Coordinated Dreams

Posts Tagged ‘global direct public offering’

Entrepreneurs are being turned onto Regulation D in droves. Regulation D Rule 504, 505 and 506 allow companies a more lenient fund raising process than those who choose to go public by other means. In the past year I’ve seen more PPM consultants pop up on the internet than ever before and I have to admit I’m concerned. As a veteran in this field I’ve seen it all, now we have a legion of self proclaimed Reg. D gurus who buy templates, add some text and tell their clients that they are delivering a customized offering memorandum; here’s where things go bad and a difficult situation gets even worse. You have this worthless document, now what?

You need to gain the confidence and capital of accredited investors without soliciting as dictated in Regulation D Rule 502c. Now you have a worthless document that you can’t solicit investment capital for (which your guru consultant never told you but took your cash anyway) so how are you suppose to raise funds for your company? First, you’ll find that you’ll eventually need to make your way to an actual PPM author, not a broker so that you can get a PPM that protects you from lawsuits and gives the investor a real breakdown of the upside and downside of your business.

Next you’ll need to find a “Investor Finder”, yes this is an actual term for an individual or corporate entity that is completely submerged in the accredited investor realm and is able to match your opportunity with friends that he/she has in their database of real, accredited investors. This is the second half of the PPM equation.

Don’t kid yourself and don’t allow yourself to be lied to; you’re going to need a seasoned professional to help introduce you to investors that have the capital to help you get to where you need to be. Friends, family and employees will commit to investing in your company until your PPM is completed and it’s time to make good on their commitment; all of a sudden little Johnny needs braces and Sally is in the hospital with pneumonia, this happens all the time. Now what? With a real Private Placement Memorandum and a solid Investor Finder you’re problems are basically over. Investigate where the author and I.F. stand in the Internet public domain and after you find a company that meets your needs, get moving and start raising capital.

The internet tells all when it comes to reputations, you’ll be able to tell the difference between a seasoned veteran and a startup consultant after on Google Search and a phone call. A PPM can make raising capital quick and easy if you have the right firm in your corner.

Private Placement Memorandum, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Are you taking your company public? Here is what you need to know. Disclosure Obligations: “If my company becomes “public,” what are its disclosure obligations?”

The Securities Exchange Act of 1934 requires a company to file certain periodic reports once its registration statement has been declared effective. This obligation continues indefinitely unless:

At the beginning of any subsequent fiscal year, the class of securities offered is held of record by less than 300 persons; or

At the beginning of any subsequent fiscal year (except the two fiscal years immediately succeeding the year the registration statement became effective), all securities offered are held of record by less than 500 persons and the issuer has had less than $5 million in total assets for each of its last three fiscal years.

In these cases, the reporting obligation may be suspended. Otherwise, a company must continuously disclose certain information about:

Its operations; Its officers, directors, and certain shareholders (including salary, various fringe benefits, and inside transactions between the company and management); The financial condition of the business (including audited financial statements by an independent certified public accountant); The Public Company Accounting Oversight Board (or PCAOB) (sometimes called “Peekaboo”) is a private-sector, non-profit corporation created by the Sarbanes-Oxley Act, a 2002 United States federal law, to oversee the auditors of public companies. Its competitive position, material terms of certain contracts or lease agreements; acquisitions and mergers, creation of certain financial obligations, and material impairment of assets; unregistered sales of equity securities; changes in its accountant; and changes in its board of directors and management;

In addition, a company must promptly disclose to the public any information that would be considered important to its present or prospective stockholders.

All companies with total assets exceeding $5 million and a class of equity securities held by 500 or more persons are required by the Securities Exchange Act of 1934 to file the same supplementary, periodic, and current reports as noted above. Companies with these characteristics must also comply with the Commission’s proxy rules if proxies are solicited from holders of its securities. In such a case, the company must furnish all shareholders proxy statements disclosing all material facts concerning matters on which they are being asked to vote. If the proxy solicitation by management relates to an annual meeting at which directors are to be elected, the Commission’s proxy rules also require the company to furnish each shareholder an annual report disclosing certain information about the company, including audited financial statements for its latest fiscal year.

Exemptions

The Securities Act of 1933 provides several exemptions from the registration requirements; the most common are discussed below. Nonetheless, purchases or sales of securities (even in exempt transactions) are subject to the antifraud provisions of the federal securities laws. This means that issuers are responsible for false or misleading statements (whether oral or written) which may be redressed through private or government legal action, including criminal sanctions. Also, if all conditions of the exemptions discussed below are not met, purchasers may seek to have their purchase price refunded. In addition, the fact that an offending may be exempt from certain provisions of the federal securities laws does not necessarily mean that it is exempt from the notice and filing obligations of various state laws.

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

Growing your company sales by adding promotional and sales agents and increasing your marketing exposure is an obvious way to beef up revenues but few companies consider the virtually instantaneous power of strategic alliances. Creating strategic partnerships with ‘would be’ rivals and companies that cater to your business genre can help you rapidly take possession of your market.

If you are a printer, team up with brochure designers, ink and paper distributors, advertising firms and print solution resellers. If you are a solar panel technology company then team up with corporations who have government grants for research and development and other alternative energy groups such as wind energy turbine technology firms, Department of Energy contractors etc. By teaming up with other companies and combining resources. You can stimulate growth in every area of your business. Look at each individual product and service you offer.

Now think of other companies who you can team up with to share resources. Make sure you create win/win opportunities for everyone involved as this is the only way to truly take advantage of this type of partnership. Don’t look at this concept as leaching off of other company’s resources, to the contrary, carefully researched and structured alliances will transform the here and now as well as future business of all parties involved. Strategic alliances will also enhance your appeal as an ‘invest-able’ business to venture capital firms and angel investors.

Think about it. You have a carefully constructed and managed corporate infrastructure. You’ve taken the steps to make sure that each of your ‘C’ level executives has been promoted as the ‘who’s who’ in the industry to speed up investor due diligence and increase customer confidence. You’ve carefully selected a board of directors that will effectively and actively guide you through the turbulent industry environment with their proven track record of success. And you’ve even initiated and solidified powerful partnerships that enhance your business concept and strengthen the longevity of your company.

You are now ready for expansion, investors, venture capital firms, taking your company public, attracting a professional CEO or CFO and practically anything your company is setting out to do.

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

Private Placement Memorandum authoring and the process of taking one’s company public are services that require extensive experience and the ability to look at a deal objectively and peripherally to evaluate all the angles to enhance the ability of the client to achieve funding in a timely manner.

Many times, when I’m hired to structure a company before funding, they will be under the impression that my evaluation is a mere formality and they are ready to go. Often I’m the bearer of bad news when I have to break it to the client that their company has more holes than Swiss cheese and 30 to 60 days away from starting the fund raising process.

They will often get a second and then third opinion and usually run into the same thing before they eventually find their way back to our firm. As they call around to consulting firms they perpetually experience the ‘hard sell’ by firms who ‘need’ the business because they lack the rewards and referrals that come with cultivating each client relationship because they take on and spit out deals so fast they hardly remember their client’s name during the transaction.

This mentality dominates the larger firms because of their gargantuan overhead while the boutique firms can take a more personal approach because they have a steady flow of business and referrals because they are not stressed about bringing in the next big deal so they can meet payroll and keep their lights on. The smaller companies that focus on turnaround consulting, private placement memorandum authoring, top tier business plan writing and taking companies public usually take a one on one approach to the consulting process and will rarely pressure clients to sign on because their phone is ringing off the hook with previous clients who want to hire them for the next stage in the evolution of their company’s growth.

This business is all about relationships. Ditch the consultant that applies the high pressure sales tactics and seek out the smaller, more personalized groups that don’t ‘need’ your business but will cultivate and value it.

Investor Finder Services, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

In these monetarily depressing times businesses are looking outside the box for a localized injection of economic stimulus. Banks are hording their bags of government bailout money while the small business owner is forced to fend for themselves. Nothing but doom and gloom seem to infest all aspects of present and near future financial forecasts.

There is, however, a fiscal niche being carved out as we speak by wealthy, aggressive and eager angel investors. Angel investors, private investors, micro ticket investment partnerships and other alternative financing groups are spearheading a global rally to buy into promising mid-size companies from all industry genres. The elements of a viable company prime for investment are solid and realistic growth potential, talented ‘who’s who’ executive staff with the right educational and professional pedigrees, minimal debt, a solid business plan laying out every minute intricacy that could affect growth, financial return and the exit strategy.

Another important document that is often overlooked but is a mandatory prerequisite for the SEC regulated exchange of cash for equity is a Private Placement Memorandum. A Private Placement Memorandum takes advantage of three powerful Regulation D Rule exemptions (Rule 504, Rule 505 and Rule 506) these are technical documents that spill the beans to the potential investor. In a PPM all the financial and industry risks are put on the table as well as stock prices, a breakdown of fund raising benchmarks and what the money will be used for etc.

A Private Placement Memorandum can be costly if you hire a law firm to custom author the package for you but there are consulting firms that will do this for as little as $5000.

If you are serious about raising money for your company you need to add a Private Placement Memorandum to your list of necessary documents to hand off to the investors in order to get the cash you need in an expedient manner.

Want to find out more about Private Placement Memorandums, then visit Princeton Corporate Solutions site on how to choose the best Offering Memorandum for your needs.

Are you a business owner raising capital with a Regulation D Rule exemption (504, 505 or 506) also referred to as a Private Placement Memorandum, PPM or Offering Memorandum? If you are using this mechanism to raise capital then you’ll, no doubt, have to have a solid comprehension of the most distinct and important part of the Private Placement Memorandum referred to as the ‘Offering Circular’.

When your consultant or attorney is asking you for details on everything from business location to management, from dividends to risk details, you need to make sure that this information is complete and accurate. You’ll need to audit the documents after they are completed. A solid Offering Circular has kept countless companies from being sued by investors that didn’t get the investment return they were anticipating.

While the business plan is meant to grab the initial attention of the investor or funding source, the Offering Memorandum is meant to spell out the down and dirty details of the venture so that you are protected from lawsuits down the road, while simultaneously exposing the various ins and outs of your venture to give a ‘reality check’ to the investor before they hand over the cash.

The offering circular needs to be powerful yet very compact without the redundancies of using space to say the same things over and over again to pull the investors attention from the negative to the potential profit margins or management’s impressive pedigree. With all this said, yes it’s true the offering circular is one of the parts of a PPM spells out the technical aspects of the enterprise with a focus on inherent risk of investing but this can be done in a balanced way to also demonstrate the positive aspects of your venture by giving solid descriptions of your management team and, in place, distribution centers and contracts in place ready for capitalization.

When authoring the offering circular demonstrate the risks with a well balanced demonstration of the system in place to overcome these risks and dominate your market niche.

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

With global economics the way they are it would be redundant to rant and rave about the downsides of corporate fund-raising. Quick infusions of cash from venture capital firms and institutional lenders are on hold and it is what it is but companies are becoming creative and corporate attention is steering away from the problems and toward the solutions.

The US and Chinese markets are intertwined in many ways and now a new trend in finance is making the relationship even closer. It’s a fact that Chinese corporations are still trying to figure out how to make their domestic stock market profitable and stable. Many of these companies have global ambitions with unique technology solutions business products and strategies but because of the week Chinese economy (compared to the power of other currencies) they have no choice but to head to the Frankfurt Exchange or the OTCBB market here in the United States.

As a corporate consultant that facilitates the process of going public for both domestic and global entities I have received maybe 5 to 10 calls per year from Chinese companies wanting to set up American corporate subsidiaries to absorb their foreign corporations and trade on the Bulletin Boards but all that has changed. I now receive 5 to 10 calls from Chinese and Indian companies per week to take advantage of the global market place that centers around America’s gravitational pull.

Here is how you can take your foreign entity public: set up a domestic corporation (I usually have corporations set up in Delaware because its fast, easy and the states statutes go back to the original 13 colonies so there is sufficient case law and precedence to protect a public entity affectively). Next you will need a professionally written business plan in English. Translated business plans don’t work as Western investors look for different details in transactions than their Asian counterparts. Write a new business plan based off of this new corporate entity.

After this you will use the Regulation D Rule 504 exemption to offer discounted stock to a core group of investors via DPO (direct public offering) we have spent 11 years putting our core group of investors together that can finance around 80% of the public process so it becomes extremely reasonably priced for foreign companies. Then the S1 is put together while simultaneously their SEC audit begins which is simple and fast because the company in the US is a startup. We go through and get the SEC approval, then FINRA and then the market maker that we have attached to the deal goes to work.

Now here is the kicker. If you have any experience with taking companies public you’ll see one common thread throughout all the companies that you work with and that is the fact that the company executives who started this company and are more than likely the majority share holders, want to retain as much equity as possible so this is simple. When the company is publicly trading, limit the issuance of stock specifically to your original core group and let the stock price stabilize then you simply take some of the company owned shares and use them as collateral for equity loans and lines of credit.

Once you’re public the last thing you want to do is liquidate shares to raise capital quickly. Instead, use your shares as collateralized bartering chips and you’ll never have a problem with cash flow or fund raising or the threat of losing control of your company. Foreign companies that want to go public in the United States are often intimidated by the strenuous process and the concern of ‘who to trust’. Find a consulting firm with experience in turnkey ‘go public’ facilitation and you’ll be fine.

Indian and Chinese Companies, Take Your Company Public, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Do You Need Capital For Your Company? Build Strong Strategic Partnerships! In this economy, companies who survive have more than just a strong business model; they have aligned themselves with strategic partners in a joint effort to create a win/win relationship where each contributes to a pool of contacts, promotional initiatives and industrial knowledge.

Strategic alliances are the number one way to strengthen your company if you are trying to raise capital from venture capital firms, angel investors, hedge fund lenders, angel investors or if you are trying to take your company public. Empirical evidence companies who demonstrate a track record of unified success strengthens the package and puts you on the radar as an invest-able entity and you’ll start to get attention from the big players as you watch the value of your company soar.

The big question is, “Where do you find these partners and who can help you speed up the search?” You should start by having an executive meeting and put all your industry contacts together and invite these contacts to a networking ‘meet and greet’. Make it nice. Have a caterer, have giveaways etc. After you’ve done this the next step is to talk to your accountant, attorney, members of professional organizations in which you are a member, your banker, your billing service (if you outsource your invoicing), your financial adviser and/or consultant and any other professional that you’ve used in the past who has access to corporations in your industry or in a complimenting industry and can introduce you to new partners. This is exactly how ‘in demand’ executives and powerful CEO’s, CFO’s and consultants do it.

I have personally built a database of 10,000’s of contacts from using these methods, in fact I’ve never gone into a consulting situation where I couldn’t introduce my client to 1,000+ new strategic partners and I just cherry pick to find the best partners for my client. Your contact portfolio is the most powerful thing you’ll have in business. Contacts are your bartering chip when you’re in a crunch or when your board of directors is all looking at you waiting for a miracle. I have made it a point to create contacts in every industry no matter how polar opposite the industries may seem because it has allowed me to step into any situation with companies of any size and immediately start putting the pieces together and building an infrastructure based off of the powerful knowledge of dozens of industry experts.

Take the initiative and find a consultant who can help you launch your company into a whole new realm with the power and knowledge and expertise of a contact base built to induce growth and stability.

For Strategic Alliances and Partnership Services or Investor Finder Services, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Private Placement Memorandum authoring and the process of taking one’s company public are services that require extensive experience and the ability to look at a deal objectively and peripherally to evaluate all the angles to enhance the ability of the client to achieve funding in a timely manner.

Many times, when I’m hired to structure a company before funding, they will be under the impression that my evaluation is a mere formality and they are ready to go. Often I’m the bearer of bad news when I have to break it to the client that their company has more holes than Swiss cheese and 30 to 60 days away from starting the fund raising process.

They will often get a second and then third opinion and usually run into the same thing before they eventually find their way back to our firm. As they call around to consulting firms they perpetually experience the ‘hard sell’ by firms who ‘need’ the business because they lack the rewards and referrals that come with cultivating each client relationship because they take on and spit out deals so fast they hardly remember their client’s name during the transaction.

This mentality dominates the larger firms because of their gargantuan overhead while the boutique firms can take a more personal approach because they have a steady flow of business and referrals because they are not stressed about bringing in the next big deal so they can meet payroll and keep their lights on. The smaller companies that focus on turnaround consulting, private placement memorandum authoring, top tier business plan writing and taking companies public usually take a one on one approach to the consulting process and will rarely pressure clients to sign on because their phone is ringing off the hook with previous clients who want to hire them for the next stage in the evolution of their company’s growth.

This business is all about relationships. Ditch the consultant that applies the high pressure sales tactics and seek out the smaller, more personalized groups that don’t ‘need’ your business but will cultivate and value it.

Investor Finder Services, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Take Your Company Public: A Must Read Before You Do Anything! As a consultant in the business of structuring companies, setting up strategic alliances for clients, writing business plans and PPM’s and taking companies public on the OTCBB, I must admit I’ve seen my share of scams and swindling of uninformed clients. One sad issue that permeates the industry is clients who believe that their only option is to give up substantial equity while paying hefty fees to consultants who take your company public.

Here is the reality. When you are investigating the industry to find a consulting firm to work with to facilitate your ‘go public’ process, the first thing you need to do is make sure you are hiring a ‘turn-key’ solutions consulting group; meaning they need to offer everything soup to nuts in house because the second your consultant outsources anything, accountability is lost.

Next, on the issue of paying fees and also giving up equity, it should be either or, not both. If a company tells you that they want you to pay them in both upfront fees and in equity, you should laugh and walk away. In actuality the best deals for the client are those that are simply fee based, not equity based.

It’s better to pay 100k in a few easy installments than to pay millions in stock that will only be liquidated after the IPO which will completely obliterate your stock price and almost certainly ruin your company’s chances of success. It baffles me to see the scenarios that uninformed company owners accept. Currently there is a company that is promoting all over Google Adwords that they will take your company public for $25k and after a month of talking to the company, when you finally agree to use them they break the bad news that they are not going to charge you $25k or anything even close to that, they are, in fact, going to charge you $125k upfront, plus $10k to $20k for your initial SEC audit and on top of all of that they are going to take 30% of your company! It’s shocking but this group of consultants, because of their extensive advertising, has no problem bringing in clients and turning the tables on them at the last minute and sadly, because the client is uninformed, they accept the contract and pay the fees.

If you are going to give up any amount of equity in exchange for the process of going public, it should be with a licensed broker dealer and there should be zero out of pocket expenses from you. Your broker dealer should pay for the SEC audit, S-1 filing, SEC approval, FINRA approval, Symbol achievement and ongoing investor relations to keep your stock price solid. Unless your broker dealer is doing all of this, you need to find a new, full service broker.

Keep in mind, each consulting firm you talk to will give you a million reasons as to why their fee structure and process is the best but here are some comparable facts so that you can make the right decision on how to proceed. First of all, if you get an emotional consultant that acts like he is excited about your project and ‘can’t wait to get started’ this is bogus and you should walk away. The best consultants keep clients at arm’s length and never get emotional because it clouds the process and makes them ineffective. Besides, if they are acting so excited about your company it’s probably because they are trying to convince you of their legitimacy that won’t stand on its own merit.

Next you want to make sure that you are getting a quote on your specific company type which includes at a minimum: corporate structuring, strategic alliance facilitation, board of directors evaluation, business plan authoring built for IPO, investor finder service, SEC audit (the should be able to give you a general idea of the cost of the audit and have a company that you can use as most consultants don’t employ an auditor on staff), S-1 filing, SEC approval, FINRA approval, symbol achievement, market maker or broker dealer relationship/contract setup and investor relations for long term success.

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