Posts Tagged ‘take company public’

As the unfortunate recipients of a bastardized economy whose immediate future is as grim as the past two years there is a massive economic shift. Banks are crumbling towers of cards and executives in charge of this so called ‘rebound’ effort are about as qualified as a blind, deaf, mute, quadriplegic trying to win the iron man. In short, at this rate we’re in big trouble.

How ca a global economy prosper when we have intellectual midgets at the helm as nothing more than marionettes dancing to strings attached to the fingers of bureaucratic madmen controlled by power, greed and the need to dominate? The answer in short, take the control out of their hands and put it in the hands of the people. Companies need to stop looking to the government and bailout legislation for assistance.

“What the government Giveth It Will Surely Taketh Away”. The government gives only to receive ten fold. Banks and institutional finance are under the thumb of the Federal Reserve, a private organization keeping the citizens of this country in debt with fractional reserve lending and FDIC criteria that turns well intentioned banks into armed henchmen.

The only way to step out and take control of our economic fate is to step out of the institutional mainstream and all things associated with the traditional ’system’. The best way a company can do this is by going public. Taking your company public allows you to take control of your financial destiny and take advantage of the OTCBB (Over The Counter Bulletin Board), London Exchange and Frankfurt Exchange. The NASDAQ and NYSE are great but flawed by institutional over involvement.

Align yourself with globalization consultants that can take our mid size regional company and transform it into a well oiled, economically viable international powerhouse. Going public can offer you the financial means to eliminate the fragility that automatically transcends into your business model when held hostage to the institutional mainstream. You have a great product or service, you have customers, go public and then go global. Nothing is holding you back from there. Your future is bright! Now get out there and make it happen.

S1 Filing, Taking Your Company Public and Investor Relations Free Video Download , Take Your Company Public and Globalize Your Business call Princeton Corporate Solutions at 267-233-0183 Free Video Take Your Company Public and Expand Globally FAST We Can Make Global Growth Happen For Your Company

I deal with S1 attorneys all day every day and most of them are entrepreneurial, hard working and interested in helping you in any way they can but there are also a lot of bad ones out there. If you are taking your company public the last thing you want is a broke as a joke s1 filing agent.

I recently had the misfortune of working with (for a very short time I might add) a New Jersey lawyer who had us all convinced by her pepper gray hair and fluency of legal jargon as a second language and quick calls to what she had us convinced where big shot investors who had millions to put into this and other transactions we brought her way.

During initial negotiations she and I sat down in a coffee shop and went over her equity position and fees in the transactions that she’d be working on for us and it was pretty simple and straight forward. I would have my team organize and structure the company and transaction and she would simply file the s1 in exchange for 2% to 3% equity. Pretty nice payday for minimal work and gaining equity in an average company producing $5m+ per year.

Ah yes, but when it sounds too good to be true it is and when it seems too easy of a negotiation…it is! When she sent us the contract she felt the need to add a few percentage points to the tune of 7%, making a total of 10% equity and she also was charging an extra $10k to fill in the blanks on your prototypical PPM doc. Why did she jack up the price? Her response was, “This S1 will have comments”. I almost died laughing. Of course it’s going to have comments with the SEC, that’s why it’s called the ‘comments’ stage.

We talked her into taking 2 payments for the $10k, half upfront and half on completion but we really should have dumped her right there. She didn’t want to keep her word on that either so I paid her the last payment before the fee was due and just got rid of her.

Turns out she never filed an s1 before and her whole act was a sham. She was desperate for cash and nickled and dimed us the whole time. I laugh about it now but it wasn’t funny when it happened. We lost over a month of transaction time because she couldn’t tell the truth.

The client was going public on the OTCBB with a valuation of around $5m, her suggestion was to raise capital pre public for $1 per share because the company would have a hard time qualifying for the NASDAQ if it started at anything less than $1. This company was years away from even considering the NASDAQ as an option but her in experience and need to prolong the deal to rape us for fees was so blatant and careless that she did everything she could to add as much confusion to the deal as possible so that no one knew what was going on, therefore she got away with a lot and was able to pick our pockets for weeks before we got rid of her.

The moral of the story is this: not all attorneys are rich. The truth is, most are very modest as far as their earnings. There is too much competition these days so there are predatory lawyers out there that will lie, double talk, triple talk and run you around in circles. All the while the clock is ticking and they are billing you like it’s going out of style. Watch your back with the dead broke S1 lawyer.

S1 Lawyer, S1 Filing, Taking Your Company Public and Investor Relations Free Video Download , Take Your Company Public and Globalize Your Business call Princeton Corporate Solutions at 267-233-0183 Free Video Take Your Company Public and Expand Globally FAST We Can Make Global Growth Happen For Your Company

Our firm takes small companies and industry genre leaders public in the United States. We specialize in the OTCBB, A to Z facilitation as well as NASDAQ IR and strategies consulting. We work with global corporate entities from Greece to China, from South America to Europe. I say this not to boast or market myself but to give you some comfort that what you are about to read is based purely on experience and absolutely objective and if you are about to take your company public or trying to turn-around or restructure your public entity, this information will be of tremendous help to you.

I see companies rise and fall before and after the ‘going public’ process. Some companies have great ideas and constantly struggle, some are hardly worth their weight in pocket fuzz but thrive and to understand why we must step back and look at a public and pre public concept as you would a globe that you can set on a desk and spin slowly over and over again. Stand on the desk and kneel on the ground, stand on your hands if you have to and the point of this exercise is to look at your public entity from every imaginable angle searching for any and all chinks in the armor.

Think past the basics of going public. Any informed CEO, COO or CFO of a pre or post public entity will comprehend the basics: you’ll have a first round seed capital raise, you’ll need a solid board of directors and solid executives with an appealing pedigree, your company needs a viable and yes, ‘recession proof’ product or service. You need a solid pre public corporate publicity strategy to make your company stand out like a blinding beacon with strategies that wrap around the corporation as well as each executive to increase the market awareness of their existence in the industry power structure and of course you’ll need solid and massive post public investor relations to stabilize and grow that stock price.

Now here is something that you may not have taken into consideration but is a necessity to filling in the gaps of your corporate profile as well as strengthening those invisible inferiorities in the corporate armor. Political power structure contacts are a must. Yes, political in every sense of the word. I mean you need strong contacts in your operating country’s political electoral system of influence to gain access to those ‘no bid’ contracts. It’s a mandatory evil that separates the men from the boys. Get to know lobbyists, congressmen, political attorneys, senators and most importantly get on a first name basis with the direct executive assistants for each of these players as they are the ones that will make the introductions.

Your face needs to be seen in the papers and journals alongside of these power players. Your name needs to be mentioned in cigar filled rooms where these individuals congregate. Don’t think for a second that hard work, blood sweat and tears will get your company to the next level; it’s all about connections and the public conception of you and your company.

Simultaneously you need to take into consideration the social political conception of your company. Truth be told, celebrities and corporations get involved with charities and socially conscientious callings such as Poverty Awareness, Haiti Financial Assistance, African Relief and like strategies not necessarily because they have a spiritual awakening and want to make the world a better place.

These companies are piggybacking off of the free press and the social idea that free money to charity somehow justifies the means in which they earned it. Free handout charity affiliation has a way of wiping the slate clean and telling the public that if they buy your product or use your service they are, in some strange way, making the world a better place and instantly something that was once considered a guilty pleasure (such as a $5 coffee and $8 scone from Starbucks) is now a socially responsible action because .02 cents per $20 net profit intake goes to pay for coffee beans that grow in a third world country that is trying to ‘get by’ and grow organic, whatever.

Going public is one thing, staying public is something entirely different, staying public and profitable is almost unheard of. Increase your chances of success by looking at all the angles!

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Placid expressions on the faces of the soon to be sacrificed entrepreneurs, “Line up, take a number, politicians are momentarily occupied at the citizen guillotine but they’ll get to you in a moment. Yes, just stand there and wait your turn while the IRS picks your pockets and bankers rape you of your dignity, don’t worry it will all be over soon.”

Is this a little to graphic or a little to real? Which is more upsetting to you? I believe that the fact that the above is the psychological reality of the American populace at this moment in time and that is what’s so disturbing. We are led to the slaughter as sacrificial lambs and we are expected to just grin and take it as it is our patriotic responsibility not to complain. Just take this two ton backpack of burdens, place them on the backs of our infants and move on. Right? I am asked to speak on the topic of global finance, IPOs and corporate globalization internationally and the one common thread I see in every country I visit is that the citizens of the host country feel that it is their patriotic duty to stand there while corrupt politicians place the noose over their children’s heads and slowly suffocate the lives out of them with debt, corruption and the economic burdens of multiple generations.

Truth be told, the patriotic thing to do is ask questions, protect our children from a mountain of growing debt and tell the institutional powers that be exactly what we demand of them. In the meantime what does a company do when they are trying to raise capital to stimulate rapid growth or stabilize their position? The last thing you want to do is open yourself up to the life sucking banking imps who lend with the intent to repossess.

Take the power back, create wealth for your family and your children’s children. Take your company public, start with the OTCBB (over the counter bulletin board) if you can’t qualify for a larger exchange and grow from there. Be smart with your corporate capital and use your stock sparingly and preserve it. Before you sell shares for public consumption, conserve your share price by securities backed loans like PIPEs.

Offer shares to loyal employees and give them a chance as well. Politicians will pick your pockets until there is nothing left, banks are pawns to the Federal Reserve whose sole purpose is to bury you in debt and wrap invisible handcuffs around your wrists. Go public. Create opportunity and wealth and take charge of your own fate.

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So is business a form of warfare? If it is who are the pawns and who are the kings? Let’s look at the facts and past the 1980s clichs that chant: Greed Is Good and Business Is War as those chanting these phrases are often on the sidelines and not gifted enough to be on the field and playing and have no choice but to live vicariously through those they are jealously watching.

Everyone wants to be a player but in this industry you need a lot more than drive you need connections and capability. By connections I mean global political, global corporate, international finance and more. By capability I mean nerves of steel, the ability to bath in acid and swim with sharks and eat class for breakfast. This is one of the most stressful industries I know of with a burnout rate that is off the charts and any other global consultant that I know has struggled with their demons to stay on the top of their game. Business, by all categorical definition is War.

There are winners, losers, economies rise and economies crumble all because of global commerce. Global commerce as you know is control over the masses by an elite few. The elite are not the government officials as they themselves are pawns in a much larger game that even they don’t understand. Commerce and finance are numbers on a computer screen and fractional reserve lending, the IMF and other organizations at the end of marionette strings to impose the will of the elite on the global populace.

War in the form of economics is ongoing whereas war with guns and the military is to make a statement. Economic warfare is trade sanctions and limiting technology that will enable a developing nation to grow which will disable their industrial capabilities so that instead of a thriving economy they are dependent on the involvement by industrialized nations. With the Bretton Woods Convention in 1944 and the reconstruction of Europe and the doing away with the gold standard the above mentioned Numbers On A Screen are dictated by who holds the most economic collateral to enforce their idea of numbers.

This group of elites has the economic and military power to impose its will and enforce the idea that the numbers that they place on that screen are etched in stone and if those numbers demonstrate a Loan to a developing nation, though no actual empirical capital has been transferred, that developing nation now becomes a willing pawn in the overall game of economic warfare. So there you have it, business is indeed a form of warfare. This industry of global finance serves as the royal court while those around us are forced to play by the rules we invent and enforce.

I’m not saying that this is a good thing, I’m not exactly proud to be part of the problem but this is the awkward reality. I know you’re waiting for a happy ending or an idea that will help create a solution but I don’t have one.

When my firm is brought in as a strategist and alliance facilitator for global rollups, acquisitions, mergers and IPOs we try to create as many jobs as possible but let me ask you, by creating more jobs are we just perpetuating the problem of the masses being controlled by the few?

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Those who are able to achieve higher yields on their investments typically don’t have a broker and don’t listen to the advice of a financial planner. After all, if either of them knew what they were talking about they wouldn’t be hustling others into allowing them to learn the trade game off of other people’s money.

The reality is the few that have gained a comprehension for seeking out and getting involved with trades that open the floodgates to massive profits use their own money and operate as part of a small, tight knit group. The members of this ‘group’ always have their feelers out like tentacles sucking up and analyzing potential transactions, immediately looking for strategic elements and immediately dumping 99% as they don’t meet the criteria.

Two major components that professional investors who use their own money and are able to consistently pick winning transactions are companies that are in merger and/or acquisition mode and companies that are seeking seed capital specifically to go public.

Let’s focus on the latter. Companies seeking seed capital to go public are often financially viable companies with modest liquidity but are taking on seed investors so that they can meet the SEC minimum criteria of having 40 investors on the books to qualify for going public. Investors that are able to, literally, make millions per transaction have a way of getting into these opportunities by connecting with consultants who take companies public.

If you are able to get involved with these consulting firms and if you have some capital to designate as a seed investor, you can literally be placed in 4,5 or even 6+ pre IPO investments per year. When you are one of the 40 investors in a pre public OTCBB corporation you are usually investing seed capital at a fraction of the future public price by way of DPO (Direct Public Offering). The difference between what you pay for the seed stock and what the company charges per share when public is the profit.

It isn’t at all out of the ordinary to buy seed stock at 50 cents and have that stock gain in value of $1.00 to $1.50 when the company goes public and yes, you just made 50 cents to $1.00 net profit on each share. The great thing is you can often invest as a seed investor with as little as $5,000 to $10,000. If you have more capital you can spread it out over multiple pre-IPO opportunities. Seek out the pre- public companies and make a fortune!

For Corporate Turnaround Services or Take Your Company Public, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

A direct public offering is when a company raises capital by selling its shares directly to what is referred to as affinity groups, unlike an IPO which are sold by a broker dealer to its customers and the general public through other broker dealers who have customers interested in buying shares in the company.

In IPO’s you have a firm commitment underwriting, where the underwriters promise to purchase the securities for their own account if they can not sell them to customers.

Best-effort underwriting: The underwriters do not guarantee any specific number of shares to be sold, they merely act as brokers.

In an IPO the lead underwriter is referred to as the syndicate manager, he keeps the book and invites other broker dealers to join the syndicate. In a firm commitment underwriting, an underwriter’s agreement makes members liable for any unsold securities, regardless of how much of their allotment they sold. .

In a direct public offering the company sells the shares to affinity groups; who falls in this category? Customers, suppliers, distributors, friends, family, employees and other members of the community. In a direct public offering (DPO) the company places its shares in the hands of those people who are familiar with the company and know the company’s product and management, and are most likely to hold the shares longer because they feel comfortable with the company’s prospects for the future.

Direct public offerings are considerably less expensive than IPO’s and most effective for smaller offerings, for large offerings the sales staff and customer base of a broker dealer are usually necessary.

Since the affinity group is already familiar with the company and its practices it doesn’t put pressure on the company to change the way it does business, and will remain loyal to the company because of it’s presence in the community.

DPO’s are preferable to venture capital financing because it allows the present management to execute its business plan without outside interference. When a small company turns to a single large investor they tend to surrender the freedom to make all the decisions.

In a DPO like other methods of going public today audited financial statements are required. Unlike a reverse merger you choose your shareholders and you don’t have to deal with shady, unscrupulous shell owners.

Shell owners usually keep between 5-15% of the shares outstanding and are quick to liquidate, and they do not have an interest in the well being of the company’s share price. Even if you insert a stipulation in the contract that they can not sell for a year they will find a way of shorting the stock and destroying the share price.

This makes the DPO a preferable option even for companies that don’t need financing but would like to go public.

A DPO does not always require audited financials but if you plan on going public you will need them. So you must hire an auditing firm that is “peer review” or PCAOB.

If you wish to take your company public then you must file a form S-1 with the Securities and Exchange Commission and a form 211 must be filed with FINRA.

A DPO is an alternative to an IPO or Reverse Merger for a company wishing to go public or obtain financing; it allows the company owner(s) to call the shots instead of an underwriter or a shell owner.

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Corporate strategies’ consulting is, in its truest essence, a dirty business. Few understand this tiny, yet elite genre of consulting and even fewer are masters of its concepts. The same principles applied by this select faction of specialist should be applied by CEO’s and company executives in all industries.

First and foremost, executives must understand the idea of power. There are certain unbreakable laws necessary for the ascension of professionals to positions of influence and power within an organization or industry. Here are a few of the concepts applied by serious corporate strategies consultants that are mandatory prerequisites for the rise and maintenance of power in the corporate world.

The individual seeking to take a position of power must possess the ability to customize and facilitate a turn-key solution to transform the fate of a crumbling company. They must have the ability to construct an infrastructure that perpetuates growth and stimulates longevity and stability. Power, in a corporate sense, is purely economic without excuses of any kind that is driven by greed, self assured stamina and the inability to accept anything but a number one position in their specific industry genre.

The ability of an individual to prompt a capable executive group to ‘die hard’ action and a no holds barred mentality is what will save a company from being a statistic. The unrelenting passion to win and the tactical action of this executive to strap the burdens of a company and its employees to his back and take responsibility for all that is to come, good and bad, to absorb the stress, anguish and deprivation of sleep due to mission focus are characteristics of a leader that will step into any company in any situation and deliver them from failure to profitability and growth.

This individual will assimilate into a battle while forcing the war to transfer its current to his terms. He can break through industrial and bureaucratic chaos and capture the essence of the obstacle and create multiple synergetic strategies to inject the corporate growth engine with rocket fuel. An executive primed for corporate power wears a velvet glove over an iron fist and is quiet and calm yet calculating in demeanor. He can step into negotiations composed and cool while simultaneously eying up the jugular of everyone in the room, scanning those present for weakness and chinks in their armor, preparing for psychological attack at the perfect time to press the mission of his agenda that much further adding security to his company.

This individual will not fall for the false lore of friendship from potential competition but will reciprocate like a gentleman to those initiating camaraderie while keeping them at arm’s length and will always release enough rope to allow those around him to hang themselves if it means strengthening his company and position in his industry. The executive who has achieved the art of power will be able to prick the underlying wound of his target to find weakness then step back and watch them self-destruct as it is easier to do this then verbally pointing out the individual on the executive team who is the weakest link.

Most professionals who have mastered the above find themselves in consulting positions and are hated by their client’s employees but loved by the shareholders. If you own a business or are in a senior position at a corporation, try applying some of these characteristics to your daily repertoire and watch the response of those around you. You’ll find that you will naturally fall into a position of power because of the strength that these characteristics hold in the psyche of those around you. You’ll become the problem solver and the ‘go to’ guy who has a reputation for being able to structure any situation so that your company lands on top. Get ready for rapid promotion, real leaders are hard to find and will usually take a bidding war to keep.

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Business Owners: Build A Corporate Structure That Investors Love! Ok, you’ve decided to go after investment capital but you’re not sure where to start. Here are the basics that you should pay close attention to before putting your company in front of investors.

First and foremost you need to perform an industry analysis that answers the questions pertaining to where you are in the industry and who are your competitors. It doesn’t matter what product or service you offer. You could be selling underwater sock fitting kits and there is a competitor and industry leader somewhere in the world. Don’t be so naive in thinking that there is no competition or that you are at the pinnacle of your industry. Show your audience that you’ve done your research and that you’ve identified the players in your market.

Next get your executive team together and it better be the who’s who in your industry. If you can’t attract the upper echelon of your industry genre then you need to do some serious PR on behalf of your individual executive team to show the public what they are made of. Brand them as the up and coming powerhouse executives in the industry. Publish their articles and knowledge on industry blogs and article submission sites. When a funding source initiates general due diligence you need to shine like a lighthouse in the fog. Each and every executive team member needs to have an image that screams power, success and investor security.

The next thing you need to do is take a serious look at your board of directors. Who is on your board, what is their compensation and is there someone that is a better fit for formulating strategies and alliances than those who are currently populating your director staff.

One of the main reasons that investors turn down companies for funding is because they lack the backup of industry players in connection to strategic alliances. You need to identify and contractually reach out to companies that will enhance your overall business strategy. Your minimum goal should be 10 solid, aged companies that have already branded their names in the marketplace and are willing to add you to their mix of advertising and ongoing strategy and they will expect the same from you. Show investors that it’s not just you treading water in the industrial whirlpool and that you’ve built a life preserver of alliances.

Now you are ready to write a business plan and private placement memorandum that takes all the essential elements above and puts them in two well authored and to the point documents that will make an interesting and informative read for investors who have a track record of investment in your particular industry. If you’ve written your own business plan, toss it. If investors are going to take you seriously you need a professionally written business plan that touches on all the triggers that investors are currently looking for.

Next, it’s best to use the Regulation D, Private Placement Memorandum as the vehicle for staying within SEC guidelines for raising capital and you should use a Direct Public Offering as the process for raising the actual capital. Reaching out to friends, family, industrial counterparts and alliances should be the first place you go for funding. If you are lucky the consultant you hire to assist you with the above processes will have a solid database of investors to assist you in your initial, first round raise via DPO.

Last but not least you should consider, even though it’s not a mandatory requirement for a PPM or DPO, getting an independent audit done on your company to demonstrate an objective analysis of your financial reality so that investors can find their comfort level quicker without a prolonged comments stage.

There you have it. These are the basics to what it takes to achieve equity investment in this current market. Get out there and raise some money!

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Becoming a publicly traded company is an exciting and rewarding experience. The following sets forth the method, steps, fees and estimated timetable to go public on the OTC Bulletin Board (OTCBB) ‘from scratch’, or through a self-filing and discusses the 1934 Exchange Act responsibilities after a company’s registration statement has gone effective (after the company has become publicly traded):

Prior to filing the registration statement, a company that wishes to go public must first obtain an audit of the Company’s financial statements for the past two fiscal years. For most companies, the financial audit can be completed in about a month and costs typically range between $5,000 and $25,000, depending on the complexity of the company financials.

A public company will also need shareholders. To that end, if additional shareholders are needed, the company going public will need to complete a self-underwritten Regulation D, Rule 506 offering in which the company sells shares of its stock to investors for real consideration. This is not a difficult task, so long as you have a properly prepared private placement memorandum (PPM) and you follow the relatively simple rules of Rule 506. The price per share and number of shares offered can be determined by the Company, but most registered broker-dealers that will eventually submit a Form 211 for an OTC Bulletin Board quotation prefer to have a minimum of 400,000 shares distributed among the investors.

In addition to the minimum number of shareholders requirement, a company must have free-trading shares, called the ‘float’, in order to go public. Upon completion of the private offering and the financial audit for the prior two fiscal years, an S-1 Registration Statement must be filed with the Securities and Exchange Commission (”SEC”) to register the shares sold in the private placement, thus creating the free trading shares. The completion of the S-1 process with the SEC will make the Company a 1934 Exchange Act reporting company, which is required in order to obtain a quotation on the OTC Bulletin Board. The SEC will review the S-1 and provide comments within 30 days from the filing date. Comments from the SEC typically relate to the terms of the offering, the Company’s business and its financial statements. It usually takes between 2 to 3 months for the SEC to approve a registration statement on Form S-1 and for the S-1 to become effective. However, the actual amount of time will depend on the level of review and number of comments given by the SEC and the corresponding response time by the Company in filing its amendments.

Shortly after filing the S-1 registration statement with the SEC, a market maker must be ‘engaged’ to file a Form 211 application with FINRA for the purposes of obtaining a quotation of its common shares on the OTC Bulletin Board. It is important to note that market makers cannot receive compensation for making a market in a stock, thus typically you must have connections to accomplish this. The timetable for approval of the Form 211 process is approximately 3 weeks to 5 weeks. However, the Form 211 will not be approved until the S-1 is approved by the SEC since the approval of the S-1 provides the “free trading” shares necessary to obtain the OTC Bulletin Board quotation.

The completion of the entire process to become a public company typically takes approximately 3 to 4 months from completion of the private offering and financial audit, however, the actual time could vary based on the factors discussed herein. If done right, with planning, hard work, the proper foresight, and a good firm guiding you through the process, going public is a truly exciting and rewarding experience.

Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!