Azure Holding Group Corp (AZRH)

[Controlledoilandgas]

We know that you believe in Cohen and always have been one of his biggest believers, and that you've also done a really great job of accepting Cohen for who he is and who he is not, as have many of shareholders that have been here with our company from the beginning have as well.
Cohen asked that I pass along this:
"I want to first say thank you to everybody that has believed in me, and our team.  When we completed the first portion of the $GPLS merger with ATC this time last year, I personally had no idea what direction this would lead me down professionally.
I am extremely grateful to have had a partner like Belisarian Holdings through this process, and up until this stock, I assumed that I would be an investment banker, advisor, and an investor.  I never intended or thought that I would take on the role of a public officer, I recognize that I am not the next Elon Musk, but I also appreciate the opportunity to serve each of you And that I take my job very seriously and do my best to give our shareholders and our company my all.
When the initial CEO backed out, I realized I needed to step up and I did the best that I could, with what I've got.  I'm not perfect by a long shot, and I am my own worst enemy.  Sometimes I am arrogant, sometimes I am obnoxious and when I am that even though it may only be a small snippet in time - it is these that overshadow the good that I do in many people's eyes.  From a young age - moving around a lot as a kid growing up, I was always the new kid at school struggling to fit in, and as an adult, the same is still true - I've become a person that people love or hate, and that dislike towards me grows quickly especially when things don't go the way that we want or intend to, and in our case when investors growth is delayed or stunted or businesses don't grow as fast as we believed they would.  Many on the boards have called me narcissistic, and I understand why, and it's not something that I am proud of.  I don't like to make excuses for myself - we were all dealt a hand of cards it's not what you're dealt in life, but how you play your hand.  I've never been one to play games, and have always worn my heart on my sleeve - which are things that need to change as i mature and grow as a Public Company representative.  It doesn't matter that my job is hard - it doesn't matter what my circumstances are or what challenges I face professionally or personally - what matters is my ability to perform the way my stakeholders and investors want.  I am working really hard on myself and the way that i conduct myself which is why I haven't been doing as many podcasts or videos lately.  My goal is never to run people the wrong way.  I am an intense guy, and a product of the environments that i play in.
I know many believe I ran up this stock for my friends and family and own personal short term gains - and the answer is that I did not and had to prove to that to FINRA after we received an inquiry last November.  To the extent that to protect our common share holders from dilution, i reassigned the common shares that I purchased to give to the sellers of Freedom Well Testing so that I didn't selfishly or unnecessarily dilute our retail shareholders in the short term (I still do not have any common shares of our stock registered to my name, I only have the control shares and am committed to not issuing myself shares until we uplist. Many have questioned where is the money that I have invested into this company, and the answer is that those expense were incurred personally by my out of my holding company outside of the public company (there are a lot of costs that people don't see on our public financials which I am happy to have a one on one conversation with anybody at anytime - [phone], or [e-mail] - I promise I don't bite, and am personable and take criticism that you may have of me really well over the phone compared to the way I may foolishly react sometimes on X or instagram.  
Questions our shareholders need clarified around Button and our audit - the Button merger under the current terms written in the LOI do not make sense for us, I have grown very hesitant to sign my name to an additional $12.0M in bank debt as the public officer that would be required to sign validity and performance agreements, and I believe that the 88 old Marathon Oil Wells that need rehabbed / reworked that we are about to announce our acquisition of in Big Spring / Permian Basin, as well as our Mountain V joint venture to rehab / rework old existing and producing natural gas wells that Mountain V currently owns and operates, and our company at Freedom Well Testing are better uses of smaller amounts of capital at this time.  Cash flow / EBITDA is always king, and less revenue that's higher profit is always going to be better long term turn than high revenue that is less profitable and constrained or tied to a lot of Bank Debt.  Banks are foreclosing on business loans right now and getting a bank Loan or a bank to refinance debt is very difficult at the moment for small businesses that are generating less than $100.0M in revenue, and we don't want to put ourselves or investors or stakeholders at risk, and would prefer to see how market conditions improve surrounding small businesses like Button before we commit to a reorganization.  The terms will have to change, and the biggest deal killer for us is giving up control of $AZRH and our underlying companies - by giving up control we could be fired and relieved of businesses that we already own and operate, and these are realities.
AUDIT - we initially were planning on using Grassi, and we received our engagement letter which we shared. It is really expensive for a small company to become SEC compliant, however, we are able to mitigate a lot of these costs and are working hard to prepare for our audit, which we believe we are still in a position as stated in our Q2 earnings press release to begin between the end of April - end of May.  We do believe we are well prepared for our audit, we understand where the auditors may want to make adjustments on our disclosures and we don't anticipate any material changes as we do not use estimates in our financials, and we will engage Salberg as our auditor.  Additionally, by putting a pause on the Button merger for now, this decreases our audit costs and speeds up our audit timeframe.
UPLIST - I am always trying my best and I was extremely aggressive in stating we would be on the Nasdaq by year end this year - and I am sorry and fully own this.  We are more than likely going to be eligible to uplist to the OTCQX or OTCQB by November / December, assuming we complete our audit August / September and this is realistic (I'm a former auditor at PwC, I have reviewed and prepared a lot of SEC financials and I work really well with auditors. A Nasdaq uplist is more reasonably planned for Q2 2026, and we are going to be evaluating the NYSEAmerican exchange, based on outside recommendations that have suggested that this maybe be a smarter route to pursue.  We recognize investors want to feel confident about this uplist - which is why we have brought Marcus Laun on as an advisor to our board.  Marcus has advised many Nasdaq IPO and reverse mergers, most recently $SKYQ, Marcus is also the chairman of the board at $GPLS.  Marcus is an incredible resource.  This is also why we are working to engage Michael Woods (who has taken 2 SPACs public and through major +$200M capital raises) as our chairman of our board.  Adding board members like this costs money, and we recognize the importance of making investments like these, but it is also important to be realistic about where we are VS where we want to be, while not over extending ourselves and our cash flow which is a constantly fluctuating balancing act when we face market turbulence like we have the past 3-4 weeks.  We are not the only stock that has had trading slowdowns the past month, and we recognize that there is only so much that we can control.
CAPITAL - we are proud that we have not taken on any outside capital to date, however we do intend to raise capital to grow Freedom Well Testing, to rework the 88 Permian basin wells that we just acquired and will be formally announcing this week, and to fuel our Mountain V JV.  We intend to raise this capital similar to private equity, whereby we sell future cash flow associated with our businesses to the investor, instead of a stock issuance.  We are also exploring alternative debt financing options that may be available to us.
Again I encourage you to reach out to me anytime directly at [phone] or [e-mail] and i am always happy to have an open and honest dialogue.  We are planning our first investor call on X, and I will provide details shortly for everybody to attend (aiming for later this week, most likely Friday).
https://www.linkedin.com/in/marcus-laun-361225?utm_source=share&utm_campaign=share_via&utm_content=profile&utm_medium=ios_app