in, I digital marketing, no problem, or people will hand over their businesses. It's not the case because at the end of the day, they're selling for a reason and like, they might, they might have flexibility in when they want their money. But they still want their money. And if they can't say that you're gonna give them their money, then they're not gonna do a deal with. Marcus, this is exactly why I started the podcast, because, you know, you get on the masterminds and you're talking to these coaches, and you get one question, maybe two, and that's it, because there's 50 other people on the call, and you're, you, you're not understanding what it takes to actually make a deal go through. With this creative type of financing. So that's why I'm talking to M&A entrepreneurs like yourself, like, look, it took 16 months. It took 6 months to build a relationship. Him probably testing you a number of times and I was like, like, does he get, does this guy know his stuff? Like, oh my God, he's got some AI that I can buy from him and then reverse the sale or, you know, turn it around. Like, do I trust this guy? That takes time to build. And and the thing too is like, you know, I, I do believe the other two offers were real offers, um. But you know, but there's obviously things connected, as I said, you know, like, he doesn't have his books, so that other real, like technically it might have been a real offer. It's not gonna go through because he doesn't have his books. But, you know, he, I believe, as you said, he, he's testing me. Look, if I, if I don't, if I don't contact him for a few weeks, if I don't, um, agree with what he's saying, is he going to walk away? Because if he's gonna walk away so easily, why would I do the self-finance? Because if he walks away easy from, from, from this, when it gets difficult, when he's running my business. You know, if he walks away from it, I'm not gonna get my money. So it's yeah, at some point when he came back with a counteroffer and said, let me have your AI and then I re-licensed it back to you, there was a Point where your relationship turned into a partnership. Yeah. Yeah. And the thing too, like I actually, we had a conversation and, and I said to him, like, uh, so I was in Vegas on Friday, and I said, actually, I said, so I've got a contract, so I've got a guarding contract, which I've been working here in Los Angeles, but I had nowhere to put it, so I've sort of been on hold. I just, like, it, it's funny how when you, when things start going right, and like, I won't say, you know, they're perfect at the moment, but like, they're starting to turn around, other things start coming back on board. So, I'd spoken to this, um, this, uh, company about taking over the game in LA, and it sort of been put on hold, and they came back to me last week and said, You know, we've just got our our grant from the government, you know, let's have a meeting so I've got a meeting with them tomorrow, but I said to, I said to the seller, I said, I'm at more risk now than you are. I said, because, um, if I'm, you know, I'm, you don't because he doesn't have anything in Los Angeles, he has a license. California, but most of it's, uh, up in Oakland and San Francisco. I said, I'm, I've got now somewhere, I'm gonna put this contract with you. So, if this doesn't, if we don't go through with this, I said, I can't just take that contract and put it somewhere else. You, you've got the contract. I said, so, I said, you know, and then, You've got my technology, which I've, I've handed over the, the exclusive rights to. No, not, I said, not that it's a big deal to me, I said, because it still gives me the licenses to be able to sell them. So, but I said, if this doesn't go through, you're going to end up with a company that has proper books that you can go and sell it properly. You're gonna have a footprint in Los Angeles, because you went, you went, but I want a footprint in Los Angeles. I said, Yeah, but if you want to sell your business, a footprint in Los Angeles is a good thing. So I said, you're gonna have a footprint in Los Angeles, and you're gonna have the the technology and you're gonna have good books. So, you know, your company's going to be probably worth more than if, if this didn't go through on, on paper than what it is right now because the books are done. So it's sort of reverse where he was thinking that he was more at risk than I am, but now it's reversed where I'm now at more at risk than he is. It was risk reversal. You really showed the value to him. Yeah. So, yeah, Marcus, uh, we're already up on the hour. Sorry for the any technical problems, but I want to thank you for spending time with me. I know, it was good and I really appreciate your time, John, and, and, you know, especially like times when you're down there, you know, there's certain people you can call on just to just to have a chat because sometimes, you know, it's, it helps much more than people realize just to have a chat and get, I thank you I appreciate that too. Excellent. Take care. Bye bye.