Simply meaning I would never put SMKY into a death spin of dilution transactions that would intentionally result in devaluing my interests. Not that difficult to understand..

Hello Bucks, and very well presented. However, I'd like to add a bit of commentary for additional clarity on the concept of "dilution" as it relates to corporate finance and "effective" dilution by company shareholders. To be sure you know, I am the largest shareholder and individual cash investor in SMKY, so my perspective and motivations as CEO remain 100% aligned with yours as a mutual shareholder of the same class of stock.

For all practical purposes, dilution for every company ever existing was and/or remains a required function, while forging its ability to self-capitalize operations from profits and even then, many companies choose financing facilities in lieu of cash depletion that result in the ultimate issuance of stock. So basic fear of dilution and it being a dirty word are merely perspectives derived from negative experiences by misuse and abusive exploitation by CEOs and their boards. And, “habitual” dilution is, too, a subjective perspective, as you must realize that one of the key purposes for a solid concept or viable company to get public is to create negotiable currency in the form of its stock, for which to make acquisitions that grow revenue and enhance shareholder value.

So the active words relative to dilution are “shareholder value” … while mathematical law dictates there will be numerical dilution when stock is issued for a transaction, what’s of most importance to a shareholder is the resulting “effective dilution” that the issuance can/will have on shareholder value. And, this critical aspect is a function of a CEO’s (and the board’s) financial savvy and to a greater extent, motivated individual intentions. Therein lies the element of fear perspective that so very many shareholders have experienced.

You are invested in a public company [SMKY] with nearly 50% of the common shareholder equity being held by executive & board management, and key affiliates, all of whom have individual motivations and intentions 100% aligned with yours...

FYI, no personal e-mail ever received, no record in our web system of any e-mail coming through web site. I always respond to direct communications.

yes, been there & done that work routine when I had my restaurants, even had my 24-hour days when a night shift cook in one of the units didn't show and I worked the oven all night. That's why I'm mass producing the food now! No more on-site cook'n.

Will do ... I know who my bosses are!

Of course our cash need was immediate, otherwise no sense in considering an Asher kind. SMKY does not have registered shelf stock to sell on the open market or certainly that would have neen our action. PS financing, if received in time, will take out the remaining Asher notes and launch operations. We have much different beliefs as to SMKY's post-financing /post-acquisition maarket capability; I know our stock structure and shareholder base very well.

Info on the processor remains under NDA restricted to our investors receiving offering materials. Custom Meats next door is in pretty much the same sector as our processor, but not the same as SMKY with our oven, in that they use the same oven model as our processor to produce hams, bacon, pork chops, etc. all with the added curing solutions and chemical preservatives, etc.

IMO, Asher and kind are short-term venture capitalists providing a unique (short-term) financing strategy to CEOs in critical need, which runs the range of being strategically-risky to outright inept management and shareholder carelessness. Far too many pennies mis-use Ashers' value and shareholders suffer.

Indeed, with Asher financing some 400 pennies, very very few have business models/capital structures that are actually capable of winning at the Asher table. However, for those remaining few company's with the requisite qualities that can/do win in taking the strategic-risk, IMO Asher's money then results to not only have kept the CEO & his investors in the success hunt, but the added dilution also served to enhance ultimate market cap value upon such success (assuming the penny company's business model/capital structure capabilities were such that its market demand merely absorbed the dilution.)

just sitting at the desk check'n in on the board while grab'n some grub here in Webster ..

Renewed 4-28 on-line via our Nevada agent, probably hasn't processed yet.

I fully understand it's painful to see for those from higher price buy-ins, but this is not IMO toxic financing; it's rather expensive interim money, which admittedly I hadn't planned on to incur six months ago. However, our prospect now for financing is 180 degrees to the positive from back then because of the acquisition(s) and potential of the business model, and the quality of financing agents working with us.

With my being the largest SMKY shareholder with the same class of common stock as you, I assure you there will not be what could be considered [real] toxic financing that funds SMKY; I see it coming in within a range that makes it a fair value structure at minimum to potential for a great appreciation of our equity upon conversions of the combination of PS and convertible debt being offered. I will not accept financing that inhibits our ability to grow market value via operating success, and a toxic transaction is one that creates a 100 to 200 million share overhang if we took in $15 million or more and had to give say a .25 conversion price because of our current market.

And, for those posters not grasping why financing would come to us, there are three aspects to understand: 1) the acquisition(s) make SMKY instantly profitable with at least $30+ million revenue; 2) SMKY's wholesale and retail pricing of its products drops so substantially via the processor acquisition and our business model that we will have the highest quality at the lowest pricing on the market to drive sales in all market sectors; and 3) our Kosher market potential, deals in Canada, and the added up-side of BarBQ Diner give us massive revenue scale and EPS capabilities. The Business/Acquisition Financing Plan is available for shareholders to review upon request.

Sorry, Robin, I have no control or influence with brokers relative to their restrictions on penny stocks. As for financial info on our Iowa processor, that's confidential information at this time under NDA agreement with them until the deal closes.

FYI, in checking late today, Aher's initial conversion is still in certificate form and not cleared DTC yet, so they have not been selling. I'm fully aware of the tactics that can be instigated by Asher against SMKY stock, but I don't believe that to be their intention given their desire to continually assist in our financing and utilize their service.

Yes, Asher intends (hopefully) to make money on conversions as most of their companies probably do not pay off their notes prior to conversion date, nor do those companies have the potential SMKY has for the stock to turn and rise quickly as in our situation with financing where they could make a big return. Penny companies with weak or no real business model are often times eaten by firms like Asher as they know they need to sell quickly given the large floats most have. I believe SMKY to be different than typical companies Asher deals with and for that reason I believe they will be respectful in their selling tactic.
I certainly realize I could be dead wrong, but we'll know in short time.

In any case, while the drop in price is depressing to see and experience, our financing is not tied or necessarily a function of the stock price and nor do I see the impact of a large block of stock given to Asher - if a doomsday scenario were to occur as depicted in this post - having any material effect on SMKY future prospects for substantial appreciation once funding is achieved and the acquisitions are made. Given the amount of revenue and profit coming to SMKY from the intended acquisitions, combined with the growth potential of SMKY branded revenue channels in the US and Canada, and our still small float, I beleive SMKY can easily absorb a worst-case scenario of Asher conversion on this first note should it occur.

IMO, this is part of our process to success and a fortunate buying opportunity for those with the insight to average down their cost from higher purchase points.

PS offering is for $15 mil, but we've learned that few hedge funds are buying PS these days in favor of convertible debt, so we're pursuing both financing structures. PS is the quickest way to cash to launch operations with large private investors, but don't expect that much to be sold to finance acquisitions. We don't need operations going to secure convertible debt for acquisitions, but PS money would get us operations and enhance our negotiations for the bigger debt structure.

Meaningful revenue only began with our SYSCO-Iowa launch in mid-November so little revenue and no essential change from 2010.

Smoky Systems LLC, with 220 Members of seed investors who helped bankroll the oven's development stage, spun out all Smoky Market technology and brand concept rights in April 2006 to create SMKY for public financing and received 40 million shares for licensing the proprietary asset. My ownership in Smoky Systems at the time was about 30% and the same class of Unit as all Members, with the 40 million shares representing 100% of SMKY ownership at that point.

In June 2009, I was advised by counsel to step down as the Manager of Smoky Systems and at that point, it was decided to liquidate Smoky Systems and allow all Members to become SMKY shareholders. Since Smoky Systems had some debt, 1,500,000 shares of the 40 million were held for settlement of debt and 38,500,000 shares were issued proportionately to Smoky Systems Members. In June 2010, the restricted shares of all Members - other than those owned by SMKY insiders and affiliates - became technically free-trading under Rule 144, but to date relatively few have had restriction legends removed, which is one reason why SMKY's free-trading market float remains so low. I believe most are holding quite long.

What specificially are you confused about beyond the detail provided in the filing?

FYI - a 2009 "option" granted to purchase merely property is not the same as an "agreement" to purchase 100% of the stock of a company. Just so you know the real facts ...

We'll be filing an extension on Monday, our auditors are very cheap for us, but they always drag out to the last minute.

Between TA report and NOBO report (including street name investors) there's between 600 to 700 shareholders.

The chat is 9:00 EST on Tuesday ..

You're precisely right. Late last week a stock-jockey firm per our TA report cleared 290,000 shares through DTC that began hitting the market Monday. The firm purchased a block of 144 stock from a shareholder who needed the cash and took, I presume, a sizable discount. However, the firm has been in contact with me and wants future business, and asserted their intentions to sell the position while also not wanting to crash the stock.

Very happy you enjoy the product so much ... our point-of-sale display merchandising plan is do just that; have a selection of our goodness just minutes away! I can assure you, SMKY will be com'n to America's neighborhood markets and other retail venues to offer such convenience...

A press release will announce the web cast and viewers will be provided a special web address to submit questions in advance. Every aspect of SMKY along with viewer questions will be discussed in precise clarity; there's a lot of detail to present. We've come to elect this format of presentation versus the video piece I had first planned to produce for posting on our site.

Our CIO is working on the set-up, but I know it will be a live format and in some form interactive.

Yes, we're looking at talk venues again as well as planning a web cast for this month.

SYSCO corporate buyer requested samples be shipped after the Boston Seafood Show next week and that just starts the process. Sorry for the SMKY doldrums, I know waiting's a bitch ... but at least there's much we're waiting for!

Hi c-b-mouse, SYSCO-Iowa is ordering in minimal amounts as we've found very quickly that their reps do not promote products, they're order-takers for the most part and we're still charged with building end-user customers. We've now moved to revise the distribution plan to be much more effective and with lower prices as a result of our planned acquisition.

Yes, I've taken some heat from a couple distressed micro-managers on the board for not spending $1,500 to go to Houston to pitch - for maybe two minutes - a buyer behind a desk who has absolutely no authority to approve a private-label product for SYSCO. Their protocol, as it turned out, for new products is through a two-month evaluation process by a product committee that looks at hundreds of products every month. Nothing at all to be gained by trying to be personal in this process; my time and SMKY's money are much more valuable. On Tuesday, however, we are sending in samples of both our farmed and wild salmon to begin the process as they requested.

I'm here to tell you directly, you're NOT going to be disappointed...

Truer words never spoken! Wish there was a video cam here at the top so all could share in my scenic view of SMKY's developing landscape ...

Remember the Moody Blues, "Threshold of a Dream" ... very befitting words for SMKY.

Their private label approval process takes some time before they actually begin to order, but we'll have a confirmation of their decision in a couple weeks after their product panel reviews. Lots of tasty dealings cook'n for SMKY right now ...

Don't need to be there personally, just sending the buyers samples.

There have been regulatory and legal issues around the manner in which I want to produce it for personalized and meaningful content, and so far the limitations on my objective with this are not making it feasible. The content being allowed is already in our filings and website, so the project remains on hold for the time being.

hi Gamood, please resend your e-mail to me and I'll forward to our Canadian President who has samples he can send you.

Very well stated, Bucks ... I fully understand how tough it can be for shareholders having to be on the "outside" of a company's play action. However, it's info like what's presented in the files that is made publicly available for the specific purpose to enable an investor (including shareholders) taking a risk to be diligent in knowing how the company's play actions may impact their investment in the future, so that prudent investment actions can be employed.

SMKY is not a typical food company development and our means of exeuction is somewhat non-traditional because of our unique positioning with national brand potential; we're grinding it out in the market's battle field in traditional slow growth manner, while simultaneously behind the scenes positioning for deployment of over-whelming and decisive attacks. SMKY is not well-suited for flipping; supremely prudent to play it long if you'd like to fund retirement. People have no idea how wonderfully cheap SMKY it is right now, IMO.

It's amazing to me how incredibly few people have requested the files, about a dozen shareholders and a couple investors. Very few eyes look'n in at what SMKY's cook'n up! Too bad ...

Yes, I'll provide as much clarity as possible within allowed limitations.

I'm not able to post such up-dates on the board, but as meaningful progress is achieved it will be important to get it out quickly via releases for all shareholders and general public to view. Building long is very good strategy IMO.

Thanks for the idea and certainly feasible. The only issue is that it would require a public offering permit from the SEC, which would take about four to six months...