Dear Shareholders,
Key Highlights:
New York, New York--(Newsfile Corp. - February 28, 2023) - Starfleet Innotech, Inc. (OTC Pink: SFIO) Through the tireless work of our ground teams in New Zealand and support teams across the globe, we have achieved our target of establishing at least 100 franchised and licensed Epiphany Cafe outlets by the end of 2022. In doing so, we believe that we now have a proven model for operating these cafes and outlets at scale across regional markets. Similarly, we've laid down additional groundwork in our global expansion efforts through the establishment of our Product Distribution team in the United Arab Emirates. To date, that team has brought our Gorgeous Coffee Co. coffee products and Epiphany NZ Manuka Honey from New Zealand to the United States and Canada. Early feedback has helped us calibrate our distribution strategy, leading to a partnership with Herbs of the Earth, a distributor of US-made organic supplements, and with Enjoy Health, a US and Asia-based distributor of MCT oils and other wellness products. As we said in 2021, our roadmap for scaling Starfleet businesses by uplisting onto the Nasdaq would see us primarily focusing on developing synergies across our portfolio companies throughout 2022. This included developing an agile and comprehensive business plan for Moraya, securing real estate projects in New Zealand and Australia, and expanding Epiphany Cafe. All these, we have made great strides towards in 2022, placing us in a fantastic position to enter the execution phase of this roadmap.
I must acknowledge, however, that the year was not without its challenges, affecting stakeholders across the conglomerate. We are, first and foremost, committed to the growth and success of our portfolio businesses. I am proud to share that we have made great strides in building out a robust pipeline of projects, which I will be detailing here in this letter. But Starfleet Innotech's share performance is also a significant factor in these growth plans. As such, we have allocated much of our attention towards addressing certain roadblocks that have cropped up in past quarters.
Feedback from our shareholder community has been a guiding light for us this past year. With this community behind us, we are well-positioned for a milestone year this 2023. Timelines have shifted, but our trajectory and our commitments stay the same. Having taken the time to address core issues and recalibrate, we are now more equipped with grounded, concrete strategies that we believe will bring us steadily towards the same goals we set out to accomplish when we first launched.
At this point, I would like to highlight that despite market uncertainties and external factors, we are not employing a wait-and-see attitude at Starfleet Innotech. Neither are we employing a gung-ho approach to our growth strategy. 2023 will see us proactively and methodically executing a plan towards increasing shareholder value, enhancing controls for transparency and global compliance, engaging in significant non-dilutive capital raising through new projects, building out our international product distribution business, and expanding our brands-specifically our flagship F&B brand Epiphany Cafe-into North America.
Acquisitions and Partnership
These last two months, we signed definitive agreements securing acquisition deals that we believe solidify our growth plans for 2023. A majority of these acquisitions have been secured through share swaps, utilizing our Series B preferred shares and valued based on where we believe the company is at in its growth journey. While we will be releasing additional details on each of these deals in separate announcements over the coming weeks, allow me to share an overview of what's in the pipeline for Starfleet Innotech.
First, we are excited to announce that we have entered into a strategic partnership with European Wellness Biomedical Group (EW Group). Through this partnership, we will develop and operate Moraya's Integrative & Holistic Medicine facility within the eight-hectare micro-township project that we are developing in Palawan, Philippines. The EW Group owns the EUROPEAN WELLNESS™ brand, which is a holistic wellness and rejuvenation concept based on the scientifically-backed knowledge and effectiveness of Swiss and German biological medicine and bio-molecular therapy. Through this partnership, we see the Moraya micro-township project joining European Wellness' many global sites-found across Greece (Santorini, Athens), Switzerland (Lugano), Germany, Thailand, Bangladesh, China, and Malaysia-offering patients holistic treatment for anti-aging, age reversal, aesthetics, and whole-life disease and health management.
Second, we are finalizing a deal to acquire a significant minority stake in Herbs of the Earth, a wellness product manufacturing company. This agreement will add products to our current health and wellness product portfolio and includes a roadmap to owning the majority shares in the next two years. We believe that this acquisition will help us expand our offerings and strengthen our position in the market. Third, we have signed a similar acquisition deal with Enjoy Health, which we are on track towards owning a majority stake in the next two years. This strategic move will enable us to expand our presence in the growing wellness industry and tap into new markets, which is crucial for our long-term growth.
Fourth, our technology division, through Starfleet, is finalizing a minor acquisition of the CyberQ Group through a share swap agreement. Through this partnership, we will be pushing the UK-based cybersecurity provider's products across the regions we operate in. As with other acquisition deals, we've established a roadmap towards securing a substantial ownership stake in CyberQ over the next two years.
Finally, in real estate, we are finalizing a deal to acquire a significant minority stake in RIZHL Construction and Developer Corporation, a triple-star developer based in the Philippines with over $7-M in current projects and contracts and over $30-M in future projects slated for the year. With plans to secure a majority stake in the company within the next two years, we see this as a strategic acquisition enabling flagship projects such as the Moraya micro-townships.
We have also entered into a similar investment agreement with Terra Solutions Realty Corporation, an industry enabler working alongside developers, brokers, agents, sellers, and buyers to highlight and streamline promising real estate investment opportunities. Co-headquartered in Manila, Philippines and Melbourne, Australia, Terra brings over 50 years of industry experience to the Starfleet real estate ecosystem, helping shape our real estate strategy in 2023 and beyond.
Audit and Buyback
While we are still a non-SEC reporting entity on the OTC PINK markets, we consider the audit process as part of the top priority of the Company towards our plan to uplist in the near future. The challenge at the center of our audit journey is the matter of jurisdiction. As a global company focusing on emerging markets, Starfleet Innotech is a complex case for major auditors that have been historically hesitant to take on projects outside of nations like the US. Despite this, we have decided to engage with a reputable, PCAOB-accredited auditor, based in the US, putting us on a longer path than we'd otherwise be on. It's a decision rooted in our commitment towards transparency. As part of the prerequisites provided by this principal auditor for our full audit, we have now embarked on a comprehensive internal audit in partnership with a US-compliant accounting firm. I will be sharing with you the details in the coming weeks. Rest assured that the audit process is underway.
In conjunction with this, we have made significant steps towards establishing a more streamlined, focused Starfleet Innotech, beginning with a restructuring of our ownership structure. We have arranged a number of deals to buy back substantial shares from certain major shareholders, which we will be completing within the next 12 months. We will be accomplishing this using profits from our portfolio companies and through non-dilutive capital fundraising. Over the course of this period, these entities have agreed to have restrictions on the shares. Through our subsidiaries and private investors, we will be buying back approximately 200 million shares. This year we also aim to raise capital through non-dilutive means to buy back up to 100 million shares currently on the open market.
Our Approach for 2023
We have complemented our capital restructuring with an operational restructuring as well. This saw a consolidation and streamlining of our inter-divisional activities, as well as the appointment of additional voting board members and the creation of new committees for deeper oversight into Starfleet Innotech's operations.
To ensure alignment across our internal teams and community, we are deploying a consolidated campaign for internal communications, public relations, and investor relations. Our websites and social media platforms will be overhauled to better reflect this consolidated strategy. All this will be led by a dedicated internal team for marketing and IR, which will be coordinating with an external IR firm we will be tapping in the next few months.
In F&B franchising, we are on track to launch Epiphany Cafe in North America, beginning in Canada, within the year. I am excited to share that our Canadian partners will be completing their initial training in New Zealand in March. Meanwhile in real estate, we have amassed a pipeline of projects in Australia and New Zealand. With plans and permits approved, we have now moved into the land development process for two subdivision projects in Australia, and two seven-unit townhouse projects in New Zealand. We expect revenues from these projects to help Starfleet Innotech meet the revenue requirements necessary for uplisting.
As our ground teams work on advancing these projects, we have scheduled site visits throughout this quarter for members of our executive team to meet with relevant partners at our major project sites. The agenda of these visits includes site inspections and the appointment of construction partners, real estate brokers, and agents. We will also be traveling across Southeast Asia to meet with partners in Malaysia (such as executives of the EW Group) and the Philippines, to finalize permit applications for pre-selling, among other priorities. Wrapping up this first quarter of the year, we will be launching investor roadshows in Q2, and expanding our health and wellness product distribution across new markets such as New Zealand, Australia, Canada, the United States, and the Philippines. This will be coordinated from our regional distribution hub, located in Dubai.
2022 was an eventful year for Starfleet Innotech. With the continued support of our community, we plan to make 2023 a monumental one, culminating two years of planning and preparation. As we forge ahead and enter our execution phase, we remain committed to our mission of driving innovation and championing promising businesses across emerging markets. As always, our shareholders and their best interests remain core to everything we do at Starfleet Innotech. We are confident that our ongoing efforts will help us achieve sustainable growth and create long-term value for everyone in Starfleet.
Thank you for your continued support of Starfleet Innotech.
Sincerely,
Jeths Lacson
CEO, Starfleet Innotech
.svg)
