GATEKEEPER FAQ:
1) What is the liquidity situation re. 144A stock in the Gatekeeper USA Reg-D private placement offering?
The company's total issued and outstanding shares is roughly 53 Million. The float is less than 4%, so the market will need to have more free trading shares to add to the float in order for institutional buying to be satisfied once the company is Sarbanes-Oxley rule compliant. Upon closing of the Private Placement, the company will have its auditors, Semple, Marchal & Cooper (BDO affiliate) bring the financials current, and then an S-1 Registration statement will be filed by SEC Counsel Sichenzia, Ross, Friedman, Ference, which will grandfather in all 144A stock purchased from the Private Placement. In the copy of the Field Test report, the witness sign off list gives an idea of one of the several banks with current institutional interest in Gatekeeper. Once the company is reporting, it will move off the Pink Sheets and then there should be more than sufficient liquidity for any investors in the 144A stock to be comfortable, as they will be automatically have been converted to free trading status under the S-1.
2) What ports are signatory to the Container Security Initiative (CSI)?
While the Safe Port Act, Secure Freight Initiative and the Rotterdam Rules are maritime security measures that are also in place on an international treaty basis, the Container Security Initiative is one of the most pervasive reciprocal maritime security treaties currently in effect in 58 signatory ports and covering 86% of cargo that enters the USA. (source: http://www.cbp.gov/xp/cgov/newsroom/fact_sheets/trade_security/csi.xml)
The 58 ports are as follows:
Currently Operational Ports in the Americas
Montreal, Vancouver, and Halifax, Canada Santos, Brazil Buenos Aires, Argentina Puerto Cortes*, Honduras
Caucedo, Dominican Republic Kingston, Jamaica Freeport, The Bahamas Balboa, Colon, and Manzanillo, Panama Cartagena, Colombia
In Europe:
Rotterdam, The Netherlands Bremerhaven and Hamburg, Germany Antwerp and Zeebrugge, Belgium Le Havre and Marseille, France Gothenburg, Sweden La Spezia, Genoa, Naples, Gioia Tauro, and Livorno, Italy Felixstowe, Liverpool, Thamesport, Tilbury, and Southampton, United Kingdom (U.K.) Piraeus, Greece Algeciras, Barcelona, and Valencia, Spain Lisbon, Portugal In Asia and the Middle East Singapore* Yokohama, Tokyo, Nagoya, and Kobe, Japan Hong Kong Busan* (Pusan), South Korea Port Klang and Tanjung Pelepas, Malaysia Laem Chabang, Thailand
Dubai, United Arab Emirates (UAE) Shenzhen and Shanghai, China Kaohsiung and Chi-Lung, Taiwan Colombo, Sri Lanka
Port Salalah*, Oman Port Qasim, Pakistan Ashdod, Israel Haifa, Israel
In Africa:
Alexandria, Egypt Durban, South Africa
*Secure Freight Initiative Ports.
3) What are the Use of Proceeds for the Private Placement?
The company plans to allocate roughly 35-40% for contributions to complete the missing portions of the automated manufacturing process for CAMS devices to be administered by CSL, the technical partner of Gatekeeper that created the CAMS technology. An additional 35% is to establish sales and marketing, and the remainder is for general operations that can take the company out for 18 months in the event that there are any delays in revenues from the projected numbers. The company expects to be able to post EBITDA after 12 months of operations since the automated manufacturing will be fully operational within 120 days following the close of the private placement, and the company will be in a position to project delivery times and collect purchase orders.
4) What are the sales prospects for CAMS devices? As published in the March 2012 issue of Maritime Professional Magazine, data provided by Berg Insight indicates that there are over 131,000 container security devices in deployment today. None of those devices are known to have screening capabilities as it relates to the contents of the cargo, nor are they compliant as it relates to the Rotterdam Rules. This is quite material with respect to Gatekeeper, as it clearly defines a need in the market as well as establishes the significant competitive advantage a CAMS device would have over what is currently being implemented.
At present, ports are limited to getting container door breach alerts via RFID, which only has a maximum range of 30 meters, and gives no indication of what may be inside a container, as the breach may have been caused by sabotage, but could just as easily been caused by a faulty door lock or impact from loading. In any of those instances, a scan would still be conducted only after the ship has already reached its destination port, which poses enormous risks if a WMD has been hidden in a container, since it is already on land. Ports may use a tollbooth sized x-ray scanner or a handheld scanner, but the threat would still wreak havoc in a city if a WMD were to be detonated or activated.
CAMS is the only device that can scan and alert in real time, 24/7, through the sequence from loading at the port of departure and throughout the voyage. If there are any potential threats or anomalies that should cause an alert, there will be a notification within seconds. The insurance industry has already expressed interest in CAMS because of its ability to identify and alert for the presence of e.coli, salmonella, and other food contaminants in a refrigerated container with amounts in nanograms. As the CAMS technology has already been proven on the Viking Mars Lander for over 15 years, its ability to alert for Chemical, Biological, Radiological, Nuclear, or Explosive (CBRNE) weapons is unparalleled and is also cleared under International Trafficking of Arms Regulations (ITAR) as CAMS has a self destruct protection to prevent any forensic recovery or reverse engineering in the event of any type of device breach.
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