Sorry, but that is not what an S-1 is for. Yes the S! has to be filed but that is only for the portion of the note and shares that are being transferred to Carey. Remember Joe cannot take more than 4.99% of the outstanding at any 1 time. The S-1 is a stock registration statement which allows the company to sell registered shares. It has nothing to do with an individual though a company was mentioned in a PR to be offering financing for FPFI. The link I posted has all the official information regarding the registration process. the agreement with Cary as far as how many shares they can hold/purchase is totally separate from a registration statement.